Summary
Are you contemplating a merger or acquisition with a connection to Washington State? Effective July 27, 2025, any transaction requiring pre-notification under the federal Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) may also require notification to the Washington Attorney General.
The Upshot
Washington became the first state to adopt the Antitrust Premerger Notification Act (APNA), modeled on a uniform version of the legislation. Colorado has also passed APNA legislation, with notification requirements effective in August 2025, and several other states are in various stages of legislative consideration. Under APNA, any transaction for which an HSR Act filing is made on or after July 27, 2025, will also require a filing with the Washington Attorney General if the acquiring or acquired party:
- has its principal place of business in Washington;
- has annual net sales in Washington of the goods or services involved in the transaction that are at least 20 percent of the HSR Act filing threshold—anything over $25.28 million, based on the current HSR Act threshold of $126.4 million; or
- is a health care provider or organization conducting business in Washington.
APNA requires the filing of HSR Act materials with the Washington Attorney General "contemporaneously" with a submission to the federal regulators. Failure to file may result in civil penalties of up to $10,000 per day.
The Bottom Line
Every transaction subject to an HSR Act filing may now be subject to a contemporaneous requirement to file with the Washington Attorney General.
On April 4, 2025, Washington became the first state to enact the Uniform Antitrust Premerger Notification Act (APNA). APNA is a state-law version of the federal Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), which for decades has required parties to mergers and acquisitions to file transaction information and observe a waiting period before closing. If a merger or acquisition is subject to the HSR Act, and has a sufficient nexus to Washington State, the transacting parties must now also submit HSR Act materials to the Washington Attorney General for review.
Which transactions are subject to APNA?
Under APNA, any transaction for which an HSR Act filing is made on or after July 27, 2025, will also require a filing with the Washington Attorney General if the acquiring or acquired party:
- has its principal place of business in Washington;
- has annual net sales in Washington of the goods or services involved in the transaction that are at least 20 percent of the HSR Act filing threshold (the current HSR Act threshold is $126.4 million, meaning the Washington threshold is $25.28 million); or
- is a health care provider or organization conducting business in Washington.
What information must be filed?
If a party to an APNA-covered transaction has its principal place of business in Washington, that party must file a complete copy of its HSR Act submission. All other parties subject to APNA must initially submit only the HSR Act form, but the Washington Attorney General may subsequently request a complete copy of all documentary material.
When is an APNA submission filed?
Submissions to the Washington Attorney General must be "contemporaneous" with the HSR Act notification.
Is there an APNA filing fee?
APNA expressly prohibits the Washington Attorney General from collecting a fee connected with filing or providing the form or additional documentary material.
Is an APNA filing confidential?
The Washington Attorney General must keep APNA filings—including the existence of the filing—confidential, with limited exceptions. The Washington Attorney General may share APNA information with the U.S. Department of Justice, the Federal Trade Commission, and attorneys general of other states adopting equivalent confidentiality requirements. The Washington Attorney General may also disclose APNA information in an administrative or judicial proceeding if the merger is relevant to that proceeding and subject to a protective order.
Is there an APNA waiting period?
Unlike the federal HSR Act, there is no independent waiting period under APNA. The parties to a merger or acquisition subject to APNA may close their transaction as soon as permissible under the HSR Act, subject to any judicial injunctive orders that may be sought by the Washington Attorney General or other regulators.
What are the risks of failing to file under APNA?
The Washington Attorney General May seek a civil penalty of up to $10,000 per day for noncompliance.
CONCLUSIONS
Beginning on July 27, 2025, parties to every transaction above the HSR filing threshold must conduct an analysis as to whether the transaction also requires a filing with the Washington Attorney General. If the transaction is subject to APNA, parties must submit HSR Act materials with the Washington Attorney General contemporaneously with their HSR Act filing or risk significant civil penalties. Other states are in the process of following Washington's lead in adopting APNA.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
