Planning for the new HSR Form

As antitrust practitioners know, parties to certain mergers and acquisitions are required to submit premerger notification forms that disclose information about their proposed deal and business operations to the FTC and DOJ’s Antitrust Division. By now, everyone has heard the news that the Commission voted unanimously to issue rules that update the information parties must provide to the agencies on their HSR Forms. That rulemaking was published in the Federal Register on November 12, making the effective date for the new HSR Form February 10, 2025.

The changes to the HSR Form and Instructions will involve adjustments for practitioners both inside and outside the Agencies and we have already started planning for what comes next. Over the next few months, the FTC’s Premerger Notification Office (PNO) will help navigate the transition from the current form to the new form to minimize disruption or delay in processing the new forms. Until February 10, 2025, filers should continue to use the current Form and Instructions. But if a deal in the works will be notified on or after that date, it’s never too early to plan for submitting a filing using the new HSR form.

The PNO will soon post a detailed overview of the changes on its website to help practitioners understand the requirements of the new Form and Instructions. After this guidance is posted, the PNO will invite practitioners to submit questions of broad applicability and PNO staff will post answers on the website. The PNO will be updating other form-related guidance and tips as quickly as practical, including detailed instructions on how to submit required new materials along with the form. Some things won’t change: The PNO will continue to rely on the Kiteworks platform to receive HSR filings, and filers will continue to submit filing fees in the same way they do now.

Watch the PNO website for these developments and more in the months to come.