2024 HSR Thresholds Announced by ‎‎FTC

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The FTC has increased the HSR filing thresholds for transactions that will close on or after a date in the last week of February, to be determined. The new 2024 thresholds are as follows:

Size-of-parties thresholds: $23.9M and $239.0M (up from $22.3M and $222.7M in 2023)

Smaller size-of-transaction threshold (which requires size-of-parties thresholds to be met in order to trigger the filing requirement): $119.5M (up from $111.4M in 2023)

Larger size-of-transaction threshold (which triggers a filing requirement regardless of the size-of-parties): $478M (up from $445.5M in 2023)

The HSR filing fee thresholds have also changed. Fees range from $30,000 for the smallest transactions (down from the prior fee of $45,000) up to $2.25 million for transactions valued at $5.365 billion or more (up from the previous high of $280,000), with fees escalating as deal size increases. The fee required for a particular transaction will be determined based on the below chart. Other HSR-related thresholds were adjusted by the FTC as well.

FILING FEE

SIZE OF TRANSACTION AS DETERMINED UNDER SECTION 7A(a)(2) OF THE ACT

$30,000

less than $173.3 million

$100,000

not less than $173.3 million but less than $536.5 million

$250,000

not less than $536.5 million but less than $1.073 billion

$400,000

not less than $1.073 billion but less than $2.146 billion

$800,000

not less than $2.146 billion but less than $5.365 billion

$2.25 million

$5.365 billion or more

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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