On January 10, 2013, the Federal Trade Commission (“FTC”) announced new thresholds for pre-merger notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“the HSR Act”). Most significantly, the FTC announced that the minimum “size-of-transaction” threshold has increased from $68.2 million to $70.9 million. The new thresholds will take effect on Monday, February 11, 2013.
Under the revised thresholds, premerger notification filings may be required in acquisitions involving securities or assets valued at $70.9 million or more (the minimum size-of-transaction threshold) if one of the parties to the transaction has at least $14.2 million in assets or sales and the other party has at least $141.8 million in assets or sales (the size-of-person thresholds). Filings may also be required in transactions involving securities or assets valued at $283.6 million or more regardless of whether the size-of-person thresholds are met.
As of February 11, for transactions valued above $70.9 million but below $141.8 million, the HSR filing fee will be $45,000; for transactions valued at or above $141.8 million but below $709.1 million, the filing fee will be $125,000; and for transactions valued at or above $709.1 million, the filing fee will be $280,000.