The Federal Trade Commission (FTC) has announced the updated jurisdictional thresholds and filing fee schedule under the Hart-Scott-Rodino (HSR) Act for 2025. These adjustments, published at 90 FR 7697, will take effect on February 21, 2025. The changes reflect annual updates based on the change in gross national product from the previous year.
The key threshold for determining reportability is known as the “$50 million (as adjusted)” threshold. For 2025, this threshold will be $126.4 million. "For example, a deal valued at $122 million which will close on or after February 21, 2025, is not reportable because it is below the new minimum size of transaction threshold," states the announcement.
The revised jurisdictional thresholds are as follows:
- $10 million becomes $25.3 million
- $50 million becomes $126.4 million
- $100 million becomes $252.9 million
- $110 million becomes $278.2 million
- $200 million becomes $505.8 million
- $500 million becomes $1.264 billion
- $1 billion becomes $2.529 billion
Regarding filing fees, they are determined by the value of the transaction at the time of filing and have been adjusted in accordance with the 2023 Consolidated Appropriations Act:
- Transactions less than $179.4 million: Fee remains at $30,000
- Transactions between $179.4 and less than $555.5 million: Fee increases to $105,000
- Transactions between $555.5 and less than $1.111 billion: Fee increases to $265,000
- Transactions between $1.111 and less than $2.222 billion: Fee increases to $425,000
- Transactions between $2.222 and less than $5.555 billion: Fee increases to $850,000
- Transactions of more than or equal to $5.555 billion: Fee increases to $2,390,000
Notification thresholds for subsequent purchases also adjust annually under Section 802.21 of HSR rules, allowing parties to acquire up to the next threshold over five years without refiling.
"For instance," according to FTC guidelines, "if you file on January 28, 2025, for a $127 million voting securities acquisition that will close after February 21, 2025," you should file under the current "$126.4 million threshold" and pay a "$30,000 fee."
Entities involved in transactions should consult with Premerger Notification Office (PNO) representatives for specific inquiries regarding these rules.
