January 25, 2022
FTC Announces New HSR Thresholds
The FTC recently announced the new HSR thresholds for 2022. Here’s an excerpt from this Shearman memo with the details:
Generally, HSR notifications are required for an acquisition of voting securities, non-corporate interests or assets when the transaction reaches a certain threshold (the “size of transaction” test) and the parties are of sufficient size (the “size of parties” test). The size of transaction test is adjusted annually based on changes in the gross national product for the preceding year. The new size of transaction threshold will be $101 million, an approximate 10 percent increase from the previous threshold of $92 million.
Under the new thresholds that will be in effect next month:
– Transactions valued up to and including $101 million are not reportable;
– Transactions valued at more than $101 million but not more than $403.9 million are reportable only if one party has assets or annual net sales of at least $20.2 million and the other party has assets or annual net sales of at least $202 million (unless an exemption applies); and
– Transactions valued at more than $403.9 million are reportable, regardless of the parties’ size (unless an exemption applies).
The memo reports that notification thresholds for acquisitions of voting securities were also increased. Notifications are now required for acquisitions of additional voting securities at each of the following thresholds: $101 million, $202 million, $1.0098 billion, 25% of the voting securities if their value exceeds $2.0196 billion; and 50% of the voting securities if their value exceeds $101 million. Remember, you overlook these voting securities filing requirements at your peril.
No changes were made to the amount of filing fees payable for HSR filings, although the breakpoints for the different fee levels have been revised to reflect the changes in the thresholds.
– John Jenkins