HSR Jurisdictional Thresholds Increased in Annual Adjustment

By Bruce D. Sokler, Robert G. Kidwell, Farrah Short

The Federal Trade Commission (FTC) announced on January 26, 2018, increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). The FTC revises the thresholds annually based on changes in the gross national product. The new thresholds will be effective 30 days after their publication in the Federal Register and will apply to all transactions closing on or after that date.

Revised HSR Thresholds

A transaction is reportable if:

Size of Transaction Threshold The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities and assets of the acquired person valued in excess of $337.6 million; 
  or
The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities and assets of the acquired person valued in excess of $84.4 million, AND the Size of Person thresholds below are met.
Size of Person Threshold Either the acquiring or the acquired person has at least $16.9 million in total assets or annual net sales, and the other person has at least $168.8 million in total assets or annual net sales.

The HSR Act requires parties engaged in certain transactions that meet the Size of Transaction and Size of Person thresholds (absent any applicable exemptions) to file a notification and report form with the FTC and the Antitrust Division of the Department of Justice (DOJ) and observe the statutorily prescribed waiting period (usually 30 days, or 15 days in the case of cash tender offers and bankruptcy) prior to closing. Covered transactions may include mergers, joint ventures, exclusive licensing deals, and acquisition of voting securities, assets or noncorporate interests.

Filing Fees

Filing fees for the premerger notification remain unchanged, but the FTC has revised the thresholds used to determine applicable fees. Under the revised thresholds, the filing fees are as follows:

Filing Fee New Filing Fee Thresholds
$45,000 For acquisitions valued at $84.4 million or more up to $168.8 million.
$125,000 For acquisitions valued at $168.8 million or more up to $843.9 million.
$280,000 For acquisitions valued at $843.9 million or more.

Feel free to contact any of the attorneys listed above for further information on this or any HSR-related question. We would be pleased to assist you with any concerns you may have.

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Bruce D. Sokler

Member / Co-chair, Antitrust Practice

Bruce D. Sokler is a Mintz antitrust attorney. His antitrust experience includes litigation, class actions, government merger reviews and investigations, and cartel-related issues. Bruce focuses on the health care, communications, and retail industries, from start-ups to Fortune 100 companies.

Robert G. Kidwell

Member

Robert G. Kidwell is a Mintz attorney who counsels clients on business strategies, regulatory matters, policymaking and lobbying, compliance issues, privacy, and litigation. He defends clients in class action and competitor litigation, and guides transactions through merger reviews.

Farrah Short

Special Counsel

Farrah Short is a Mintz Special Counsel who advises clients on antitrust and competition law, including merger review, competitor collaborations, government investigations, and private class action litigation. She specializes in counseling clients through the Hart-Scott-Rodino merger review process.