January 14, 2025
Antitrust: FTC Announces New HSR Filing Thresholds
On Friday, the FTC announced the new HSR filing thresholds for 2025. This excerpt from Davis Polk’s memo on the changes lays out the new numbers:
Under the new thresholds, a transaction is reportable if, after the transaction the size of person tests are met, and the acquiring person will hold voting securities, assets, or non-corporate interests valued over $126.4 million. The changes will become effective 30 days after publication in the Federal Register and will apply to transactions closing on or after the effective date, which is expected to be in mid- to late-February 2025.
In summary, the relevant HSR reporting thresholds are:
Thresholds Original amount 2025 adjusted thresholds Size of transaction $50 million $126.4 million Size of person (if applicable) $10 million and $100 million $25.3 million and $252.9 million Size of transaction above which size of person test does not apply $200 million $505.8 million
The memo also has the details on changes to HSR filing fees and jurisdictional thresholds for the Clayton Act’s prohibition on interlocking directorates. The changes to jurisdictional thresholds and filing fees will go into effect regardless of whether the changes to the HSR rules adopted in October go into effect.
– John Jenkins