FTC announces increase in HSR filing thresholds and increase to HSR premerger filing fees
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Elaine Johnston
Partner, Co-Head Antitrust
New York
Noah Brumfield
Partner
Washington, D.C.
Hugh Hollman
Partner
Brussels
Puja Patel
Associate
New York
Nicholas Putz
Associate
Washington, D.C.
Eun Joo Hwang
Associate
New York
Regina Loureiro
Associate
Washington, D.C.
Ben Stievater
Associate
New York
Kevin Duong
Associate
Washington, D.C.
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The Federal Trade Commission (FTC) has announced increases to the notification thresholds and premerger filing fees under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, which requires premerger notification of certain transactions to the FTC and the Antitrust Division of the U.S. Department of Justice.
The FTC revises the jurisdictional and filing fee thresholds annually based on the change in gross national product. The FTC also revises filing fees annually based on changes to the consumer price index under Division GG of the 2023 Consolidated Appropriations Act.
The revised thresholds and updated premerger filing fees will come into effect on March 6, 2024 (30 days after notice of the adjusted thresholds is published in the Federal Register) (Effective Date). The revised thresholds apply to transactions that close on or after the Effective Date while the HSR filing fees apply to transactions that file HSR premerger notification on or after the Effective Date.
Size-of-transaction threshold:
|
Original statutory threshold |
Current threshold |
Revised threshold |
|
USD50m |
USD111.4m |
USD119.5m |
Size-of-person thresholds:
|
Original statutory threshold |
Current threshold |
Revised threshold |
|
USD10m |
USD22.3m |
USD23.9m |
|
USD100m |
USD222.7m |
USD239.0m |
Size-of-transaction threshold at which size-of-person test is not applicable:
|
Original statutory threshold |
Current threshold |
Revised threshold |
|
USD200m |
USD445.5m |
USD478.0m |
Updated HSR filing fee thresholds and HSR premerger filing fees:
|
Filing fee |
Transaction value |
|
USD30,000 |
Greater than USD119.5m but less than USD173.3m |
|
USD105,000 |
USD173.3m or greater but less than USD536.5m |
|
USD260,000 |
USD536.5m or greater but less than USD1,073.0m |
|
USD415,000 |
USD1,073.0m or greater but less than USD2,146.0m |
|
USD830,000 |
USD2,146.0m or greater but less than USD5,365.0m |
|
USD2.335m |
USD5,365.0m or greater |