M&A HSR Premerger Notification Thresholds Increase in 2019

Takeaways

• The new minimum HSR threshold is $90 million and applies to transactions closing on or after April 3, 2019.

• The current threshold of $84.4 million is in effect for all transactions that will close through April 2, 2019.

• Failure to file may result in a fine of up to $42,530 per day of non-compliance.

• The HSR Act casts a wide net, catching mergers and acquisitions, minority stock positions (including compensation equity and financing rounds), asset acquisitions, joint venture formations, and grants of exclusive licenses, among others.

The Federal Trade Commission has announced new HSR thresholds for 2019. The thresholds are adjusted annually, and were delayed this year by the government shutdown. Transactions closing on or after April 3, 2019 that are valued in excess of $90 million potentially require an HSR premerger notification filing to the U.S. antitrust agencies. The HSR Act and Rules require that parties to certain