Hart-Scott-Rodino filing thresholds decrease for the first time in over a decade in the U.S.

Allen & Overy LLP

Allen & Overy LLP

HSR filing thresholds decrease for the first time in over a decade – size-of-transaction threshold to be USD92.0 million

For the first time since 2010, the Federal Trade Commission (FTC) has announced decreases to the notification thresholds under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, which requires pre-merger notification of certain transactions to the FTC and the Antitrust Division of the U.S. Department of Justice. The FTC is required to revise the thresholds annually based on the change in gross national product.

The revised thresholds will apply to all transactions that close on or after the effective date, which is March 4, 2021 (30 days after notice of the adjusted thresholds is published in the Federal Register).

Size-of-transaction threshold:

  • Original statutory threshold: USD50m
  • Current threshold: USD94.0m
  • Revised threshold: USD92.0m

Size-of-person thresholds:

  • Original statutory threshold: USD10m
  • Current threshold: USD18.8m
  • Revised threshold: USD18.4m
  • Original statutory threshold: USD100m
  • Current threshold: USD188.0m
  • Revised threshold: USD184.0m

Size-of-transaction threshold at which size-of-person test is not applicable:

  • Original statutory threshold: USD200m
  • Current threshold: USD376.0m
  • Revised threshold: USD368.0m

New filing fee thresholds:

The filing fee thresholds have been decreased as well, although the filing fees have not changed.

Filing Fee Transaction value

USD45,000 Greater than USD92.0m but less than USD184.0m

USD125,000 USD184.om or greater but less than USD919.9m

USD280,000 USD919.9m or greater

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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