Helpful Hints When Submitting an HSR Filing
Below are some issues that often arise during the processing of HSR filings. The Premerger Office strongly recommends that all filers follow these suggestions.
- Information Requests
Requests for filing status and transaction numbers should be addressed to the main Premerger number, 202-326-3100. Please do not call the Premerger staff person reviewing the filing for this basic information. - Form Items
Each item on the Form requires its own answer. Do not fill out some items on the Form by referencing other items on the Form. Cross-referencing delays the review of the filing and could delay a grant of early termination. - Item 1(g)
It is critically important that the contact representative be accessible during the waiting period so the PNO can contact someone about questions or problems with the filing,. If the contact person will be unavailable when the filing is going to be reviewed, consider a different contact person. At the very least, in such a situation please designate an alternative contact person who can answer questions about the filing. - Item 2(c)
The 50% threshold is the highest threshold. When the acquiring person is acquiring control of the acquired entity through the acquisition of voting securities, the 50% box should be checked and no other. - Item 4(c)
Each 4(c) document should receive a different attachment or reference number and should be separately stapled or clipped together. - The Affidavit
Pay close attention to the affidavit language required by 803.5: For non-801.30 transactions, the affidavit or declaration MUST state that an agreement (or contract or letter of intent) has been executed and must further attest to the good faith intention of the filing party to complete the acquisition. It is not sufficient to note the existence of an agreement without stating that the agreement was in fact executed by the parties; i.e., do not say "Pursuant to an agreement, dated September 20, 2006, Company A will acquire voting securities of Company B." Staff has been instructed to require filers to redo affidavits if the required "execution" language is not included. This may result in a delay of the start of the waiting period.
