Contact: Eric S. Berman & Robert S. Zuckerman; Williams Mullen (North Carolina & Virginia, USA)
On January 10, 2013, the Federal Trade Commission (“FTC”) announced updated, slightly higher jurisdictional thresholds that determine whether merging parties must notify the FTC and U.S. Department of Justice (“DOJ”) of their transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”).
The revised HSR thresholds will apply to all transactions that close on or after the effective date, which is expected to be in late February 2013 – thirty days after their publication in the Federal Register.
Merger Filings
The HSR Act requires that parties to certain mergers and acquisitions file a notification form and related documentation with the FTC and DOJ if the transaction value exceeds a prescribed dollar amount (“size of transaction test”) and the parties’ annual net sales or total assets exceed the Act’s thresholds (“size of person test”). After notifying the agencies, the parties must wait 30 days – 15 days in the case of cash tender offers – before closing, unless the agencies either terminate this waiting period sooner or extend it by seeking additional information about the deal.
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