The Federal Trade Commission (the "FTC") recently announced revisions to the jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act"). The HSR Act requires parties to transactions meeting certain size and other tests to file premerger notification forms with both the FTC and Department of Justice Antitrust Division and observe a mandatory waiting period prior to closing. The HSR Act requires the FTC to revise the thresholds annually based on changes in the gross national product. The new thresholds apply to any transaction closing on or after February 27, 2012.
Under the revisions, the size of transaction thresholds has been increased from $66.0 million to $68.2 million. As a result, the HSR Act requirements will now apply to acquisitions resulting in the acquiring person holding assets and/or voting securities of the acquired person valued in excess of $68.2 million. For transactions valued between $68.2 million and $272.8 million (up from $263.8 million), the size-of-the-person test will continue to apply. This test will now make the transaction reportable only where one party has sales or assets of at least $136.4 million (up from $13.2 million). All transactions valued in excess of $272.8 million are reportable regardless of the size of the parties.
The filing fee schedule under the HSR Act is (i) $45,000 for transactions valued in excess of $68.2 million but less than $136.4 million, (ii) $125,000 for transactions valued at $136.4 million or greater but less than $682.1 million and (iii) $280,000 for transactions valued at $682.1 million or more.
FTC News Release (Jan. 24, 2012)