The Federal Commerce Fee (FTC) introduced on January 23, 2023, the implementation of elevated thresholds for merger notifications beneath the Hart-Scott-Rodino Antitrust Enhancements Act of 1976 (HSR Act) in addition to elevated submitting charges for reportable transactions.
Notification Threshold Will increase
Pursuant to the HSR Act, all transactions which meet or exceed the jurisdictional thresholds, and which don’t fulfill an exemption, have to be notified to the FTC and US Division of Justice (DOJ) by means of an HSR submitting. The newly introduced thresholds will apply to all transactions that shut on or after the efficient date. The efficient date is 30 days after the discover is revealed within the Federal Register; the discover is at the moment scheduled to be revealed on January 26, 2023, making the efficient date February 27, 2023.
The edge modifications are tied to modifications within the gross nationwide product (GNP).
- The bottom statutory size-of-transaction threshold, the bottom threshold requiring notification, will enhance to $111.4 million.
- The higher statutory size-of-transaction take a look at, encompassing all transactions valued above a sure measurement (whatever the size-of-person take a look at being met), will enhance to $445.5 million.
- The statutory size-of-person decrease and higher thresholds (which apply to offers valued above $111.4 million however not above $445.5) will enhance to $22.3 million and $222.7 million, respectively.
Merger Submitting Payment Will increase
The passage of the Merger Submitting Payment Modernization Act on December 29, 2022, altered the submitting payment thresholds in addition to considerably elevated the charges imposed on transacting events when making an HSR submitting in extra of $1 billion. Just like the notification threshold enhance, these submitting payment changes will even take impact 30 days after publication within the Federal Register, which means the elevated charges will even go into impact on February 27, 2023.
The brand new transaction thresholds and accompanying charges are offered within the desk beneath:
As with the notification thresholds, the submitting payment thresholds and payment quantities will now be topic to annual adjustment in the beginning of every yr primarily based on GNP for thresholds and client worth index (CPI) for payment quantities.