Article written by Oded Kadosh, Guy Milhalter and Austin Ochoa
On January 24, the Federal Trade Commission (FTC) announced its annual update to the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, which includes an increase to the minimum size of transaction threshold requiring notification from $92 million to $101 million.
The HSR Act requires parties intending to merge or to acquire assets, voting securities or certain non-corporate interests to notify the FTC and the Antitrust Division of the U.S. Department of Justice (DOJ), and to observe a statutory waiting period before consummating a transaction, if certain notification thresholds are met.
Specifically, notification is required if both the “size of person” and “size of transaction” thresholds are met, unless an exemption applies.[1] The FTC adjusts notification thresholds annually based on changes in the gross national product.[2]
The size of person threshold was adjusted, requiring notification if one party has sales or assets of at least $202 million and the other party has sales or assets of at least $20.2 million.[3] The minimum size of transaction threshold increased from $92 million in 2021 to $101 million in 2022.[4] Additionally, transactions valued at $403.9 million or more ($368 million in 2021) require notification regardless of the size of the parties, unless an exemption applies.[5]
While the per-transaction filing fees remain unchanged, the thresholds that trigger each fee have increased:
- $45,000 filing fee required for transactions valued at $101 million or more but less than $202 million
- $125,000 filing fee required for transactions valued at $202 million or more but less than $1.0098 billion
- $280,000 filing fee required for transactions valued at $1.0098 billion or more
Importantly, the FTC increased the maximum civil penalty for HSR Act violations, raising the amount from $43,792 per day to $46,517 per day, effective as of January 10, 2022.[6]
The new thresholds apply to transactions that close on or after February 23, 2022.
[1] Revised Jurisdictional Thresholds for Section 7A of the Clayton Act, 87 Fed. Reg. 3541 (January 24, 2022).
[6] Federal Trade Commission Press Release: FTC Publishes Inflation-Adjusted Civil Penalty Amounts for 2022.
