On January 13, 2009, the Federal Trade Commission (“FTC”) formally published
the revised thresholds for premerger filings under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (“HSR Act”). The FTC is required to adjust
annually the HSR Act’s jurisdictional and exemption thresholds in accordance
with changes in the Gross National Product. These new thresholds for
transactions that will close on or after February 12, 2009 are as follows:
- The “size of transaction” test has increased to
$65.2 million. Therefore, in order to qualify as a potentially reportable
transaction under the HSR Act, a buyer must, as a result of the transaction,
hold voting securities or assets valued in excess of $65.2 million.
- The “size of person” tests have increased to $13 and $130.3 million
respectively. That is, unless either the acquired or acquiring person has
annual net sales or total assets of at least $13 million and the other
person has annual net sales or total assets of $130.3 million, the
transaction will often not be reportable.
- Transactions in excess of $260.7 million are now reportable even if the
“size of person” test is not met.
The HSR filing fees remain unchanged, but the thresholds utilized to
calculate the filings fees have increased. Under the revised thresholds:
- Acquisitions with a value of $65.2 million up to $130.3 million require
the acquiring person to pay a filing fee of $45,000;
- Acquisitions with a value of $130.3 million up to $651.7 million require
the acquiring person to pay a filing fee of $125,000;
- Acquisitions with a value of $651.7 million or more require the
acquiring person to pay a filing fee of $280,000.
McGuireWoods’ Antitrust Department has substantial experience in mergers and
acquisitions and can assist you in determining how these new rules will affect
the reportability of any potential transaction under the HSR Act.
For more information on these issues, please visit our
Antitrust & Trade