The Federal Trade Commission (FTC) has announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. Significantly, the newly-announced thresholds are lower than the current thresholds. Parties to transactions that are currently nonreportable and will close after the new thresholds take effect must reassess whether their transactions will be reportable under the new thresholds. The announced changes will become effective in late February, 30 days after the FTC notice is published in the Federal Register.

The size-of-transaction threshold will decrease to US$63.4 million. Transactions valued above that amount will be reportable. The size-of-parties threshold will also decrease. It generally will require that one party have sales or assets of at least US$126.9 million and the other party have sales or assets of at least US$12.7 million. Transactions valued at more than US$253.7 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 decreased. The notification thresholds (which determine the filing fee payable) have decreased as well, although the filing fees themselves have not changed.

The FTC is required to revise the jurisdictional thresholds annually, based on the change in gross national product.

To summarize, the new HSR thresholds are as follows:

• Size-of-transaction threshold:
  • US$65.2 million becomes US$63.4 million
• Size-of-person threshold:
  • US$13 million becomes US$12.7 million
  • US$130.3 million becomes US$126.9 million
• Size-of-person valuation "cap":
  • US$260.7 million becomes US$253.7 million
• Notification thresholds:
  • US$65.2 million becomes US$63.4 million
  • US$130.3 million becomes US$126.9 million
  • US$651.7 million becomes US$634.4 million
• Filing fees:
  • No changes

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