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TRANSACTION NUMBER ASSIGNED Approved by OMB 3084-0005 Expires 06/30/2013 16 C.F.R. Part 803 - Appendix NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS THE INFORMATION REQUIRED TO.

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HSR filings are premerger notifications that parties to a proposed merger transaction make with both the Federal Trade Commission and the Department of Justice. Subject to minor exceptions, both the seller and the buyer must each separately file with both agencies.

The "size of parties" test generally requires that one party to the transaction have annual net sales or total assets of $184 million or more (down from $188 million in 2020), and that the other party have annual net sales or total assets of $18.4 million or more (down from $18.8 million).

The filing requirement is triggered only if the value of the transaction and, in some cases, the size of the parties, exceeds certain dollar thresholds, which are adjusted periodically under the Act.

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires that parties to certain transactions submit premerger notification filings, known as HSR forms, to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) before the transaction can close.

Under the HSR Act, companies of a certain size involved in a transaction exceeding reportability thresholds are required to file a pre-merger notification with the FTC and Department of Justice, and observe a waiting period unless an exemption applies.

Typically, both the buyer and the seller must submit their own HSR forms, at which point a mandatory waiting period begins. Parties generally coordinate filing submissions to avoid delays, but if either entity submits a deficient or inaccurate HSR form, the transaction may be delayed.

The HSR Act contains exemptions from reporting, including one for purchases of no more than 10% of the voting securities of a company, provided the purchase is "solely for the purpose of investment." Deciding investment intent is fact-specific.

If the transaction is valued at $50 million (as adjusted) or less, no filing is required. If the transaction is valued at more than $200 million (as adjusted), and no exemption applies, an HSR filing must be made and parties must wait until the statutory waiting period has expired before closing the deal.

Under the HSR Act's Premerger Notification Program, the parties to a transaction must wait for expiration of the 30-day statutory waiting period (15 days for cash tender offers and certain bankruptcy transactions) to close their deal.

Typically, both the buyer and the seller must submit their own HSR forms, at which point a mandatory waiting period begins. Parties generally coordinate filing submissions to avoid delays, but if either entity submits a deficient or inaccurate HSR form, the transaction may be delayed.

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© Copyright 1997-2025
airSlate Legal Forms, Inc.
3720 Flowood Dr, Flowood, Mississippi 39232
Form Packages
Adoption
Bankruptcy
Contractors
Divorce
Home Sales
Employment
Identity Theft
Incorporation
Landlord Tenant
Living Trust
Name Change
Personal Planning
Small Business
Wills & Estates
Packages A-Z
Form Categories
Affidavits
Bankruptcy
Bill of Sale
Corporate - LLC
Divorce
Employment
Identity Theft
Internet Technology
Landlord Tenant
Living Wills
Name Change
Power of Attorney
Real Estate
Small Estates
Wills
All Forms
Forms A-Z
Form Library
Customer Service
Terms of Service
DMCA Policy
About Us
Blog
Affiliates
Contact Us
Privacy Notice
Delete My Account
Site Map
All Forms
Search all Forms
Industries
Forms in Spanish
Localized Forms
Legal Guides
Real Estate Handbook
All Guides
Prepared for You
Notarize
Incorporation services
Our Customers
For Consumers
For Small Business
For Attorneys
Our Sites
US Legal Forms
USLegal
FormsPass
pdfFiller
signNow
airSlate workflows
DocHub
Instapage
Social Media
Call us now toll free:
1-877-389-0141
As seen in:
  • USA Today logo picture
  • CBC News logo picture
  • LA Times logo picture
  • The Washington Post logo picture
  • AP logo picture
  • Forbes logo picture
© Copyright 1997-2025
airSlate Legal Forms, Inc.
3720 Flowood Dr, Flowood, Mississippi 39232