Hunton Retail Law Resource: New HSR Thresholds

On March 4, the FTC published the revised Hart-Scott-Rodino ("HSR") thresholds in the Federal Register. Retail (or other) companies contemplating mergers or acquisitions need to be aware of the new thresholds. Companies may need to file with the Federal Trade Commission and Department of Justice if the value of the deal exceeds $90 million. The revised thresholds will apply to all transactions closed on or after April 3, 2019.

The FTC revises the HSR thresholds each year, based on gross national product. Under the revised thresholds, generally, if the value of non-corporate interests, assets, voting securities or a combination thereof exceeds $359.9 million and no exemption applies, the parties must file. If the value of the transaction exceeds $90 million but is $359.9 million or less, then antitrust counsel will need to do a "size of person" analysis. Generally, an HSR filing will not be required unless one party to the transaction has total assets or...