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Date
Rule
801.11
Staff
Premerger Notification Office
Response/Comments

For deals above $505.8M (as adjusted annually), both filing parties should always check N/A.

Yes.

For deals below $505.8M,

  • if the filing party provides financials clearly showing that it meets one threshold, check N/A.
    • otherwise, the filing person should check the box stipulating to the relevant SoP threshold.

No, for deals below $505.8 million, where the size of person test is applicable, the filing person should always check the box stipulating to the relevant SoP threshold, even if the financials show it meets a threshold. 

Question

Hope you had a nice long holiday weekend. We have a hopefully straightforward question regarding when to check the N/A box for size of person stipulation in the HSR form. Could you please confirm our understanding below is accurate?

  • For deals above $505.8M (as adjusted annually), both filing parties should always check N/A.
  • For deals below $505.8M,
    • if the filing party provides financials clearly showing that it meets one threshold, check N/A.
    • otherwise, the filing person should check the box stipulating to the relevant SoP threshold.

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice. 

Learn more about Informal Interpretations.

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