New HSR Filing Thresholds (2012)

January 26, 2012

On January 24, 2012, the Federal Trade Commission announced that it will again increase the dollar-based thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”). The new thresholds will go into effect 30 days after they are published in the Federal Register, which is expected to take place shortly. The following are some of the more important changes:

  • The threshold for the “size of transaction” test will be raised from $66.0 million to $68.2 million. An acquisition may be reportable if the value of the voting securities and assets held as a result of the transaction is above this threshold and it meets the “size of person” test.
  • The “size of person” test will now be met if either the acquiring or acquired party has annual net sales or total assets of at least $136.4 million and the other party has annual net sales or total assets of at least $13.6 million. These thresholds had previously been set at $131.9 million and $13.2 million, respectively.
  • Satisfaction of the “size of person” test will not be required, however, if the transaction is valued at more than $272.8 million (previously $263.8 million). Such transactions are reportable unless an exemption applies.
  • The new thresholds do not affect the applicable filing fees, but the thresholds that determine the fees have been revised. Under the new thresholds, a fee of $45,000 will be required for transactions valued in excess of $68.2 million but less than $136.4 million, $125,000 for transactions valued at $136.4 million or greater but less than $682.1 million, and $280,000 for transactions valued at $682.1 million or more.

The new HSR threshold modifications also apply to certain other thresholds and exemptions, and follow significant revisions to the HSR premerger notification rules and form announced in July of 2011. For more information on the July 2011 revisions, please click here to see Seward & Kissel’s summary.

If you have any questions concerning the foregoing, HSR generally or any exemptions therefrom, please contact your Seward & Kissel relationship attorney or Nick Katsanos in the firm’s Business Transactions Group.