On January 10, 2025, the Federal Trade Commission announced 2025 annual statutory adjustments to the Hart-Scott-Rodino Act thresholds. These thresholds determine which mergers and acquisitions must be reported to United States federal antitrust agencies for review before consummation. The FTC also updated the thresholds and fees associated with HSR filings. The new thresholds and filing fees will take effect 30 days after being published in the Federal Register, which usually happens within a week or two after announcement. This means they will likely become effective sometime in late February and will remain in effect until 2026 adjustments are published early next year. All transactions closing on or after the effective date will be governed by the new thresholds, whereas transactions filing on or after the effective date will be subject to the new filing fees.
The threshold for a notifiable transaction under the HSR Act has increased from $119.5 million to $126.4 million. This increase is approximately 5.7% over the thresholds announced in 2024.
Size of Transaction Threshold: Under the new thresholds, the parties to a merger, consolidation, or acquisition of voting securities or substantial assets may be required to file pre-acquisition notifications with the FTC and the Department of Justice and observe the HSR Act’s waiting periods before closing if the transaction will result in either of the following:
Basic Size of Person Test: One party must have at least $25.3 million or more in total assets or annual net sales, while the other party must have at least $252.9 million in total assets or annual net sales. (Assets are determined by the most recent regularly prepared balance sheet).
The new minimum thresholds are detailed in the chart below:
2024 Threshold (in millions) |
2025 Threshold (in millions) |
|
---|---|---|
Minimum Size Transaction | $119.5 | $126.4 |
Size of Person (smaller person) | $23.9 | $25.3 |
Size of Person (larger person) | $239 | $252.9 |
Maximum Size of Transaction (the size of person test is not applicable to transactions exceeding this value) | $478 | $505.8 |
Amendments to the HSR Act also require similar annual adjustments to filing fees, based on overall transaction value. The current thresholds and corresponding filing fees, as well as the new thresholds and fees, are detailed in the chart below:
2024 Filing Fee Threshold | 2025 Filing Fee Threshold | ||
---|---|---|---|
(in millions) | (in millions) |
||
≥$119.5 and <$173.3 | $30,000 | ≥$126.4 and <$179.4 | $30,000 |
≥$173.3 and <$536.5 | $105,000 | ≥$179.4 and <$555.5 | $105,000 |
≥$536.5 and <$1073 | $260,000 | ≥$555.5 and <$1,111 | $265,000 |
≥$1,073 and <$2,146 | $415,000 | ≥$1,111 and <$2,222 | $425,000 |
≥$2,146 and <$5,365 | $830,000 | ≥$2,222 and <$5,555 | $850,000 |
≥$5,365 | $2,335,000 | ≥$5,555 | $2,390,000 |
On the same day that the FTC announced the new reportability and filing fee thresholds, a coalition of business groups led by the U.S. Chamber of Commerce filed an unrelated complaint with the U.S. District Court for the Eastern District of Texas seeking to permanently enjoin the new rules governing how parties to reportable transactions must comply with the HSR Act after February 7, 2025. These new rules were first proposed in June 2023, and a final version was announced in October.
The plaintiffs allege that, in adopting the new rules, the FTC overstepped its rulemaking authority under the Administrative Procedures Act by, among other things, misapplying the HSR Act, adding unreasonable burdens to filing parties, and failing to adequately understand and consider those burdens or to explore less burdensome alternatives.
The complaint seeks declaratory judgment stating that that the final rules are “in excess of statutory authority, arbitrary, capricious, or otherwise contrary to law,” as well as orders setting aside the rulemaking and enjoining the FTC from enforcing them.
Notably—and in contrast to the Chamber’s successful 2024 effort to secure interim relief from the FTC’s rulemaking that purported to ban most employment noncompete provisions—the complaint filed on January 10 does not seek a preliminary injunction to stay implementation of the new rules. This means that, for now, companies considering proceeding with a reportable transaction to be notified under the HSR Act after February 7, 2025, should continue preparations for the more time-consuming and burdensome process under the new rules.