• New Hart-Scott-Rodino Act Filing Thresholds Take Effect on February 11, 2013
  • February 7, 2013 | Author: Tammy Imhoff
  • Law Firm: Dinsmore & Shohl LLP - Cincinnati Office
  • The Federal Trade Commission (“FTC”) recently announced the 2013 filing thresholds under the Hart-Scott-Rodino Act (“HSR”). The thresholds determine whether parties involved in mergers, acquisitions, transfers of voting securities or unincorporated interests, or other transactions, such as exclusive licensing deals or joint ventures, must notify the FTC and the Department of Justice of the proposed transaction. Deals that meet the HSR filing thresholds must be reported (absent any applicable exemptions) to the agencies, and the parties must comply with a mandatory waiting period before consummating the transaction to allow the agencies to determine whether the transaction raises potential antitrust/competitive concerns.

    The HSR filing thresholds are adjusted each year based on changes in the gross national product. The 2013 filing thresholds take effect on February 11, 2013. Any deal reported before that date remains subject to the 2012 filing thresholds.

    For 2013, the filing thresholds are:

    Deal Value

    Size of Person Test

    Reportablilty

    Less than $70.9 million

    Not applicable

    Generally not reportable

    $70.9 million but less than $283.6 million

    One party has net sales or assets of at least $14.2 million and the other party has net sales or assets of at least $141.8 million

    Generally reportable if size of person test is met.

    $283.6 million or greater

    Not applicable

    Generally reportable

     

    For purposes of the “Size of Person” test, the net sales or assets of each party’s “ultimate parent” (including all entities controlled by the parent) is considered as the party’s net sales or assets.

    The FTC also announced an increase in HSR filing fees, effective the same day. The new HSR filing fees are:

    Deal Value

    Filing Fee

    At least $70.9 million but less than $141.8 million

    $45,000

    At least $141.8 million but less than $709.1 million

    $125,000

    $709.1 million or greater

    $280,000

     

    The HSR Act has certain exceptions that can exempt facially reportable transactions from HSR filing requirements. Parties should be mindful of these exemptions and other HSR rules when determining whether a filing is required.