FTC Announces 2015 Thresholds For Merger Control Filings Under HSR Act And Interlocking Directorates Under The Clayton Act

The Federal Trade Commission ("FTC") has announced its annual revisions to the dollar jurisdictional thresholds in the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); the revised thresholds will become effective 30 days after the date of their publication in the Federal Register. These changes increase the dollar thresholds necessary to trigger the HSR Act's premerger notification reporting requirements. The FTC also increased the thresholds for interlocking directorates under Section 8 of the Clayton Act.

Revised HSR Thresholds

Under the HSR Act, parties involved in proposed mergers, acquisitions of voting securities, unincorporated interests or assets, or other business combinations (e.g., joint ventures, exclusive license deals) that meet certain thresholds must report the contemplated transactions to the FTC and the Antitrust Division of the U.S. Department of Justice ("DOJ") unless an exemption applies. The parties to a proposed transaction that requires notification under the HSR Act must observe a statutorily prescribed waiting period (generally 30 days) before closing. Under the revised thresholds, transactions valued at $76.3 million or less are not reportable under the HSR Act.

A transaction closing on or after the date the revised thresholds become effective may be reportable if it meets the following revised criteria:

Size of Transaction Test

The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities, unincorporated interests, or assets of the acquired person valued in excess of $305.1 million;

or

The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities, unincorporated interests, or assets of the acquired person valued in excess of $76.3 million, and the Size of Person thresholds below are met.

Size of Person

Test

Either the acquiring or the acquired person has at least $15.3 million in assets or sales, and the other person has at least $152.5 million in assets or sales.

The full list of the revised thresholds is as follows:

Original Threshold

2014 Threshold

2015 Revised Threshold (Effective 30 days after publication

in Federal Register)1

$10 million

$15.2 million

$15.3 million

$50 million

$75.9 million

$76.3 million

$100 million

$151.7 million

$152.5 million

$110 million

$166.9 million

$167.8 million

$200 million

$303.4 million

$305.1 million

$500 million

$758.6 million

$762.7 million

$1...