FTC Announces Revised HSR Reporting Thresholds and Filing Fees, Effective February

In a recent announcement, the Federal Trade Commission (FTC) has revealed updated reporting thresholds and filing fee amounts under the Hart-Scott-Rodino Act (HSR), with significant implications for mergers and acquisitions. The changes, set to take effect on or after February 23, 2024, will see a maximum filing fee of $2.335 million for the largest deals.

Under the new thresholds, a transaction becomes reportable if the acquiring person, as a result of the transaction, will hold voting securities, assets, or non-corporate interests valued over $119.5 million. These adjustments aim to enhance transparency and regulatory oversight in deals of substantial value.

The revised thresholds extend beyond reporting requirements, impacting various aspects of the HSR Act, including certain exemptions. The comprehensive list of updated HSR thresholds will be accessible in the Federal Register and on the FTC’s official website.

The effective date for the revised reporting thresholds and filing fee amounts is anticipated to be 30 days after the publication of the Commission notice in the Federal Register, expected around January 23, 2024, or shortly thereafter.

Read more: FTC & DOJ Call For Updates For More Efficient Merger Review

For reportable transactions, it is crucial to note that the acquiring person’s holdings must cross the applicable threshold within one year of the expiration or early termination of the HSR waiting period. Following the initial threshold crossing within the first year, any subsequent acquisitions of the same issuer’s voting securities by the same acquiring person will be exempt from notification for the next five years, up to the highest value of the threshold range for which the initial HSR notification was made.

It is important for stakeholders involved in mergers and acquisitions to stay informed about these changes and ensure compliance with the adjusted thresholds, which will be applicable when subsequent acquisitions are consummated after the expiration or early termination of the waiting period. The FTC’s efforts reflect a commitment to adapting regulatory frameworks to evolving market dynamics, promoting fair competition, and safeguarding consumer interests.

Source: Davis Polk