Dentons US LLP
01/22/2025 | News release | Distributed by Public on 01/22/2025 16:02
2024 Hart Scott Rodino Act Notification Thresholds and Filing Fees Effective February 10, 2025
January 22, 2025
Notification Thresholds
The determination of whether a transaction meets jurisdictional thresholds for premerger notification is dependent on several circumstances in each case, including the measure of size of persons and the size of transactions. As of February 10, 2025, there are no notification requirements for transactions valued at less than $126.4 million, while transactions in excess of $505.8 M are reportable regardless of the size of the parties unless otherwise exempted. Transactions valued between $126.4 M and $505.8 M are reportable based on the size of person test, which requires that one side of the transaction have sales or assets of at least $25.3 M and the other side to have sales or assets of at least $252.9 M.
| 2025 Adjusted Threshold | |
|
Size-of-transaction If met, consider if size-of-persons threshold is met and if exemption applies |
$126.4 M |
| Size-of-persons (higher) | $252.9 M |
| Size-of-persons (lower) | $25.3 M |
|
Size-of-transaction If met, reportable without regard for size-of-persons unless exemption applies |
$505.8 M |
Filing Fees
The Federal Trade Commission also published changes to filing fee thresholds in accordance with the 2023 Consolidated Appropriations Act. The 2023 Consolidated Appropriations Act requires the filing fees to be increased by percentage increases to the consumer price index. Parties to transactions valued at less than $179.4 M will pay the lowest fee of $30,000 while parties to transactions in excess of $5.555 billion will pay filing fees of $2.390 million.
| Size of Transaction | Filing Fee |
| $126.4 M to < $179.4 M | $30 K |
| $179.4 M to < $555.5 M | $105 K |
| $555.5 M to < $1.111 B | $265 K |
| $1.111 B to < $2.222 B | $425 K |
| $2.222 B to < $5.555 B | $850 K |
| $5.555 B or more | $2.390 M |
Penalties for Noncompliance
Failure to comply with the HSR Act can result in significant monetary penalties-up to $51,744 per day-as well as delays in completing a transaction.
For questions about complying with the HSR Act, please contact Brian O'Bleness.