Starting Feb. 28, 2018, all stock and asset acquisitions, mergers, consolidations, joint ventures and similar transactions valued under $84.4 million will now be exempt from all HSR filing and waiting period requirements (assuming no prior or related transactions between the parties or their affiliates); an increase from last year’s $80.8 threshold (reflecting a 4.5% growth in the economy).

All transactions valued at $337.6 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 $84.4 million and $337.6 million will likely require a filing based on the “size-of-the-person” test (with size-of-the-person thresholds being adjusted to $16.9 million and $168.8 million). HSR filing fee levels are being similarly adjusted, and the penalty for not filing will increase to $41,484 per day.

Additional Information

Kutak Rock has longstanding experience in Hart-Scott-Rodino pre-merger filings. In addition to preparing the necessary HSR filing documents and communicating with the FTC and the Department of Justice, we also analyze transactions to determine if they are exempt from the HSR filing requirements, counsel on pre-closing restrictions concerning the operations of the acquired entity, and advise on structuring transactions to avoid or minimize both potential antitrust problems and costly second requests.