HSR Insights: 2014 Thresholds for Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act)

Antitrust, Competition & Distribution Update

Date: January 17, 2014

On January 17, 2014, the Federal Trade Commission (FTC) announced the 2014 revised jurisdictional thresholds under the HSR Act, which will become effective in February 2014. The FTC revises the thresholds annually based on changes in the gross national product from the previous year.  

The 2014 thresholds are based on a sizable increase 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 $70.9 million to $75.9 million. A summary of the new thresholds is noted below.

New 2014 Jurisdictional Thresholds
Under 2014 jurisdiction 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 $75.9 million; and
Size of
Person Test
The acquiring person or the acquired person has annual net sales or total assets of $15.2 million or more, and the other person has annual net sales or total assets of $151.7 million or more.
Transactions valued at greater than $303.4 million are reportable, regardless of the size of person test.

 

New 2014 Filing Fee Thresholds
Filing fee The 2014 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 $75.9 million but less than $151.7 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 $151.7 million but less than $758.6 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 $758.6 million.

 

FOR MORE INFORMATION

For more information, please contact:

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

Michael W. Jahnke
212.908.3980
Michael.Jahnke@ThompsonHine.com

Rachel G. Talay
202.263.4147
Rachel.Talay@ThompsonHine.com

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