Co-authored by Bonnie L. Chmil.

The Federal Trade Commission has announced the new notification thresholds for pre-merger notification reports that must be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The notification thresholds are adjusted every year for inflation. The new thresholds go into effect on February 11, 2013.

Under the HSR Act, mergers or acquisitions of voting securities, interests in unincorporated entities such as LLCs, and assets are subject to pre-merger notification filing with the FTC and the Department of Justice if the transaction and the parties to the transaction exceed a certain size.

Under the new notification thresholds, the “Size of Transaction” test will increase from $68.2 million to $70.9 million. Therefore, no HSR filing will be required if, as a result of the acquisition, the acquiring person will hold less than $70.9 million of voting stock, unincorporated entity interests and assets of the acquired person.

The thresholds used for the “Size of Person” test have increased as well. Under the revised thresholds, one of the “Persons” involved in the transaction, as defined in the HSR Rules, must have net sales or total assets of at least $14.2 million and the other “Person” must have net sales or total assets of at least $141.8 million. It should be noted that the “Size of Person” test does not apply for transactions valued above $283.6 million.

Under the new thresholds, the HSR filing fees apply as follows:

Fee Transaction Size
$45,000 $70.9 million – $141.8 million
$125,000 $141.8 million – $709.1 million
$280,000 $709.1 million and above

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