The Federal Trade Commission (FTC) has announced revised Hart-Scott-Rodino Act (HSR) reporting thresholds which became effective February 11, 2013.  Under the revised thresholds, a transaction will be reportable only if, as a result, the acquiring person will hold voting securities, assets, or non-corporate interests of the acquired person valued above $70.9 million, compared to the  $68.2 million threshold in 2012.  The newly adjusted HSR thresholds apply to all transactions that close on or after February 11, 2013. 

The FTC also announced revised thresholds above which companies are prohibited from having interlocking memberships on their boards of directors under Section 8 of the Clayton Act. The new Interlocking Directors thresholds are $28,883,000 for Section 8(a)(1) and $2,888,300 for Section 8(a)(2)(A). The new Section 8 thresholds became effective on January 11, 2013.

In summary, the relevant HSR threshold now are as follows:

Corresponding increases also apply to certain other thresholds and exemptions under the HSR Act.  The complete list of revised HSR thresholds is available on the FTC's website (http://www.ftc.gov/opa/2013/01/clayton.shtm).

For a transaction to be reportable, the acquiring person’s holdings must cross the threshold with respect to which the HSR notification is made within one year of the expiration or early termination of the HSR waiting period.  Once the acquiring person has crossed the applicable threshold during the first year, any additional acquisitions by the same acquiring person of the same issuer’s voting securities will be exempt from notification during the five years following the expiration or early termination of the waiting period, up to the highest value of the threshold range for which the HSR notification was made.  For purposes of this exemption, any subsequent acquisition by the acquiring person would be subject to the adjusted thresholds in effect when the subsequent acquisition is consummated.

HSR filing fees remain as follows: