The Federal Trade Commission has announced revised thresholds applicable to Hart-Scott-Rodino (HSR) notification requirements, which will be effective in late February 2017. The revised thresholds are:
Size-of-Transaction Test: The threshold used in the size-of-transaction test will increase from $78.2 million to $80.8 million.
Size-of-Persons Test: The sales and assets thresholds used in the size-of-persons test will increase from $15.6 million to $16.2 million and from $156.3 million to $161.5 million, respectively. The size-of-transaction threshold above which the size-of-persons test no longer applies will increase from $312.6 million to $323.0 million.
Greater Notification Thresholds: These thresholds, which apply to subsequent acquisitions of voting securities made within five years after expiration or termination of the waiting period of a previous HSR filing for an acquisition of voting securities from the same issuer, were revised as follows:
|
2016 Threshold |
Revised 2017 Threshold |
|
$156.3 million |
$161.5 million |
|
$781.5 million |
$807.5 million |
|
25% of voting securities if valued at greater than $1,563 million |
25% of voting securities if valued at greater than $1,615 million |
|
50% of voting securities if valued at greater than $78.2 million |
50% of voting securities if valued at greater than $80.8 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 |
|
$80.8 million to |
$45,000 |
|
$161.5 million to |
$125,000 |
|
$807.5 million or more |
$280,000 |
The penalty for HSR violations increased last year from $16,000 per day to $40,000 per day and is now annually adjusted. The daily penalty was increased to $40,654, effective on July 24, 2017.