On January 21, the Federal Trade Commission published new notification and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The revised thresholds will apply to all mergers and acquisitions that close on or after February 20.
Revised Notification Thresholds
Under the revised notification thresholds, no transaction will be reportable unless it will result in the acquiring person holding voting securities, assets or non-corporate interests of the acquired person valued above $76.3 million.
Where the value of the voting securities, assets or non-corporate interests being acquired is between $76.3 million but below $305.1 million, the Size-of-Person test will also need to be met for the transaction to be reportable. Generally, under the revised thresholds, the Size-of-Person test requires that either the acquiring or acquired person has annual net sales or total assets equal to or exceeding $15.3 million, and the other person has annual net sales or total assets equal to or exceeding $152.5 million.
Where the transaction value is $305.1 million or more, the Size-of-Person test need not be satisfied for an HSR filing to be required.
Revised Filing Fee Thresholds
The fees that must accompany HSR filings are also being revised. The new fee structure will be:
$45,000 for transactions valued above $76.3 million and below $152.5 million;
$125,000 for transactions valued at or above $152.5 million and below $762.7 million; and
$280,000 for transactions valued at or above $762.7 million.