North Carolina Hart Scott Rodino Questionnaire

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US-DD0714
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This due diligence questionnaire is provided to gather information required to evaluate antitrust aspects of the proposed transaction. It lists certain information that is required in order to assess the competitive consequences of the proposed acquisition, and, to determine is preparation of any required Hart-Scott-Rodino filing is necessary.

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FAQ

Once both parties have filed, a specific merger review timeline begins. For most but not all transactions, this starts with an initial 30-day waiting period. For cash tender offers and bankruptcies, the initial waiting period is only 15 days.

BACKGROUND. The HSR merger review process generally requires the parties to transactions with a fair market value that exceeds annually adjusted thresholds to file premerger notifications with the FTC and the Antitrust Division. The parties must then wait 30 days7 (the Initial Waiting Period) before closing.

If the transaction is valued in excess of $50 million (as adjusted) but is $200 million (as adjusted) or less, only those transactions that also meet the size of person test require a filing.

The most significant threshold in determining reportability is the minimum size of transaction threshold. This is often referred to as the $50 million (as adjusted) threshold because it started at $50 million and is now adjusted annually. For 2022, that threshold will be $101 million.

Your filing will not be published or accessible to the public, and there is a spe- cific statute that prevents members of the public from accessing HSR filings through Freedom of Information Act requests.

The size-of-person test applies to transactions valued at less than $200 million (as adjusted, $403.9 million) and is based on the total assets and annual net sales of the ultimate parent entities (UPEs) of the acquiring and acquired persons.

The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ.

The HSR "size of parties" threshold generally requires that one party to the transaction have annual net sales or total assets of $202 million or more (up from $184 million in 2021), and that the other party have annual net sales or total assets of $20.2 million (up from $18.4 million).

If the transaction is valued in excess of $50 million (as adjusted) but is $200 million (as adjusted) or less, only those transactions that also meet the size of person test require a filing.

The HSR Act requires that parties to mergers and acquisitions, including acquisitions of voting securities and assets, notify the DOJ and the FTC, and observe a statutory waiting period if the acquisition meets specified size-of-person and size-of-transaction thresholds and doesn't fall within an exemption to the

More info

The Hart-Scott-Rodino Act, 15 U.S.C. 18a, requires parties that are contemplating aHSR Act reporting threshold is the "size of the transaction" test. Size-of-transaction test. The size-of-transaction test evaluates the assets, voting securities, and non-corporate interests (such as membership interests or ...On February 1, 2021, the Federal Trade Commission announced decreases in the reporting thresholds under Hart-Scott-Rodino Antitrust (HSR). In most cases, the HSR Act filing is deemed complete, and the waiting periodA transaction satisfies the ?commerce test? if either of the parties to a ... They notified the FTC, as the Hart-Scott-Rodino Actthe other Whole Foods in North Carolina for nearly a year,merger before it is complete. RALEIGH, N.C.--(BUSINESS WIRE)--Salix Pharmaceuticals, Ltd. (NASDAQ:SLXP) (?Salix?) today announced that the waiting period under the Hart-Scott-Rodino ... Transmission Line, Scott County,Forsyth of Murphy, North Carolina, to be a member of the Regional Resourcecontained in the questionnaire, USTR. A Context and Practice Global Case File:The Hart- Scott-Rodino Act. 184. A. Market Definition andNorth Carolina Board of Dental Examiners v. FTC. Started as North Carolina National BankHostile- target board opposes, bidder sometimes uses tender offer, a bear-hugHart Scott Rodino Act of 1976. The U.S. Army and Boeing (NYSE:BA) signed a $192.5 million contract for 13 newfiling pursuant to the Hart-Scott-Rodino Anti-Trust Improvements Act of.

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North Carolina Hart Scott Rodino Questionnaire