FTC Announces Revised HSR Thresholds for 2014

January 29, 2014

The Federal Trade Commission (FTC) has announced revised thresholds applicable to Hart-Scott-Rodino (HSR) notification requirements, effective on February 24, 2014. The revised thresholds are:

Size-of-Transaction Test: The threshold used in the size-of-transaction test will increase from $70.9 million to $75.9 million.

Size-of-Persons Test: The sales and assets thresholds used in the size-of-persons test will increase from $14.2 million to $15.2 million and from $141.8 million to $151.7 million, respectively. The threshold below which the size-of-persons test applies, will increase from $283.6 million to $303.4 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
$141.8 million $151.7 million
$709.1 million $758.6 million
25% of voting securities if valued at greater than $1,418.1 million 25% of voting securities if valued at greater than $1,517.1 million
50% of voting securities if valued at greater than $70.9 million 50% of voting securities if valued at greater than $75.9 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
$75.9 million to $151.7 million
(previously $70.9 milling to $141.8 million)
$45,000
$151.7 million to $758.6 million
(previously $141.8 million to $709.1 million)
$125,000
$758.6 million or more
(previously $709.1 million or more)
$280,000
For additional information about this topic, please contact any of the authors.