In Depth
A party must make a filing in Washington and/or Colorado if they satisfy any of the following prongs:
- Principal place of business in the state. This generally refers to the headquarters address of the company making the filing. If a party is headquartered in Washington or Colorado, it will be required to make a submission to that state.
- More than $25.28 million in annual net sales in the state of “goods or services involved in the transaction.” The sales figure of $25.28 million represents 20% of the HSR filing threshold for 2025 ($126.4 million), which is specified as the threshold in these state statutes. The HSR filing threshold changes each year (typically in February and increasing). This threshold refers to sales in, into, and from Washington or Colorado. For the seller, the determination is based on the sales of the target. For the buyer, the determination is based only on the buyer’s sales of products that overlap with what it is acquiring from the target (i.e., products that derive revenue in overlapping North American Industry Classification System (NAICS) codes and/or products identified in the Overlap Description of the HSR form).
- WASHINGTON ONLY: A healthcare provider or provider organization conducting business in the state. Washington defines healthcare providers and provider organizations in sections 19.390.020 and 18.130.040 of the Revised Code of Washington.
A party that satisfies the first prong by having its principal place of business in Washington or Colorado must submit to the respective state its complete HSR filing (both the form and all attachments). Parties that only satisfy the other prongs need only submit the HSR form.
The mini-HSR laws in Washington and Colorado apply to all HSR-reportable transactions regardless of industry. Washington and Colorado, along with several other states, have passed separate merger notification requirements that apply specifically to healthcare transactions. These healthcare transaction notice laws can apply to transactions that are not HSR-reportable and may require submission of additional information and documents.
