PNO News Archive

Note: Some links below may have expired. In that case, the links have been rerouted to the most recent version of that document or page.

• 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)

• The Filing Fee Information and Current Thresholds pages have been updated with the 2019 HSR thresholds. (04/04/19)

• 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 We have deleted out of date information and provided additional guidance for clarity.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)

• Many HSR practitioners have requested that we announce when an Informal Interpretation has been superseded in whole or in part. To that end, we have created a new page to list informal interpretations that no longer represent the position of the PNO. The new page will list superseded interpretations starting from January 1, 2019, onward. See the new page here: Superseded Informal Interpretations. (03/19/19)

• 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)

• The Commission has amended the Fiscal Year 2017 Hart-Scott-Rodino Annual Report to add two non-HSR matters that were inadvertently left out of the report when it was published in 2018. This brings the total number of merger enforcement actions in fiscal year 2017 to 23, with 15 final consent orders. The corrected 40th report can be found on the HSR Annual Reports page. (03/11/19)

• Please check out our new blog post on HSR threshold adjustments and reportability for 2019. (03/07/19)

• The 2019 HSR thresholds have been posted in the Federal Register and will be effective on April 3, 2019.  Read the Commission announcement and the Federal Register entry. A blog post with tips on applying the new thresholds will be posted soon.  (03/04/19)

• Check out our new blog post: “Control no longer controlling for HSR reporting of not-for-profit combinations”.

• Over the summer, the Premerger Notification Office held three brown bag meetings with experienced HSR practitioners. The meetings were an opportunity for the HSR bar to meet staff, share comments regarding the HSR process, and address any concerns or “big picture” policies. Over 50 attorneys from various law firms attended one of the three 60-90 minute sessions held in May, June, and July at the FTC’s Constitution Center. A summary of the brown bags, including the issues discussed and important guidance, has been added to the HSR Resources page and is now available here.

• IMPORTANT NOTE ON DOWNLOADING THE FILLABLE HSR FORM: Use of any browser other than Internet Explorer may result in an error message when clicking the PDF link Adobe Acrobat (HSR Form ver. 1.0.2). Consequently, use of Internet Explorer is advised to download the form. Alternatively, you can right click on the PDF link and select “Save link as” to download the PDF directly to your computer before opening it with Adobe. (10/18/18)

• The Medicare Act filing instructions have been updated with DOJ’s current address. (08/07/18)

• IMPORTANT NOTICE: Given the current high volume of HSR filings, it is even more important than usual to note when your filing is related to other filings as part of a larger transaction – for instance, a main transaction with a backside filing or a buyer making two acquisitions at the same time.
  
  When you have related filings, please include in the cover letter and Item 3(a): THIS FILING SHOULD BE PROCESSED WITH RELATED FILINGS MADE BY [insert relevant other parties]. This will assist the PNO in the efficient and timely processing of your transaction. Thank you. (08/03/18)

• IMPORTANT NOTICE: The Premerger Notification Office no longer accepts checks at the Constitution Center. This is true whether delivered by messenger or by mail. Please DO NOT send checks to the PNO. The Commission strongly discourages check payments, but if checks are used to pay filing fees, they must be sent to Financial Operations at the FTC HQ. See the Filing Fee Information page for full instructions. (07/26/18)

• The DOJ Premerger Office has created a new, shared email address for all communications to DOJ relating to HSR filings. Send all email to premerger@usdoj.gov. (07/24/18)

• Early Termination Notices data is now available to developers via our HSR Early Termination Notices API Endpoint. (06/28/18)

• The Commission, with the concurrence of DOJ, has amended the rules and the HSR Form Instructions to make them clearer and easier to apply, and to allow for the use of email in certain circumstances. These changes include clarifying §§ 801.1(b)(2), 802.1, 802.30(c), 802.41, 803.5(a)(1),803.11(c), 803.12(a)-(c) and 803.20(b). The Commission Notice can be found here.
  
