New HSR thresholds for 2013

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Summary

The Federal Trade Commission has announced new filing threshold amounts for HSR Act Premerger Notification Filings.

On January 10, 2013, the Federal Trade Commission ("FTC") announced its approval of new upwardly adjusted filing threshold amounts for Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") Premerger Notification filings. The newly adjusted threshold amounts are effective beginning February 11, 2013 (the "Effective Date").

The threshold amounts for 2013 will be upwardly adjusted from the 2012 amounts as follows:

  • Size of the Transaction — From $68.2 million to $70.9 million. Transactions closing after the Effective Date and valued at less than $70.9 million (total value of assets and voting securities held as a result of the transaction) will not be reportable in 2013.
  • Size of Person — Thresholds of $136.4 million and $13.6 million (total assets or annual net sales) will increase to $141.8 million and $14.2 million, respectively. Where a transaction closing after the Effective Date is valued at between $70.9 million and $283.6 million, at least one person must have total assets or annual net sales of at least $14.2 million and the other person must have total assets or annual net sales of at least $141.8 million for the transaction to be reportable in 2013.
  • Unless an HSR exemption is applicable/available, transactions in excess of $283.6 million ($272.8 million for 2012) closing after the Effective Date will be reportable in 2013 regardless of the size of person test.

The filing fees for 2013 will remain the same, but the applicable threshold amounts will be upwardly adjusted. For transactions valued in excess of $70.9 million but less than $141.8 million, the filing fee is $45,000; for transactions valued at $141.8 million or greater but less than $709.1 million, the filing fee is $125,000; for transactions valued at $709.1 million or greater, the filing fee is $280,000.

The HSR Act is a complicated regulatory schema, with potential traps for the unwary. Civil penalties for failure to comply with the HSR Act can be assessed by the FTC at up to $16,000 per day. Should you have any questions about the information in this Alert or the potential reportability of a transaction, please do not hesitate to contact the authors.