Pillsbury Winthrop Shaw Pittman

HSR thresholds will increase to highest levels for transactions in 2014

By Michael L Sibarium, Aileen (Chuca) Meyer, Alvin Dunn and Jeetander T Dulani

On 24 February 2014, revised thresholds for the Hart-Scott-Rodino (HSR) Act will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations or other acquisitions of voting securities, assets or unincorporated interests must notify the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DoJ) of a proposed transaction and comply with a mandatory waiting period before the transaction can be consummated.

Generally, a transaction will not be reportable under the new thresholds unless it is valued for HSR purposes at more than $75.9m (£46m). If the value of the proposed transaction is at least $75.9m but less than $303.4m, the transaction will not be reportable unless the ‘ultimate parents’ of the acquiring and the acquired firms also meet a certain minimum ‘size-of-person’ test — in most instances, where one parent (including all entities it controls) has net sales or total assets of at least $15.2m and the other has net sales or total assets of $151.7m. Where the jurisdictional tests are met, the transactions are reportable unless an exemption applies. The table includes the original and the new adjusted figures for each relevant HSR threshold. Parties should be mindful that there are many other factors that affect whether a given transaction is subject to the jurisdictional thresholds in addition to these dollar thresholds…

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