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, and apply through early 2024. The new 2023 thresholds are as follows:

Size-of-parties thresholds: $22.3M and $222.7M (up from $20.2M and $202M in 2022)

Smaller size-of-transaction threshold (which requires size-of-parties thresholds to be met in order to trigger the filing requirement): $111.4M (up from $101M in 2022)

Larger size-of-transaction threshold (which triggers a filing requirement regardless of the size-of-parties): $445.5M (up from $403.9M in 2022)

The HSR filing fee structure is also being drastically changed.  Fees will now 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 billion or more (up from the previous high of $280,000), with fees escalating as transaction size increases.  The fee required for a particular transaction will be determined based on the below chart, which was copied from the FTC’s own notice communicating these changes.  Other HSR-related thresholds were adjusted by the FTC as well.