The Federal Trade Commission has announced revised thresholds applicable to Hart-Scott-Rodino (HSR) notification requirements. These revised thresholds will be effective on February 11, 2013. The revised thresholds are detailed below.
Size-of-Transaction Test: The $50 million (as adjusted) threshold used in the size-of-transaction test will increase from $68.2 million to $70.9 million.
Size-of-Persons Test: The $10 million (as adjusted) and $100 million (as adjusted) sales and assets thresholds used in the size-of-persons test will increase from $13.6 million to $14.2 million and from $136.4 million to $141.8 million, respectively. The $200 million (as adjusted) threshold, below which the size-of-persons test applies, will increase from $272.8 million to $283.6 million.
Greater Notification Thresholds: These thresholds, which apply to acquisitions of voting securities made within five years after expiration or termination of the waiting period from a previous HSR filing for an acquisition of voting securities from the same issuer, were revised as follows:
|
Previous Threshold |
Revised Threshold |
|
$136.4 million |
$141.8 million |
|
$682.1 million |
$709.1 million |
|
25% of voting securities if valued at greater than $1,364.1 million |
25% of voting securities if valued at greater than $1,418.1 million |
|
50% of voting securities if valued at greater than $68.2 million |
50% of voting securities if valued at greater than $70.9 million |
Filing Fees: Filing fee thresholds based upon the value of assets or voting securities being acquired will be revised as follows:
|
Value of Transaction |
Filing Fee |
|
$70.9 million to $141.8 million (previously $68.2 million to $136.4 million) |
$45,000 |
|
$136.4 million to $709.1 million (previously $136.4 million to $682.1 million) |
$125,000 |
|
$709.1 million or more (previously $682.1 million or more) |
$280,000 |