FTC Announces Hart-Scott-Rodino Thresholds For 2024 And Increased Filing Fees
The Federal Trade Commission (FTC) recently released the revised thresholds used in determining whether parties to certain acquisition transactions are required to comply with the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The thresholds are revised on an annual basis by the FTC to reflect changes in the gross national product. At the same time the FTC released revised filing fee amounts. The revised thresholds and filing fees for 2024 will become effective on March 6, 2024.
Effective March 6, 2024, the “Size of Transaction” threshold for the HSR Act reporting purposes will increase to $119.5 million for 2024 (up from $111.4 million in 2023).
The HSR Act generally requires parties to certain acquisition transactions (including, without limitation, acquisitions of assets, stock and other equity interests, certain joint venture formations and other business combinations) to: (a) notify the FTC and the DOJ of the proposed transaction through a pre-acquisition filing; and (b) observe the waiting period (typically 30 days from the date of the pre-acquisition filing) before consummating the proposed transaction.
Most commonly, an acquisition transaction is subject to the HSR Act if both the “Size of Person” and the “Size of Transaction” tests are satisfied.
Size-of-Person: Generally satisfied if one party to the transaction has more than $239 million in annual net sales or total assets, and the other party has more than $23.9 million in annual net sales or total assets.
Size of Transaction: Generally satisfied if, as a result of the transaction, the acquiring party will hold more than $119.5 million of voting securities or assets of the acquired party. Note that the “Size of Person” test does not need to be separately satisfied if, as a result of the transaction, the acquiring party will hold more than $478 million of voting securities or assets of the acquired party.
Also, effective March 6, 2024, the filing fees for pre-acquisition filings pursuant to the HSR Act shall be as follows:
|
FILING FEE |
SIZE OF TRANSACTION |
|
$30,000 |
Greater than $119.5 million but less than $173.3 million |
|
$105,000 |
At least $173.3 million but less than $536.5 million |
|
$260,000 |
At least $536.5 million but less than $1.073 billion |
|
$415,000 |
At least $1.073 billion but less than $2.146 billion |
|
$830,000 |
At least $2.146 billion but less than $5.365 billion |
|
$2,335,000 |
$5.365 billion or more |
McGrath North has counseled clients in a variety of industries through pre-acquisition filings pursuant to the HSR Act, as well as post-acquisition corrective HSR filings when parties have consummated a reportable transaction without complying with the requirements of the HSR Act.
For additional information, please contact Matthew Munro (mmunro@mcgrathnorth.com) Dave Roe (droe@mcgrathnorth.com) or Tom Worthington (tworthington@mcgrathnorth.com).
Related Attorneys
