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Federal Trade Commission Announces Annual HSR Premerger

Alert
01.25.2022
By Tom Jensen

The Federal Trade Commission (FTC) recently announced the revised thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).

HSR Act Thresholds Update

The FTC must revise the HSR Act thresholds annually based on the change in the gross national product. The size-of-transaction filing threshold will increase from the current $92 million threshold to $101 million, after decreasing thresholds in 2021. The changes will be effective for transactions closing on or after February 23, 2022.

Under the new thresholds, the parties to a transaction will, absent an applicable exemption, need to file pre-merger notifications with the Department of Justice and the FTC and observe the HSR Act’s waiting period if:

  • The “size-of-transaction” is more than $101 million (up from $92 million), and the parties meet the “size-of-person” test, set forth below.
  • Regardless of whether the “size-of-person” test is met, the “size-of-transaction” is more than $403.9 million (up from $368 million).

To meet the “size-of-person” test, one party to the transaction must have $202 million (up from $184 million) or more of total assets or annual net sales and the other party to the transaction must have $20.2 million (up from $18.4 million) or more of total assets or annual net sales.

Certain exemptions may apply, depending on the nature of the transaction, location and nature of the assets and entities involved. As a result, additional analysis is often required before making a final determination regarding the need for a filing.

The filing fees for reportable transactions will be as follows:

  • $45,000 for transactions of $101 million or more but below $202 million
  • $125,000 for transactions of $202 million or more but below $1.0098 billion
  • $280,000 for transactions of $1.0098 billion or more
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