January 8, 2009

FTC ANNOUNCES ANNUAL REVISIONS TO HSR ACT THRESHOLDS

In accordance with the 2000 amendments to the HSR Act, the Federal Trade Commission has announced its annual revision to the jurisdictional thresholds under the Act. The new thresholds will go into effect 30 days after publication in the Federal Register, which is expected in the next few business days.

Under the new thresholds, no transaction will be reportable unless, as a result of it, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued above $65.2 million.

When the Size-of-Persons Test Applies

If, as a result of the transaction, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued above $65.2 million but below $260.7 million, then the Size-of-Persons test will also need to be met for the transaction to be reportable. Generally, the Size-of-Persons test will be met if one person (either acquiring or acquired) has annual net sales or total assets equal to or exceeding $13 million, and the other person has annual net sales or total assets equal to or exceeding $130.3 million.1

Filing Fee Tiers Also Amended

The filing fee tiers will also be amended. The fee will be $45,000 for transactions valued above $65.2 and below $130.3 million; $125,000 for transactions valued at or above $130.3 million and below $651.7 million; and $280,000 for transactions valued at or above $651.7 million.

Effective Date

As indicated above, the new thresholds will go into effect 30 days after publication in the Federal Register, which is expected in the next few business days. Thus, the new thresholds should go into effect some time around mid-February 2008, and will affect all transactions closing after the effective date.

1 When the acquired person is not engaged in manufacturing and the acquiring person satisfies the $130.3 million prong of the Size-of-Persons test, then the acquired person’s annual revenues are irrelevant and the Size-of-Persons test is satisfied only if the acquired person’s total assets equal or exceed $13 million.