Revised HSR Thresholds 2016

By Jonathan M. CallaJMC Headshot Photo 2015 (M0846508xB1386)

On January 21, 2016, the Federal Trade Commission (FTC) issued its annual press release announcing revised jurisdictional thresholds for 2016 in connection with reportable transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).  These new HSR thresholds will go into effect 30 days after they are published in the Federal Register, which is expected to happen prior to the end of January, 2016.  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 2015 to 2016:

Test 2015 Threshold 2016 Increased Threshold
Size of Transaction $76.3 million $78.2 million
Size of Person (smaller) $15.3 million $15.6 million
Size of Person (larger) $152.5 million $156.3 million
Size of Transaction (Size of Person Inapplicable)  $305.1 million  $312.6 million

Adjustments to the filing fees to be paid in connection with the transactions will be as follows:

  • $45,000 for transactions valued between $78.2 million but below $156.3 million.
  • $125,000 for transactions valued between $156.3 million but below $781.5 million.
  • $280,000 for transactions valued at or above $781.5 million.

Read the full text of the FTC Press Release here.

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 Jonathan M. Calla.

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