FTC announces annual revisions to HSR Act thresholds
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 $126.4 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 $126.4 million but below $505.8 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 $25.3 million, and the other person has annual net sales or total assets equal to or exceeding $252.9 million.
The application of the HSR Act is highly fact-specific, and parties are encouraged to confirm filing requirements based on the facts of the specific deal at issue.
The filing fee tiers will also be amended as follows:
Size of transaction |
2025 adjusted filing fee |
Less than $179.4 million |
$30,000 |
Not less than $179.4 million but less than $555.5 million |
$105,000 |
Not less than $555.5 million but less than $1.111 billion |
$265,000 |
Not less than $1.111 billion but less than $2.222 billion |
$425,000 |
Not less than $2.222 billion but less than $5.555 billion |
$850,000 |
$5.555 billion or more |
$2,390,000 |
Effective date
The new thresholds will go into effect on the date that is 30 days after publication in the Federal Register, which is expected in the next few days.With decades of experience, DLA Piper’s Antitrust and Competition group helps clients to achieve their business goals without jeopardizing compliance with federal, state, and international antitrust and competition laws. For more information, please contact the authors.