What You Need To Know
- Companies planning to undertake a merger or acquisition over the coming year should plan for new annually adjusted HSR filing thresholds. Further, for the first time, HSR filers must now also adapt to filing fees that have been adjusted to keep track with inflation.
- By late February, the HSR filing fees and the dollar-value threshold which triggers an HSR filing requirement will increase. This adjustment will take effect 30 days after being published in the federal register and last through early 2025.
- The new, higher thresholds will govern all transactions closing on or after the effective date, and the updated filing fees will apply to transactions filing on or after the effective date.
The Federal Trade Commission (FTC) announced 2024 adjustments to the Hart-Scott-Rodino (HSR) thresholds. These thresholds determine which mergers and acquisitions may be required to be reported to United States federal antitrust agencies for review before consummation. The FTC also updated the filing fees associated with HSR filings. The FTC is required by statute to adjust the thresholds and filing fees annually for inflation. The new thresholds and filing fees will take effect on or around February 23, 2024 (30 days after being published in the Federal Register) and remain in effect through early 2025. All transactions closing on or after the effective date will be governed by the new thresholds, whereas the new filing fees will be applied to transactions filing on or after the effective date.
HSR Thresholds
The threshold for a notifiable transaction under the HSR Act has increased from $111.4 million to $119.5 million. This increase is approximately 7.3% over the 2023 thresholds.
Size of Transaction Threshold. Under the new thresholds, the parties to a merger, consolidation, or acquisition of voting securities1 or substantial assets may be required to file pre-acquisition notifications with the FTC and the Department of Justice and observe the HSR Act’s waiting periods before closing if the transaction will result in either of the following:
- The acquiring person will hold more than $119.5 million worth of voting securities and assets of the acquired person and the parties meet the “size of person” requirements below; or
- Regardless of the parties’ sizes, the acquiring person will hold more than $478 million worth of voting securities and assets of the acquired person (size of person test is not applicable).
Size of Person Threshold. Meeting any one of the following three subtests satisfies the size of person test:
- A person with $239 million or more of total assets (on its most recent regularly prepared balance sheet) or annual net sales (from its most recently completed fiscal year) proposes to acquire voting securities or assets of a person engaged in manufacturing (note that software is not considered manufacturing) with $23.9 million or more of annual net sales or total assets; or
- A person with $239 million or more of total assets or annual net sales proposes to acquire voting securities or assets of a person not engaged in manufacturing with $23.9 million or more of total assets (net sales test does not apply); or
- A person with $23.9 million or more of total assets or annual net sales proposes to acquire voting securities or assets of a person with $239 million or more of annual net sales or total assets.
The new thresholds are detailed in the chart below.
HSR Filing Fees
The Merger Filing Fee Modernization Act, passed by Congress in December 2022, also requires annual adjustments to transaction value thresholds and corresponding filing fees based on changes to the Consumer Price Index.
The current thresholds and corresponding filing fees, as well as the new thresholds and fees, are detailed in the charts below.
