On January 17, 2014, the Federal Trade Commission (“FTC”) announced new thresholds for pre-merger notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“the HSR Act”). Most significantly, the FTC announced that the minimum “size-of-transaction” threshold has increased from $70.9 million to $75.9 million. The new thresholds are expected to take effect in late February, 30 days after notice is published in the Federal Register.
Under the revised thresholds, pre-merger notification filings may be required in acquisitions involving securities or assets valued at $75.9 million or more (the minimum size-of-transaction threshold) if one of the parties to the transaction has at least $15.2 million in assets or sales and the other party has at least $151.7 million in assets or sales (the size-of-person thresholds). Filings may also be required in transactions involving securities or assets valued at $303.4 million or more regardless of whether the size-of-person thresholds are met.
When the revised thresholds take effect, for transactions valued above $75.9 million but below $151.7 million, the HSR filing fee will be $45,000; for transactions valued at or above $151.7 million but below $758.6 million, the filing fee will be $125,000; and for transactions valued at or above $758.6 million, the filing fee will be $280,000.
If you have any questions about the new HSR thresholds or the application of the HSR rules more generally, please contact any of your regular U.S. antitrust contacts or any of our partners and counsel listed under Antitrust and Competition under the “Practices” section of this website.
