The dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act (HSR) will increase this year. The annual adjustment mechanism will affect transactions closing on or after the effective date.
The parties to an acquisition or merger will generally need to file pre-acquisition notifications with the FTC and the Department of Justice. They need to follow a waiting period before closing the transaction if the transaction will result in either of the following: (a) acquiring person will hold more than $63.1 million worth of voting securities and assets of the acquired person and the parties meet the "size-of-person" requirements below; or (b) regardless of the parties' sizes, the acquiring person will hold more than $252.3 million worth of voting securities and assets of the acquired person.
For "size-of-person" test, one of the following needs to be met: (a) person with $126.2 million or more of total assets (on most recent regularly-prepared balance sheet) or annual net sales (from most recently completed fiscal year) proposes to acquire voting securities or assets of a person engaged in manufacturing with $12.6 million or more of annual net sales or total assets; (b) person with $126.2 million or more of total assets or annual net sales proposes to acquire voting securities or assets of a person not engaged in manufacturing with $12.6 million or more of total assets; or (c) person with $12.6 million or more of total assets or annual net sales proposes to acquire voting securities or assets of a person with $126.2 million or more of annual net sales or total assets.
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