Alert – Hart-Scott-Rodino (HSR) Threshold Increase
The HSR Act requires that parties to a merger and acquisition transaction (which includes more than you might think), file with the Federal Trade Commission and US DOJ and deal with a waiting period if the transaction or parties (or both) are above certain thresholds (and does not fall within an exemption). The FTC’s legally required threshold revision was published last week. More detail can be found here.
Size-of-transaction threshold –
$90 million will become $94 million
Size-of-parties thresholds –
$18 million will become $18.8 million
$180 million will become $188 million
Size-of-parties valuation (cap) –
$359.9 million will become $376 million
Notification/filing fee thresholds –
$90 million will become $94 million (in excess of 94 million but less than $188 million = $45,000 fee)
$180 million will become $188 million ($188 million or greater but less than $940.1 million = $125,000 fee)
$899.8 million will become $940.1 million ($940.1 million or greater = $280,000 fee)
These increased threshold numbers were published in the Federal Register on January 28, 2020 and take effect 30 days from publication (Feb. 27, 2020). Without proper HSR reporting/filing, your deal could be delayed or fall apart – and the penalties also increased in 2020 – from $42,530 to $43,280 per day! If a component of your transaction is above any of these thresholds – consult counsel as early as possible (well-before starting discussions/negotiations).