Basic Filing Thresholds
The HSR Act requires parties that meet the HSR Act’s size-of-person thresholds to submit premerger notification filings with the FTC and the Department of Justice before completing proposed stock or asset acquisitions exceeding the HSR Act’s size-of-transaction threshold. The thresholds have been revised as follows:
- Size of Person. Either the acquiring or acquired person must have total assets or annual net sales of $136.4 million or more and the other party must have total assets or annual net sales of $13.6 million or more. If the acquired person is the $13.6 million entity and is not engaged in manufacturing, the test looks only to the total assets of the acquired person, not annual net sales. Annual net sales are determined by looking at the last regularly prepared annual statement of income and expense and assets are determined by looking at the last regularly prepared balance sheet. If the value of the assets or voting securities being acquired exceeds $272.8 million, this test is deemed to be automatically met, regardless of the actual size of the parties.
- Size of Transaction. This test is met if more than $68.2 million of assets or voting securities of the acquired person will be held as a result of the transaction.
A filing fee, determined based on the size of the transaction, must be submitted along with filings under the HSR Act. The filing fee thresholds have been revised as follows:
|Size of Transaction||Filing Fee|
|Less than $136.4 million||$45,000|
|$136.4 million or more, but less than $682.1 million||$125,000|
|$682.1 million or more||$280,000|