FTC Revises Hart-Scott-Rodino Act Thresholds

On January 10, 2013, the Federal Trade Commission (FTC) announced the annual revisions to the Hart-Scott-Rodino (HSR) Act filing thresholds. The Act requires annual revision of the thresholds to adjust for changes in the U.S. gross national product over the past year. The new thresholds will become effective on February 11, 2013.

The HSR Act requires both parties to an acquisition of assets, voting securities or non-corporate interests to make filings  if the jurisdictional thresholds are met and no exemption applies. Currently, a filing must be made if:

(a) the acquisition is valued in excess of $68.2 million (which will increase to $70.9 million); and

(b) the transaction involves at least one party with annual net sales or total assets of $136.4 million or more (which will increase to $141.8 million) and another party with net sales or total assets of $13.6 million or more (which will increase to $14.2 million). If the value of the acquisition exceeds $272.8 million (which will increase to $283.6 million) a filing must be made without regard to whether this “size of the parties” test is met, unless an exemption applies.

The chart below summarizes the current and new HSR Act thresholds.

	2012 Thresholds	New Thresholds
Size-of-Transaction	$68.2 million $272.8 million	$70.9 million $283.6 million
Size-of-Person	$13.6 million $136.4 million	$14.2 million $141.8 million

Filing fees have not changed and the new threshold levels will apply to filing fees as follows:

Transaction Value	Filing Fee
Greater than $70.9 million but less than $141.8 million	$45,000
Equal to or greater than $141.8 million but less than $709.1 million	$125,000
$709.1 million or more	$280,000

If you have questions or desire further information, please contact Stephen Bolerjack (313) 568-5365 or sbolerjack@dykema.com