The U.S. Federal Trade Commission (FTC) announced its annual adjustments to the notification and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The HSR Act is an antitrust statute that authorizes the FTC and the Antitrust Division of the Department of Justice (DOJ) to evaluate the potential anticompetitive effects of certain merger and acquisition transactions. The FTC annually revises the jurisdictional and filing fee schedule, as the HSR Act requires the parties contemplating mergers or acquisitions that meet or exceed jurisdictional thresholds to a) provide information to the FTC and DOJ regarding the acquisition and the parties' business operations, and b) await the expiration of a statutory waiting period—at least 30 calendar days—before completing the proposed transaction. The revised thresholds will apply soon after a significantly modified Notification and Report Form under the HSR Act and associated filing requirements take effect on February 10, 2025, unless the new form and requirements are delayed pursuant to President Trump's regulatory freeze issued on his first day in office.
New HSR thresholds
The following table includes the original, current and revised HSR thresholds that will be effective for transactions that close on or after February 21, 20251.
|
Original threshold |
2024 threshold |
New 2025 threshold |
|---|---|---|
|
$10 million |
$23.9 million |
$25.3 million |
|
$50 million |
$119.5 million |
$126.4 million |
|
$100 million |
$239 million |
$252.9 million |
|
$110 million |
$262.9 million |
$278.2 million |
|
$200 million |
$478 million |
$505.8 million |
Under the revised thresholds, an acquisition may be subject to the notification and waiting period requirements of the HSR Act if, as a result of the transaction, a) the acquiring person will hold assets, voting securities or non-corporate interests with a value in excess of $126.4 million (the "Size of Transaction" test), and b) the parties to the transaction have total assets or annual net sales in excess of $252.9 million and $25.3 million, respectively (the "Size of Person" test).
The Size of Person test will not apply to transactions involving the acquisition of assets, voting securities or non-corporate interests valued in excess of $505.8 million.
Annual adjustment of HSR filing fees
Since 2023, the HSR Act filing fees are adjusted annually to reflect changes in the Consumer Price Index. This year's new filing fee tiers and amounts are shown below:
|
Transaction size |
Filing fee |
|---|---|
|
Greater than $126.4 million but less than $179.4 million |
$30,000 |
|
$179.4 million or greater but less than $555.5 million |
$105,000 |
|
$555.5 million or greater but less than $1.111 billion |
$265,000 |
|
$1.111 billion or greater but less than $2.222 billion |
$425,000 |
|
$2.222 billion or greater but less than $5.555 billion |
$850,000 |
|
$5.555 billion or greater |
$2,390,000 |
As of January 17, 2025, the maximum penalty for failure to file a Notification and Report Form when required by the HSR Act is $53,088 per day of non-compliance.
Footnote
1. All monetary values are in U.S. dollars. Please refer to the FTC's guide, "Converting Foreign Currency for HSR Purposes".
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
