The Federal Trade Commission (FTC) recently announced new filing thresholds that will apply to mergers and acquisitions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended (the Act). These new thresholds will go into effect on March 4.
Under the revised notification thresholds, transactions valued above $92 million will require HSR notification when they satisfy other requirements of the Act. This threshold is a decrease from the current threshold of $94 million. The FTC adjusted the filing thresholds for larger transactions as well. The current $188 million threshold will be decreased to $184 million, and the current $940.1 million threshold will be decreased to $919.9 million. Under the new thresholds, the filing fee for notifiable transactions valued:
- above $92 million but less than $184 million, remains at $45,000;
- above $184 million but less than $919.9 million, remains at $125,000; and
- above $919.9 million remains at $280,000.
Transactions valued between $92 million and $184 million also must satisfy the “size of person” test in addition to the “size of transaction” test for a filing to be required. The FTC also announced new size of person thresholds. Under the new thresholds, one party to the transaction must have net sales or total assets of at least $18.4 million, and another party to the transaction must have net sales or total assets of at least $184 million. Transactions valued greater than $368 million under the HSR rules will require a filing regardless of the size of the persons involved.