The U.S. federal government is facing possible shutdowns on or around October 1, 2013, and again in mid-October/early November. With this threat looming on the near-term horizon (and so close to when many companies are starting to contemplate year-end closings for pending transactions), below are answers to some questions parties considering transactions that may require Hart-Scott-Rodino (HSR) premerger notifications or informal interpretations of the HSR Rules may have:
- Can I still file HSR during a government shutdown? Yes. The Federal Trade Commission (FTC) and U.S. Department of Justice will be accepting HSR filings.
- Do I have any chance of receiving early termination of the HSR waiting period if I file during a government shutdown? No. The agencies will not be granting early termination of the 30-calendar-day waiting period. Parties should take this into account when planning transaction negotiations and closing. Also note that the last day in 2013 to submit an HSR filing, observe the 30-day waiting period and close by December 31, 2013, without relying on early termination of the waiting period is Friday, November 29, 2013.
- Can I expect to receive a prompt response to my request for an informal interpretation of the HSR Rules? No. The FTC’s Premerger Notification Office will not have sufficient staffing to answer hypothetical questions as quickly as they typically do (if at all).
Parties considering transactions that may require HSR filings should note these protocols in the event of a government shutdown, and allow for enough time to observe the full statutory 30-day waiting period prior to closing.