On January 22, 2025, the US Federal Trade Commission (FTC) published its annual update to the Hart-Scott-Rodino (HSR) Act thresholds in the Federal Register. The HSR Act governs certain deals that must be reported to the FTC and the US Department of Justice prior to being consummated.1
Pursuant to the new thresholds, a transaction must be reported if:
- The transaction value is greater than $505.8 million (previously, $478 million); or
- If (a) the transaction value is greater than $126.4 million (previously, $119.5 million); (b) one party has net sales or total assets of $25.3 million or more (previously, $23.9 million); and (c) a second party has net sales or total assets of $252.9 million or more (previously, $239 million).
The revised thresholds will apply to transactions consummated on or after February 21, 2025, which is 30 days from the date on which the revised thresholds were published in the Federal Register.
HSR Act thresholds are tied to the US gross national product. The 2025 HSR reporting thresholds represent an increase of approximately 5.8% over the 2024 thresholds.
The number of HSR filings for the calendar year 2024 was 2,158, an increase of 17.7% over the number of filings in 2023 (1,833).
The updated HSR filing fee structure and fee thresholds, which take effect on the same day as the revised thresholds described above, were required under Division GG of the 2023 Consolidated Appropriations Act.2 As in years past, the updated fees are keyed to the value of the transaction and HSR Act thresholds, as follows:
Transaction Value (2024) |
Filing Fee (2024) |
|
More than $126.4 million but less than $179.4 million (previously, more than $119.5 million, but less than $173.3 million) |
$30,000 (unchanged) |
|
$179.4 million or more, but less than $555.5 million (previously, $173.3 million or more, but less than $536.5 million) |
$105,000 (unchanged) |
|
$555.5 million or more, but less than $1.111 billion (previously, $536.5 million or more, but less than $1.073 billion) |
$265,000 (previously, $260,000) |
|
$1.111 billion or more, but less than $2.222 billion (previously, $1.073 billion or more, but less than $2.146 billion) |
$425,000 (previously, $415,000) |
|
$2.222 billion or more, but less than $5.555 billion (previously, $2.146 billion or more, but less than $5.365 billion) |
$850,000 (previously, $830,000) |
|
$5.555 billion or more (previously, $5.365 billion or more) |
$2.390 million (previously, $2.335 million) |
The FTC also has announced new thresholds for certain HSR exemptions and thresholds for Interlocking Directorates under Section 8 of the Clayton Act. The Section 8 thresholds took effect immediately upon their publication in the Federal Register on January 22, 2025. Similarly, for penalties for violations of the HSR Act, the maximum penalty was increased to $53,088 per day (published in the Federal Register and effective on January 17, 2025).3
To help navigate the complex HSR Act rules, Mayer Brown has created an interactive presentation that provides quick and practical HSR guidance. Drawing from the 2025 FTC thresholds, this presentation allows you to choose the criteria that best apply to your organization or transaction, then walks you through a basic analysis of whether an HSR Act filing is necessary.
The FTC's Federal Register notice and a complete list of all HSR threshold adjustments can be found on the FTC's website.
Footnotes
1 Hart-Scott-Rodino Antitrust Improvements Act of 1976.
2 Public Law 117-328, 136 Stat. 4459.
3 Federal Register :: Adjustments to Civil Penalty Amounts.
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