On January 21, 2011, the Federal Trade Commission announced the annual threshold adjustments for pre-merger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) ("HSR"). The new thresholds have increased the dollar amount required to trigger HSR notification with respect to both the size-of-transaction and size-of-person tests.

The revised HSR thresholds will apply to all transactions that close on or after the effective date, which is 30 calendar days following publication of the adjusted thresholds in the Federal Register. Publication will occur shortly, and the effective date will be in late February.

Size of Transaction

The new annual thresholds will increase the minimum value of a transaction that could trigger HSR filing and notification requirements to $66 million, and the value of a transaction that will automatically trigger those requirements to $263.8 million.  

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For any agreement entered into prior to the effective date (late February), the new thresholds will apply to these transactions so long as the transaction is closed on or after the effective date.

Size of Person

The following table reflects the new annual thresholds for the size-of-person test. Under the 2011 revisions, the HSR requirements are generally triggered when the acquired or acquiring "person" in the transaction has at least $131.9 million in annual net sales or total assets, and the other person has at least $13.2 million.

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Filing-Fee Thresholds

The new filing-fee thresholds will also take effect in late February and will apply to transactions filing notification on or after the effective date. For transactions that are imminent or are currently underway, the applicable filing-fee thresholds are those in effect at the time of filing notification.

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