Annual Adjustments to HSR Thresholds
By Robert W. McCann and Kenneth M. Vorrasi
Each year, the federal antitrust agencies update the notification thresholds for the Hart-Scott-Rodino Antitrust Improvements Act, or HSR Act. The HSR Act’s notification requirements apply to various types of acquisition transactions – mergers, acquisitions, nonprofit affiliations, and certain types of joint ventures – if the transaction meets a defined size (valuation) threshold. Today, the Federal Trade Commission announced that the “size of transaction” threshold at which an HSR filing is required will increase from $70.9 million to $75.9 million.
The HSR Act is a “report and wait” statute; it requires parties to certain proposed transactions to file a HSR notification form with both the FTC and U.S. Department of Justice and observe a statutory waiting period before consummating the transaction. Parties are required to file notification under the HSR Act, and therefore are subject to a waiting period, if the value of the transaction meets a certain size or, in certain transactions, if the parties meet a certain size as measured by their sales and assets. Although certain types of transactions may be exempt from the HSR Act, the exemptions infrequently apply to health care transactions.
In general, once today’s changes are effective:
- Transactions valued at more than $303.4 million must be reported without regard to the size of the parties.
- Transactions valued at more than $75.9 million must be reported if one party has assets or sales exceeding $151.7 million and the other party has assets or sales exceeding $15.2 million.
A chart of the HSR threshold adjustments in today’s FTC notice is below. These changes will be effective in late February 2014 – 30 days after publication of the FTC’s notice in the Federal Register.
| Original Threshold | Current 2013 Threshold | Revised 2014 Threshold |
| 10 million | $14.2 million | $15.2 million |
| $50 million | $70.9 million | $75.9 million |
| $100 million | $141.8 million | $151.7 million |
| $200 million | $283.6 million | $303.4 million |
| $500 million | $709.1 million | $758.6 million |
These revised thresholds will also affect the filing fees associated with HSR notification. The HSR Act requires the parties to a proposed transaction to pay one filing fee per transaction upon filing notification. The new filing fee schedule is as follows:
- $45,000 for transactions valued in excess of $75.9 million but less than $151.7 million;
- $125,000 for transactions valued at $151.7 million or greater but less than $758.6 million; and
- $280,000 for transactions valued at $758.6 million or more.
The material contained in this communication is informational, general in nature and does not constitute legal advice. The material contained in this communication should not be relied upon or used without consulting a lawyer to consider your specific circumstances. This communication was published on the date specified and may not include any changes in the topics, laws, rules or regulations covered. Receipt of this communication does not establish an attorney-client relationship. In some jurisdictions, this communication may be considered attorney advertising.
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