On Jan. 23, 2014, the U.S. Federal Trade Commission announced
new Hart-Scott-Rodino filing thresholds for mergers and
acquisitions. The new thresholds will go into effect on Feb. 24,
2014. Transactions that close on or after the effective date will
be subject to the revised thresholds. Any acquisition of voting
securities and/or assets requires premerger notification to the FTC
and the U.S. 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 an HSR
notification is required, both parties must file, the acquiring
person must pay a filing fee ((i) $45,000 for transactions below
$151.7 million, (ii) $125,000 for transactions of $151.7 million or
more but below $758.6 million, and (iii) $280,000 for transactions
of $758.6 million or more), and the parties must observe a 30 day
waiting period prior to closing.
