The Federal Trade Commission has announced the following new Hart-Scott-Rodino (HSR) filing thresholds, which will be effective for transactions closing on or after Feb. 11, 2013.
Any acquisition of voting securities and/or assets requires premerger notification to the FTC and the Department of Justice under the HSR Act and the regulations promulgated thereunder (16 C.F.R. Sections 801 - 803) if the following tests are satisfied and if no exemption applies (15 U.S.C. Section 18a(a)(2)).
Where a premerger notification is required, both parties must file, the acquiring person must pay a filing fee ($45,000 for transactions valued in excess of $70.9 million but less than $141.8 million, $125,000 for transactions valued at $141.8 million but less than $709.1 million or $280,000 for transactions valued at $709.1 million or more) and the parties must observe a 30-day waiting period prior to closing.
Assuming that a transaction is reportable, the parties should consider the exemptions found at 16 CFR Sections 802 et seq.
For further guidance on this announcement, contact a member of Orrick's Antitrust and Competition Group.