HART-SCOTT-RODINO Update: Federal Trade Commission Announces Revised Jurisdictional Thresholds

HART-SCOTT-RODINO Update: Federal Trade Commission Announces Revised Jurisdictional Thresholds

As it does at around this time annually, the Federal Trade Commission (FTC) announced the revised thresholds for the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, as required by the 2000 Amendment of Section 7A of the Clayton Act. These revisions, as further set out below, address, among other things, minimum size thresholds for parties and transactions subject to the HSR Premerger Notification Program’s filing requirements.

The revisions, laid out in detail in the various links included here include the following key amounts, with the associated (and unchanged) filing fee amount:

2018 size-of-transaction threshold Filing fee
Value of transaction greater than $84.4 million, but less than $168.8 million  $45,000
Value of transaction $168.8 million or greater, but less than $843.9 million  $125,000
Value of transaction $843.9 million or greater       $280,000 
25% of an issuer's voting securities if valued in excess of $1,687.8 million  $280,000 
50% of an issuer's voting securities if valued at greater than $84.4 million  $45,000

The size-of-the-parties thresholds (total assets or net sales) are now $16,900,00 and $168,800,000.

These amendments will take effect and apply to transactions for which approval is sought after February 28, 2018. In addition effective January 22, 2018, the daily civil penalty exposure for HSR violations resulting in noncompliance  was increased to $41,484.

If you have any questions about these changes, or generally about HSR, merger review and other antitrust matters, please contact Michael A. Finio at mike.finio@saul.com or 717-238-7671.