What is a second request?

A second request is a demand for many more documents and data about a deal. The FTC or the Justice Department sends it during the first HSR wait.

Its formal name is a request for additional information and documentary material. Company filings may use that name instead.

Say Woodgrove agrees to buy Litware for $50.00 a share. Litware traded at $38.00 before the deal and trades at $48.00 now.

Both file under HSR. On day 28 of the 30-day wait, the FTC sends each of them a second request.

The deal now can't close until both have answered it and a further wait has passed.

An agency sends one when it needs more information to judge whether a deal would harm competition.

The request typically asks for business documents and data. They cover the companies' products or services, and the markets where they do business. The agency may also interview staff, informally or under oath.

Only one agency investigates a given deal. The FTC and the Justice Department agree between themselves which one takes it.

A second request decides nothing by itself. The agency may still let the deal go ahead, settle for changes, or sue to block it.

A second request keeps the HSR wait open. The usual order:

1. 1

   The request arrives

   It must come before the first wait ends: usually 30 days, or 15 in a cash tender offer.

2. 2

   The companies gather what it asks for

   Documents, data and interviews. This can take months.

3. 3

   They certify substantial compliance

   Each certifies it has handed over what was asked, and explains any gaps. The agency may dispute it.

4. 4

   A last wait runs

   30 more days from compliance. In a cash tender offer, 10 days from the buyer's compliance. Then the HSR wait ends. A court order or other closing conditions may still hold up the closing.

The companies may also agree with the agency to wait longer than the law requires. The FTC's standard form has them agree they won't close until 60 to 90 calendar days after they comply. Agreements can set other periods.

Before any second request, and before the first wait ends, the buyer may withdraw its filing and refile it within 2 business days. That starts a new wait, giving the agency more time.

It can do this once with no new fee, if the deal hasn't materially changed.

In each fiscal year from 2016 to 2025, between 1.6% and 3.0% of the deals that could get one did.

Bigger deals get them more often. In the year to September 30, 2025, 2.7% of deals worth $1 billion to $10 billion got one. Over $10 billion, it was 21.1%.

Amazon agreed to buy iRobot in August 2022. Both companies filed under HSR on August 19, 2022.

On September 19, 2022, the FTC sent each of them a second request. iRobot disclosed it in an SEC filing the next day.

That filing said the wait would now run until 30 days after both companies substantially complied.

The deal never closed. The companies ended it on January 28, 2024, saying it had no path to approval in the EU.

Companies often announce a second request in a press release or an SEC filing. What they hand over stays confidential, unless it's needed in a court or agency case.

The news can widen the spread. The review can delay closing, and the agency may still challenge the deal.

The expected close may move later. If the review runs past the outside date, many agreements allow it to be extended.

Shown as the HSR stage Second request, in the pending colour. The Regulatory column reads HSR second request.