The Federal Trade Commission has announced the annual threshold adjustments for pre-merger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. §18a) (“HSR”). The new thresholds will take effect Feb. 28, 2008 and will govern all transactions closing on or after that date.
The new thresholds have increased the dollar amount required to trigger HSR notification and waiting period requirements with respect to both the size-of-transaction and size-of-person tests. Filing fee thresholds have also increased.
The new annual thresholds have raised the minimum value of a transaction that could trigger HSR filing and notification requirements to $63.1 million, and the value of a transaction that will automatically trigger those requirements to $252.3 million.
As stated above, the new $63.1 million threshold will apply to transactions closing on or after Feb. 28, 2008. This means that an agreement for a transaction valued at $60 million entered into sometime between now and Feb. 28 will not be reportable because it will be subject to the new thresholds—as long as it is closed on or after the effective date.
The following table reflects the new annual thresholds for the size-of-person test. Generally, the HSR requirements are triggered when the acquired or acquiring “person” in the transaction has at least $126.2 million in annual net sales or total assets, and the other person has at least $12.6 million.
Filing Fee Thresholds
New filing fee thresholds also apply beginning Feb. 28, 2008
For transactions that are imminent or currently underway, the applicable filing fee thresholds are those in effect at the time of filing notification. For example, a filing made in January 2008 that is valued at $120 million will require a $125,000 filing fee, while that same filing notification made on or after Feb. 28, 2008 would have a filing fee of $45,000.