The Federal Trade Commission (the “FTC”) has announced revisions to the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) thresholds, which will become effective sometime in February 2010 (30 days after they are published in the Federal Register, which we expect will happen shortly). Notably, this year’s thresholds will decrease slightly compared to last year’s thresholds, including the “size of transaction” threshold, which will decrease from $65.2 million to $63.4 million. Pursuant to Section 7A(a)(2) of the Clayton Act, the FTC is required to revise the HSR thresholds annually based upon the change in gross national product.
Under the HSR Act, when a deal meets the “size of person” and “size of transaction” thresholds, and no exemption from reporting is available, the deal must be reported to the FTC and the U.S. Department of Justice and the parties must wait for a designated period of time before closing.
Size of Person. The size of person threshold will be met if one party in the deal has assets or annual sales totaling $126.9 million or more and one other party involved in the deal has assets or annual sales of at least $12.7 million. This threshold does not apply if the transaction is valued at more than $253.7 million.
Size of Transaction. The size of transaction threshold will be met if the buyer will hold an aggregate amount of stock, non-corporate interests and/or assets of the seller valued at more than $63.4 million as a result of the deal.
The notification thresholds applicable to voting security purchases by minority owners will also decrease:
Click here to view table.
In addition, the thresholds applicable to many exemptions, including those governing foreign acquisitions, will decrease. The $500 million threshold applicable to acquisitions of oil and gas reserves, however, will remain the same.