The most significant threshold in determining reportability is the minimum size of transaction threshold. This is often referred to as the “$50 million (as adjusted)” threshold because it started at $50 million and is now adjusted annually. For 2021, that threshold will be $92 million.

What does HSR stand for antitrust?

Hart–Scott–Rodino Antitrust Improvements Act
The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act.

What is a UPE HSR?

• Ultimate Parent Entities (“UPEs”) of buyer and of seller file notification. forms. – A UPE is an “entity” that is not controlled by any other “entity” – “Control” of a corporation means owning 50% of the voting securities or having the right. to appoint 50% of the directors.

How do the HSR thresholds work?

HSR Notification Thresholds Overview The HSR Act requires premerger notification of transactions that satisfy the “size of transaction” and “size of person” tests and are not otherwise exempt. The thresholds are adjusted annually to reflect changes in the U.S. gross national product.

Who Must File HSR?

If the transaction is valued at $50 million (as adjusted) or less, no filing is required. If the transaction is valued at more than $200 million (as adjusted), and no exemption applies, an HSR filing must be made and parties must wait until the statutory waiting period has expired before closing the deal.

What are HSR requirements?

One party has a size of at least $184 million (measured by sales or assets); The other party has a size of at least $18.4 million (measured by sales or assets if engaged in manufacturing; by assets, usually, if not engaged in manufacturing); and. The size of the transaction is at least $92 million.

How does HSR work?

HSR filings are premerger notifications that parties to a proposed merger transaction make with both the Federal Trade Commission and the Department of Justice. Subject to minor exceptions, both the seller and the buyer must each separately file with both agencies.

Does HSR apply to private companies?

Under the current regulations, each private equity fund is usually its own “person” for HSR purposes. As a result, it will take more time and effort to prepare an HSR filing for a private equity fund, and some transactions will require an HSR filing that would not have required a filing under the current regulations.

How much does HSR cost?

At present, there are three levels of filing fees for HSR filings: (1) $45,000 for transactions valued at more than the filing threshold but less than $100 million “AA” (“As Adjusted”); (2) $125,000 for transactions valued at $100 million AA or more but less than $500 million AA ; and $280,000 for transactions valued …

What is the size of person test HSR?

Significantly, the size-of-person test will not apply to a transaction valued above $368 million….The Size-of-Person Test.

Who has to file for HSR?

Regardless of the size of the parties, an HSR filing will be required if the size of the transaction is at least $368 million. These figures will be adjusted for changes in GDP again next year.