Mergers And Acquisitions Alert: New HSR Thresholds For 2009

The dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will increase mid-February (exact date still pending), due to an annual adjustment mechanism that was created in the last round of amendments to the HSR Act. All transactions closing on or after the effective date will be governed by the new thresholds.

Under the new thresholds, the parties to an acquisition or merger will in most cases need to file pre-acquisition notifications with the FTC and the Department of Justice and observe the Act's waiting periods before closing if the transaction will result in either of the following:

1. The acquiring person will hold more than $65.2 million worth of voting securities and assets of the acquired person and the parties meet the "size-ofperson" requirements below; or