October 21, 2014

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October 20, 2014

Revised Hart-Scott-Rodino Premerger Notification Thresholds for 2014

On January 17, 2014, 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 $75.9 million, compared to $70.9 million in 2013.  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 $29,945,000 for Section 8(a)(1) and $2,994,500 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

2014 Adjusted Threshold

Size of Transaction

$50 million

$75.9 million

Size of Person (if applicable)

$10 million and
$100 million

$15.2 million and
$151.7 million

Size of Transaction above which Size of Person Test does not apply

$200 million

$303.4 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: 

2014 Adjusted Threshold

Filing Fee

Transaction valued at greater than $75.9 million
but less than $151.7 million

$45,000

Transaction valued at greater than $151.7 million
but less than $758.6 million

$125,000

Transaction valued at $758.6 million or greater

$280,000

©2014 Greenberg Traurig, LLP. All rights reserved.

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About this Author

Andrew G Berg, Litigation Attorney, Greenberg Traurig Law Firm
Shareholder

Andrew G. Berg is a Shareholder in the firm's Litigation Practice Group. He advises clients on litigation, mergers and acquisitions, and other antitrust and competition-related matters before the Federal Trade Commission, the Antitrust Division of the Department of Justice, state attorneys general, and in private litigation. Mr. Berg's practice also includes a full range of antitrust transactional and mergers- and acquisitions-related experience including "Hart-Scott-Rodino" filings at the FTC and DOJ and related merger analysis issues. He also counsels and litigates...

202.331.3181
Of Counsel

Mary K. Marks practices in the areas of antitrust and competition counseling, with a focus on complying with and obtaining clearance under the Hart-Scott Rodino Act and global merger control and foreign investment laws for U.S. and multinational acquisitions, divestitures and joint ventures. Mary advises transaction parties with respect to permissible pre-clearance and pre-closing activities. She also counsels clients regarding coordination and information sharing activities, and has been invited to participate in Federal Trade Commission discussions regarding HSR practice issues.

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