Antitrust enforcers have just announced the annual adjustments in thresholds for filings required under the Hart-Scott-Rodino Premerger Notification Act. These adjustments will be effective in mid to late February. The most important ones are as follows:

  1. Size of transaction. The minimum size of transaction requiring a filing has been increased from $63.1 million to $65.2 million. For most purposes, the size is the greater of the purchase price or fair market value. If your deal is below $65.2 million, you do not have to file even if the parties meet the size of parties test described below. If your deal is between $65.2 million and $260.7 million, then the "size of parties" test applies.  
  2. Size of parties. Generally one party must have assets or annual revenues of at least $130.3 million (up from $126.2 million) and the other must have at least $13.0 million (up from $12.6 million). The only exceptions are:
    1. If the size of transaction is $260.7 million or more (up from $252.3 million), there is no size of parties test and you have to file regardless of the size of the parties involved; and  
    2. If the buyer meets the $130.3 million test and the target is a non-manufacturer, the target’s annual sales are disregarded so that the target will meet the test only if its assets exceed $13.0 million.
  3. Filing fee. The filing fee is $45,000 for deals up to $130.3 million (formerly $126.2 million). For deals between $130.3 million and $651.7 million (formerly ($630.8 million), the fee is $125,000. For deals above $651.7 million, the fee is $280,000.

Remember that the changes will not take effect until mid or late February. Until that time, prior limits apply. Exact dates will be known after the new thresholds are published in the Federal Register.