Effective February 20, 2015, revised thresholds are being used to determine whether companies must notify federal agencies about a proposed transaction prior to closing. Specifically, the Hart-Scott-Rodino (HSR) Antitrust Improvements Act requires parties to notify the Federal Trade Commission and the Department of Justice before completing transactions that exceed applicable “size of transaction” and “size of person” thresholds.
Based on the revised thresholds, an HSR filing will now typically be required if, among other things, (a) the transaction is valued in excess of $76.3 million, (b) one party has assets or annual sales of at least $152.5 million and (c) another party has assets or annual sales of at least $15.3 million. Alternatively, an HSR filing also will typically be required if, among other things, the transaction is valued in excess of $305.1 million, regardless of each party’s assets and/or annual sales. The value of a transaction for HSR purposes includes the aggregate amount of stock, non-corporate interests and/or assets of the seller that the buyer would hold as a result of the transaction.
The thresholds that determine the applicable HSR filing fee also have been revised. As a result, transactions valued between $76.3 million and $152.5 million will require a $45,000 fee; transactions valued between $152.5 million and $762.7 million will require a filing fee of $125,000; and transactions valued at $762.7 million or more will require a filing fee of $280,000.
Determining whether an HSR filing is required and navigating the process correctly depends heavily upon the unique facts of each transaction. If you have any questions or wish to discuss how the HSR filing requirements and process may apply to your transaction, please contact Tony Aaron
or George Gasper