Reed Smith Client Alert

On February 15, 2019, the Federal Trade Commission (FTC) announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (HSR). The FTC revises the thresholds annually based on the change in gross national product. The new thresholds have increased the dollar amount required to trigger HSR notification for both the size-of-transaction test and the size-of-person test. 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 late March.

Adjusted threshold for size-of-transaction test

The minimum value of a transaction that could trigger an HSR filing will increase from $84.4 million to $90 million.

Value of Transaction HSR filing required?
 $90 million or less No
More than $90 million up to $359.9 million Only if size-of-person test met (see below)
More than $359.9 million Yes

 For any agreement entered into prior to the effective date (late March), the new thresholds will apply so long as the transaction is closed on or after the effective date.