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2008 Increases to Hart-Scott-Rodino Thresholds
January 24, 2008
The Federal Trade Commission (the “FTC”) announced revisions to the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) thresholds that will become effective in late February 2008 (30 days after they are published in the Federal Register). Under the HSR Act, when deals meet the “size of person” and “size of transaction” thresholds, and no exemption from reporting is available, the deal must be reported to the FTC and the U.S. Department of Justice before being finalized.
Size of Person. The size of person threshold will be met if one party in the deal has assets or annual sales totaling $126.2 million and one other party involved in the deal has assets or annual sales of at least $12.6 million. This threshold does not apply if the transaction is valued at $252.3 million or more.
Size of Transaction. The size of transaction threshold will be met if the buyer will hold an aggregate amount of stock and/or assets of the seller valued at $63.1 million or more as a result of the deal. When both the size of person and the size of transaction thresholds are met, HSR filings are required unless an HSR Act regulation exempts the deal from reporting requirements.
The notification thresholds applicable to voting security purchases by minority owners will also increase:
|February 1, 2001 Threshold (Original)||Current Threshold as of February 21, 2007||New Threshold as of late February 2008|
|$50 million||$59.8 million||$63.1 million|
|$100 million||$119.6 million||$126.2 million|
|$500 million||$597.9 million||$630.8 million|
|25% if worth more than
|25% if worth more than $1.1958 billion||25% if worth more than $1.2615 billion|
|50% if worth more than
|50% if worth more than
|50% if worth more than $63.1 million|
In addition, the thresholds applicable to many exemptions, including those governing foreign acquisitions, will increase. The $500 million threshold applicable to acquisitions of carbon-based mineral reserves, however, will remain the same.