Planning for the New HSR Form

By: Bureau of Competition (Federal Trade Commission)

As antitrust practitioners are aware, certain mergers and acquisitions require the submission of premerger notification forms to the FTC and DOJ’s Antitrust Division. These forms disclose details about the proposed transaction and the parties’ business operations. Recently, the FTC unanimously approved new rules updating the information required on HSR Forms. The final rulemaking was published in the Federal Register on November 12, with the updated HSR Form set to take effect on February 10, 2025.

The changes to the HSR Form and Instructions will necessitate adjustments for practitioners both within and outside the agencies. Planning for this transition is already underway. Over the coming months, the FTC’s Premerger Notification Office (PNO) will work to facilitate a smooth shift from the current form to the updated one, aiming to minimize disruptions or delays. Until February 10, 2025, filers should continue using the existing Form and Instructions. However, if a transaction is expected to be notified on or after that date, early preparation for the new filing requirements is advisable.

The PNO will soon publish a detailed overview of the changes on its website to help practitioners understand the requirements of the revised Form and Instructions. Following this publication, the PNO will invite practitioners to submit questions of broad applicability, with staff responses to be posted online. Additional form-related guidance and tips, including instructions on submitting newly required materials, will be updated as quickly as possible.

Some processes will remain unchanged: the PNO will continue to rely on the Kiteworks platform for receiving HSR filings, and filing fees will still be submitted in the same manner as they are currently.

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