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HSR filing thresholds increase – size-of-transaction threshold to be USD101.0 million

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26 January 2022

The Federal Trade Commission (FTC) has announced increases to the notification thresholds under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, which requires pre-merger notification of certain transactions to the FTC and the Antitrust Division of the U.S. Department of Justice.

The FTC is required to revise the thresholds annually based on the change in gross national product.

The revised thresholds will apply to all transactions that close on or after the effective date, which is February 23, 2022 (30 days after notice of the adjusted thresholds is published in the Federal Register).

Size-of-transaction threshold:

  • Original statutory threshold: USD50m
  • Current threshold: USD92.0m
  • Revised threshold: USD101.0m

Size-of-person thresholds:

  • Original statutory threshold: USD10m
  • Current threshold: USD18.4m
  • Revised threshold: USD20.2m

  • Original statutory threshold: USD100m
  • Current threshold: USD184.0m
  • Revised threshold: USD202.0m

Size-of-transaction threshold at which size-of-person test is not applicable:

  • Original statutory threshold: USD200m
  • Current threshold: USD368.0m
  • Revised threshold: USD403.9m

 

New filing fee thresholds:

The filing fee thresholds have increased as well, although the filing fees have not changed.

Filing fee                   Transaction value

USD45,000               Greater than USD101.0m but less than USD202.0m

USD125,000             USD202.0m or greater but less than USD1,009.8m

USD280,000             USD1,009.8m or greater

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