The Federal Trade Commission announced on January 6, 2009 revised thresholds for filings under the Hart-Scott-Rodino Act. Each year, the FTC revises the thresholds based on changes in the gross national product. The revised threshold is applicable to transactions closing 30 days after publication of the FTC notice in the Federal Register. The revised threshold applicable to most transactions will be $65.2 million. This is the threshold that applies to the "size of transaction" test.
The Hart-Scott-Rodino Act requires notification of certain mergers or acquisitions to the FTC and the Justice Department's Antitrust Division. The parties to the transaction must then wait a designated period of time before consummating the transaction. While the $65.2 million revised threshold will apply to most transactions, there are several other tests that must be met before it can be determined that a filing is required. While the analysis for most transactions is straightforward, the application of HSR to some transactions can be quite complex. So those contemplating a transaction should consult with legal counsel before determining whether or not a filing is required. For more information on the revised thresholds, visit the FTC website at: http://www.ftc.gov/opa/2009/01/claytonact.shtm.