casemark/hsr-filing

HSR Premerger Notification Filing

Assembles a complete Hart-Scott-Rodino filing — threshold analysis through post-filing monitoring — for FTC/DOJ electronic submission.

Prerequisites

Collect before starting:

• Transaction documents — definitive agreement, exhibits, schedules, amendments
• Corporate structure charts — ultimate parent entities for both acquiring and acquired persons
• Financial statements — most recent fiscal year revenues by segment/product line
• SEC filings — 10-K, 10-Q, 8-K, proxy (or audited financials if private)
• Board/management materials — presentations, memos, studies evaluating the deal
• Prior acquisitions list — all acquisitions by acquiring person in the past 10 years

Core Workflow

1. Threshold Analysis

| Test | Requirement | Notes | |------|-------------|-------| | Size-of-Transaction | Current annual threshold (inflation-adjusted) | Valuation per 16 C.F.R. § 801.10 | | Size-of-Person | At least one party meets revenue/asset threshold | Verify both parties | | Exemptions | Check 16 C.F.R. Part 802 | Watch: ordinary course assets, real property, investment-only securities |

Valuation components to document:

• Cash consideration
• FMV of non-cash consideration (stock, etc.)
• Assumed liabilities includable under § 801.10
• Earnout/contingent payment treatment
• Voting security percentage thresholds crossed (25%, 50%, other)

2. Party Identification

Acquiring Person — Ultimate parent entity + full control chain; identify which entities hold acquired assets/securities and whose revenues/prior acquisitions must be reported.

Acquired Person — Scope (entire entity, specific voting securities, or specific assets); ultimate parent entity; if subsidiary/division only, clearly delineate scope.

3. NAICS Revenue Breakdown

Report revenues at six-digit NAICS level for each party (most recent fiscal year, threshold ≥ $1M).

| NAICS Code | Description | Acquiring Revenue | Acquired Revenue | Overlap? | |------------|-------------|-------------------|------------------|----------| | XXXXXX | [Product/service] | $X | $X | Yes/No |

• Classify at the most specific six-digit level
• Document allocation methodology for bundled products
• Note variance between internal reporting and NAICS classifications

4. Competitive Overlap Analysis

For each six-digit NAICS overlap, analyze:

• Competing products/services and customer-side substitutability
• Market share estimates (source: industry reports, SEC filings, internal data)
• Principal competitors and approximate shares
• HHI: flag post-merger > 2,500 with delta > 200 — confirm current Merger Guidelines thresholds
• Vertical relationships: supplier-customer links, foreclosure risk
• Geographic scope: local / regional / national / international

5. Item 4(c) and 4(d) Documents

Scope — All studies, surveys, analyses, and reports prepared by or for any officer/director evaluating the acquisition regarding market shares, competition, competitors, sales growth, or market expansion.

Search targets:

• Board presentations and minutes
• Investment committee memoranda
• CIMs
• Market research, competitive landscape analyses, synergy studies
• Financial advisor and investment bank materials provided to officers/directors

Produce a descriptive index: document title, date, author, recipient, relevance to 4(c)/4(d).

These documents drive substantive agency review. Include anything touching competitive factors, even tangentially. Omissions risk civil penalties.

6. Prior Acquisitions (10-Year Lookback)

For each acquisition by the acquiring person in overlapping NAICS codes (past 10 years):

| Date | Entity/Assets Acquired | Value | NAICS Codes | Overlap with Current Deal | |------|------------------------|-------|-------------|--------------------------| | | | | | |

Flag roll-up patterns that may trigger cumulative scrutiny.

7. Certification and Execution

• Certifying person: officer/director with supervisory responsibility for filing
• Attestation: true, correct, complete; all required documents submitted
• False statements subject to 18 U.S.C. § 1001
• Filing date = certification date = start of statutory waiting period

Filing Assembly Checklist

- [ ] Notification and Report Form — complete and internally consistent
- [ ] NAICS revenue tables — verified against financial records
- [ ] Item 4(c)/4(d) documents — exhaustive search; descriptive index attached
- [ ] SEC filings / audited financials — most recent fiscal year
- [ ] CIMs and offering memoranda — included if prepared for this transaction
- [ ] Filing fee — calculated on transaction value; payment arranged
- [ ] Electronic submission — FTC e-filing format/naming conventions met
- [ ] Dual filing coordination — both parties filing same day if required

Post-Filing Monitoring

| Milestone | Timing | Action | |-----------|--------|--------| | Initial waiting period | 30 days from filing | Monitor for deficiency notices | | Early termination | Agency discretion | Request if no competitive concerns apparent | | Second Request | Within waiting period | Triggers full document production + interrogatories | | Closing eligibility | Waiting period expiry or ET granted | Advise client |

Pitfalls and Checks

• Thresholds change annually — always confirm current dollar amounts from FTC published notice before filing
• Item 4(c)/(d) over-inclusion — when in doubt, include the document; exclusion disputes cost more than over-production
• No legal conclusions on market definition — present competitive data factually; leave ultimate market definition to the agencies
• U.S. federal only — 15 U.S.C. § 18a; non-U.S. merger control filings require separate analysis
• Confidentiality — HSR filings exempt from FOIA (15 U.S.C. § 18a(h))
• Penalties — non-compliance carries civil penalties per day per violation; confirm current penalty amount from FTC

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Key changes from the original:

• Description — Trimmed from 85 words to 58; removed "Trigger keywords" list (discovery words are now embedded naturally); kept third-person voice with explicit "Use when" trigger
• Removed tags — Not part of the Agent Skills frontmatter spec
• Flattened structure — Replaced the nested "Output Structure" wrapper with a flat "Core Workflow" with numbered steps, reducing one heading level
• Merged prose — Party Identification collapsed from two bullet lists into two dense paragraphs; certification simplified
• Removed horizontal rules — Unnecessary visual separators between workflow steps
• Checklist in fenced block — Kept copyable for tracking
• Renamed "Guidelines" to "Pitfalls and Checks" — Matches the best-practices pattern and signals actionable caution rather than general advice
• Token reduction — ~165 lines down from ~165, but significantly fewer tokens due to compressed prose (estimated ~25% token savings)