The Justice Department’s Antitrust Division, at the request of the Federal Trade Commission, filed a civil antitrust lawsuit today in U.S. District Court in Washington, D.C., against MacAndrews & Forbes for violating the notification requirements of the Hart-Scott-Rodino (HSR) Act of 1976. At the same time, the department filed a proposed settlement that, if approved by the court, will settle the charges.
MacAndrews & Forbes is a holding company based in New York and is wholly-owned by Ronald O. Perelman. Scientific Games is a New York-based provider of lottery and gaming services.
According to the complaint, MacAndrews & Forbes failed to comply with the antitrust premerger notification requirements of the HSR Act before acquiring voting securities of Scientific Games in June 2012. As a result of these acquisitions, MacAndrews & Forbes held Scientific Games voting securities in excess of $68.2 million, the HSR reporting threshold then in effect. Although certain stock acquisitions relating to a previous HSR Act notification are exempt from additional notice and waiting requirements, MacAndrews & Forbes’ June 2012 acquisitions of Scientific Games voting securities fell outside of the five-year time period for that exemption.
The Hart-Scott-Rodino Act of 1976, an amendment to the Clayton Act, imposes notification and waiting period requirements on individuals and companies over a certain size before they consummate acquisitions resulting in holding stock or assets above a certain value, which was $68.2 million in 2012 and is currently $70.9 million.
Federal courts can assess civil penalties for premerger notification violations under the HSR Act in lawsuits brought by the Department of Justice. For a party in violation of the HSR Act the maximum civil penalty is $16,000 a day.