H-S-R Thresholds Increase

Publication February 8, 2016

H-S-R thresholds for advising 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 25, 2016.

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.

According to Robert Schwinger and Benjamin Bleiberg with Chadbourne in New York, transactions now valued at more than $78.2 million will trigger H-S-R reporting requirements. There is no H-S-R reporting for any transaction valued at $78.2 million or less, 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 $78.2 million, but is less than $312.6 million, then the transaction must be reported if one party to the transaction has total assets or net sales of $156.3 million or more and the other party has total assets or net sales of $15.6 million or more.

All transactions valued at more than $312.6 million must be reported.

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