On January 21, 2016, the Federal Trade Commission announced revised thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). These thresholds determine whether companies are required to notify federal antitrust authorities about a transaction. The new thresholds, which go into effect 30 days after publication of the Federal Register notice, are as follows:
- The “size of transaction” test has increased to $78.2 million. Therefore, in order to qualify as a potentially reportable transaction under the HSR Act, a buyer must, as a result of the transaction, hold voting securities or assets valued in excess of $78.2 million.
- The “size of person” tests have increased to $15.6 million and $156.3 million, respectively. That is, unless either the acquired or acquiring person has annual net sales or total assets of at least $15.6 million, and the other person has annual net sales or total assets of $156.3 million, the transaction often will not be reportable.
- Transactions in excess of $312.6 million are now reportable even if the “size of person” test is not met.
HSR filing fees remain unchanged, but the thresholds used to calculate the fees have increased to the following:
- An acquisition with a value of $78.2 million, up to $156.3 million, requires the acquiring person to pay a filing fee of $45,000.
- An acquisition with a value of $156.3 million, up to $781.5 million, requires the acquiring person to pay a filing fee of $125,000.
- An acquisition with a value of $781.5 million or more requires the acquiring person to pay a filing fee of $280,000.
McGuireWoods’ Antitrust and Trade Regulation Department has substantial experience in mergers and acquisitions, and its lawyers can assist you in determining how these new rules will affect the reportability of any potential transaction under the HSR Act.