The Hart-Scott-Rodino Antitrust Enhancements Act of 1976 (“HSR Act”), as amended, requires all individuals considering sure mergers or acquisitions that meet or exceed the jurisdictional thresholds (proven beneath) to file a premerger notification (an “HSR Submitting”) with the Federal Commerce Fee (“FTC”) Premerger Notification Workplace and Division of Justice (“DOJ”) Antitrust Division and to attend a time period earlier than consummating the transaction.
Every fiscal 12 months, the jurisdictional submitting thresholds are adjusted to mirror the share change within the gross nationwide product. The FTC printed the brand new jurisdictional submitting thresholds on January 10, 2025. These modifications will turn out to be efficient 30 days after their publication within the Federal Register, on February 21, 2025.
Moreover, 2025 is bringing main modifications to the premerger submitting course of, with the brand new submitting guidelines and up to date type and submitting course of anticipated to enter impact on February 10, 2025. Extra particulars on these modifications particularly might be discovered right here.
Submitting Thresholds
Events should analyze their transactions towards the “Dimension of Transaction” and “Dimension of Individual” reporting thresholds. The “Dimension of Transaction” check is anxious with the worth (via voting securities, NCI, belongings or a mixture thereof being transferred) of what’s being acquired whereas the “Dimension of Individual” check typically measures an organization primarily based on its final usually ready annual assertion of earnings and bills and its final usually ready stability sheet. To find out whether or not an HSR Submitting is required, events ought to analyze the transaction using the next steps.
- Will an buying particular person maintain an mixture quantity of voting securities and belongings lower than $126.4 million? If sure, then no HSR Submitting is required. If no, transfer to Step 2.
- Will an buying particular person maintain in extra of $126.4 million however not in extra of $505.8 million? If sure, then transfer to Step 3. If no, then transfer to Step 4.
- Does one particular person to the transaction have gross sales or belongings of no less than $25.3 million? If sure, then an HSR Submitting is required. If no, then no HSR Submitting is required.
- Will an buying particular person maintain in extra of $505.8 million? If sure, an HSR Submitting is required.
For functions of this evaluation, the worth of any belongings into consideration is the honest market worth of the entity’s non-cash belongings with out regard as to whether these belongings are topic to a mortgage or how the belongings might need depreciated for accounting functions. The desk beneath summarizes the 2025 reporting thresholds beneath the HSR Act.
| Submitting Required | 2024 Threshold | 2025 Threshold | |
| Dimension of Transaction Take a look at | No | X ≤ $119.5 million | X ≤ $126.4 million |
| Dimension of Transaction Take a look at AND Dimension of Individual Take a look at | Sure | $119.5 million < X ≤ $478 million ND Individual 1: ≥ $23.9 million Individual 2: ≥ $239 million | $126.4 million < X ≤ $505.8 million AND Individual 1: ≥ $25.3 million Individual 2: ≥ $252.9 million |
| Dimension of Transaction Take a look at | Sure | X > $478 million | X > $505.8 million |
Submitting Charge
In reference to an HSR Submitting, the buying particular person should pay a submitting price on the time of submitting by digital wire switch. In keeping with the Merger Submitting Charge Modernization Act which restructured the submitting price thresholds in 2023, the 2025 submitting price construction options six tiers. The submitting price thresholds for 2025 might be seen beneath, with the thresholds from 2024 for comparability.
| Worth of Holding Securities and Belongings to Be Held | Charge Quantity |
| 2024 Threshold | |
| $119.5 million < X < $173.3 million | $30,000 |
| $173.3 million < X < $536.5 million | $105,000 |
| $536.5 million < X < $1.073 billion | $260,000 |
| $1.073 billion < X < $2.146 billion | $415,000 |
| $2.146 billion < X < $5.365 billion | $830,000 |
| X ≥ $5.365 billion | $2,335,000 |
| Worth of Holding Securities and Belongings to Be Held | Charge Quantity |
| New 2025 Threshold | |
| $126.4 million < X < $179.4 million | $30,000 |
| $179.4 million < X < $555.5 million | $105,000 |
| $555.5 million < X < $1.111 billion | $265,000 |
| $1.111 billion < X < $2.222 billion | $425,000 |
| $2.222 billion < X < $5.555 billion | $850,000 |
| X ≥ $5.555 billion | $2,390,000 |
The brand new submitting charges are topic to their very own annual adjustment, with the charges elevated by an quantity equal to the share enhance within the Shopper Value Index, if any, over the earlier 12 months’s established stage.
Penalty
Any particular person (or officer, director or companion) who fails to inform the FTC and DOJ of a reportable transaction faces a civil penalty of $53,088 for every day of noncompliance.
In case you have any questions or would really like extra details about this matter, please contact one of many following members of Corridor Render’s Antitrust Apply Group:
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