Reed Smith Client Alerts

On January 28, 2020, 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. section 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 and the 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 (February 27, 2020).

Adjusted threshold for size-of-transaction test

The minimum value of a transaction that could trigger an HSR filing will increase from $90 million to $94 million.

 Value of transaction HSR filing requireed? 
 $94 million or less No
More than $94 million, up to $375 million Only if size-of-person test met (see below)
More than $376 million

For any agreement entered into prior to the effective date (February 27), the new thresholds will apply so long as the transaction is closed on or after the effective date.