On January 21, 2011, the Federal Trade Commission announced the
annual threshold adjustments for pre-merger filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C.
§ 18a) ("HSR"). The new thresholds have increased
the dollar amount required to trigger HSR notification with respect
to both the size-of-transaction and 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. Publication will occur shortly, and the effective
date will be in late February.
Size of Transaction
The new annual thresholds will increase the minimum value of a transaction that could trigger HSR filing and notification requirements to $66 million, and the value of a transaction that will automatically trigger those requirements to $263.8 million.
Value of Transaction |
Pre-merger Notification Applies |
Less than $66 million |
No |
$66 million to $263.8 million |
Only if size-of-person test met |
Greater than $263.8 million |
Yes |
For any agreement entered into prior to the effective date (late February), the new thresholds will apply to these transactions so long as the transaction is closed on or after the effective date.
Size of Person
The following table reflects the new annual thresholds for the size-of-person test. Under the 2011 revisions, the HSR requirements are generally triggered when the acquired or acquiring "person" in the transaction has at least $131.9 million in annual net sales or total assets, and the other person has at least $13.2 million.
Original Threshold 2011 |
Indexed Threshold |
|
Total assets or annual net sales of acquiring/acquired person |
$100 million |
$131.9 million |
Total assets or annual net sales of other person |
$10 million |
$13.2 million |
Filing-Fee Thresholds
The new filing-fee thresholds will also take effect in late February and will apply to transactions filing notification on or after the effective date. For transactions that are imminent or are currently underway, the applicable filing-fee thresholds are those in effect at the time of filing notification.
Value of Transaction |
Filing Fee |
More than $66 million up to $131.9 million |
$45,000 |
$131.9 million up to $659.5 million |
$125,000 |
$659.5 million and above |
$280,000 |
This article is presented for informational purposes only and is not intended to constitute legal advice.