The Federal Trade Commission yesterday announced changes to the Hart-Scott-Rodino (HSR) Act notification thresholds, as required by the 2000 HSR Act amendments. Under the 2000 amendments, the FTC must adjust certain HSR thresholds for the variation in GNP from the prior year. The changes will not become effective until sometime in February, 30 days after the FTC notice is published in the Federal Register.  

Under the revised thresholds, the size-of-transaction threshold is increased to $65.2 million. Transactions valued at $65.2 million or less will not be reportable. The size-of-parties threshold also increased and will generally require that one party have sales or assets of at least $130.3 million and the other party have sales or assets of at least $13.0 million. Transactions valued at more than $260.7 million will be subject to premerger notification without regard to the sales or assets of the parties. Certain dollar thresholds relevant to HSR exemptions, including those for acquisitions of non-US assets and voting securities, have also increased. The notification thresholds (which determine the filing fee payable) have also increased. The practical effect of these changes is that acquisitions of a slightly larger size scheduled to close after the effective date will not be reportable to the FTC and DOJ.

In summary, the current HSR thresholds will increase as follows:

Size-of-transaction threshold: $63.1 million becomes $65.2 million

Size-of-person threshold: $12.6 million becomes $13.0 million

$126.2 million becomes $130.3 million

Size-of-person valuation "cap": $252.3 million becomes $260.7 million

Notification thresholds: $63.1 million becomes $65.2 million

$126.2 million becomes $130.3 million

$630.8 million becomes $651.7 million