On January 21, 2011, the Federal Trade Commission approved changes to the Hart- Scott-Rodino (HSR) premerger filing thresholds. The HSR Act requires parties to transactions which meet certain size thresholds to make a premerger notification filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice. Generally, filings are required when transactions meet both a size-of-transaction threshold and a size-of-person threshold.
Annual adjustments to the HSR thresholds (based on the change in gross national product) are required by the 2000 amendments to the HSR Act. The new thresholds become effective 30 days after publication in the Federal Register, which is expected shortly. Transactions that will close on or after the effective date are subject to the revised thresholds.
The size-of-transaction thresholds will increase as follows (the corresponding HSR filing fees are noted in parenthesis):
- The lowest threshold to increase from $63.4 million to $66 million ($45,000 filing fee);
- The middle threshold to increase from $126.9 million to $131.9 million ($125,000 filing fee); and
- The highest threshold to increase from $634.4 million to $659.5 million ($280,000 filing fee).
Transactions valued at more than $263.8 million (increased from $253.7 million) may require a filing without satisfying the size-of-person test.
For transactions valued between $66 million and $263.8 million, the size-of-person threshold amounts will increase as follows:
- The $12.7 million threshold will increase to $13.2 million; and
- The $126.9 million threshold will increase to $131.9 million.
The minimum size of a transaction for which an HSR filing must be made will be $66 million, increased from $63.4 million.