What the dated releases showed
The FTC's January 20 guidance set the new minimum Hart-Scott-Rodino size-of-transaction threshold at $133.9 million, effective February 17, 2026.[1] It explained that reportability uses the threshold in effect at closing, while the filing-fee threshold is the one in effect when the waiting period begins, usually at initial filing.[1] These were different calendar tests.[1]
The agency supplied a useful illustration: a deal valued at $130 million closing on or after February 17 would fall below the new minimum, even though it exceeded the previous $126.4 million threshold.[1] That was the FTC's hypothetical, not a Praxus transaction. Owners near the boundary would still need counsel to determine the applicable valuation and reporting obligations.
The filing form was a separate issue. A February 20 Simpson Thacher update reported that a federal district court had vacated the expanded HSR form on February 12 and stayed its order for seven days.[2] The same update reported that the Fifth Circuit had granted an administrative stay "until further order of [the] court," preserving the expanded form pending further court action.[2] The firm's guidance was to expect to use the expanded form through the following week, subject to further court action; that was contemporary guidance, not a prediction we can now treat as certain.[2]
The preparation burden had substance. The FTC's October 2024 rule announcement specified additional transaction documents from deal-team supervisors, certain high-level business plans, descriptions of overlapping business lines and supply relationships, and disclosure of buyer investors, including those with management rights.[3] The announcement described the agencies' initial premerger assessment period as typically 30 days.[3] It did not promise that every transaction would close on that schedule.
There was also a separate warning about conduct before closing. In January 2025, the FTC announced a $5.6 million settlement with XCL, Verdun and EP Energy over alleged illegal premerger coordination.[4] Its complaint alleged that the buyer-side companies assumed operational control over parts of EP's business before closing, including coordination on customer contracts and prices.[4] This was an enforcement example, not evidence of how frequently smaller transactions encounter the same problem.
Praxus interpretation
For an owner choosing between offers, we would treat the proposed closing date as an assumption requiring support. Ask counsel to establish reportability and the applicable form before setting a filing milestone. Ask the buyer which information it still needs to supply. A timetable that starts the review clock at signing, without allowing for preparation, would need revision.
The February litigation supported a contingency plan rather than a decision to stop collecting information. We would assign responsibility for each filing workstream and have counsel confirm the operative requirements immediately before submission. If requirements changed, the team could revise the package from organized records instead of rebuilding it under pressure. The retrospective cutoff gives no basis to assume a later court outcome.
The purchase agreement and financing plan should also address a longer interval between signing and closing. We would ask who bears additional financing expense, how long commitments remain available and what happens if the outside date arrives before the transaction can close. Those are negotiating questions, not a standard allocation suitable for every seller.
Finally, keep integration planning separate from instructions about running the seller's business. Have counsel define permitted information sharing and pre-closing conduct. An owner should be able to explain both the steps remaining before completion and who still controls daily decisions while those steps are unfinished.
