FTC Announces Increased Reporting Thresholds For The Hart-Scott-Rodino Antitrust Improvements Act

On January 24, 2021, the Federal Trade Commission (FTC) announced increases to the jurisdictional thresholds for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). The FTC adjusts the thresholds annually, consistent with changes to gross national product. The announced changes will apply to transactions closing on or after February 23, 2022, which is 30 days after the revised thresholds were published in the Federal Register.

Pursuant to the revised thresholds, transactions valued equal to or in excess of $101 million (up from $92 million) are reportable under the HSR Act, absent exemption, if the "size of persons" test is met. In most transactions, the size-of-persons test is met if one "person" in a transaction has total assets or annual sales in excess of $202 million (up from $184 million) and another "person" in the transaction has total assets or annual sales in excess of $20.2 million (up from $18.4 million). A "person"