On January 10, 2025, the Federal Trade Commission (FTC) announced the 2025 threshold for applying the size-of-parties test of the Hart-Scott-Rodino (HSR) Act will increase from $119.5 million to $126.4 million. Deals that exceed this $126.4 million threshold may need to be reported to the FTC and U.S. Department of Justice (DOJ) depending on the size of the parties to the transaction as measured by the volume of their sales or the value of their assets.
Generally, transactions in 2025 with a value greater than $505.8 million will be reportable under the HSR Act, regardless of the volume of sales or value of assets of the parties. Parties reporting a transaction under the HSR Act must observe a 30-day waiting period after submitting notification to the FTC and DOJ before closing a deal. The HSR Act imposes these notification and waiting period requirements so the agencies can assess the potential competitive effects of proposed transactions and take steps to intervene, if necessary, before the deal is consummated. Under the Clayton Act, the FTC is required to adjust HSR thresholds annually based on changes in U.S. gross national product (GNP). The new thresholds will go into effect 30 days after their publication in the Federal Register, which is expected this week.
In addition to these jurisdictional thresholds, the FTC also announced new HSR filing fee thresholds. The filing fee thresholds for 2025 will change as follows:
|
Size (Value) of Transaction |
Filing Fee |
|
< $179.4 million |
$30,000 (no change from 2024) |
|
$179.4 million to < $555.5 million |
$105,000 (no change from 2024) |
|
$555.5 million to < $1.111 billion |
$265,000 ($5,000 increase) |
|
$1.111 billion to < $2.222 billion |
$425,000 ($10,000 increase) |
|
$2.222 billion to < $5.555 billion |
$850,000 ($20,000 increase) |
|
≥ $5.555 billion |
$2,390,000 ($55,000 increase) |
HSR notification reporting tiers are adjusted annually to reflect changes in the GNP for the previous year. Filing fees are likewise increased annually if the percentage increase in the consumer price index, as determined by the Department of Labor, is greater than one percent. Both the jurisdictional and filing fee changes will take effect 30 days after publication in the Federal Register and should be in place before the end of February 2025. Meanwhile, substantial changes to the HSR notification form are slated to take effect on February 10, 2025.
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.
