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Date
Matter Number
P239300

Q and A on the Notice of Proposed Rulemaking for the HSR Filing Process

A: The HSR Act requires premerger notification for transactions that meet certain statutory thresholds, including a minimum size of transaction threshold currently set at $111.4 million (that is, transactions valued at or below $111.4 million do not trigger HSR filing requirements). If required to file, parties may not close their deal until the statutory waiting period (typically 30 days) has passed, or the government has granted early termination of the waiting period. Although the FTC administers the premerger notification program, parties must submit premerger notification to both the FTC and DOJ. Premerger notification involves completing an HSR Form. Both Agencies review the information collected through the HSR Form but only one would conduct any in-depth review of the proposed transaction.

The FTC’s guide to antitrust laws provides a more detailed explanation of the premerger notification and review process.