On February 11, 2013, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting securities, assets, or unincorporated interests must notify the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”) of a proposed transaction and comply with a mandatory waiting period before the transaction can be consummated.
HSR Thresholds Raised. The revised HSR thresholds reflect the adjusted jurisdictional requirements, based on the change in the gross national product, for determining whether a proposed transaction must be reported under HSR and, if so, the required filing fee. Generally, transactions will not be reportable under the new thresholds unless they are valued for HSR purposes at more than $70.9 million. If the value of the proposed transaction is at least $70.9 million but less than $272.8 million, the transaction will not be reportable unless the “ultimate parents” of the acquiring and the acquired firms also meet a certain mini-mum “size-of-person” test — in most instances, where one parent (including all entities it controls) has net sales or total assets of at least $14.2 million and the other has net sales or total assets of $141.8 million. Where the jurisdictional tests are met, the transactions are reportable unless an exemption applies. The table below includes the original and the new adjusted figures for each relevant HSR threshold. Parties should be mindful that there are many other factors that impact whether a given transaction is subject to the jurisdictional thresholds in addition to these dollar thresholds.
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