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FTC Announces New Hart-Scott-Rodino Filing Thresholds

Publications - Client Alert | January 23, 2015

The Federal Trade Commission (the FTC) has adopted the annual adjustment in Hart-Scott-Rodino filing thresholds (15 U.S.C. § 18a, Clayton Act § 7A). All stock and asset acquisitions, mergers, consolidations and similar transactions valued under $76.3 million will now be exempt from all HSR filing and waiting period requirements (assuming no prior transactions between the parties or their affiliates); this threshold previously was $75.9 million (a relatively small annual increase).

All transactions valued at $305.1 million and over, not otherwise exempt under one of the many substantive HSR exemptions, will require a pre-acquisition filing; while most (non-exempt) transactions valued between $76.3 million and $305.1 million will likely require a filing based on the “size-of-the-person” test (with size-of-the-person thresholds being adjusted to $15.3 million and $152.5 million). HSR filing fee levels are being similarly adjusted. The new thresholds apply to all transactions that will close on or after February 20, 2015.

Additional Information

For more information on this and other corporate and securities matters, or if you have an upcoming merger, consolidation, stock purchase or asset acquisition, please contact Robert A. Jaffe or your Kutak Rock attorney. Mr. Jaffe has longstanding experience and expertise in Hart-Scott-Rodino pre-merger filings. In addition to preparing the necessary HSR filing documents and communicating with the FTC and Department of Justice, he also analyzes transactions to determine if they are exempt from the filing and waiting period requirements and advises on structuring transactions to avoid or minimize both potential antitrust problems and costly and time-consuming second requests.

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