The requirements for completing the Hart-Scott-Rodino Notification and Report Form (the Form) are contained in the Premerger Notification Rules (the Rules), 16 C.F.R. Part 803, and the Instructions to the Form. To expedite review, the staffs of the Premerger Notification Office of the Federal Trade Commission (PNO) and the Antitrust Division of the Department of Justice (DOJ) have developed the following recommendations for completing and submitting HSR filings. Please see the HSR Form Instructions for Item by Item information regarding how to fill out the Form.
- Cover Letters:
The cover letter should generally introduce the filing, and, if applicable, provide the fee transmittal information. It should also identify whether: (1) an original affidavit and certification page will be supplied later to be substituted for copied or PDF pages; (2) the filing is a corrective filing or a re-filing; and/or (3) there are other unusual circumstances to note.
DOJ will time-stamp one of the three submitted copies of the cover letter and return it to the filing party. To receive a time-stamped copy of the letter provided to the FTC, supply an additional copy to the PNO when filing.
HSR filings may be submitted in hard-copy paper form or by DVD. Combination hard- copy/DVD submissions will not be accepted. Please note that if filing by DVD, hard-copy cover letters and original signed certifications and affidavits are required.
A signed affidavit and a signed certification (“signature pages”) must accompany each copy of the Form submitted to the PNO and DOJ. Whether filing by paper submission or DVD, the original hard-copy signature pages should be included with one of the two copies of the Form submitted to the PNO. You may submit a filing with PDF or copied signature pages, if you supply the original of each to the PNO within 2 days.
The signature pages must bear the notarial seal if the seal is required for notarization in the state in which the document is notarized. Foreign filing persons may notarize documents at a U.S. Consulate or have them certified by any foreign official comparable to a notary. Any filing person, whether United States or foreign, can swear or affirm under penalty of perjury pursuant to 28 U.S.C. § 1746 in lieu of notarization.
All HSR filings must be submitted to both the PNO and DOJ.
Print the Form and all documents on 8½ by 11 inch paper, single-sided. Copies of the Form or documents should be separately stapled or binder clipped; avoid loose sheets of paper, dividers, and the like. Do not bind the documents or use paper clips.
Attach a label to each document 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. Adhesive or electronic labels, or sheets of paper stapled or binder clipped to the documents are acceptable. Place the Form and all attachments in letter-sized redwelds.
Save the Form and all documents as separate, searchable PDF or MS Excel files to a DVD (CDs, flash drives, SD cards, etc., are not acceptable). The DVD and files may not contain password or other permission requirements and must be virus and malware free. Do not compress the files using ZIP or other compression software. Label the DVD with the name of the filing person, contact person and telephone number, and leave space for the PNO to add the assigned transaction number and date of receipt. See the DVD Label Example (PDF, 88 Kb).
Each DVD submitted to the Agencies should be housed in a separate, plastic, square, transparent, DVD jewel case. Paper sleeves, multi-DVD, and opaque cases are not acceptable.
DVD file naming conventions
Utilize the following naming convention for files loaded onto the DVDs:
0_Cover Letter.pdf 0_Form.pdf
Attachments, based on Item number:
3b-1…3b-2, etc. - for example, 3b-1 Agreement
4b-1…4b-2, etc. - for example, 4b-1 XYZ Co. 2014 Annual Report 4c-1…4c-2, etc. - for example, 4c-1 Board Presentation
4d-1…4d-2, etc. - for example, 4d-1 CIM; 4d-2 Financial Analysis
“Documentary attachments” is defined in the Instructions to the Form as materials supplied in response to Item 3(b), Item 4, and submissions pursuant to § 803.1(b) of the Rules.
Any other type of document (for example, a multiple-page response to Item 5(a) or Item 7(c)(iv)) is not a “documentary attachment” but “additional pages” and must be submitted in the same number of copies as the Form, directly behind the relevant item on the Form.
The exception to this is Item 6. Voluminous responses to Item 6 should be attached to the back of the Form.
Submit all agreements between the parties, including Non-Competition Agreements, under Item 3(b). Schedules and exhibits need not be submitted unless they contain agreements between the parties.
List NAICS Codes in ascending order in Item 5. If a 10-digit manufacturing code is required, do not also list the corresponding 6-digit code.
- Additional Submissions:
Any information or documents submitted after the original filing should reference the 1(a) entity from the filing and the Transaction Number assigned to the filing by the PNO.