On February 5, 2024, the US Federal Trade Commission (FTC) published its annual update to the Hart-Scott-Rodino Act (HSR) thresholds in the Federal register. The HSR Act governs certain agreements that must be reported to the FTC and the U.S. Department of Justice prior to consummation.1
Under the new thresholds, a transaction must be reported if:
-
- The transaction value is more than $478 million (previously $445.5 million); either
- If (a) the value of the transaction is greater than $119.5 million (previously $111.4 million); and (b) a party has net sales or total assets of $23.9 million or more (previously $22.3 million); and (c) a second party has net sales or total assets of $239 million or more (previously $222.7 million).
The revised thresholds will apply to transactions consummated on or after March 6, 2024.
The HSR Act thresholds are tied to U.S. gross national product (GNP), and the 2024 HSR reporting threshold value represents an increase of approximately 7.3% over the corresponding 2023 thresholds. However, the number of HSR filings decreased dramatically, by more than 25%, from 2022 (2,496 filings) to 2023 (1,833 filings).2
The updated HSR filing fee structure and fee thresholds, which also go into effect on March 6, were required by Division GG of the Consolidated Appropriations Act of 2023.3 As in the past, the updated fees are based on transaction value and HSR Act thresholds, as follows:
| Transaction value (2024) | Presentation fee (2024) |
| More than $119.5 million but less than $173.3 million (previously more than $111.4 million less than $161.5 million) |
$30,000 (no changes) |
| $173.3 million or more but less than $536.5 million (previously $161.5 million or more but less than $500 million) |
$105,000 (previously $100,000) |
| $536.5 million or more but less than $1,073 million (previously $500 million or more but less than $1 billion) |
$260,000 (previously $250,000) |
| $1.073 billion or more but less than $2.146 billion (previously $1 billion or more but less than $2 billion) | $415,000 (previously $400,000) |
| $2.146 billion or more but less than $5.365 billion (previously $2 billion or more but less than $5 billion) | $830,000 (previously $800,000) |
| $5.365 billion or more (previously $5 billion or more) | $2.335 million (previously $2.25 million) |
Updates were also published for certain HSR exemptions and thresholds for Interconnected Addresses under Section 8 of the Clayton Act (published in the Federal register and effective January 22, 2024) and for penalties for violations of the HSR Act, the maximum penalty of which was increased to $51,744 per day. (published in the Federal register and effective January 10, 2024).
To help navigate the complex rules of the HSR Act, Mayer Brown has created a interactive presentation which provides a quick and practical HSR guide (if you access the presentation in Internet Explorer, save the file before viewing). Based on the FTC's current 2024 thresholds, this presentation allows you to choose the criteria that best applies to your organization or transaction and then guides you through a basic analysis of whether an HSR Act filing is necessary.
The FTC Federal register A notice and complete list of all HSR threshold settings can be found on the page FTC website.
1 Hart-Scott-Rodino Antitrust Improvements Act of 1976.
2 See "HSR transactions per month" https://www.ftc.gov/enforcement/premerger-notification-program (showing the number of HSR transactions reported for each month in 2023 and 2022).
3 Public Law 117-328, 136 Stat. 4459.
