The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) requires that parties to significant mergers, acquisitions, or other transactions notify the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”) prior to consummating the transaction. Each year, the FTC amends the thresholds that trigger this premerger notification requirement based on changes in the gross national product.
On February 15, the FTC announced its annual adjustments to the HSR Act filing thresholds for deals signed in 2019. These new thresholds represent a 6.6% increase over the 2018 thresholds and are expected to be published in the Federal Register during the week of February 18, 2019. They will become effective 30 days following publication.
The new filing thresholds are as follows:
- Size of Transaction Test: The new thresholds require a filing where the purchase price or fair market value of the assets being acquired is at least $90 million, up from $84.4 million in 2018.
- Size of Parties Test: One transacting party is also now required to have assets or annual revenues of $180 million (up from $168.8 million in 2018) and the other party must have assets or annual revenues of $18 million or more (up from $16.9 million). In the event that the size of the transaction exceeds $359.9 million (up from $337.6 million), the parties must submit an HSR filing regardless of the size of their assets or annual revenues.
- Filing Fee Thresholds: The required HSR filing fees remain the same, but the threshold ranges used to determine these fees have increased. Going forward, transactions valued:
- Between $90 million and $180 million (up from between $84.4 million and $168.8 million) are subject to a $45,000 filing fee.
- Between $180 million and $899.8 million (up from $168.8 million and $843.9 million) carry a fee of $125,000.
- Greater than $899.8 million (up from $843.9 million) now require a $280,000 transaction fee.
- Civil Penalties: In addition to the changes in the filing thresholds, the FTC has increased the maximum civil penalty for HSR Act violations to $42,530 per day, up from $41,484 per day in 2018.