Roofed Right America buys B&M Roofing of Colorado

Roofed Right America buys B&M Roofing of Colorado

Starting July 27, 2025, certain mergers and acquisitions (M&As) will require notification to state authorities in addition to federal antitrust authorities. This change is part of a broader trend where states are gaining access to pre-merger notification filings, previously only available to federal regulators.

Washington and Colorado are the first states to enact such laws, with their respective laws coming into effect on July 27 and August 6, 2025, respectively [1]. Under these new laws, companies must submit a copy of their Hart Scott Rodino (HSR) Form to the state attorney general if they maintain their principal place of business in Washington or Colorado, or if they have net annual sales in the state of at least $25.3 million.

The new laws do not impose filing fees or waiting periods. However, noncompliance can result in a penalty of up to $10,000 per day [1]. The laws also prohibit the attorney general from disclosing the HSR filing or any accompanying materials, and exempt these filings from the state's equivalent of the Freedom of Information Act.

These laws are part of a push by states to access HSR filings to decrease the burden associated with challenging proposed transactions. Other states, including California, the District of Columbia, Hawaii, Nevada, and West Virginia, are considering similar legislation [1].

Roofed Right America's acquisition of B&M Roofing of Colorado is an example of a transaction that would require notification under these new laws. Roofed Right America, based in Washington, would need to submit its HSR Form to the Colorado attorney general due to its annual net sales in Colorado exceeding $25.3 million [1].

The new laws do not provide an independent basis for states to challenge deals, but they do allow states to access HSR information without issuing a subpoena. This increased access to information could lead to more state challenges to proposed deals.

Investors and financial professionals should stay apprised of which states require pre-merger notifications, as this landscape is evolving rapidly. Companies should ensure compliance with these new requirements to avoid potential penalties and maintain a smooth M&A process.

References:

[1] Mayer Brown. (2025). New State Notification Requirements for Mergers and Acquisitions. Retrieved from https://www.mayerbrown.com/en/insights/publications/2025/07/new-state-notification-requirements-for-mergers-and-acquisitions