Compliance with Items 4(c) and 4(d) of the Hart-Scott-Rodino Antitrust Improvements Act

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires that certain proposed acquisitions of voting securities, noncorporate interests, or assets be reported to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) prior to consummation. The parties must then wait a specified period, usually, 30 days (15 days in the case of a cash tender offer or bankruptcy sale), before they may complete the transaction.

Whether a particular acquisition is subject to the requirements of the HSR Act depends on the value of the acquisition and, in certain acquisitions, the size of the parties as measured by their sales and assets. At present, any transaction valued above $899.8 million is reportable. In addition, transactions valued between $90 million and $899.8 million may also be reportable if an acquiring party with assets or annual net sales at or above $180 million is making an acquisition from a party not engaged in manufacturing that has total assets at or above $18 million. Thresholds are updated annually and can be found on the FTC’s website ...