FTC Revises Merger Filing Thresholds

posted Jun 25, 2012, 11:50 AM by Candice Gidney   [ updated Jul 2, 2012, 11:35 AM ]
Parties to merger and acquisition transactions meeting certain size thresholds must notify the U.S. Federal Trade Commission (FTC) and Antitrust Division of the U.S. Department of Justice pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1967 (the “HSR Act”). In 2000, Congress required the FTC to revise the thresholds annually starting in Fiscal Year 2005, based upon changed in gross national product. The FTC published this year’s thresholds today in the Federal Register. The following chart shows the adjusted thresholds that will apply for each original threshold:

Original Threshold Adjusted Threshold

$10 million $13.2 million
$50 million $66.0 million
$100 million $131.9 million
$110 million $145.1 million
$200 million $263.8 million
$500 million $659.5 million
$1 billion $1,319.0 billion

*Effective: February 24, 2011

Under the new thresholds, a Notification and Report Form must generally be filed pursuant to the HSR Act when a buyer will hold voting securities or assets values in excess of $66.0 million, so long as the respective parties have in excess of $13.2 million and $131.9 million in either net annual sales or total assets. Acquisitions values above $263.8 million require notification irrespective of the size of the parties. For each notification, the acquiring party must indicate which of the following notification thresholds the transaction will exceed: (a) $66.0 million, (b) $131.9 million, (c) $659.5 million, (d) 25% of the target’s voting securities if values in excess of $1,319.0 billion, or (e) 50% of the target’s voting securities. The filing fees remain unchanged, but will apply to the new thresholds - $45,000 for transactions in excess of $66.0 million, $125,000 for transactions of at least $131.9 million, and $280,000 for transaction of $659.5 million or more.

The complete Federal Notice is available online at Federal Register.

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