On Jan. 24, 2012, the Federal Trade Commission announced revised thresholds
for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR
Act). These thresholds determine whether companies are required to notify
federal antitrust authorities about a proposed transaction. The new thresholds,
which go into effect 30 days after publication of the Federal Register notice,
are as follows:
- The "size of transaction" test has increased to $68.2 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 $68.2 million.
- The "size of person" tests have increased to $13.6 million and $136.4
million, respectively. That is, unless either the acquired or acquiring
person has annual net sales or total assets of at least $13.6 million and
the other person has annual net sales or total assets of $136.4 million, the
transaction will often not be reportable.
- Transactions in excess of $272.8 million are now reportable even if the
"size of person" test is not met.
HSR filing fees remain unchanged, but the thresholds used to calculate the
fees have increased. Under the revised thresholds:
- Acquisitions with a value of $68.2 million up to $136.4 million require
the acquiring person to pay a filing fee of $45,000.
- Acquisitions with a value of $136.4 million up to $682.1 million require
the acquiring person to pay a filing fee of $125,000.
- Acquisitions with a value of $682.1 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.