On January 21, 2016, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds.

The FTC is required to revise the jurisdictional thresholds annually, based on the change in the US gross national product. The HSR thresholds will increase in 2016 by approximately 2.5%. The changes are expected to become effective in mid-February 2016, 30 days after notice is published in the Federal Register. The application of these thresholds, particularly to cross-border transactions, is rarely straightforward and requires a thorough understanding of the statute and the voluminous and complex implementing regulations.

The size-of-transaction threshold will increase to US$78.2 million from US$76.3 million. Transactions in which the acquirer will hold voting securities, non-corporate interests or assets valued above that amount (as calculated under the Act) may be reportable if the size-of-parties test is also satisfied and no exemptions are available.

The size-of-parties threshold will also increase. It generally will require that one party have sales or assets of at least US$156.3 million and the other party have sales or assets of at least US$15.6 million. (Currently these thresholds are US$152.5 million and US$15.3 million, respectively.) Transactions valued at more than US$312.6 million will be subject to pre-merger notification without regard to the sales or assets of the parties. (Currently, this threshold is US$305.1 million.)

Certain dollar thresholds relevant to HSR exemptions, including those for acquisitions of non-US assets and voting securities, will also increase. The notification thresholds (which determine the filing fee payable) have increased as well, although the filing fees have not changed.

To summarize, the new HSR thresholds are as follows:

Size-of-transaction threshold:

US$ 76.3 million will become US$ 78.2 million

Size-of-parties thresholds:

US$ 15.3 million will become US$ 15.6 million

US$ 152.5 million will become US$ 156.3 million

Size-of-parties valuation “cap”:

US$ 305.1 million will become US$ 312.6 million

Notification thresholds:

US$ 76.3 million will become US$ 78.2 million

US$ 152.5 million will become US$ 156.3 million

US$ 762.7 million will become US$ 781.5 million

Filing fees:

No changes  

Noncompliance with the HSR act carries serious penalties; parties should consult with their counsel before acting.