On January 10, 2013, the United States Federal Trade Commission announced increases to the notification thresholds promulgated under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The thresholds are adjusted annually to reflect changes in the gross national product and dictate whether parties to a transaction must comply with the premerger notification requirement and related waiting periods set forth in the HSR Act. The revised thresholds will take effect on February 11, 2013.
Generally, the HSR Act applies to mergers and acquisitions of voting securities, non-corporate interests and assets where the so-called "Size of Transaction" test and/or the "Size of Person" test are satisfied; however, there are a number of other factors the parties must take into account in determining whether a transaction is subject to these jurisdictional thresholds.
Transactions closing on or after February 11, 2013 may be reportable under the following guidelines:
"Size-of-Transaction" test is met if the acquiring party will hold an aggregate value of voting securities, non-corporate interests and assets of the acquired party in excess of $70.9 million.
"Size-of-Person" test is met if one of the parties has sales or assets of at least $141.8 million and the other party has sales or assets of at least $14.2 million.
The key adjusted HSR thresholds are summarized as follows:
| 2012 Thresholds | 2013 Revised Thresholds | Test of Applicability |
| $13.6 million | $14.2 million |
|
| $68.2 million | $70.9 million |
|
| $136.4 million | $141.8 million |
|
| $272.8 million | $283.6 million |
|
Please note that the increased notification thresholds will not affect any of the filing fees under the HSR Act; however, the filing fee for a specific transaction will be based on the revised 2013 thresholds as follows:
- $45,000 for transactions valued in excess of $70.9 million but less than $141.8 million;
- $125,000 for transactions valued at or in excess of $141.8 million but less than $709.1 million; and
- $280,000 for transactions valued at or in excess of $709.1 million.
If you have any questions regarding the information in this Alert or any issues relating to HSR matters, please do not hesitate to contact either of the following Roetzel attorneys:
Christopher P. Reuscher
330.762.7994 | creuscher@ralaw.com
Dale S. Bergman
954.759.2721 | dbergman@ralaw.com