The Federal Trade Commission (“FTC”) has announced increases to the Hart-Scott-Rodino (“HSR”) Act filing thresholds.
Parties to a transaction closing on or after April 3, 2019 must, subject to certain exemptions, file HSR forms when, as a result of an acquisition, the buyer will hold assets, voting securities, and/or non-corporate interests valued in excess of $90.0 million (the “Size-of-Transaction” test) and the transaction involves a buyer or seller with annual net sales or total assets valued at $18.0 million or more and $180.0 million or more, respectively (the “Size-of-Person” test). If the “Size of Transaction” exceeds $359.9 million, the “Size of Person” is, subject to certain exemptions, irrelevant and HSR forms must be submitted.
The chart below summarizes the 2018 and the new thresholds.
|HSR Jurisdictional Test
||2018 Thresholds||New 2019 Thresholds|
| $90.0 million
| $18.0 million
Filing fees have not changed and apply to the new thresholds as follows:
|Transaction Value||Filing Fee|
|Greater than $90.0 million but less than $180.0 million||$45,000|
|Greater than or equal to $180.0 million but less than $899.8 million||$125,000|
|$899.8 million or more||$280,000|
The FTC also announced an increase in the maximum civil penalty amounts for HSR violations from $41,484 per day to $42,530 per day, effective February 14, 2019.
Read more issues of Kirkland's Private Equity Newsletter.
© 2019 KIRKLAND & ELLIS INTERNATIONAL LLP. All rights reserved