The Federal Trade Commission (FTC) announced on January 10, 2025 that it will raise the Hart-Scott-Rodino Act (HSR Act) jurisdictional and filing fee thresholds. The increased thresholds will go into effect 30 days after their forthcoming publication in the Federal Register.
The new “size of transaction” test will capture transactions valued at greater than $126.4 million, up from $119.5 million in 2024. For HSR purposes, acquisitions valued at or under the new threshold will not require a pre-closing filing and approval.
Generally, the HSR Act requires both “Acquiring Persons” and “Acquired Persons” (as defined in the HSR Act) to file notifications if the following post-adjustment jurisdictional thresholds are met:
Conditions 1 and 2 are generally referred to as the “size of person” test, while conditions 3 and 4 are commonly described as the “size of transaction” test. The HSR Act rules relating to acquisitions of partnership interests and membership interests in a limited liability company (LLC) remain the same. Only acquisitions of economic control in an LLC or partnership may be reportable. “Control” is defined as having a right to 50% or more of the profits of a partnership or LLC or 50% or more of the assets upon the dissolution of such entity.
The following table illustrates the year-over-year changes.
|
Current Threshold |
“As Adjusted” Threshold |
|
$23.9 million |
$25.3 million |
|
$119.5 million |
$126.4 million |
|
$239 million |
$252.9 million |
|
$478 million |
$505.8 million |
|
$1.195 million |
$1.264 million |
The figures below represent the new base filing fee tier thresholds. These fees are adjusted based on any increase in the Consumer Price Index as determined by the US Department of Labor. All filings made on or after 30 days post publication in the Federal Register will be subject to these new fees.
|
“As Adjusted” Size of Transaction |
”As Adjusted” Filing Fee |
|
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 |
These revised thresholds, effective 30 days post publication in the Federal Register,[1] will accompany the new final HSR rules, currently set to become effective February 10, 2025, and will apply to all transactions that close on or after each effective date, respectively.
Law clerk Christina Cacioppo contributed to this LawFlash.
If you have any questions or would like more information on the issues discussed in this LawFlash, please contact any of the following:
[1] For example, if the new thresholds are published in the Federal Register on January 15, 2025, they will become effective on February 14, 2025, such that any transaction that meets these thresholds could not close after this February date without the receipt of HSR “approval.”