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On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

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Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

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FTC Announces Revised HSR Thresholds for 2013

Publications

January 17, 2013

The Federal Trade Commission has announced revised thresholds applicable to Hart-Scott-Rodino ("HSR") notification requirements. These revised thresholds will be effective on February 11, 2013. The revised thresholds are detailed below.

Size-of-Transaction Test: The $50 million (as adjusted) threshold used in the size-of-transaction test will increase from $68.2 million to $70.9 million.

Size-of-Persons Test: The $10 million (as adjusted) and $100 million (as adjusted) sales and assets thresholds used in the size-of-persons test will increase from $13.6 million to $14.2 million and from $136.4 million to $141.8 million, respectively. The $200 million (as adjusted) threshold, below which the size-of-persons test applies, will increase from $272.8 million to $283.6 million.

Greater Notification Thresholds: These thresholds, which apply to acquisitions of voting securities made within five years after expiration or termination of the waiting period from a previous HSR filing for an acquisition of voting securities from the same issuer, were revised as follows: 

 

Previous Threshold

Revised Threshold

$136.4 million

$141.8 million

$682.1 million

$709.1 million

25% of voting securities if valued at greater than $1,364.1 million

25% of voting securities if valued at greater than $1,418.1 million

50% of voting securities if valued at greater than $68.2 million

50% of voting securities if valued at greater than $70.9 million

Filing Fees: Filing fee thresholds based upon the value of assets or voting securities being acquired will be revised as follows:

 

Value of Transaction

Filing Fee

$70.9 million to $141.8 million

(previously $68.2 million to $136.4 million)

$45,000

$136.4 million to $709.1 million

(previously $136.4 million to $682.1 million)

$125,000

$709.1 million or more

(previously $682.1 million or more)

$280,000


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