Recently, the Federal Trade Commission (“FTC”) proposed changes to the Hart-Scott Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“Form”) required to be filed by companies with the FTC or Antitrust Division of the U.S. Department of Justice (“Agencies”) for their review of certain proposed transactions with a value in excess of $63.4 million (the current size of the transaction threshold).

While the Agencies have stated that the proposed changes are intended to streamline the Form, the changes will create additional disclosure obligations for some filers, particularly investment funds and similar entities with portfolio companies under common management. Among the changes that have been proposed are (1) new reporting requirements regarding “associate” entities of the acquiring company intended to target investment funds and master limited partnerships in the energy industry, (2) the addition of Item 4(d) to the Form, (3) certain adjustments to the reporting of revenues in Item 5 and (4) new reporting requirements for “unincorporated entities.” These proposed changes may be materially burdensome to certain filers.

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