H-S-R thresholds

H-S-R thresholds

February 10, 2020 | By Keith Martin in Washington, DC

H-S-R thresholds for notifying the US government of planned acquisitions have been updated.

The new thresholds were announced in late January and apply to transactions that close on or after February 27, 2020.

The Hart-Scott-Rodino Act is an antitrust statute that requires parties to an acquisition to make a detailed filing with the Federal Trade Commission and Department of Justice, and to give those agencies time, usually 30 days, to review the proposed transaction before closing.

Transactions now valued at more than $94 million will trigger H-S-R reporting requirements. There is no H-S-R reporting for any transaction valued at less than $94 million, regardless of the percentage of assets or voting securities to be acquired.

Under a size-of-person test, when the value of a proposed transaction exceeds $94 million, but is less than $376 million, then the transaction must be reported if one party to the transaction has total assets or net sales of $18.8 million or more and the other party has total assets or net sales of $188 million or more.

All transactions valued at more than $376 million must be reported.