On Jan. 23, 2014, the U.S. Federal Trade Commission announced new Hart-Scott-Rodino filing thresholds for mergers and acquisitions. The new thresholds will go into effect on Feb. 24, 2014. Transactions that close on or after the effective date will be subject to the revised thresholds. Any acquisition of voting securities and/or assets requires premerger notification to the FTC and the U.S. Department of Justice under the HSR Act and the regulations promulgated thereunder (16 C.F.R. Sections 801–803) if the following tests are satisfied and if no exemption applies (15 U.S.C. Section 18a(a)(2)). Where an HSR notification is required, both parties must file, the acquiring person must pay a filing fee ((i) $45,000 for transactions below $151.7 million, (ii) $125,000 for transactions of $151.7 million or more but below $758.6 million, and (iii) $280,000 for transactions of $758.6 million or more), and the parties must observe a 30 day waiting period prior to closing.
The new thresholds are as follows:
- Transactions valued at $75.9 million or less are not reportable: If, as a result of the acquisition, the acquiring person will hold an aggregate total amount of voting securities and assets of the acquired person valued at $75.9 million or less, then the HSR Act does not apply regardless of the size of the parties involved;
- Transactions valued in excess of $303.4 million are reportable: If, as a result of the acquisition, the acquiring person will hold an aggregate total amount of voting securities and assets of the acquired person valued in excess of $303.4 million, then the HSR Act applies and a filing must be made prior to the acquisition regardless of the size of the parties involved;
-
Transactions valued in excess of $75.9 million but less
than $303.4 million: If, as a result of the acquisition,
the acquiring person will hold an aggregate total amount of voting
securities and assets of the acquired person valued in excess of
$75.9 million but not in excess of $303.4 million, then the HSR Act
applies only if the following size-of-parties
tests are also met:
- One party to the transaction, or its Ultimate Parent Entity, must have $151.7 million or more in total assets or annual net sales; and
- The other party to the transaction, or its Ultimate Parent Entity, must have $15.2 million or more in total assets or annual net sales.
The FTC's notice is available here.
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