  Changes to the Form Instructions include updating the address of the DOJ Premerger Unit, and clarifying definitions and Items 3 through 7, among others. The new HSR Form Instructions can be found here. If you have any questions about the changes, please contact HSRHelp@ftc.gov. (06/25/18)

• The PNO is pleased to announce a series of brownbags for experienced HSR practitioners. We’d like to hear from the HSR bar regarding the program, the rules, and PNO procedures, and to allow those who practice HSR to get to know the PNO. We will hold one-hour sessions on May 17, June 21, July 26, and August 23 at the FTC’s Constitution Center location in Washington, DC.

  Attendance is limited to one person per law firm and 20 attendees per session. If you’re interested in attending, contact Sam Sheinberg at SSHEINBERG@ftc.gov by April 20, 2018. Include your (1) name, (2) law firm, and your (3) preferred dates (list all that you can attend). Once we have a list of names, we’ll randomly assign attendees to each session, doing our best to accommodate preferred dates. Please note that each person may only attend one session.

  Once assigned to a session, attendees will receive an email with their session date, time and place. In the event we get more interest than we have spaces, we may schedule additional sessions or allow teleconferencing.

• The PNO has a new email address for HSR questions – HSRHelp@ftc.gov. When you email HSRHelp@ftc.gov, every PNO attorney will receive your question at the same time. In the future, unless you are inquiring about a particular filing, please use this email address rather than individual addresses. This will make it easier for us to efficiently address questions and respond as quickly as we can. (10/20/17)

• NAICS Codes – Filers should continue to use 6- and 10-digit 2012 NAICS codes when filling out Items 5, 7 and 8 of the HSR Form. The U.S. Census Bureau is transitioning to a new system and PNO will wait until that system is fully functional before switching. Please check this page for further announcements.

• The HSR Form Style Sheet and the PDF version of the Style Sheet have been updated .  Please review the standards for submitting paper filings and DVD filings.  Note that for DVD filings, submitted PDF or Excel files should not be compressed using ZIP or other compression software.  Also, all DVDs should be submitted in transparent plastic, single DVD, cases, not paper sleeves.  See the Style Sheet for specifics.

• Important Notice for the Delivery of HSR Filings: The Constitution Center is subject to REAL ID security. REAL ID is a coordinated Department of Homeland Security effort by the states and the Federal Government to improve the reliability and accuracy of state-issued identification documents. Unfortunately, not all states currently produce REAL ID compliant identification, which may make it difficult for a visitor to enter the Constitution Center. New York is one of the non-compliant states and many delivery persons with New York IDs have been denied entry by the building guards.

  Delivery persons with non-compliant REAL IDs will not be allowed to deliver HSR filings to the 5th floor Premerger window. The Premerger Office does not have adequate staff to come to the loading dock to pick up filings, so please make sure all delivery persons have compliant IDs. Failure to do so may result in a delay in filing.

• Check out our new blog post: You don’t have to write a check to acquire an HSR-reportable interest. (05/16/18)
• In case you missed it, you can find the 2017 HSR Annual Report here. (05/04/18)
• The Filing Fee Information and Current Thresholds pages have been updated with the 2018 HSR thresholds. (03/06/18)
• We have posted a blog to explain the timing of the new 2018 HSR Thresholds.  Check it out here. (02/08/18)
• FTC Announces New HSR Thresholds for 2018. (January 26, 2018). The effective date for the new thresholds will be February 28, 2018. (02/05/18)
• The DOJ Premerger Office is changing their hours to accommodate their new location. They will be open to accept HSR filings from 9AM to 5:00PM on weekdays. For full details on submitting filings to DOJ, check out this blog post. (12/19/17)
• Do you have an HSR question? See our new blog post with helpful suggestions for how you can help us answer your question. (11/20/17)

• The DOJ Premerger Office is moving! For full details on the move and delivery instructions, please see our blog post, complete with a map to the new location. (11/15/17)

