Today, the Federal Trade Commission announced revised Hart-Scott-Rodino Act (HSR) reporting thresholds. Under the new thresholds, a transaction will be reportable only if, as a result of such transaction, the acquiring person will hold voting securities, assets, or non-corporate interests valued above $101 million. The newly-adjusted HSR thresholds will apply to all transactions that close on or after the effective date, which is expected to be February 23.

The exact date will depend on when the changes are published in the Federal Register, which is expected to be January 24.

In summary, the relevant HSR thresholds are:

Threshold

Original amount

2022 adjusted threshold

Size of Transaction

$50 million

$101 million

Size of Person (if applicable)

$10 million and $100 million

$20.2 million and $202 million

Size of Transaction above which Size of Person Test does not apply

$200 million

$403.9 million

Corresponding increases will also apply to certain other thresholds and exemptions under the HSR Act. The complete list of revised HSR thresholds will be available in the Federal Register and on the FTC’s website.

For reportable transactions, the acquiring person’s holdings must cross the threshold with respect to which the HSR notification is made within one year of the expiration or early termination of the HSR waiting period. Once the acquiring person has crossed the applicable threshold during the first year, any additional acquisitions by the same acquiring person of the same issuer’s voting securities will be exempt from notification during the five years following the expiration or early termination of the waiting period, up to the highest value of the threshold range for which the HSR notification was made. For purposes of this exemption, any subsequent acquisition by the acquiring person would be subject to the adjusted thresholds in effect when the subsequent acquisition is consummated.

HSR filing fees remain as follows:

2022 adjusted threshold

Filing fee

Transaction valued at greater than $101 million but less than $202 million

$45,000

Transaction valued at greater than $202 million but less than $1.0098 billion

$125,000

Transaction valued at $1.0098 billion or greater

$280,000

If you have any questions regarding the matters covered in this publication, please reach out to any of the lawyers listed below or your usual Davis Polk contact.

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