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Hsr Filing

Prepare HSR Premerger Filings in Minutes, Not Hours

14 minutes with CaseMark

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Hsr Filing

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Hsr Filing

Overview

CaseMark's HSR Filing skill automates the preparation of Hart-Scott-Rodino premerger notification filings required for FTC and DOJ antitrust review. From threshold verification and NAICS revenue mapping to Item 4 document collection and competitive overlap analysis, the tool assembles a complete filing package ready for counsel review and electronic submission.

Preparing an HSR premerger notification filing is one of the most document-intensive tasks in M&A practice. Teams spend days manually verifying thresholds, mapping corporate structures, breaking down revenues by NAICS code, and hunting through board materials for Item 4 responsive documents — all under tight deal timelines where filing delays can jeopardize closing schedules.

CaseMark automates the heavy lifting of HSR filing preparation by analyzing transaction documents, financial statements, and corporate records simultaneously. The AI generates threshold determinations, NAICS revenue tables, competitive overlap maps, and organized Item 4 document indices — delivering a structured filing package that dramatically accelerates the path from deal signing to FTC/DOJ submission.

How it works

  1. 1. Upload transaction documents, financial statements, corporate structure charts, and board materials

  2. 2. AI analyzes HSR thresholds, maps party structures, and generates NAICS revenue breakdowns

  3. 3. Review competitive overlap analysis, Item 4 document index, and exemption screening

  4. 4. Export the complete filing package in your preferred format (DOCX, PDF) for FTC/DOJ electronic submission

What you get

  • Threshold Analysis Summary

  • Party Identification & Corporate Structure

  • NAICS Revenue Breakdown Tables

  • Item 4(c)/4(d) Document Index

  • Competitive Overlap Analysis

  • Prior Acquisitions Disclosure

  • Complete Filing Assembly Checklist

What it handles

  • Automated size-of-transaction and size-of-person threshold verification with inflation-adjusted calculations

  • Six-digit NAICS revenue breakdown generation for both acquiring and acquired persons

  • Item 4(c) and 4(d) document identification, collection tracking, and privilege review

  • Competitive overlap analysis mapping horizontal and vertical relationships between parties

  • Prior acquisitions disclosure covering the acquiring person's 10-year acquisition history

  • Complete filing assembly with party identification, corporate structure mapping, and exemption analysis

Required documents

  • Transaction Documents

    Definitive agreement, exhibits, schedules, and any amendments governing the transaction

    .pdf, .docx

  • Financial Statements

    Most recent fiscal year financial statements with revenue breakdowns by segment or product line, including SEC filings (10-K, 10-Q) or audited financials for private companies

    .pdf, .docx, .xlsx

  • Corporate Structure Charts

    Organizational charts showing the ultimate parent entity and full control chain for both acquiring and acquired persons

    .pdf, .docx, .pptx

Supporting documents

  • Board and Management Materials

    Board presentations, management memos, and internal studies evaluating the transaction for Item 4(c)/4(d) responsiveness review

    .pdf, .docx, .pptx

  • Prior Acquisitions Records

    List or records of all acquisitions made by the acquiring person in the past 10 years

    .pdf, .docx, .xlsx

  • SEC Filings

    8-K filings, proxy statements, and other SEC disclosures related to the transaction or the parties

    .pdf

Why teams use it

Reduce HSR filing preparation time from days to hours with automated threshold analysis and revenue mapping

Minimize the risk of incomplete filings by systematically identifying Item 4(c)/4(d) responsive documents

Ensure accurate party identification and corporate structure mapping across complex multi-entity transactions

Streamline prior acquisitions disclosure with automated 10-year acquisition history compilation

Questions

How does CaseMark determine whether a transaction meets HSR filing thresholds?

CaseMark automatically applies the current inflation-adjusted size-of-transaction and size-of-person tests under 16 C.F.R. § 801.10. It analyzes cash consideration, non-cash consideration, assumed liabilities, earnouts, and voting security percentages to produce a comprehensive threshold determination.

Can CaseMark handle the NAICS revenue breakdown for both parties?

Yes. CaseMark extracts revenue data from financial statements and SEC filings, then maps it to six-digit NAICS codes for both the acquiring and acquired persons. It flags all revenue lines meeting the $1M reporting threshold and highlights areas of competitive overlap.

How does the tool assist with Item 4(c) and 4(d) document collection?

CaseMark scans uploaded board materials, management presentations, and deal memos to identify documents responsive to Item 4(c) and 4(d) requirements. It generates an organized index with privilege flags, helping your team ensure nothing is missed before submission.

Does CaseMark check for HSR exemptions?

Absolutely. CaseMark screens the transaction against exemptions under 16 C.F.R. Part 802, including ordinary course asset acquisitions, real property exemptions, and investment-only securities. It flags applicable exemptions and explains why they may or may not apply.

Is the output ready for direct FTC/DOJ electronic submission?

CaseMark produces a comprehensive filing package organized to mirror the HSR notification form structure. While final review by antitrust counsel is always recommended, the output is designed to minimize the gap between draft and submission-ready filing.

How does CaseMark handle complex corporate structures with multiple entities?

CaseMark maps the full control chain from the transacting entity up to the ultimate parent entity for both sides. It identifies which entities' revenues and prior acquisitions must be reported and clearly delineates scope when only a subsidiary, division, or specific assets are being acquired.

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