• The FY2016 HSR Annual Report is now available! Check out the press release and our new blog post for a breakdown of the data. (10/05/2017)

• Just a reminder as we move into the holiday season, the FTC and DOJ Premerger Offices are open to accept filings from 8:30AM to 5:00PM every weekday. We are closed only on federal holidays or when the government is closed due to weather or other emergencies. When delivering filings to the agencies, please allow enough time to get through security and to the delivery location. Couriers that do not arrive in time will not be admitted. (09/25/2017)

• The PNO has updated the Checklist for Submitting an HSR filing. (09/18/17)

• Please check out our updated Withdraw and Refile Tip Sheet. (09/15/17)

• We’ve posted a blog explaining the timing of HSR procedures, from filing to closing. Check it out here.

• An HSR practitioner recently reported a non-critical, technical flaw in the HSR form that may prevent the deletion of items on the Attachment list. We have fixed this flaw. The updated form can be downloaded here. As always, please send any technical questions or problems to Bob Jones at rjones@ftc.gov.

• With the concurrence of the Department of Justice, the Commission has modified the HSR Form to reflect recent changes to the HSR Form Instructions and make other ministerial updates. The Commission Notice can be found here. The new HSR Form can be found here. If you have any issues with the Form, please e-mail Robert Jones at rjones@ftc.gov.

• For guidance on applying the new HSR thresholds, check out our new blog post, HSR threshold adjustments and reportability for 2017.

• The new HSR thresholds for 2017 have been published in the Federal Register with an effective date of Feb. 27, 2017.

• Our new blog post on Items 4(c) and 4(d) is up. Please take a look.

• Please take a look at our new blog post on LBOs and the Size of Transaction Test.

• The new HSR Form Instructions will be published in the Federal Register and become effective on Thursday, September 1, 2016. Read the new Instructions. We have also updated the HSR Form Style Sheet to cover DVD filings. Please note that the current HSR Form, version 1.0.1, is still valid. The Form has not been amended at this time.

• We have revised our filing fee instructions – take a look at the revised Filing Fee page and our new blog post: Wiring your HSR filing fee just got easier.

• Check out our new blog post on how to classify foreign entities under the HSR Rules.

• FTC Announces New HSR Thresholds for 2016. (January 2016). The effective date will be February 25, 2016. For more information, see our Jan. 29, 2016, blog post, HSR threshold adjustments and reportability for 2016.

• Please note that Medicare Act Filings should be sent to the Premerger Office at the Constitution Center. For complete filing instructions, please see the Medicare Act Filings page.

• Upon further consideration of prior interpretations by the PNO, the warehouse exemption, 802.2(h), will not be available for oil/gas storage facilities. If you have any questions on the application of 802.2(h) to a type of facility, asset, and/or service, please contact the PNO.

• The PNO recently posted an important clarification regarding Rule 802.5. Check out HSR Rule 802.5: the Investment Rental Property Exemption. All the Premerger and HSR blog posts are here.

• The PNO has a new blog post! Learn “How to avoid delays when paying HSR filing fees." You can find all Premerger and HSR blog posts here.

• The 2014 HSR Annual Report is now available.

• The new HSR Thresholds for 2015 are now in effect. (Feb. 20, 2015).  For more information, see our Jan. 23, 2015 blog post, HSR thresholds adjustments and reportability – 2015 edition.

• The new HSR thresholds for 2015 have been published in the Federal Register with an effective date of Feb. 20, 2015.

• The Premerger Office has updated the HSR Form Tip Sheet! Please review the document for helpful information in filling out the HSR Form. (January 2015)

• FTC Announces New HSR Thresholds for 2015. (January 2015)

• The PNO’s new blog post is up! Find out "How to avoid common HSR filing mistakes with Item 4(c) and 4(d) documents." We also invite you to peruse all the blog posts related to Premerger and HSR.

