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FTC announces increase in HSR filing thresholds and increase to HSR premerger filing fees

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Published Date

Jan 23 2024

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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