January 26, 2016, the Federal Trade Commission ("FTC") announced the
annual revisions to the filing thresholds set forth in the Hart-Scott-Rodino
Antitrust Improvements Act ("HSR Act"). The revised thresholds will
be effective on February 25, 2016.
HSR Act sets forth two primary notification thresholds: the size of transaction
threshold and the size of person thresholds. These thresholds have been revised
for 2016 as follows:
2015 Level 2016 Level
of Transaction $76.3
of Person1 (lower) $15.3
of Person (higher) $152.5
of Person Threshold Exemption2 $305.1 million $312.6 million
2016 revisions also increase the size of transaction thresholds for acquisitions
of additional voting securities of the same issuer (or issuers within the same
acquired person). Notification under the HSR Act is required for 2016 when a
party acquires voting securities that have a cumulative value of:
25% of the shares if their value is at or above $1,563 million; and
50% of the shares if their value is above $78.2 million.3
To satisfy the Size of Person threshold, one party must have sales or assets meeting the higher threshold and the other party must have sales or assets meeting the lower threshold.
Transactions valued at or above $312.6 million are reportable without regard to whether the transaction satisfies the Size of Person threshold.
Once an acquiring person holds 50% or more of the voting securities of an issuer, all subsequent acquisitions of securities of that issuer are exempt.