FTC announces annual revisions to HSR Act thresholds
The Federal Trade Commission (FTC) has announced its annual revision to the jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
Under the new thresholds, no transaction will be reportable unless, as a result of it, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued at more than $119.5 million.
When the Size-of-Persons test applies
If, as a result of the transaction, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued above $119.5 million but below $478 million, then the Size-of-Persons test will also need to be met for the transaction to be reportable.
Generally, the Size-of-Persons test will be met if one person (either acquiring or acquired) has annual net sales or total assets equal to or exceeding $23.9 million, and the other person has annual net sales or total assets equal to or exceeding $239 million.
The application of the HSR Act is highly fact-specific, and parties should confirm filing requirements based on the facts of the specific deal at issue.
Filing fee tiers also amended
The filing fee tiers will also be amended as follows:
|
Size of transaction |
2024 adjusted filing fee |
|
Less than $173.3 million |
$30,000 |
|
Not less than $173.3 million but less than $536.5 million |
$105,000 |
|
Not less than $536.5 million but less than $1.073 billion |
$260,000 |
|
Not less than $1.073 billion but less than $2.146 billion |
$415,000 |
|
Not less than $2.146 billion but less than $5.365 billion |
$830,000 |
|
$5.365 billion or more |
$2,335,000 |
Effective date
