New Thresholds for Hart-Scott-Rodino Filings on Large Mergers, Acquisitions and Company Sales

If you are planning a merger, sale or acquisition of a company nearing $16 million of assets or annual sales and you have over $160 million in assets or annual sales, determine whether you are required file a notice with the Federal Trade Commission and Department of Justice. Under the Hart-Scott-Rodino Act, parties to sizeable mergers and acquisitions must file a notification with the FTC and DOJ for them to review to ensure the deal complies with antitrust laws. An HSR filing usually must be made when parties meet the “size of the person” and the “size of the transaction” thresholds.

As of February 27, 2017, new thresholds for filing will be implemented. The “size of the persons” threshold is met when one party has $161.5 million in total assets or annual sales and the other party has $16.2 million in total assets or annual sales. The “size of the transaction” threshold is met when, as a result of the transaction, the buyer will acquire or hold securities of the seller valued in excess of $80.8 million. Transactions valued at over $323 million will require filing regardless of whether or not the parties meet the two tests. Additionally, there are filing fees based on the thresholds the both parties will be required to pay.

Both buyers and sellers must file separately, each providing information about their company, industry, and market. From there, parties must wait 30 days or until the agencies grant early termination of the waiting period; then, parties can move forward with the transaction. The agencies can also make a second request for information, which will induce another 30-day waiting period.

If a second request for information is made, parties must substantially comply by providing adequate requested information. After substantial compliance is reached, another 30-day waiting period is commenced. Unless the agency takes some action that results in a court order, the parties are free to close the deal after the second 30-day waiting period or an early termination.управление парусной яхтой в одиночку

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