On February 15, 2019, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. Please find the FTC press release here. The changes will become effective 30 days after publication in the Federal Register, which is expected this week. The announcement was delayed this year due to the partial federal government shutdown.
Revised Jurisdictional Thresholds
The HSR minimum size-of-transaction threshold will increase to $90 million from $84.4 million. Transactions in which the acquirer will hold voting securities, noncorporate interests or assets valued above that amount (as calculated under the Act) may be reportable if the size-of-parties test is also satisfied and no exemptions are available.
In addition to the increase in the minimum size-of transaction threshold, the most significant adjustments are the following:
- The size-of-person tests will increase from $168.8 million to $180.0 million and from $16.9 million to $18.0 million, with respect to the required level of annual net sales or total assets;
- The larger size-of-transaction threshold, which is applicable even if the size-ofperson test is not met, will increase from $337.6 million to $359.9 million. This means that transactions valued in excess of $359.9 million will be reportable regardless of whether the size-of-person threshold is met (unless an exemption applies).
Revised Filing Fees
The filing fee levels will be adjusted as follows:
- A $45,000 filing fee will be required for transactions valued in excess of $90.0 million but below $180.0 million;
- A $125,000 filing fee will be required for transactions valued from $180.0 million to $899.8 million; and
- A $280,000 filing fee will be required for transactions valued at or above $899.8 million.
Revised Fines for HSR Act Violations
The HSR Act provides that any person who fails to comply with any provision of the HSR Act may be subject to a civil penalty for each day during which such person is in violation. The FTC separately announced the revised maximum civil penalty for violations of the HSR Act would be $42,530 per day. This became effective on February 14, 2019. See Federal Register publication here.