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HSR Thresholds 2011

HSR Thresholds 2011

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Published by corporaider
Attached is a revised memorandum with the antitrust filing thresholds for 2011
Attached is a revised memorandum with the antitrust filing thresholds for 2011

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Published by: corporaider on Jan 25, 2011
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01/11/2014

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CURRENT HSR THRESHOLDS AS OF 2011
 
C
OMMERCE
T
EST
S
ATISFIED
?S
IZE OF
T
RANSACTION
 
(value of acquired votingsecurities and assets)
1
 
S
IZE OF
P
ERSON
2
 
EPORTABLE
?
 No N/A N/A
 NO
Y
es $66 million or less N/A
 NO
Y
esGreater than $66 million;AND$263.8 million or less Neither party has $131.9 million inannual net sales or total assets.
3
 
 NO
Y
esGreater than $66 million;AND$263.8 million or lessAcquiring person has at least $131.9million in annual net sales or totalassets;ANDAcquired person is engaged inmanufacturing
4
and has at least $13.2million in annual net sales or totalassets.
YES 
Y
esGreater than $66 million;AND$263.8 million or lessAcquiring person has at least $131.9million in annual net sales or totalassets;ANDAcquired person is not engaged inmanufacturing and has at least $13.2million in total assets.
5
 
YES 
Y
es Greater than $263.8 million N/A
YES 
HSR covers acquisitions of minority as well as controlling interests. Accordingly, HSR requiresfilings each time a designated notification threshold is exceeded. There are four notification thresholds inaddition to the initial $66 million threshold. A new filing is required anytime a new notification threshold isexceeded, except that once an acquiring person has acquired 50 percent or more of the voting securities of anissuer, no further filings are required to increase that stake.
1
Value is determined by taking the greater of purchase price or Market Price (if acquiring publicly traded securities) or Fair Market Value (if acquiring not publicly traded securities or assets). Value also must take into accountsecurities/assets of the acquired person held by the acquiring person prior to the change of control transaction. MarketPrice is defined as the lowest closing price in the 45-calendar-day period prior to the execution of the contract or letter of intent. Fair Market Value is defined as a formal written estimation of the value of the assets and voting securities being acquired that is made (i) in writing, (ii) in good faith, (iii) according to the acquiring UPE¶s ordinary accounting principles, (iv) by the board of director of the acquiring person, or by a person delegated by that board, and (v) withinthe 60 calendar days immediately preceding the HSR filing.
2
Person refers to Ultimate Parent Entity ± the person who controls an entity without in turn being controlled by anyoneelse.
3
Sales means annual net sales as determined by the most recently regularly prepared annual income statement and totalassets means total assets as determined by the most recent regularly prepared balance sheet.
4
Manufacturing is defined as producing products within NAICS Sectors 31-33 and deriving at least $1 million fromsuch products. Neither software nor services are usually defined as manufacturing.
5
Therefore, if an acquiring person has at least $131.9 million in annual net sales or total assets but the acquired personis not engaged in manufacturing, even if the acquired person has at least $13.2 million in annual net sales, if theacquired person does not have at least $13.2 million in total assets, NO filing is required.

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