The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ. Premerger notification involves completing an HSR Form, also called a “Notification and Report Form for Certain Mergers and Acquisitions,” with information about each company’s business. The parties may not close their deal until the waiting period outlined in the HSR Act has passed, or the government has granted early termination of the waiting period.
For more information about the program, read our Introductory Guides.
The FTC administers the premerger notification program, and the staff of the Premerger Notification Office is available to answer questions about how and when to file.
- Important notice about filing: The PNO has created a new Accellion form that will allow filers to submit HSR filings without requesting an Accellion link. If you already have Accellion access, you can use the new HSR submission form here. Instructions for using the new form, including what to do if you don’t have an account, can be found on the updated COVID-19 filing guidance page. Items have been updated throughout the page, so please read the guidance in its entirety. Filers should start using the new form on Monday, September 20, 2021. Please direct any questions to Premerger@ftc.gov. (09/15/21).
- Important Notice: Please see the new blog post regarding a change in the policy regarding the treatment of debt as consideration. (08/26/21).
- Important Notice: Due to the creation of a new federal holiday, Juneteenth, which occurs on June 19, the PNO will be closed on Friday, June 18, 2021. Any filings submitted on Friday will be credited as received on Monday, June 21, and waiting periods will start on that day. Additionally, if you have withdrawn a filing and are due to refile on June 18, or if you have received a notice of required filing with a deadline of June 18, you will have until June 21st to do so. Finally, all waiting periods due to expire on June 18 are unaffected. (06/17/21)
- Please see the Bureau’s new blog post addressing the issue of early termination of the waiting period. HSR Early Termination After a Second Request Issues. (03/16/21)
- Important Reminder for Filers: Remember that for a size of person (SOP) determination, the regularly prepared financials relied upon may not be older than fifteen months. At the end of March, you may no longer rely on financials dated 12/31/19 for SOP purposes. (03/03/21)
- Important Notice: After you submit an HSR filing, you can track the submission and confirm whether or not your files have been downloaded by the Agencies. To do so, once you’ve sent in your filing, go into your SENT folder in Kiteworks Accellion. Open the submission email and you will see a Track button on the top menu bar. Click that button for tracking information. (02/25/21).
- Please see our new blog post on the 2021 HSR thresholds, which will become effective on March 4, 2021. (02/19/21)
- Please see the Commission press release on the temporary suspension of early terminations of waiting periods under the HSR Act. (02/08/21).
- Important Notice:Public comments on the Commission’s two proposed HSR rulemakings are due on or by February 1, 2021. (01/27/21)
- Important Notice: Due to a federal holiday and an executive order, the PNO will be closed on Thursday and Friday, December 24 and 25. We will NOT be sending out HSR filing links on those two days. If you have received a link prior to Thursday, you may submit filings at any time, including on those days. (12/16/20)
- 12-04-20 UPDATE: The PNO has been seeing an increase in the number of incorrectly formatted filings. Please note that each document submitted with the Form should be marked on the first page with the following information: (1) the name of the filing person; (2) the Item to which the document responds and the order of this document (e.g., 4(d)-1, 4(d)-2, 4(d)-3); and (3) the date of the Form. Filers must also indicate the Item to which each attachment applies (Item 3(b),4(c), etc.) in the description of the document within the Form. See the updated Guidance for Filing Parties. (12/04/20)
- 11-06-20 UPDATE: The PNO has updated the COVID-19 Guidance for Filing Parties. If you are an HSR filer, please review the guidance completely, as several items have been updated to reflect our current filing policies. (11-06-20)
- Starting next week, the Commission is holding a series of three live virtual workshops to answer the public’s questions on the recently announced proposed rulemakings. We will broadcast the first event live on the FTC’s website on November 9 beginning at 1:00 pm ET and will address questions posed about the aggregation proposal in the NPRM. The second event will occur on November 10 at 1:00 pm ET and will address the proposed new exemption in the NPRM. The third will occur on November 16 at 2:00 pm ET. For full information, consult our blog post. (11/04/20)
