Revised Hart-Scott-Rodino Thresholds Take Effect Revised Hart-Scott-Rodino Thresholds Take Effect

Revised Hart-Scott-Rodino Thresholds Take Effect

Effective February 27, 2017, the Federal Trade Commission has revised the thresholds used to determine whether companies must notify federal agencies about a proposed acquisition 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.

An HSR filing will now typically be required if, among other things, (a) the transaction is valued in excess of $80.8 million, (b) one party has assets or annual sales of at least $161.5 million and (c) another party has assets or annual sales of at least $16.2 million. Alternatively, an HSR filing also will typically be required if, among other things, the transaction is valued in excess of $323 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 $80.8 million and $161.5 million will require a $45,000 fee; transactions valued between $161.5 million and $807.5 million will require a filing fee of $125,000; and transactions valued at $807.5 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.

This publication is intended for general information purposes only and does not and is not intended to constitute legal advice. The reader should consult with legal counsel to determine how laws or decisions discussed herein apply to the reader’s specific circumstances. 



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