Clifford Chance

The Pre-Merger Notification Office of the FTC Re-Defines the Limits of the HSR Filing Exemption for Investment Rental Property

24 July 2015

The Pre-Merger Notification Office of the Federal Trade Commission, which administers the pre-merger notification program under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has re-examined the scope of the exemption that permits parties acquiring investment rental property to forego making an otherwise necessary HSR filing. Under the new, more restrictive interpretation, transactions will only qualify for the exemption if the acquiring entity intends to benefit solely from investment in the property as a landlord and not from conduct occurring on the property itself. This change in scope of the exemption takes particular aim at acquisitions of pipeline transfer stations, telecommunications towers, and billboards, many of which will no longer be excused from HSR filings under the investment rental property exemption. This change is effective immediately.

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