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.
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.
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.
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.
The Commission, with the concurrence of DOJ, has revised the HSR Form Instructions to allow for the submission of HSR filings on DVD. In addition, the Instructions themselves have been updated to make them more helpful and easier to read and understand. Please check out the Announcement here. The rules and new Instructions are here. The PNO will post notice when the new Instructions are effective.
The PNO has discovered a rights issue which may have been creating problems for filers trying to use Adobe Reader to fill out the HSR Form. A copy of the Form is now available which should allow all users to fill out and save the Form. If you have not been having any issues, you DO NOT need to download this version. There are no substantive changes. The updated Form can be found here. (For technical problems with the Form, please email email@example.com.)
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.
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.
- PNO News Archive