Decrease in HSR Thresholds and Early Termination Suspension. The Federal Trade Commission (“FTC”) recently announced its annual adjustments to the jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). This year’s adjustment marks the first time since 2010 that the filing thresholds have decreased. The new thresholds are to become effective March 4, 2021 (the “Effective Date”) and will remain in effect until the next annual adjustment, expected in the first quarter of 2022. The FTC also recently announced, jointly with the Department of Justice (“DOJ”), that both agencies will temporarily suspend the discretionary practice of granting early terminations of the HSR Act’s waiting period.
- “Size of Transaction” Threshold. Under the new thresholds, the minimum “size of transaction” requiring an HSR filing has decreased from $94.0 million to $92.0 million. For most purposes, a transaction will be reportable only if, as a result of such transaction, the acquiring person will hold voting securities, assets or noncorporate interests valued above $92.0 million.
