February 8, 2024

Antitrust: FTC Announces New HSR Thresholds

In late January, the FTC announced new thresholds for HSR filings. Here’s an excerpt from this Greenberg Traurig memo with the new numbers:

The initial threshold for a notification under the HSR Act will increase from $111.4 million to $119.5 million.

For transactions valued between $119.5 million and $478 million (increased from $445.5 million), the size of the person test will continue to apply. That test will make the transaction reportable only where one party has sales or assets of at least $239 million (increased from $222.7 million), and the other party has sales or assets of at least $23.9 million (increased from $22.3 million).

All transactions valued in excess of $478 million are reportable without regard to the size of the parties.

The memo also includes the (1) increased thresholds for notifications of acquisitions of additional voting securities, (2) new thresholds for interlocking directors under Section 8 of the Clayton Act and (3) updated HSR filing fees. The updated thresholds and fee schedule both become effective on March 6, 2024. 

Early March is also a critical time for government appropriations, and on a related note, see this Debevoise alert on the FTC’s plans for antitrust enforcement during a shutdown. The FTC has announced that it will not “receive, accept or process” HSR filings or “respond to questions or requests for information or advice from outside parties” during a shutdown.

Meredith Ervine