On January 17, 2014, the Federal Trade Commission announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (“HSR”). The new thresholds have increased the dollar amount required to trigger HSR notification for both the size-of-transaction and size-of-person tests.
The revised HSR thresholds will apply to all transactions that close on or after the effective date, which is 30 calendar days following publication of the adjusted thresholds in the Federal Register. Publication will occur shortly, and the effective date will be in mid-February.
Size of Transaction
The new annual thresholds will increase the minimum value of a transaction that could trigger an HSR filing, as follows:
|Value of Transaction||HSR Filing Required?|
|$75.9 million or less||No|
|More than $75.9 million up to $303.4 million||Only if size-of-person test met (see below)|
|More than $303.4 million||Yes|
For any agreement entered into prior to the effective date (mid-February), the new thresholds will apply to these transactions so long as the transaction is closed on or after the effective date.
Size of Person
The following table reflects the new annual thresholds for the size-of-person test. Under the 2014 revisions, the HSR requirements are generally triggered when the acquired or acquiring person has at least $151.7 million in annual net sales or total assets, and the other person has at least $15.2 million.
|Original Threshold||2014 Indexed Threshold|
|Total assets or annual net sales of acquiring/acquired person||$100 million||$151.7 million|
|Total assets or annual net sales of other person||$10 million||$15.2 million|
The new filing-fee thresholds will also take effect in mid-February and will apply to transactions filing notification on or after the effective date. For transactions that are imminent or are currently underway, the applicable filing-fee thresholds are those in effect at the time of filing notification.
|Value of Transaction||Filing Fee|
|More than $75.9 million but less than $151.7 million||$45,000|
|$151.7 million but less than $758.6 million||$125,000|
|$758.6 million or more||$280,000|
For additional information and analysis, please contact one of the authors.
Client Alert 2014-024