The Federal Trade Commission (FTC) has announced its annual revision to the jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
Under the new thresholds, no transaction will be reportable unless, as a result of it, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued at more than $133.9 million.
When the Size-of-Persons test applies
If, as a result of the transaction, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued above $133.9 million but below $535.5 million, then the Size-of-Persons test will also need to be met for the transaction to be reportable.
Generally, the Size-of-Persons test will be met if one person (either acquiring or acquired) has annual net sales or total assets equal to or exceeding $26.8 million, and the other person has annual net sales or total assets equal to or exceeding $267.8 million.
The application of the HSR Act is highly fact-specific, and parties are encouraged to confirm filing requirements based on the facts of the specific deal at issue.
The filing fee tiers will also be amended as follows:
Effective date
The new thresholds will go into effect on the date that is 30 days after publication in the Federal Register, which is expected in the next few days.
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