/>iFTC Announces New HSR Thresholds
On January 17, 2014, the Federal Trade Commission announced the annual adjustments to the jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Act (HSR).
The new HSR threshold amounts will become effective on or about February 17, 2014 (30 days after publication in the Federal Register).
Pursuant to an amendment to the 1976 HSR Act, the FTC is required to annually adjust the HSR jurisdictional threshold tests based on changes to the U.S. gross national product for the most recent fiscal year compared to the gross national product for the fiscal year ending September 30, 2003.
Size of Transaction Test
Effective next month, premerger notification may be required if the purchaser will acquire and hold certain assets, voting securities, or interests in non-corporate entities valued at more than $75.9 million USD. (The original size of transaction threshold was $50 million; the 2013 amount was $70.9 million.)
Size of Person Test
Effective next month, the size-of-person threshold will be met if one of the parties to the transaction has total assets or annual net sales valued at $151.7 million USD or more, and the other party has at least $15.2 million USD in total assets or annual net sales. (The original size-of-person thresholds were $100 million and $10 million; currently, they are $141.8 million and $14.2 million.)
Under the HSR Act, acquisitions with a high size-of-transaction value are not subject to the size-of-person threshold test and are therefore reportable unless otherwise exempt. Effective next month, this threshold will be $303.4 million USD or more. (The original number was $200 million; currently the threshold is $283.6 million.)
Filing Fees
The amounts of the HSR filing fees remain unchanged.
The filing fee is $45,000 USD for transactions where the acquiring person will hold an aggregate total amount of assets, voting securities, or controlling non-corporate interests valued at more than $75.9 million USD but less than $151.7 million USD.
A filing fee of $125,000 USD is required if the acquiring person will hold an aggregate total amount of assets, voting securities, or controlling non-corporate interests valued at $151.7 million USD or more but less than $758.6 million USD.
An HSR filing fee of $280,000 USD is required for transactions where the acquiring person will hold an aggregate total amount of assets, voting securities, or controlling non-corporate interests valued in excess of $758.6 million.
