Each year the FTC is required by statute to adjust the thresholds for Hart-Scott Rodino pre-merger filings. HSR filings and consequent regulatory approval of the transaction are required prior to closing a transaction involving the acquisition of assets (including exclusive licenses) or securities that meets the operative thresholds. The new thresholds announced this week by the FTC will apply to any transactions closed on or after February 18, 2010. The thresholds are revised annually based on the change in GNP. Given the decline in GNP last year, the thresholds have been downwardly adjusted for the first time in history. The key new thresholds are as follows:

  • Size of the transaction: $63.4 million (down from $65.2 million)
  • Size of the parties: $12.7 million and $126.9 (down from $13 million and $130.3 million) except in deals valued over $253.7, where no size of the parties threshold applies.
  • Filing fees (one fee per transaction typically paid by the buyer):
    • $45,000 for deals between $63.4 and $126.9 million
    • $125,000 for deals between $126.9 and $630.8 million
    • $280,000 for deals above $630.8 million

Finally, a quick reminder that most foreign countries also have merger control requirements. If a proposed transaction involves entities with significant operations or annual revenue outside of the United States, an analysis should be conducted to ensure that no foreign filing requirements apply.