- The PNO has posted a new blog on avoidance devices and section 801.90 of the Rules, involving a change in the PNO’s advice. You can read it here: Seeing the whole picture on avoidance devices. (09/28/20)
- The Commission, with the concurrence of DOJ, has published details on Proposed Amendments to the HSR Rules and an Advanced Notice of Proposed HSR Rulemaking. Check out the details in the press release. (09/24/2020)
- 09-16-20 UPDATE: Please note that for all electronic HSR submissions, we require that submitted PDFs have searchable text. That is, the PNO and DOJ must be able to search the document, and select, copy and paste text from the PDFs directly into our Premerger database. Text in a PDF that’s obtained from an image file may not be able to be selected and copied, resulting in a longer processing time by the PNO and potentially delaying our review. Please make sure that all text is searchable and able to be selected and copied before submission. (09/16/20)
- Please note that the PNO will not grant early termination of the waiting period until BOTH parties have filed. See the updated language on the About Early Termination Notices page. (09/04/20)
- You may have noticed a new feature on the right side of this page. The PNO has begun posting the rough number of transactions filed each month! Check out our blog post explaining the numbers. We’ve started out by posting the last nine months, but will cut that back to a rolling six months when we add the July numbers. (07/10/20)
- The FY2019 HSR Annual Report is now available! You can check out the details in the Commission’s press release. (07/08/20)
- 07-07-20 UPDATE: We have amended the Guidance for Filing Parties to provide additional instruction when filers are uploading a large number of documents for an HSR filing. We have found that handling more than fifty documents at a time is problematic for our system. In the revised guidance, we provide instructions for requesting multiple links and submitting the filing documents in multiple uploads. (07/07/20)
- 06-22-20 UPDATE: We have edited the Guidance for Filing Parties to clarify the use of e-signatures on the Certification and Affidavit. (06/22/20)
- The PNO has a new blog post with reminders and tips for successfully submitting HSR filings fees. With all the changes to procedures to accommodate e-filing and PNO telework, we thought this would be a good time to remind filers how to avoid unnecessary delays due to HSR fee issues. (05/19/20)
04-29-20 UPDATE: The PNO is updating its policy on the handling of original signature pages when submitting an HSR filing. Prior guidance asked parties to mail the originals to the PNO. Effective immediately, please hold on to hard copy originals; do not send them in. The PNO will issue further instructions on signature pages when the crisis is over. Please note that when e-filing, parties may submit either a scanned PDF copy of the hard copy signature pages or PDFs with an e-signature. The Guidance for Filing Parties page has been updated with this and other new information. (04/29/20)
04-15-20 UPDATE: When you are naming the PDF documents for submission via the e-filing system, please keep the file names descriptive, but short. For example, instead of naming a document “4c-1 September 2019 Confidential Information Presentation Project Persephone”, a shorter name like “4c-1 September 2019 CIM” works better. The PNO has been having technical difficulties opening documents with very long names. Thank you. (04/15/20)
04-03-20 UPDATE: Please carefully review the updated Guidance for Filing Parties. We have deleted out of date information and provided additional guidance for clarity.
Please check out this important BC blog post, Resuming early termination of HSR reviews. (03/27/20)
03-17-20 UPDATE: The PNO and DOJ have started to receive e-filings. Please review the Guidance for Filing Parties which has been updated with some things we’ve learned. Of special note, please DO NOT upload Zip files to Accellion. DO NOT request a link to submit a filing until you are ready to do so. Also, please follow the naming instructions for your submission. For example, “Jones 001 – SmithCo/TargetCo – Acquired – 03-20-20”. (03/17/20)
03-16-20 UPDATE: The last early terminations were granted on 03-13-20. We will not be granting additional ETs, even if you filed before then. Also, please check out the Guidance for Filing Parties which has been updated. (03/16/20)
Please see the Guidance for Filing Parties for the specific procedures to use to submit HSR filings using the temporary e-filing system. This will be the only way to file until the COVID-19 emergency has passed. (03/13/20)
IMPORTANT NOTICE: Please see this press release related to the submission of HSR filings during the current COVID-19 emergency. More details to follow. (03-13-20)
- PNO News Archive