The Federal Trade Commission (FTC) recently announced the 2017 revised jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The FTC revises the thresholds annually based on the change in the gross national product.

The 2017 thresholds are all higher than the current amounts. For example, the minimum size-of-transaction threshold will increase from $78.2 million to $80.8 million, while the size-of-person thresholds will increase from $15.6 million and $156.3 million to $16.2 million and $161.5 million, respectively.

A summary of the new thresholds, which will become effective in February, follows.

New 2017 Jurisdictional Thresholds

Under 2017 jurisdictional thresholds, a transaction will be reportable if:

Size of Transaction Test

The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities, assets and/or interests in non-corporate entities of the acquired person valued in excess of $80.8 million; and

Size of Person Test

The acquiring person or the acquired person has annual net sales or total assets of $16.2 million or more, and the other person has annual net sales or total assets of $161.5 million or more.

Transactions valued at greater than $323 million are reportable, regardless of the size-of-person test.

New 2017 Filing Fee Thresholds

Filing fee

The 2017 filing fee thresholds are as follows:

$45,000

If the aggregate amount of voting securities, assets and/or interests in non-corporate entities to be held as a result of the transaction is greater than $80.8 million but less than $161.5 million.

$125,000

If the aggregate amount of voting securities, assets and/or interests in non-corporate entities to be held as a result of the transaction is equal to or greater than $161.5 million but less than $807.5 million.

$280,000

If the aggregate amount of voting securities, assets and/or interests in non-corporate entities to be held as a result of the transaction is equal to or greater than $807.5 million.