Premerger Notification Thresholds Increased

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Effective February 25, 2016, the jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), will increase. Pursuant to statutory amendments made in 2000, the thresholds are annually adjusted based on changes in gross national product. One key effect of this year’s indexing is that transactions will only be reportable if the Size of Transaction exceeds $78.2 million. This is a slight increase over last year’s $76.3 million threshold. The revised thresholds apply to all transactions that close on or after February 25, 2016. Key revised thresholds are as follows:

Original Threshold 2015 Threshold
$50 million Size of Transaction Test  $78.2  million 
$200 million Size of Transaction Test $312.6 million
$100 million Size of Person Test $156.3 million
$10 million Size of Person Test $15.6  million

In addition, while the HSR filing fee amounts themselves have not changed, the thresholds upon which the filing fees are based have increased as follows:

Filing Fee Original Filing Fee Threshold 2015 Filing Fee Threshold
$45,000 Transactions valued at more than $50 million but less than $100 million Transactions valued at more than $78.2 million but less than $156.3 million
$125,000 Transactions valued at $100 million or more but less than $500 million Transactions valued at $156.3  million or more but less than $781.5 million
$280,000 Transactions valued at $500 million or more Transactions valued at $781.5 million or more

 

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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