Revised HSR Thresholds 2015

By Joseph C. MarrowSecurities and Corporate Attorney Joseph Marrow

On January 15, 2015, the Federal Trade Commission (FTC) issued its annual press release announcing revised jurisdictional thresholds for 2015 in connection with reportable transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).  The new thresholds apply to transactions that close on or after February 20, 2015.  The thresholds apply to transactions that satisfy the “size of transaction” test (transaction value) and the “size of person” test (either in terms of annual sales or total assets).  The thresholds are adjusted annually to reflect changes to the domestic gross national product.  The following chart reflects the increased thresholds from 2014 to 2015:

Test 2014 Threshold 2015 Increased Threshold
Size of Transaction $75.9 million $76.3 million
Size of Person (smaller) $15.2 million $15.3 million
Size of Person (larger) $151.7 million $152.5 million
Size of Transaction (Size of Person Inapplicable)  $303.4 million  $305.1 million

The FTC made no adjustment to the filing fees to be paid in connection with transactions, but did, however, adjust the thresholds for application of the filing fees:  for transactions valued between $76.3 million and up to $152.5 million, the filing fee is $45,000; for transactions valued at $152.5 million and up to $762.7 million, the filing fee is $125,000; and for transactions valued at $762.7 and above, the filing fee is $280,000.

Read the full text of the FTC press release.

All parties should carefully consider the implications of the HSR Act on all transactions and should consult with counsel to determine whether an HSR filing is required.

For more information please contact Joseph C. Marrow.

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