FTC Announces Revised Hart-Scott-Rodino Act Thresholds
January 7, 2009
George L. Paul, Rebecca H. Farrington
The Federal Trade Commission yesterday announced changes to the Hart-Scott-Rodino (HSR) Act notification thresholds, as required by the 2000 HSR Act amendments. Under the 2000 amendments, the FTC must adjust certain HSR thresholds for the variation in GNP from the prior year. The changes will not become effective until sometime in February, 30 days after the FTC notice is published in the Federal Register.
Under the revised thresholds, the size-of-transaction threshold is increased to $65.2 million. Transactions valued at $65.2 million or less will not be reportable. The size-of-parties threshold also increased and will generally require that one party have sales or assets of at least $130.3 million and the other party have sales or assets of at least $13.0 million. Transactions valued at more than $260.7 million will be subject to premerger notification without regard to the sales or assets of the parties. Certain dollar thresholds relevant to HSR exemptions, including those for acquisitions of non-US assets and voting securities, have also increased. The notification thresholds (which determine the filing fee payable) have also increased. The practical effect of these changes is that acquisitions of a slightly larger size scheduled to close after the effective date will not be reportable to the FTC and DOJ.
In summary, the current HSR thresholds will increase as follows:
| Size-of-transaction threshold: |
$63.1 million becomes $65.2 million
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| Size-of-person threshold: |
$12.6 million becomes $13.0 million
$126.2 million becomes $130.3 million
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| Size-of-person valuation "cap": |
$252.3 million becomes $260.7 million
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| Notification thresholds: |
$63.1 million becomes $65.2 million
$126.2 million becomes $130.3 million
$630.8 million becomes $651.7 million
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If you have questions or comments regarding this Alert, please contact any of the White & Case LLP attorneys listed below:
Rebecca H. Farrington
Counsel
1 202 626 3599
Charles Moore
Associate
+ 1 202 637 6175
George L. Paul
Partner
+ 1 202 626 3656
David J. Ernst
Associate
+ 1 212 819 8393
M. Elaine Johnston
Partner
+ 1 212 819 8736
Martin M. Toto
Partner
+ 1 212 819 8852
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© 2009 White & Case LLP
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