• See PNO’s blog post on “How to avoid common HSR filing mistakes with attachments.”

• Attention Filers: The Premerger Notification Office has experienced a few changes since we’ve come to our new home in the Constitution Center. Some of those changes can affect the arrival of your filings by messenger. Due to the security procedures and physical size of the Constitution Center, once a messenger has arrived at the building it takes in excess of 10 minutes to reach the PNO office. While the PNO is open to accept HSR filings at its 5th floor intake window from 8:30 AM until 5:00PM, Monday through Friday, a messenger arriving after 4:50PM cannot make it from the loading dock entry, through security, to the 5th floor HSR window by 5:00PM, so building security is turning away newly arrived messengers at 4:50PM each day. If you want to guarantee that your filing arrives at the PNO window by 5:00PM, please send any messenger with ample time to arrive at the building well in advance of 4:50PM.
  
  We’re sorry for any inconvenience this might cause. Thank you.

• REMINDER: Sometimes filing parties reference an attachment in response to Items 4 through 8 of the HSR Form instead of providing the requested information in the Form itself - for instance, a separate log of 4(c) documents. If you do this, PLEASE place the attachment behind the page of the Form to which it relates or at the end of the Form itself. This information is a necessary part of the Form and needs to be provided in all originals and copies of the Form filed with the FTC and DOJ. DO NOT intersperse such referenced attachments for Items 4 through 8 among the documentary attachments (e.g., placing the separate 4(c) log at the beginning of the 4(c) documents), as those documents are not part of the Form itself.

• An updated Index of HSR Enforcement Actions is available, listing actions through December 2014.

• The MMA Filing Instructions (for brand name drug manufacturers and generic drug applicants who file certain agreements with the Antitrust Agencies under the Medicare Prescription Drug and Improvement Act) have been updated with the new address for the FTC's Premerger Office. (July 2014)

• The 2013 HSR Annual Report is now available.

• Attention: The Constitution Center does not allow messengers with cleats into the building. Please DO NOT send messengers with cleats to deliver HSR filings. Starting immediately, the PNO will not meet messengers with cleats at the loading docks. (June 2, 2014)

• The HSR Form Instructions have been updated to include the new address of the FTC Premerger Office. The new instructions can be found here.

• Important Announcement: Building management at the Constitution Center has changed the security procedures for the delivery of HSR filings. Messengers delivering HSR filings must now enter the building through the loading dock entrance on 6th Street SW near School St. SW. Complete directions can be found here. Note that messengers will not be allowed to wear cleats into the building.

• Withdraw/Refile procedure tip sheet now available. (Mar. 21, 2014)

• The FTC has a new blog reporting on competition matters at the FTC.  The PNO has contributed two posts: HSR threshold adjustments and reportability and Location and Value of Patents. To follow all the posts from the PNO, bookmark this link.

• FTC Finalizes Amendments to the Premerger Notification Rules Related to the Transfer of Exclusive Patent Rights in the Pharmaceutical Industry (Nov. 6, 2013)

• When the Premerger Office moves to its new home on April 28, 2014, messengers delivering HSR filings will have to comply with new security procedures. These procedures, as well as maps to the new office, are available here.

• The Premerger Office is moving!  As part of the consolidation of FTC staff, the Premerger Notification Office will be moving to new offices on the 5th floor of the Constitution Center on April 28. For more details, see our new blog post here. We will be providing additional information, including new security procedures for filing delivery, on this page and on the blog in the coming weeks.

