The Federal Trade Commission has completed its annual adjustments to the filing thresholds under the Hart-Scott-Rodino (HSR) Act. The new, higher thresholds will take effect on February 24, 2014 and apply to all transactions which close on or after this date but before the next round of adjustments takes effect in early 2015.

With these adjustments, many transactions valued at over $75.9 million (instead of the current $70.9 million level) and closing on or after the effective date will trigger an HSR filing. Parties entering transactions which would satisfy the current HSR thresholds but not trigger a filing based on the adjusted figures should keep in mind that it is the closing date—not the date of the agreement—which governs which set of thresholds will apply. Although parties are allowed to submit a filing if their transaction satisfies the current thresholds, regardless of when their transaction is set to close, those for whom the new thresholds put them outside the reach of HSR have the option of simply waiting until February 24, and then closing without a filing.

The threshold adjustments have modified in other key ways, including with respect to the size-of-person test ($151.7 million/$15.2 million instead of $141.8 million/$14.2 million with respect to the parties’ revenues or total assets), the increase to $303.4 million of the “larger” part of the size-of-transaction threshold—which renders the size-of-person inapplicable—and the resetting of dollar thresholds setting the filing fee tiers and the levels tied to numerous exemptions such as the one relating to acquisitions of the voting securities of foreign issuers.

The thresholds remain just one part of the, often complex, filing analysis but the adjustments will soon provide a small amount of additional room before transactions risk triggering filing requirements.

Posted by Cooley