Haynes and Boone, LLP
  February 23, 2010 - United States of America

FTC Lowers HSR Notification Thresholds for 2010
  by W. Scott Wallace, Jennifer Thoman Wisinski, David J. Colletti Jr.

On January 19, 2010, the Federal Trade Commission (FTC) announced its annual adjustment to the pre-merger notification filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), and for the first time in history, the HSR thresholds were decreased. The new thresholds became effective February 22, 2010.

Transactions that close on or after February 22, 2010 are subject to the following new thresholds:

Threshold Test

Original Threshold

2009 Adjusted

2010 Adjusted

Size-of-Transaction

$50 million

$65.2 million

$63.4 million

Size-of-Person

$10 million and $100 million

$13 million and $130.3 million

$12.7 million and $126.9 million

Size-of-Transaction at which the Size-of-Person test no longer applies

 

$200 million

$260.7 million

$253.7 million

Application of the Thresholds

To determine the “value” of the transaction for purposes of the thresholds, the acquiring person needs to determine the value of the voting securities, assets and non-corporate assets of the target company that such acquiring person will acquire or hold as a result of the transaction (and in certain circumstances prior transactions by the acquiring person need to be aggregated with the current transaction). Note that the “value” for HSR purposes is not always the purchase price, because there are specific rules for determining “value” under the HSR rules.

Filing Fees

The filing fees have remained the same but the thresholds have decreased:

2010 Threshold

Filing Fee

Size-of-Transaction “value” is greater than $63.4 million but less than $126.9 million
 

$45,000

Size-of-Transaction “value” is equal to or greater than $126.9 million but less than $634.4 million
 

$125,000

Size-of-Transaction “value” is equal to or greater than $634.4 million
 

$280,000

To read the full alert, click on Link to article below.
For more information, please contact:

W. Scott Wallace
214.651.5587
[email protected]

Jennifer Thoman Wisinski
214.651.5330
[email protected]

David J. Colletti Jr.
214.651.5017
[email protected]





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Read full article at: http://www.haynesboone.com/ftc_lowers_hsr_notification_thresholds/