Holly Buckley

Thank you.

Hey, Scott, and thanks as always for having me on. A couple of things I think are super interesting that are either impacting deals or just interesting trends. The first is the much anticipated new HSR rule is actually live and went into effect on February 10th. So this new rule is projected to lead to a substantial increase in the time and effort required to complete an HSR filing.

Hey, Scott, and thanks as always for having me on. A couple of things I think are super interesting that are either impacting deals or just interesting trends. The first is the much anticipated new HSR rule is actually live and went into effect on February 10th. So this new rule is projected to lead to a substantial increase in the time and effort required to complete an HSR filing.

So that's for those deals that are over the HSR threshold. And I'll apply unless the Congress or the FTC revises or revokes the rule. And there's also a lawsuit currently challenging the rule. But for now, we're up and running with the new rule. Few things to consider with the new rule.

So that's for those deals that are over the HSR threshold. And I'll apply unless the Congress or the FTC revises or revokes the rule. And there's also a lawsuit currently challenging the rule. But for now, we're up and running with the new rule. Few things to consider with the new rule.

One, the burden of production is much higher and the types of information that need to be produced are much greater. And so it's really important to get training for your deal teams and investment bankers because certain types of information that wouldn't have been previously disclosable now are, such as anything that's gone to the board related to the deal.

One, the burden of production is much higher and the types of information that need to be produced are much greater. And so it's really important to get training for your deal teams and investment bankers because certain types of information that wouldn't have been previously disclosable now are, such as anything that's gone to the board related to the deal.

And so it's just really important that those drafts are all very carefully put together and You're not just relying on the final versions. And it's really important to bring HSR Counsel in much earlier to avoid delays because it's no longer going to be something you can likely complete in five to seven days. So we've been kind of waiting for this one, wondering if it's going to get pulled back.

And so it's just really important that those drafts are all very carefully put together and You're not just relying on the final versions. And it's really important to bring HSR Counsel in much earlier to avoid delays because it's no longer going to be something you can likely complete in five to seven days. So we've been kind of waiting for this one, wondering if it's going to get pulled back.

But for now, it is actually live again.

But for now, it is actually live again.

Yeah. So, I mean, anything that's below the threshold, which it's not just a straight enterprise value threshold, it's a complex equation to kind of get there, but around $120 million, if you're under that point, based on the calculations, you don't need to do an HSR filing. So that hasn't really changed.

Yeah. So, I mean, anything that's below the threshold, which it's not just a straight enterprise value threshold, it's a complex equation to kind of get there, but around $120 million, if you're under that point, based on the calculations, you don't need to do an HSR filing. So that hasn't really changed.

The bigger change is around the type of information that's going to be produced and where it's going to get more complicated, where The corporate structure is more complicated, but also to your point, Scott, where there is more overlap on geographic area and overlapping products and services or overlap on suppliers, that's where the burden is greater and it's going to be more complicated.

The bigger change is around the type of information that's going to be produced and where it's going to get more complicated, where The corporate structure is more complicated, but also to your point, Scott, where there is more overlap on geographic area and overlapping products and services or overlap on suppliers, that's where the burden is greater and it's going to be more complicated.

So I guess an easy way to think about it is for the transactions that generally would have more of an antitrust impact, whether real or potential. Those are the deals that are going to have a much larger review, much larger production, and probably longer timeframes and more likely second requests.

So I guess an easy way to think about it is for the transactions that generally would have more of an antitrust impact, whether real or potential. Those are the deals that are going to have a much larger review, much larger production, and probably longer timeframes and more likely second requests.

For the transactions where it's party A buying party B and party A is not currently in the line of business and doesn't have overlap, I think there's not going to be an awful lot of change, although the initial disclosure will be greater. So I think for those deals that do implicate antitrust laws, you can expect a longer, more painful ride.

For the transactions where it's party A buying party B and party A is not currently in the line of business and doesn't have overlap, I think there's not going to be an awful lot of change, although the initial disclosure will be greater. So I think for those deals that do implicate antitrust laws, you can expect a longer, more painful ride.

Yeah, so last year, one of the big state laws that everyone was very focused on was the California Senate Bill 3129, which would have, if it had gone through in certain of the forms that it was proposed, would have almost prohibited kind of MSOPC, kind of the private equity investment in medical and dental businesses. And Newsom ended up vetoing that law.