2015 Hart-Scott-Rodino Thresholds

The U.S. Federal Trade Commission (FTC) has announced its annual revisions to the notification and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).¹ The HSR Act is an antitrust statute that authorizes the FTC and the Antitrust Division of the Department of Justice (DOJ) to suspend certain types of acquisitions and evaluate their potential anticompetitive effects. The HSR Act requires the parties contemplating mergers or acquisitions that meet or exceed certain jurisdictional thresholds to (i) provide information to the FTC and DOJ regarding the acquisition and the parties’ business operations, and (ii) await the expiration of a statutory waiting period before completing the proposed transaction. The FTC revises the thresholds annually on the basis of U.S. gross national product.

New HSR Thresholds

The following table lists the original, current and revised HSR thresholds. The new thresholds are effective 30 days after publication in the Federal Register and apply to transactions closing on or after that date (expected to be late February 2015).

Under the revised thresholds, an acquisition is subject to the notification and waiting period requirements of the HSR Act if, as a result of the transaction, the buyer will hold assets, voting securities, or non-corporate interests of the target with a value in excess of $76.3 million (size-of-transaction test), and the parties to the transaction have total assets or net annual sales in excess of $15.3 million and $152.5 million (size-of-person test).

The size-of-person test does not apply to transactions involving the acquisition of assets, voting securities or non-corporate interests valued in excess of $305.1 million.

The schedule for filing fees required for an HSR filing is set forth below. Note that only the transaction-size thresholds have changed, not the amount of the filing fees.

The failure to file a Notification and Report Form with the FTC and DOJ under the HSR Act remains subject to a penalty of up to $16,000 per day of non-compliance.

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¹ As required by the 2000 amendments to Section 7A of the Clayton Act.

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