The US Federal Trade Commission (“FTC”) has revised and, once again, raised the thresholds for the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The HSR Act requires that parties to proposed stock or asset acquisitions exceeding certain thresholds file premerger notification reports to the FTC and the Antitrust Division of the US Department of Justice and then observe statutorily prescribed waiting periods (usually 30 days) prior to closing the transaction. The new HSR Act thresholds were published in the Federal Register on January 23, 2014 and will go into effect on February 24, 2014.
Revised HSR Act Thresholds The primary revisions to the thresholds are increases in the “size of transaction” and “size of person” tests under the HSR Act and Rules. Under the new thresholds, which will go into effect on February 24, 2014, an acquisition of voting securities or assets may be reportable if such securities or assets are valued in excess of $75.9 million (“size of transaction test”), and either the acquiring or acquired party has annual net sales or total assets of at least $15.2 million and the other party has annual net sales or total assets of at least $151.7 million (“size of person test”). The size of person test is not applicable if the value of the transaction exceeds $303.4 million.
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