On January 10, 2025, the Federal Trade Commission (the “FTC”) announced that it will (i) increase the dollar-based thresholds used to determine whether parties are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) and (ii) revise the HSR filing fee schedule. The FTC is required to revise various HSR thresholds annually based on the change in gross national product. The new thresholds will go into effect thirty days from publication in the Federal Register, which remains pending. As a result, the new thresholds will go into effect no earlier than February 17, 2025, but will likely go into effect on a date shortly thereafter. The following are some of the more important changes:
- The threshold for the “size of transaction” test will be increased from $119.5 million to $126.4 million. A transaction may be reportable if the value of the voting securities, non-corporate interests and/or assets held as a result of the transaction is above this threshold and it meets the “size of person” test.
- The “size of person” test will generally be met if either the acquiring or acquired party has annual net sales or total assets of at least $252.9 million and the other party has annual net sales or total assets of at least $25.3 million, with one exception – an acquired party not engaged in manufacturing must satisfy this test on the basis of the value of its assets alone if its annual net sales are less than $252.9 million. These thresholds were previously $239 million and $23.9 million, respectively.
- Satisfaction of the “size of person” test will not be required, however, if the transaction is valued at more than $505.8 million (previously $478 million). Such transactions are reportable unless an exemption applies.
- The FTC has retained the six-tier filing fee structure that was introduced in 2023. The new fee schedule is as follows:
| Fee | Value of Transaction |
| $30,000 | Less than $179.4 million |
| $105,000 | $179.4 million or more but less than $555.5 million |
| $265,000 | $555.5 million or more but less than $1.111 billion |
| $425,000 | $1.111 billion or more but less than $2.222 billion |
| $850,000 | $2.222 billion or more but less than $5.555 billion |
| $2,390,000 | $5.555 billion or more |
The new HSR threshold modifications also apply to certain other thresholds and exemptions. Click here to read a full copy of the FTC’s announcement, including all of the revised thresholds.
Parties contemplating a transaction are strongly encouraged to seek legal advice to determine if the transaction triggers an HSR filing obligation pursuant to the revised thresholds. The failure to file when required to do so can subject parties to significant penalties.
If you have any questions concerning the foregoing, HSR generally or any exemptions therefrom, please contact your Seward & Kissel relationship attorney.
