FTC Revises Hart-Scott-Rodino Thresholds

The Federal Trade Commission announced yesterday that it has made its annual adjustments to the thresholds for determining whether a transaction is reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the amount of the related filing fee. The new thresholds were published today in the Federal Register. Under HSR, certain transactions may not be completed until a waiting period (generally 30 days unless extended by a request for additional information or terminated early upon request) has expired after the required notifications are filed.

The new thresholds, which will apply to any transaction closing on or after February 11, 2013, are as follows:

  • $283.6 million: must report if transaction value exceeds
  • $70.9 million: no report required if transaction value does not exceed
  • $14.2 million/$141.8 million: size of parties tests

While the amount of the filing fees will not change, the revised thresholds will change the transaction values to which the fees apply:

  • $45,000: transactions with value less than $141.8 million
  • $280,000: transactions with value of at least $709.1 million
  • $125,000: all other transactions

If you are involved in a transaction that is or may be subject to HSR reporting, the new thresholds present two timing issues for you to consider:

  • If your transaction value is more than $68.2 million but less than $70.9 million and the size of parties test will be met, delaying closing until on or after February 11, 2013 will eliminate the HSR reporting requirement.
  • If your transaction value is more than $136.4 million but less than $141.8 million, or more than $682.1 million but less than $709.1 million, delaying your HSR notification filing until on or after February 11, 2013 will decrease your filing fee.