HSR Filing Checklist (Hart-Scott-Rodino Premerger Notification)

HSR Premerger Notification Filing Checklist

Transaction Reference

Part 1. Reportability Analysis

1.1 Transaction Size Test

☐ Transaction value calculated per 16 C.F.R. § 801.10 (acquisition price + assumed liabilities where applicable; or FMV where no definitive price)
☐ Transaction Value: $[____]
☐ Current Size-of-Transaction threshold exceeded? ☐ Yes ☐ No

1.2 Size-of-Persons Test (if required)

☐ Acquiring Person UPE total assets / annual net sales: $[____]
☐ Acquired Person UPE total assets / annual net sales: $[____]
☐ Size-of-Person test met, not met, or not applicable (size-of-transaction is above the "size-of-persons test does not apply" threshold)?
☐ Confirmation: ☐ Reportable ☐ Not Reportable ☐ Exempt (see 1.4)

1.3 Ultimate Parent Entity (UPE) Determination

☐ UPE determined per 16 C.F.R. § 801.1(a)(3) (entity not controlled by any other entity)
☐ Control analysis performed (50%+ voting securities; or right to 50% of profits or assets on dissolution for non-corporate entities)
☐ UPE information sheet prepared (name, address, EIN)

1.4 Exemptions Analysis

Evaluate each exemption under 16 C.F.R. Part 802:

☐ § 802.1 — Acquisitions of goods in the ordinary course of business
☐ § 802.2 — Acquisitions of certain types of real property
☐ § 802.3 — Acquisitions of carbon-based mineral reserves
☐ § 802.4 — Acquisitions of voting securities of issuers holding assets whose acquisition is exempt
☐ § 802.9 — Acquisitions solely for investment purposes (10% or less)
☐ § 802.10 — Acquisitions in connection with bona fide gifts, bequests, intestate succession
☐ § 802.21 — Acquisitions of voting securities not increasing percentage already held
☐ § 802.30 — Intraperson transactions
☐ § 802.35 — Acquisitions by employee trusts
☐ § 802.41 — Formation of certain corporations
☐ § 802.50 / § 802.51 — Foreign-asset / foreign-voting-securities exemptions
☐ Other: [________________________________]

Part 2. HSR Form Preparation (Post-2025 Amended Form)

2.1 Item 1 — Person Filing Notification

☐ Legal name, headquarters, state of incorporation
☐ Parent entity chart (up to the UPE)
☐ Person filing the notification (acquiring or acquired)

2.2 Item 2 — Transaction Overview

☐ Description of transaction structure (plain English)
☐ Transaction documents — executed or draft LOI / agreement in principle (required for filing)
☐ Transaction rationale / business purpose
☐ Deal timeline and expected closing

2.3 Item 3 — Value and Consideration

☐ Purchase price composition (cash, stock, debt assumption, contingent consideration)
☐ Valuation methodology where no cash price (FMV determination)

2.4 Item 4 — Documents

☐ 4(a) — Annual reports, annual audits
☐ 4(b) — Most recent regularly prepared balance sheet (not older than 15 months)
☐ 4(c) — Documents prepared by or for officers or directors analyzing the transaction with respect to competition, competitors, markets, or potential for sales growth — "4(c) documents" (highly sensitive; conduct privilege review)
☐ 4(d) — Confidential information memoranda, bidder presentations, synergy analyses
☐ 4(e) — Transaction-related plans for post-transaction operations (integration plans)

2.5 Item 5 — Revenue Information (NAICS)

☐ NAICS 6-digit codes identified for acquiring and acquired persons
☐ Revenue by NAICS code for the previous fiscal year
☐ Overlap analysis (codes where both persons have revenue)
☐ Geographic-market overlap flagged

2.6 Item 6 — Acquiring Person Additional Info

☐ Officer and director overlaps with competitors of the acquired person
☐ Minority investors ≥ 5% (new requirement)
☐ Prior acquisitions in NAICS overlap codes (last 10 years — expanded scope)

2.7 Item 7 — Acquired Person Additional Info

☐ Customer and supplier information for overlap NAICS codes (top 10, revenue-ranked)
☐ Overlap narratives

2.8 Item 8 — Transaction Rationale Narrative

☐ Business rationale statement prepared (new requirement post-2025)
☐ Reviewed by antitrust counsel before submission

2.9 Item 9 — Employee Information

☐ Workforce overlap description (new requirement for labor-market analysis)
☐ Wage/salary data by overlap geographic market

Part 3. Filing Logistics

3.1 Filing Mechanics

☐ Filing portal (DOJ ATR / FTC PNO electronic submission)
☐ Filing fee calculated (tiered by transaction size)
☐ Filing fee: $[____]
☐ Filing fee paid via pay.gov (confirm receipt)
☐ Filing submitted — date: [__/__/____]
☐ Confirmation of acceptance received — date: [__/__/____]
☐ Any deficiency letters / requests for correction addressed

3.2 Waiting Period

☐ Initial waiting period (30 calendar days for most filings; 15 for cash tender offers and bankruptcy Section 363 sales)
☐ Waiting period end date: [__/__/____]
☐ Early termination requested? ☐ Yes ☐ No (note: ET suspended for some periods; confirm current availability)
☐ Early termination granted — date: [__/__/____]

3.3 Second Request (if issued)

☐ Second Request date: [__/__/____]
☐ Substantial compliance timeline and strategy
☐ Timing agreement with the investigating agency
☐ Document collection and production plan
☐ Custodian interviews scheduled

3.4 Pull-and-Refile Considerations

☐ Assess whether withdrawing and refiling restarts the waiting period (sometimes used strategically)

Part 4. Coordination and Confidentiality

☐ Parties coordinate on NAICS determinations and revenue data
☐ Overlap narratives aligned between parties
☐ 4(c) document-collection clean teams established
☐ Privilege logs maintained
☐ Dawn-raid / document-preservation protocols in place

Part 5. Closing Mechanics

☐ Confirm expiration of waiting period before closing
☐ No gun-jumping / avoidance of impermissible pre-closing coordination (see 15 U.S.C. § 18a(g)(1))
☐ HSR clearance noted on closing certificate
☐ Post-closing record retention (six years minimum for HSR file)

Part 6. Non-U.S. Merger Control

☐ Identify other jurisdictions requiring notification (EU, UK, Canada, China, Brazil, etc.)
☐ Separate filing checklists maintained for each jurisdiction
☐ Global timing strategy coordinated

Sources and References

• 15 U.S.C. § 18a — Hart-Scott-Rodino Antitrust Improvements Act: https://www.law.cornell.edu/uscode/text/15/18a
• 16 C.F.R. Parts 801–803 (HSR Rules): https://www.ecfr.gov/current/title-16/chapter-I/subchapter-H
• FTC Premerger Notification Program (home page): https://www.ftc.gov/enforcement/premerger-notification-program
• FTC Revised Thresholds Notice (annual): https://www.ftc.gov/legal-library/browse/federal-register-notices
• DOJ Antitrust Division: https://www.justice.gov/atr
• FTC Premerger Notification Manual (current edition)