FTC Revises HSR Filing Thresholds

The Federal Trade Commission has made its annual adjustments to the thresholds for determining whether a transaction is reportable under the Hart-Scott-Rodino Antitrust Improvements Act. Under HSR, transactions that satisfy specified thresholds may not be closed until the earlier of the date on which a waiting period of 30 days (subject to extension if additional information is requested) has expired after the filing of the required notification or early termination of the waiting period is granted. The new thresholds, which apply to any transaction that closes on or after February 27, 2012, are as follows:

  • $272.8 million: any transaction in excess must be reported
  • $68.2 million: any transaction that does not exceed need not be reported
  • $13.6 million/$136.4 million: revised “size of parties” thresholds

The new thresholds also affect the filing fees payable with any notification:

  • $45,000: reportable transactions of less than $136.4 million
  • $280,000: transactions valued at or in excess of $682.1 million
  • $125,000: all other reportable transactions

Click here to read the FTC’s press release announcing the changes and here to read the Federal Register notice detailing the changes.

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