Revised HSR Thresholds 2017

By: Jonathan M. Calla

JMC Headshot Photo 2015 (M0846508xB1386)On January 19, 2017, the Federal Trade Commission (FTC) issued its annual press release announcing revised jurisdictional thresholds for 2017 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 in late February.  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 2016 to 2017:

Test 2016 Threshold 2017 Increased
Threshold
Size of Transaction $78.2 million $80.8 million
Size of Person (smaller) $15.6 million $16.2 million
Size of Person (larger) $156.3 million $161.5 million
Size of Transaction (Size of Person Inapplicable) $312.6 million $323.0 million

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

  • $45,000 for transactions valued between $80.8 million but below $161.5 million.
  • $125,000 for transactions valued between $161.5 million but below $807.5 million.
  • $280,000 for transactions valued at or above $807.5 million.

Read the full text of the FTC Press Release.

Adjustments to civil penalty amounts for certain laws enforced by the FTC, including HSR, were also announced.  These new adjustments provide that any noncompliance with any requirements under HSR may subject any person, or any officer, director or partner of such person, to civil penalties of up to $40,654 for each day of violation.  This penalty was increased last August from $16,000 to $40,000 per day and will now be subject to annual adjustment to reflect changes to the domestic gross national product

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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