On Jan. 21, 2011, the Federal Trade Commission (“FTC”) announced revised Hart-Scott-Rodino Act (“HSR Act”) reporting thresholds under which transactions will be reportable only if, as a result of such transaction, the acquiring person will hold voting securities, assets, or non-corporate interests of the acquired person valued above $66.0 million, compared to $63.4 million in 2010. The new adjusted thresholds will apply to all transactions that close on or after the effective date, which is expected to be in late February.
The complete list of revised HSR Act thresholds are set forth below:
Corresponding increases will also apply to certain other thresholds and exemptions under the HSR Act. However, the FTC has not announced any increases to the filing fees applicable to reportable transactions. Therefore, under the revised thresholds, the applicable filing fees will be as follows:
For a reportable transaction, the acquiring person’s holdings must cross the threshold with respect to which the HSR Act notification is made within one year of the expiration or early termination of the HSR Act waiting period. Once the acquiring person has crossed the applicable threshold during the first year, any additional acquisitions by the same acquiring person of same issuer’s voting securities will be exempt from notification during the five years following the expiration or early termination of the HSR Act waiting period, until a higher notification threshold is met or exceeded. For purposes of this exemption, any subsequent acquisition by the acquiring person would be subject to the adjusted thresholds in effect when the subsequent acquisition is consummated.
There are many complex and technical coverage requirements and exemptions under the HSR Act. Accordingly, the advice of counsel must be sought to determine the applicability of the HSR Act’s filing requirements to particular situations.