The Hart-Scott-Rodino (HSR) Act requires parties to transactions that meet certain thresholds to notify the Department of Justice (DOJ) and Federal Trade Commission (FTC) and observe a waiting period prior to closing unless certain exemptions apply. These thresholds are adjusted annually based on U.S. economic growth. In addition, based upon a law that became effective in 2023, HSR filing fees are now adjusted annually. This year, HSR thresholds and most HSR filing fees will significantly increase.
This announcement comes in advance of the new HSR rules, which are scheduled to take effect on February 10, 2025. The new rules significantly increase the information that must be provided with an HSR filing and will impose additional burden, time and cost on parties submitting HSR filings.
The revised thresholds, which will become effective February 21, 2025, are:
Size-of-Transaction Test: The threshold used in the size-of-transaction test will increase from $119.5 million to $126.4 million.
Size-of-Persons Test: The sales and assets thresholds used in the size-of-persons test will increase from $23.9 million to $25.3 million and from $239.0 million to $252.9 million, respectively. The size-of-transaction threshold above which the size-of-persons test no longer applies will increase from $478.0 million to $505.8 million.
Greater Notification Thresholds: These thresholds, which apply to subsequent acquisitions of voting securities made within five years after expiration or termination of the waiting period of a previous HSR filing for an acquisition of voting securities from the same issuer, were revised as follows:
| Previous Threshold | Revised Threshold |
|---|---|
| $239.0 million | $252.9 million |
| $1.195 billion | $1.264 billion |
| 25% of voting securities if valued at greater than $2.39 billion | 25% of voting securities if valued at greater than $2.529 billion |
| 50% of voting securities if valued at greater than $119.5 million | 50% of voting securities if valued at greater than $126.4 million |
Penalty for HSR Violations: The maximum daily civil penalty for HSR violations is also annually adjusted. The maximum daily penalty for HSR violations has increased from $51,744 to $53,088.
Filing Fee Thresholds: HSR filing fees and filing fee thresholds will be revised as follows:
| Previous Filing Fee | Previous Filing Fee Threshold | Revised Filing Fee | Revised Filing Fee Threshold |
|---|---|---|---|
| $30,000 | less than $161.5 million | $30,000 | less than $179.4 million |
| $105,000 | $161.5 million to $500 million | $105,000 | $179.4 million to $555.5 million |
| $260,000 | $500 million to $1 billion | $265,000 | $555.5 million to $1.111 billion |
| $415,000 | $1 billion to $2 billion | $425,000 | $1.111 billion to $2.222 billion |
| $830,000 | $2 billion to $5 billion | $850,000 | $2.222 billion to $5.555 billion |
| $2,335,000 | $5 billion or more | $2,390,000 | $5.555 billion or more |
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.
