The Federal Trade Commission (FTC) has announced revisions to the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) thresholds, which will become effective on February 27, 2012.  The revised thresholds will apply to any transaction closing on or after the effective date. The FTC is required to revise the HSR thresholds annually based upon the change in gross national product. 

Under the HSR Act, when a deal satisfies the “size of person” and “size of transaction” thresholds, and no exemption from reporting is available, the deal must be reported to the FTC and the U.S. Department of Justice and the parties must wait for a designated period of time before closing the transaction.

Size of Person. The revised size of person threshold will be met if one party involved in the deal has assets or annual sales totaling $136.4 million or more and one other party involved in the deal has assets or annual sales of at least $13.6 million. Satisfaction of the size of person threshold is not required, however, if the transaction is valued at more than $272.8 million.

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