On Jan. 15, 2015, the Federal Trade Commission (FTC) announced revised Hart-Scott-Rodino Act (HSR) reporting thresholds under which transactions will be reportable only if, as a result of such transaction, the acquiring person will hold voting securities, assets, or non-corporate interests valued above $76.3 million, compared to $75.9 million in 2014. The newly adjusted HSR thresholds will apply to all transactions that close on or after the effective date, which is expected to be in mid-February (the exact date will depend on when the changes are published in the Federal Register).
The FTC also announced revised thresholds above which companies are prohibited from having interlocking memberships on their boards of directors under Section 8 of the Clayton Act. The new Interlocking Directors thresholds are $31,084,000 for Section 8(a)(1) and $3,108,400 for Section 8(a)(2)(A). The new Section 8 thresholds become effective upon publication in the Federal Register.
In summary, the relevant HSR thresholds are:
|Threshold||Original Amount||2015 Adjusted Threshold|
|Size of Transaction||$50 million||$76.3 million|
|Size of Person (if applicable)||
$10 million and $100 million
$15.3 million and $152.5 million
|Size of Transaction above which Size of Person Test does not apply||$200 million||$305.1 million|
Corresponding increases will also apply to certain other thresholds and exemptions under the HSR Act. The complete list of revised HSR thresholds is available on the FTC's website.
For reportable transactions, the acquiring person’s holdings must cross the threshold with respect to which the HSR notification is made within one year of the expiration or early termination of the HSR waiting period. Once the acquiring person has crossed the applicable threshold during the first year, any additional acquisitions by the same acquiring person of the same issuer’s voting securities will be exempt from notification during the five years following the expiration or early termination of the waiting period, up to the highest value of the threshold range for which the HSR notification was made. For purposes of this exemption, any subsequent acquisition by the acquiring person would be subject to the adjusted thresholds in effect when the subsequent acquisition is consummated.
HSR filing fees remain as follows:
|2015 Adjusted Threshold||Filing Fee|
Transaction valued at greater than $76.3 million but less than $152.5 million
Transaction valued at greater than $152.5 million but less than $762.7 million
|Transaction valued at $762.7 million or greater||$280,000|