The Federal Trade Commission has revised and once again raised the thresholds for the Hart-ScottRodino Antitrust Improvements Act. The HSR Act requires that parties to proposed stock or asset acquisitions exceeding certain thresholds file premerger notification reports to the FTC and the Antitrust Division of the U.S. Department of Justice and then observe statutorily prescribed waiting periods (usually 30 days) prior to closing the transaction. The new thresholds will go into effect for transactions closing on or after February 25, 2016.

The FTC is required to revise the filing thresholds annually, based on the change in the gross national product.

HSR Filing Thresholds

The primary revisions to the thresholds are increases in the “size of transaction” and “size of person” tests under the HSR Act and Rules.

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* Based on the value of voting securities and assets the acquiring person will hold as a result of the acquisition, including the value of any previously acquired voting securities.

HSR Notification Thresholds

The revisions also will increase notification thresholds for acquisitions of additional voting securities from the same party. As a result, notifications will be required at each of the following thresholds:

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HSR Filing Fee

Filing fees remain the same, but the thresholds that determine the fees have been revised.

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The text of the Federal Register notice, including all of the new thresholds, is available at http://www.antitrustunpacked.com/siteFiles/BlogPosts/revisedthresholds2016__fedreg.pdf .