On January 21, the Federal Trade Commission (FTC) announced the new filing thresholds that will apply to mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). The changes will go into effect in late February, 30 days after they are published in the Federal Register. Under the revised notification thresholds, transactions valued above $78.2 million will require HSR notification when they meet the other requirements of the HSR Act. This is an increase from the current threshold of $76.3 million. The filing thresholds for larger transactions will be adjusted as well. The current $152.5 million threshold will be increased to $156.3 million, and the current $762.7 million threshold will be increased to $781.5 million.
Under the new thresholds, the filing fee for notifiable transactions valued above $78.2 million but less than $156.3 million remains at $45,000. Transactions valued above $156.3 million but below $781.5 million will require a filing fee of $125,000. Transactions valued above $781.5 million will require a filing fee of $280,000.
For transactions valued between $78.2 million and $312.6 million under the HSR Act, the “size of person” test also must be met for a filing to be required. The size of person thresholds have also been increased. Under the new thresholds, one party to the transaction must have net sales or total assets of at least $15.6 million, and another party to the transaction must have net sales or total assets of at least $156.3 million. Transactions valued greater than $312.6 million under the HSR rules will require a filing regardless of the size of the persons involved.
The FTC’s announcement on the revised thresholds is available here.