Value of Transaction	Premerger Notification Applies
Less than $63.4	No
$63.4 million to $253.7 million	Only if size-of-person test met
Greater than $253.7 million	Yes

As stated above, the new $63.4 million threshold will apply to transactions closing on or after February 22, 2010. Because of the decrease in thresholds, an agreement for a transaction valued at $64 million entered into sometime between now and February 22 will trigger HSR notification (if size-of-person test is also met) because it will be subject to the new thresholds—as long as it is closed on or after the effective date. However, premerger notification would not have applied to the same transaction value in 2009.

Size-of-Person

The following table reflects the new annual thresholds for the size-of-person test. Under the 2010 revisions, the HSR requirements are generally triggered when the acquired or acquiring "person" in the transaction has at least $126.9 million in annual net sales or total assets, and the other person has at least $12.7 million.
 

	Original Threshold	2010 Indexed Threshold
Total assets or annual net sales of acquiring/acquired person	$100 million	$126.9 million
Total assets or annual net sales of other person	$10 million	$12.7 million

Filing-Fee Thresholds

New filing-fee thresholds will also take effect February 22, 2010, and will apply to transactions filing notification on or after the effective date. For transactions that are imminent or are currently underway, the applicable filing fee thresholds are those in effect at the time of filing notification.

Value of Transaction	Filing Fee
More than $63.4 million and up to $126.9 million	$45,000
$126.9 million up to $634.4 million	$125,000
$634.4 million and above	$280,000

For additional information and analysis, please contact one of the authors below.