• When submitting an explanation letter for a corrective filing, please submit the letter at the same time as the filing.
• Comments on the Proposed Rules related to patent rights in the Pharmaceutical industry are available.
• Proposed Amendments to the Premerger Rules Related to the Transfer of Patent Rights in the Pharmaceutical Industry
• Revised thresholds are now in effect. (Feb. 24, 2014)
• The new HSR thresholds for 2014 have been published in the Federal Register with an effective date of Feb. 24, 2014.
• Effective immediately, all filing fee questions should be directed to Theresa Kingsberry at tkingsberry@ftc.gov or at 202-326-3100. (January 2014)
• Effective Jan. 2, 2014, brand name drug manufacturers and generic drug applicants who file certain agreements with the Antitrust Agencies under the Medicare Prescription Drug and Improvement Act should complete the MMA Cover Sheet and attach it to the agreement prior to filing. See full instructions here. (PDF)
• Updated HSR Enforcement Action index. (July 2013)
• Barry Diller to Pay $480,000 to Settle FTC Allegations Related to Premerger Filing Requirements (July 7, 2013)
• FTC Finalizes Amendments to the Premerger Notification Rules Related to the Withdrawal of HSR Filings (June 28, 2013)
• Revised thresholds are now in effect. (Feb. 11, 2013)
• The new HSR thresholds for 2013 have been published in the Federal Register with an effective date of Feb. 11, 2013.
• 2013 Revised HSR Thresholds Announced
• Commission issues proposed amendments to the Premerger Rules related to the withdrawal of HSR filings. (Feb. 2013)
• New guidelines posted on the Style Sheet and the Item 5 Tip Sheet.
• New chronological index of informal interpretation letters is now available.
• Item 4(c) Tip Sheet is now available.
• Updated Post-Consummation Filings (HSR Violations) page. (Jan. 30, 2012)
• The 2011 HSR Annual Report is now available.
• Updated HSR form, version 1.0.1, now available. Changes include expanded text fields to allow more flexible data entry, restored Item 5 functionality, clarification of unclear text labels, and improved formatting. Download the new form version here.
• Updated Section 802.4 Tip Sheet
• New guidance on listing Attachments on the HSR Form (09-12-11). See updated HSR Form Tip Sheet ver. 1.0.3. Added examples of completed Attachments and Item 4 pages.
• 2012 Revised HSR Thresholds now in effect.
• 2012 Revised HSR Thresholds Announced (Effective Monday, Feb. 27, 2012)
• Item 5 Tip Sheet updated
• Interactive Associate Decision Tree to assist in identifying Associates
• Item 4(d) Tip Sheet now available
• Updated Item 6 and Item 7 Tip Sheets
• The first informal interpretations related to the HSR form changes are now available.
• Updated NAICS Tip Sheet
• NOTICE: We understand that some users are having technical issues with the new HSR form. The form is a dynamic Adobe PDF, able to be read and edited by any Adobe Reader. If you are having trouble with the form, please: (1) make sure you have the latest version of Adobe reader installed, and (2) when you open the form on-line, save it to your hard drive or network, then close your browser and open the form on your local drive. If you have any further technical questions, please send them to HSRhelp@hsr.gov and we will work with you to resolve any issues.
• Updated Style Sheet and Checklist for HSR filings.
• Updated Item 5 Tip Sheet for new HSR form (effective Aug. 18, 2011)
• New HSR Form and Instructions now available
• Reminder: Parties submitting an explanatory letter in a post-consummation filing should include the letter with the filings submitted to both agencies.
• PNO Statement on Escrows
• Final Rule Published – Effective Date of Aug. 18, 2011
• Final Rule - HSR Form Changes
• Proposed Changes to the HSR Form
• Premerger Notification Office updates (including early office closings) now available on Twitter. Click the Twitter icon to follow the FTC.
• 2010 Annual Report Now Available
• Statement of Basis and Purpose Updated and Expanded
• Filing Fee page updated
• Additional Advice on the Ordinary Course Exemption
• 2010 Thresholds Now in Effect
• New Post-Consummation Page Now Posted
• HSR Workshop Presentations and Corrected Transcript now available
• New HSR Tipsheets posted under HSR Resources
• Civil Penalties Increased to $16,000 Per Day
• Letter regarding put/call arrangements
• "Reflections on HSR's 25th Birthday" - Statement of Peter Rodino