How to Value Transactions Under the HSR Rules

Practical Law Legal Update w-001-1670 (Approx. 3 pages)

How to Value Transactions Under the HSR Rules

by Practical Law Antitrust

Published on 13 Jan 2016 • USA (National/Federal)

Need help valuing a transaction under the Hart-Scott-Rodino Act? Use Practical Law's Antitrust resources to help you determine HSR reportability and the applicable filing fee.

The HSR Act requires parties to certain transactions to report those transactions to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) where no exemption applies and either:

The size-of-transaction is between $76.3 million and $305.1 million and the parties meet a statutory size-of-person threshold.
The size-of-transaction is in excess of $305.1 million.

In addition to determining reportability, valuing a transaction for HSR purposes is also important because it determines the HSR filing fee, which is graduated based on deal value.

Practical Law's HSR valuation resources can help you to determine whether:

The minimum HSR size-of-transaction threshold is met, including by valuing contingent payments made to a seller, such as future royalties in the acquisition of an exclusive license.
The formation of an entity, including a joint venture, is reportable under the HSR Act.
A shareholder of a target entity acquiring equity or assets as consideration for shares has a reporting obligation under the HSR Act for that acquisition.

Here are five of Practical Law's resources that can help you value a transaction for HSR purposes:

How to Value Transactions Under the HSR Rules | Practical Law