On January 10, 2013 the Federal Trade Commission (“FTC”) announced that it will raise the jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Act (the “HSR Act”) for all transactions closing on or after February 11, 2013. The HSR Act requires both the Acquiring and Acquired Persons to file premerger notifications with the FTC and the Antitrust Division of the United States Department of Justice if either of the following thresholds is met:

  1. The Acquiring Person acquires or holds voting securities, assets, and non-corporate interests of the Acquired Person in excess of $283.6 million.
  2. The Acquiring Person acquires or holds voting securities, assets, and non-corporate interests of the Acquired Person in excess of $70.9 million, but not more than $283.6 million, provided that either person holds assets or has annual sales in excess of $14.2 million and the other person holds assets or has annual sales in excess of $141.8 million.

The FTC filing fees remain the same, but are now based on the adjusted thresholds as follows:

  1. $45,000 fee for a transaction valued at more than $70.9 million but less than $141.8 million.
  2. $125,000 fee for a transaction valued at $141.8 million or more but less than $709.1 million.
  3. $280,000 fee for a transaction valued at $709.1 million or more.

The FTC will recalculate the above thresholds again in early 2014.