H-S-R thresholds

H-S-R thresholds

February 20, 2018 | By Keith Martin in Washington, DC

H-S-R filing thresholds will go up at the end of February.

The new thresholds will apply to company and asset sales that close after February 28, 2018, according to Daniel Wellington and Luke McFarland with Norton Rose Fulbright in Washington.

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 valued at more thanĀ $84.4 million may now trigger H-S-R reporting requirements. There is no H-S-R reporting for any transaction valued at $84.4 million or less, regardless of the percentage of assets or voting securities being acquired.

Under a size-of-person test, when the value of a proposed transaction exceeds $84.4 million, but is less than $337.6 million, then the transaction must be reported if one party to the transaction has total assets or net sales of at least $168.8 million and the other party has total assets or net sales of at least $16.9 million.

All transactions valued at more thanĀ $337.6 million must be reported.

Filing fees have also been adjusted and run $45,000, $125,000 or $280,000, depending on the size of the transaction and percentage of voting securities involved in the sale.