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.
Please see full Alert below for further information.
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