The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), requires parties to a proposed merger; acquisition of stock, assets or unincorporated interests; or other business combination meeting certain thresholds to make a premerger notification to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice, and to observe a waiting period prior to consummating such transactions. Section 7A(a)(2) of the Clayton Act requires the FTC to revise all of the HSR Act thresholds annually, based on changes in the gross national product. On January 19, 2017, the FTC announced its annual adjustments to the current HSR Act thresholds. The 2017 thresholds will apply to transactions that will close on or after February 27, 2017. The revised 2017 thresholds are slightly higher than the 2016 thresholds, and are as follows:
- Smaller size-of-transaction threshold (which requires size-of-parties thresholds to be met in order to trigger the filing requirement): $80.8M (up from $78.2M in 2016)
- Size-of-parties thresholds: $16.2M and $161.5M (up from $15.6M and $156.3M in 2016)
- Larger size-of-transaction threshold (which triggers a filing requirement regardless of the size-of-parties): $323.0M (up from $312.6M in 2016)
- The HSR filing fees remain unchanged (ranging from $45,000 to $280,000), although the fee required for a particular transaction will be determined based on the revised thresholds. Other HSR-related thresholds were revised by the FTC as well.
For more information on the matters discussed in this Locke Lord QuickStudy, please contact the authors.