Revised 2016 Hart-Scott-Rodino Antitrust Thresholds – Effective February 25, 2016


Revised 2016 Hart-Scott-Rodino Antitrust Thresholds – Effective February 25, 2016

Filing thresholds under the Hart-Scott-Rodino (HSR) Act will increase by about 2.5%, effective February 25, 2016, raising the level that a transaction’s value must exceed to trigger a filing from $76.3 million to $78.2 million and making adjustments to the Act’s other key dollar thresholds.

The thresholds, which are adjusted annually to reflect changes in Gross National Product (GNP) will apply to transactions closing on or after February 25, 2016.

The HSR Act requires parties to file notifications with the Department of Justice (DOJ) and Federal Trade Commission (FTC) when a proposed transaction—such as a merger, joint venture, stock or asset acquisition, or grant of an exclusive license—meets specified thresholds and no exemptions apply. If a notification is required, the transaction cannot close while the statutory waiting period runs and the agencies review the transaction.

An HSR filing is usually required if the parties meet both the “size of person” and “size of transaction” thresholds, which under the new thresholds are as follows:

Size-of-Person Test: met if one party (including the party’s ultimate parent and its controlled subsidiaries) to the transaction has $156.3 million or more in annual sales or total assets and the other has $15.6 million or more in annual sales or total assets. If the acquired party is not “engaged in manufacturing,” and is not controlled by an entity that is, the test applied to the acquired side is annual sales of $156.3 million or total assets of $15.6 million.

Size-of-Transaction Test: met if, as a result of the transaction, the buyer will acquire or hold voting securities or assets of the seller valued in excess of $78.2 million. Transactions meeting a larger size-of transaction threshold of $312.6 million will obviate the need to satisfy the size-of-person test.

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Read at www.cooley.com/72650 January 2016
Filing thresholds under the Hart-Scott-Rodino (HSR) Act will
increase by about 2.5%, effective February 25, 2016, raising
the level that a transaction’s value must exceed to trigger a
filing from $76.3 million to $78.2 million and making
adjustments to the Act’s other key dollar thresholds.
The thresholds, which are adjusted annually to reflect
changes in Gross National Product (GNP) will apply to
transactions closing on or after February 25, 2016 until the
next round of adjustments in early 2017.
Parties entering transactions that meet current HSR
thresholds but which fall below the new adjusted figures
should keep in mind that it is the closing date—not the date
Key contacts
Sharon Connaughton Washington, DC
+1 202 728 7007 sconnaughton@cooley.com
Parker Erkmann Washington, DC
+1 202 776 2036 perkmann@cooley.com
Francis Fryscak Palo Alto
+1 650 843 5338 ffryscak@cooley.com
Jacqueline Grise Washington, DC
+1 202 728 7001 jgrise@cooley.com
Howard Morse Washington, DC
+1 202 842 7852 hmorse@cooley.com
Marc Schildkraut Washington, DC
+1 202 728 7000 mschildkraut@cooley.com
Revised 2016 Hart-Scott-Rodino Antitrust Thresholds –
Effective February 25, 2016
Key threshold changes
Base HSR Thresholds 2015 Thresholds 2016 Thresholds (effective Feb. 25)
$50 million “size of transaction” test $76.3 million $78.2 million
$10 million “size of person” test $15.3 million $15.6 million
$100 million “size of person” test $152.5 million $156.3 million
$200 million “size of transaction” test (renders size
of person test inapplicable)
$305.1 million $312.6 million
$50 million notification threshold $76.3 million $78.2 million
$100 million notification threshold $152.5 million $156.3 million
$500 million notification threshold $762.7 million $781.5 million
25 percent of stock worth $1 billion notification
threshold
25 percent of stock (if worth at least
$1,525.3 million)
25 percent of stock (if worth at least
$1,563.0 million)
50 percent (if over $50 million) notification threshold 50 percent
(if over $76.3 million)
50 percent
(if over $78.2 million)
$45,000 filing fee is required Value of the acquisition is greater than
$76.3 million but less than $152.5 million
Value of the acquisition is greater than
$78.2 million but less than $156.3 million
$125,000 filing fee Value of the acquisition is at least
$152.5 million but less than $762.7 million
Value of the acquisition is at least $156.3
million but less than $781.5 million
$280,000 filing fee (highest HSR filing fee tier) Value of the acquisition reaches or
exceeds $762.7million
Value of the acquisition reaches or
exceeds $781.5 million
Exemption thresholds applicable to acquisitions of
voting securities or assets of foreign issuers;
indirect acquisitions of exempt assets
Level ties to a $76.3 million threshold Level ties to a $78.2 million threshold

2
Read at www.cooley.com/72650 January 2016
of the agreement—that governs which set of thresholds
applies. Although parties may submit a filing if their
transaction satisfies current thresholds, regardless of when
their transaction is set to close, those for whom the new
thresholds place them outside the reach of HSR may choose
to wait until February 25, 2016, and then close without a
filing.
Notification thresholds
The HSR Act requires parties to file notifications with the
Department of Justice (DOJ) and Federal Trade Commission
(FTC) when a proposed transaction—such as a merger, joint
venture, stock or asset acquisition, or grant of an exclusive
license—meets specified thresholds and no exemptions
apply. If a notification is required, the transaction cannot
close while the statutory waiting period runs and the
agencies review the transaction.
An HSR filing is usually required if the parties meet both the
“size of person” and “size of transaction” thresholds, which
under the new thresholds are as follows:
Size-of-Person Test: met if one party (including the party’s
ultimate parent and its controlled subsidiaries) to the
transaction has $156.3 million or more in annual sales or
total assets and the other has $15.6 million or more in
annual sales or total assets. If the acquired party is not
“engaged in manufacturing,” and is not controlled by an
entity that is, the test applied to the acquired side is annual
sales of $156.3 million or total assets of $15.6 million.
Size-of-Transaction Test: met if, as a result of the
transaction, the buyer will acquire or hold voting securities or
assets of the seller valued in excess of $78.2 million.
Transactions meeting a larger size-of transaction threshold
of $312.6 million will obviate the need to satisfy the size-of-
person test.
The thresholds for HSR filing fees will also increase, though
the filing fees themselves will not change.
Failure to file an HSR Notification and Report Form remains
subject to a statutory penalty of up to $16,000 per day of
noncompliance.
The HSR thresholds are only one part of the analysis to
determine whether an HSR filing will be required, and the
rules are complex, so we suggest consulting with an HSR
expert when contemplating any transaction that may be
subject to HSR notification requirements.
This information is a general description of the law; it is not intended to provide specific legal
advice nor is it intended to create an attorney-client relationship with Cooley LLP. Before taking any
action on this information you should seek professional counsel.
Copyright © 2016 Cooley LLP, 3175 Hanover Street, Palo Alto, CA 94304; Cooley (UK) LLP,
Dashwood, 69 Old Broad Street, London EC2M 1QS, UK. Permission is granted to make and
redistribute, without charge, copies of this entire document provided that such copies are complete
and unaltered and identify Cooley LLP as the author. All other rights reserved.

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