On January 19, 2010, 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. This year, for the first time, the HSR thresholds have decreased. 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 decrease as follows (the corresponding HSR filing fees are noted in parenthesis):
- The lowest threshold to decrease from $65.2 million to $63.4 million ($45,000 filing fee);
- The middle threshold to decrease from $130.3 million to $126.9 million ($125,000 filing fee); and
- The highest threshold to decrease from $651.7 million to $634.4 million ($280,000 filing fee).
Transactions valued at more than $253.7 million (decreased from $260.7 million) will not need to satisfy the size-of-person test.
For transactions valued between $63.4 million and $253.7 million, the size-ofperson threshold amounts will decrease as follows:
- The $13.0 million threshold will decrease to $12.7 million; and
- The $130.3 million threshold will decrease to $126.9 million.