• FTC Announces New Hart-Scott-Rodino Thresholds
  • January 19, 2006 | Authors: Jeffrey S. Spigel; Peter M. Todaro
  • Law Firm: King & Spalding LLP - Washington Office
  • The Federal Trade Commission ("FTC") recently announced the annual indexing of the jurisdictional thresholds under the Hart-Scott-Rodino ("HSR") pre-merger notification statute. The new thresholds will become effective for transactions closing on or after thirty days following publication of notice in the Federal Register. Assuming Federal Register publication within the next few days, we predict an effective date during late February.

    As a result of the indexing:

    • The $53.1 million minimum transaction value filing threshold becomes $56.7 million.

    • The $212.3 million transaction value, above which size-of-person tests are inapplicable, becomes $226.8 million.

    • The $10.7 million and $106.2 million size-of-person tests become $11.3 million and a $113.4 million tests respectively.

    The amounts of the filing fees have not changed, but the thresholds are increased as follows:

    • Transactions valued at more than $56.7 million, but less than $113.4 million, pay $45,000.

    • Transactions valued at more than $113.4 million, but less than $567.0 million, pay $125,000.

    • Transactions valued at $567.0 million or more pay $280,000.

    Many (but not all) of the dollar amounts appearing in the HSR Rules (and particularly in the exemptions) have been similarly adjusted.

    Other Changes

    The FTC also announced that effective December 30, 2005, the use of a 2002 base year, rather than a 1997 base year, will now be required to report NAICS codes in Item 5 of the HSR Notification and Report Form. To facilitate a smooth transition to the 2002 NAICS codes from the previously used 1997 codes, filers may use either the 1997 or the 2002 NAICS codes on HSR filings until January 30, provided that all filing parties to a transaction use the same year and the same codes in Item 7.

    Additionally, effective January 11, 2006, a party submitting HSR notification may provide an Internet address linking directly to certain Securities and Exchange Commission filings and financial information in response to Items 4(a) and 4(b) in lieu of providing paper copies.