The HSR waiting period cannot begin retroactively. As I am sure you have already explained to your client, the HSR waiting period begins when the FTC and the DOJ receive a complete premerger notification filing as required by the HSR Act and Rules. Although sending the fee to the PNO is a separate process from submitting the filing, the fee is a part of the premerger notification. So the waiting period does not begin until the PNO has both the filing and the required fee.
Question
From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Friday, March 1, 2024 11:15:42 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Filing Fee
[Redacted]
The HSR waiting period cannot begin retroactively. As I am sure you have already explained to your client, the HSR waiting period begins when the FTC and the DOJ receive a complete premerger notification filing as required by the HSR Act and Rules. Although sending the fee to the PNO is a separate process from submitting the filing, the fee is a part of the premerger notification. So the waiting period does not begin until the PNO has both the filing and the required fee.
Best,
Vesselina
From: [Redacted]
Sent: Thursday, February 29, 2024 7:11:19 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Filing Fee
Dear PNO,
We submitted item 4c documents on February 23 in connection with an HSR filing submitted by a third party acquired person. We understand the acquiring person’s filing fee was not received until today. Our client has requested that we inquire as to whether it may be possible for the waiting period to begin retroactively on Feb. 23 to facilitate a March closing.