Hart-Scott-Rodino Notification Thresholds Lowered for 2021
On February 1, 2021, the Federal Trade Commission (“FTC”) announced the new 2021 Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) notification thresholds. The FTC is required to annually update the HSR thresholds based on the change in gross national product. The new thresholds were published in the Federal Register on February 2, 2021, and will become effective for transactions that will close on or after March 4, 2021.
While the notification thresholds typically increase year-over-year as gross national product increases, the COVID-19 pandemic caused a reduction in the gross national product in 2020. As such, the notification thresholds have been reduced from those in effect prior to March 4, 2021.
“Size of Transaction” Thresholds
In accordance with the adjusted thresholds, starting March 4, 2021, transactions valued at more than $368 million will be automatically reportable, unless otherwise exempt. Transactions valued at more than $92 million but less than $368 million also need to pass the “Size of Person” threshold.
“Size of Person” Thresholds
Starting March 4, 2021, the “size of person” test will be met where one transaction party’s Ultimate Parent Entity (“UPE”) to the transaction has total assets or annual net sales of at least $184 million and the other party’s UPE has total assets or annual net sales of at least $18.4 million.
The application of the HSR notification thresholds requires a detailed analysis of the complex HSR regulations and the proposed transaction and parties involved. If you are contemplating a business acquisition or sale in 2021 valued near the $92 million “size of transaction” threshold, it’s important to reach out to your BrownWinick attorney early in the process so we can work with you to ensure compliance with any applicable HSR notification requirements.
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