2016 Thresholds for Hart-Scott-Rodino Antitrust Improvements Act of 1976

Antitrust, Competition & Trade Regulation Update

Date: January 25, 2016

On January 21, 2016, the Federal Trade Commission (FTC) announced the 2016 revised jurisdictional thresholds under the HSR Act, which will become effective in February 2016. The FTC revises the thresholds annually based on changes in the gross national product from the previous year.

The 2016 thresholds are increased from the thresholds last year. For example, the size of transaction threshold for reporting proposed mergers and acquisitions under the HSR Act is increasing from $76.3 million to $78.2 million. A summary of the new thresholds is noted below.

New 2016 Jurisdictional Thresholds

Under 2016 jurisdictional thresholds, a transaction will be reportable if:

 Size of  Transaction  Test

The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities, assets and/or interests in non-corporate entities of the acquired person valued in excess of $78.2 million; and

 Size of    Person      Test

The acquiring person or the acquired person has annual net sales or total assets of $15.6 million or more, and the other person has annual net sales or total assets of $156.3 million or more.

Transactions valued at greater than $312.6 million are reportable, regardless of the size of person test.

New 2016 Filing Fee Thresholds

Filing fee

The 2016 filing fee thresholds are as follows:

$45,000

If the aggregate amount of voting securities, assets and/or interests in non-corporate entities to be held as a result of the transaction is greater than $78.2 million but less than $156.3 million.

 $125,000

If the aggregate amount of voting securities, assets and/or interests in non-corporate entities to be held as a result of the transaction is equal to or greater than $156.3 million but less than $781.5 million.

 $280,000

If the aggregate amount of voting securities, assets and/or interests in non-corporate entities to be held as a result of the transaction is equal to or greater than $781.5 million.

FOR MORE INFORMATION

For more information, please contact:

Barry M. Block
937.443.6964
Barry.Block@ThompsonHine.com

Michael W. Jahnke
202.331.8800
Michael.Jahnke@ThompsonHine.com

Daniel F. McInnis
202.263.4110
Dan.McInnis@ThompsonHine.com

***

This advisory bulletin may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgement of its source and copyright. This publication is intended to inform clients about legal matters of current interest. It is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel.

This document may be considered attorney advertising in some jurisdictions.

© 2016 THOMPSON HINE LLP. ALL RIGHTS RESERVED.