Revised HSR Thresholds Announced

On January 22, 2024, the Federal Trade Commission (FTC) approved revised thresholds and filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR).

The new size-of-transaction threshold will be $119.5 million. Any transaction valued at or above $119.5 million will be reportable if the parties meet the size-of-parties thresholds, which will increase from $22.3 million and $222.7 million to $23.9 million and $239 million, respectively. Transactions valued at over $478 million will be reportable regardless of the size of the parties. The filing fee will also be revised.

As a reminder, last year, the FTC implemented a new tiered filing fee based on the size of a transaction. As revised, the filing fee will not change for those transactions under $173.3 million (with the fee staying at $30,000), but the other tiers all increase, with the highest (for transactions valued at $5.365 billion or more) at $2,250,000. The revised thresholds and filing fees will take effect 30 days after their publication in the Federal Register. Additionally, the FTC announced earlier in January that the new civil monetary penalty amounts for HSR violations increased to a maximum penalty of $51,744 per day.