The Federal Trade Commission (FTC) announced yesterday increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended. The FTC revises the thresholds annually based on changes in the gross national product. The new thresholds will be effective 30 days after publication in the Federal Register and will apply to all transactions closing on or after that date.
Revised HSR Thresholds
A transaction is reportable if:
| Size of Transaction Threshold |
The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities and assets of the acquired person valued in excess of $478 million; or The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities and assets of the acquired person valued in excess of $119.5 million, AND the Size of Person thresholds below are met. |
| Size of Person Threshold | Either the acquiring or the acquired person has at least $23.9 million in total assets (or annual net sales if that party is engaged in manufacturing), and the other person has at least $239 million in total assets or annual net sales. |
The HSR Act requires parties engaged in certain transactions
(including mergers, joint ventures, exclusive licenses, and
acquisitions of voting securities, assets, or non-corporate
interests) to file an HSR notification and report form with the FTC
and the Antitrust Division of the Department of Justice, and to
observe the statutorily prescribed waiting period (usually 30 days,
or 15 days in the case of cash tender offers and bankruptcy) prior
to closing, if the parties meet the “Size of
Transaction” and “Size of Person” thresholds
(absent any applicable exemptions).
Revised Filing Fee Schedule
The HSR filing fee framework was revised last year for the first time since 2001. The FTC now revises the filing fee schedule annually based on changes in the gross national product and in the consumer price index. The revised filing fees, effective 30 days after publication in the Federal Register, are as follows:
| Size of Transaction (transaction value) | New Filing Fee |
| Less than $173.3 million | $30,000 |
| $173.3 million but less than $536.5 million | $105,000 |
| $536.5 million but less than $1.073 billion | $260,000 |
| $1.073 billion but less than $2.146 billion | $415,000 |
| $2.146 billion but less than $5.365 billion | $830,000 |
| $5.365 billion or more | $2,335,000 |
Civil Penalties for HSR Act Violations Increased
The HSR Act provides that any person who fails to comply with any provision of the HSR Act may be subject to a civil penalty for each day during which such person is in violation. The maximum civil penalty for violations of the HSR Act increased this year to $51,744 per day, effective January 10, 2024.
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