The Federal Trade Commission has announced revised thresholds applicable to Hart-Scott-Rodino (HSR) notification requirements, which will be effective thirty days from their publication in the Federal Register. The revised thresholds are:
Size-of-Transaction Test: The threshold used in the size-of-transaction test will increase from $75.9 million to $76.3 million.
Size-of-Persons Test: The sales and assets thresholds used in the size-of-persons test will increase from $15.2 million to $15.3 million and from $151.7 million to $152.5 million, respectively. The threshold below which the size-of-persons test applies will increase from $303.4 million to $305.1 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 of a previous HSR filing for an acquisition of voting securities from the same issuer, were revised as follows:
|
Previous Threshold |
Revised Threshold |
|
$151.7 million |
$152.5 million |
|
$758.6 million |
$762.7 million |
|
25% of voting securities if valued at greater than $1,517.1 million |
25% of voting securities if valued at greater than $1,525.3 million |
|
50% of voting securities if valued at greater than $75.9 million |
50% of voting securities if valued at greater than $76.3 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 |
|
$76.3 million to $152.5 million (previously $75.9 million to $151.7 million) |
$45,000 |
|
$152.5 million to (previously $151.7 million to $758.6 million) |
$125,000 |
|
$762.7 million or more (previously $758.6 million or more) |
$280,000 |