HSR Thresholds Substantially Increased for 2022

Bass, Berry & Sims PLC

Bass, Berry & Sims PLC

The Hart-Scott-Rodino (HSR) Act requires parties to transactions that meet certain thresholds to notify the Department of Justice (DOJ) and Federal Trade Commission (FTC) and observe a waiting period before closing unless certain exemptions apply. These thresholds are adjusted annually based on U.S. economic growth.  This year, HSR thresholds will significantly increase.

The revised thresholds, which will become effective on February 23, 2022, are:

Size-of-Transaction Test: The threshold used in the size-of-transaction test will increase from $92.0 million to $101.0 million.

Size-of-Persons Test: The sales and assets thresholds used in the size-of-persons test will increase from $18.4 million to $20.2 million and $184 million to $202.0 million, respectively. The size-of-transaction threshold above which the size-of-persons test no longer applies will increase from $368.0 million to $403.9 million.

Greater Notification Thresholds: These thresholds, which apply to subsequent acquisitions of voting securities made within five years after expiration or termination of the waiting period of a previous HSR filing for acquisition of voting securities from the same issuer, were revised as follows:

Previous Threshold Revised Threshold
$184.0 million $202.0 million
$919.9 million $1,009.8 million
25% of voting securities if valued at greater than $1,839.8 million 25% of voting securities if valued at greater than $2,019.6 million
50% of voting securities if valued at greater than $92 million 50% of voting securities if valued at greater than $101 million

Filing Fee Thresholds: Filing fee thresholds based upon the value of assets or voting securities being acquired will be revised as follows:

Value of Transaction Filing Fee
$101.0 million to $202.0 million $45,000
$202.0 million to $1,009.8 million $125,000
$1,009.8 million or more $280,000

Penalty for HSR Violations: The penalty for HSR violations is also annually adjusted. Unlike the HSR thresholds, the penalty for HSR violations has increased, as the FTC recently announced that the maximum daily civil penalty for HSR violations increased from $43,792 to $46,517.

If you have any questions about the HSR thresholds for 2022, please contact the authors.

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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