“2025 FTC Update: New Hart-Scott-Rodino Thresholds and Fee Changes Unveiled!”

On January 10, 2025, the Federal Trade Commission (FTC) declared that it will increase the jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Act (HSR Act). The elevated thresholds will become effective 30 days after they are published in the Federal Register.

The revised “size of transaction” standard will encompass transactions worth more than $126.4 million, an increase from $119.5 million in 2024. For HSR considerations, acquisitions valued at or below the new threshold will not necessitate a pre-closing notification and approval.

NEW JURISDICTIONAL THRESHOLDS

In general, the HSR Act mandates that both “Acquiring Persons” and “Acquired Persons” (as characterized in the HSR Act) submit notifications if the following adjusted jurisdictional thresholds are attained:

1. One person possesses net sales or total assets of at least $25.3 million;
2. The other person holds net sales or total assets of at least $252.9 million; and
3. Consequently, the Acquiring Person will own stock and/or assets of the Acquired Person valued at over $126.4 million.

   or

4. As a result of the transaction, the Acquiring Person will possess stock and/or assets of the Acquired Person worth over $505.8 million, irrespective of the sales or assets of the Acquiring and Acquired Persons.

Criteria 1 and 2 are typically referred to as the “size of person” test, while criteria 3 and 4 are often termed as the “size of transaction” test. The HSR Act regulations regarding acquisitions of partnership interests and membership interests in a limited liability company (LLC) remain unchanged. Only acquisitions of economic control in an LLC or partnership must be reported. “Control” is defined as having a right to 50% or more of the profits of a partnership or LLC or 50% or more of the assets upon the dissolution of such entity.

The table below demonstrates the changes from the previous year.

NEW FILING FEE TIER THRESHOLDS

The numbers below signify the updated base filing fee tier thresholds. These fees are adjusted according to any rise in the Consumer Price Index as assessed by the US Department of Labor. All submissions made on or after 30 days post publication in the Federal Register will be subject to these updated fees.

These updated limits, effective 30 days following publication in the Federal Register,[1] will accompany the new definitive HSR regulations, currently anticipated to take effect on February 10, 2025, and will pertain to all transactions that finalize on or after each effective date.

Law clerk Christina Cacioppo assisted with this LawFlash.