On Jan. 15, 2015, 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 transaction. The new thresholds, which go
into effect 30 days after publication of the Federal Register notice, are as
- The “size of transaction” test has increased to
$76.3 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 $76.3 million.
- The “size of person” tests have increased to $15.3 million and $152.5
million, respectively. That is, unless either the acquired or acquiring
person has annual net sales or total assets of at least $15.3 million and
the other person has annual net sales or total assets of $152.5 million, the
transaction often will not be reportable.
- Transactions in excess of $305.1 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 to the following:
- Acquisitions with a value of $76.3 million, up to $152.5 million,
require the acquiring person to pay a filing fee of $45,000.
- Acquisitions with a value of $152.5 million, up to $762.7 million,
require the acquiring person to pay a filing fee of $125,000.
- Acquisitions with a value of $762.7 million or more require the
acquiring person to pay a filing fee of $280,000.
Antitrust and Trade Regulation Department has substantial experience in
mergers and acquisitions, and its lawyers can assist you in determining how
these new rules will affect the reportability of any potential transaction under
the HSR Act.