On January 21, 2016, the Federal Trade Commission (FTC) announced the new, revised jurisdictional thresholds for reporting transactions pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). The new thresholds for HSR notification will become effective before the end of February 2016.
Section 7A of the Clayton Act, which is more commonly known as the HSR Act, requires all persons contemplating certain mergers, acquisitions, joint ventures and corporate and non-corporate formations (e.g., LLCs and LPs), which meet or exceed the HSR Act's jurisdictional thresholds, to (1) notify the FTC Bureau of Competition and the US Department of Justice (DOJ) Antitrust Division and (2) wait the statutory 30-day period before consummating the transaction (unless early termination of the waiting period is granted). Pursuant to the 2000 Amendments to Section 7A, the FTC is required to revise the jurisdictional thresholds annually based on the change in gross national product.
No transaction resulting in an acquiring person holding an aggregate total amount of voting securities or assets in the acquired party of less than $78.2 million (up from the prior level of $76.3 million) will need to be reported under the rules. (Please note, however, that transactions with values falling below this threshold are still subject to antitrust review by the FTC or the DOJ's Antitrust Division).
All acquisitions that result in an acquirer holding an aggregate total amount of the voting securities or assets of the acquired party in excess of $312.6 million (formerly $305.1 million) will be reportable, unless otherwise exempted.
"Size of the person" test
Acquisitions valued between $78.2 million and $312.6 million are reportable based on the size of the acquiring person and the size of the acquired person (i.e., "size of the person" test). Generally, the "size of the person" test will require that one side of the transaction have sales or assets of at least $15.6 million (up from $15.3 million) and the other side have sales or assets of at least $156.3 million (up from $152.5 million).
The filing fees will remain the same, and will apply to the revised thresholds as follows:
|Value of assets or voting securities to be held||Fee Amount|
|Greater than $78.2 million but less than $156.3 million||
|$156.3 million or greater but less than $781.5 million||
|$781.5 million or greater||
Further information regarding revisions to the HSR Act can be found on the FTC website.