On January 22, 2025, the Federal Trade Commission (FTC) published in the Federal Register its annual update to the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) notification thresholds, filing fees and civil penalties for non-compliance, which will apply to transactions that close on or after February 21, 2025.
1. 2025 HSR Filing Thresholds
The HSR Act requires that parties to transactions of a certain monetary size notify the FTC and Department of Justice (DOJ) of the deal and then wait a specified period before closing (usually 30 days) so that the agencies can evaluate whether the transaction may substantially lessen competition. The FTC is tasked with administering pre-merger notification requirements under the HSR Act and is required by law to revise the monetary thresholds annually, based on the change in gross national product. These new thresholds will apply to transactions that close on or after February 21, 2025.
Transactions resulting in aggregate holdings of voting securities, non-corporate interests or assets exceeding the size-of-transaction and size-of-person thresholds set forth below may be reportable to the U.S. antitrust authorities, unless otherwise exempt.
| |
2024 Threshold |
New 2025 Threshold |
| Size-of-Transaction Threshold Where Size-of-Person Thresholds Met |
$119.5 million |
$126.4 million |
| Size-of-Transaction Where Size-of-Person Thresholds Not Required |
$478 million |
$505.8 million |
| Size-of-Person Thresholds |
$23.9 million
$239 million
|
$25.3 million
$252.9 million
|
Transactions valued at more than $126.4 million but less than $505.8 million must meet the “size of person” test to be reportable. Transactions valued at more than $505.8 million will be reportable regardless of the size of person unless an exemption applies.
2. 2025 HSR Filing Fees
In 2023, the FTC revised the HSR filing fee thresholds to include six (6) tiers of fees based on transaction value, which resulted in substantially increased filing fees for large transactions (particularly those in excess of $1 billion) but decreased the fees for smaller transactions. The filing fee tiers also are adjusted annually based on the change in gross national product, while the fees are updated based on an annual change in the consumer price index. The new filing fees will also take effect on Friday, February 21, 2025.
| Transaction Value |
Filing Fee |
| Greater than $126.4 million but less than $179.4 million |
$30,000 |
| $179.4 million and higher but less than $555.5 million |
$105,000 |
| $555.5 million and higher but less than $1.111 billion |
$265,000 |
| $1.111 billion and higher but less than $2.222 billion |
$425,000 |
| $2.222 billion and higher but less than $5.555 billion |
$850,000 |
| $5.555 billion and greater |
$2,390,000 |
3. 2025 HSR Civil Penalties
Noncompliance with the HSR Act can result in significant penalties. Any person, including any officer, director or principal thereof, who fails to comply with any provision of the HSR Act now may be subject to a revised civil penalty of up to $53,088 for each day in violation (a 3% increase from 2024).
4. New HSR Rules – Update
Finally, in October 2024, the FTC and the DOJ issued the new HSR filing rules that will require substantially more information to be provided when submitting an HSR filing, resulting in significantly increased burdens on merging parties in the form of additional time and cost. The new filing rules are set to go into effect on February 10, 2025. However, a recent lawsuit filed by plaintiffs including the U.S. Chamber of Commerce seeking to enjoin the FTC from implementing the new rules, as well as a possible intervention by the new presidential administration, may delay the rules' implementation or result in modifications to the new rules. We are monitoring this uncertainty and will provide updates as soon as they become available.
For more information on the HSR Act, or to learn how Godfrey & Kahn can help, contact a member of our Antitrust practice.