Hart-Scott-Rodino Antitrust Improvements Act Changes

Date: February 10, 2006

The FTC has recently issued several important changes relating to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") which I thought might be of interest to you. These changes are detailed in the attached HSR Act Alert.

As required by statute, the various HSR Act thresholds have been revised again based on annual changes in the U.S. gross national product. Effective for all transactions closing on or after February 17, 2006, the minimum notification threshold under the HSR Act will increase from $53.1 million to $56.7 million. Thus, an acquisition may potentially trigger an HSR filing only if, as a result of an acquisition, the acquirer would hold assets, voting securities, and/or non-corporate interests of the acquired person valued in excess of $56.7 million. Similarly, these threshold changes also affect the manner in which the filing fees (ranging form $45K to $280K) are calculated.

Additionally, effective for all HSR filings submitted on or after January 30, 2006, the required "base year" for reporting revenue information in the HSR Notification Form will change from 1997 to 2002. Additionally, reporting persons will now be required to use the 2002 NAICS code system for all revenue disclosure, rather than the previously-utilized 1997 NAICS system.

These changes will affect fundamentally the manner in which companies both analyze proposed acquisitions to determine if an HSR Act filing is required and, if a filing is required, report revenues in the filing itself. Acquisitive-minded companies in particular will need to plan carefully to ensure that all 2002 revenue and other new information needed for an HSR Filing are readily available.