FTC Revises Hart-Scott-Rodino Thresholds for 2021

Kelley Drye & Warren LLP
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On February 2, 2021, the Federal Trade Commission announced revised notification thresholds pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.  The HSR Act requires parties to file notification with the FTC and the United States Department of Justice prior to consummating a merger or acquisition that meets the HSR Act’s jurisdictional tests.
 

The FTC is required to revise the HSR thresholds annually based on changes in the gross national product.  The following will go into effect on March 4, 2021, 30 days after the date of their publication in the Federal Register.

Original Threshold     2020 Threshold     2021 Threshold    
$10 million $18.8 million $18.4 million
$50 million $94 million $92 million
$100 million $188 million $184 million
$110 million $206.8 million $202.4 million
$200 million $376 million $368 million
$500 million $940.1 million $919.9 million
$1 billion $1,880.2 billion $1,839.8 billion

Unless exempt, transactions valued greater than $368 million meet the size-of-transaction test and are reportable irrespective of the size of the parties.  Transactions valued greater than $92 million and less than or equal to $368 million may trigger a reporting duty if the parties meet the size-of-person test. 

Under the size-of-person test, one person must have total assets or annual net revenues equal or greater than $18.4 million and the other total assets or annual net revenues equal or greater than $184 million.
Our client alerts are for general information purposes only and should not be regarded as legal advice. 

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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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