New HSR Thresholds to Take Effect Soon

Alert |
Steven J. Cernak, William M. Hannay

On January 19, 2017, the FTC 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 30 days after publication in the Federal Register. Pursuant to an amendment to the 1976 HSR, the FTC is required to adjust HSR jurisdictional threshold tests annually, 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 $80.8 million USD. (The 2003 size-of-transaction threshold was $50.0 million; the 2016 amount was $78.2 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 $161.5 million or more, and the other party has at least $16.2 million in total assets or annual net sales. (The 2003 size-of-person thresholds were $100.0 million and $10.0 million respectively; currently, they are $156.3 million and $15.6 million.)

Under HSR, 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 $323.0 million or more. (The 2003 number was $200.0 million; the current threshold is $312.6 million.)

Filing Fees
The amounts of HSR filing fees remain unchanged.

The filing fee of $45,000 is required 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 $80.8 million but less than $161.5 million.

A filing fee of $125,000 is required for transactions where the acquiring person will hold an aggregate total amount of assets, voting securities, or controlling non-corporate interests valued at $161.5 million or more but less than $807.5 million.

A filing fee of $280,000 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 $807.5 million.

To discuss the potential HSR reportability of your transaction, contact Bill Hannay, Steve Cernak or any member of Schiff Hardin's Antitrust and Trade Regulation Group.