FTC Increases HSR Notification Thresholds

FTC increased the notification threshold for reporting proposed mergers and acquisitions under the Hart-Scott-Rodino Act ("HSR"). FTC also set new HSR filing-fee tiers based on the size of the proposed transaction pursuant to the Merger Filing Fee Modernization Act of 2022, and increased thresholds relating to interlocking directors.

The size-of-transaction threshold for reporting proposed mergers and acquisitions will increase from $101,000,000 to $111,400,000. The new thresholds will become effective 30 days after publication in the Federal Register, and will apply to all transactions that close on or after the effective date.

FTC set the new HSR filing-fee tiers based on the size of the proposed transaction:

• $30,000 if the transaction size is greater than $111.4 million but less than $161.5 million;

• $100,000 if the transaction size is $161.5 million or greater but less than $500 million;

• $250,000 if the transaction size is $500 million or greater but less than $1 billion;

• $400,000 if the transaction size is $1 billion or greater but less than $2 billion;

• $800,000 if the transaction size is $2 billion or greater but less than $5 billion; and

• $2,250,000 if the transaction size is $5 billion or greater.

The filing fee tier structure will take effect 30 days after publication in the Federal Register.

FTC also increased the thresholds relating to interlocking directors as defined in Section 8 of the Clayton Act, which prohibits any person from serving as a director or officer of competing corporations that each have capital, surplus and undivided profits in excess of $45,257,000 (new threshold), unless the competitive sales of either corporation are less than $4,525,700 (new threshold); limited de minimis exceptions may also apply.