FTC Announces Revised HSR Thresholds for 2013

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