Revised HSR Act Thresholds And Increased Filing Fees

The Federal Trade Commission ("FTC") has announced revised monetary thresholds for the Hart-Scott-Rodino Antitrust Improvement Act of 1976 ("HSR Act"), as well as adjustments to the HSR filing fees. The revised thresholds were published in the Federal Register on January 22, 2025 and will be effective on February 21, 2025, applying to all transactions that close on or after that date. The new HSR filing fees will also go into effect on the same date.

HSR Notification Thresholds

The primary revisions to the thresholds are increases to the "size-of-transaction" and "size-of-person" tests for filing under the HSR Act. Most notably, transactions valued at $126.4 million or less will not be reportable under the HSR Act. The thresholds are tied to GNP, and this is an increase from last year's threshold ($119.5 million). With respect to the size-of-person thresholds, acquisitions valued above $126.4 million but less than $505.8 million will be reportable if one party