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Key Notes:
- The HSR size-of-transaction threshold will increase from $92 million to $101 million.
The Federal Trade Commission (FTC) announced on Friday that the jurisdictional thresholds for filings under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act will increase in 2022, including an increase of nearly 10% in the size-of-transaction threshold from $92 million to $101 million.
As required by statute, the FTC adjusts the HSR thresholds annually based on the change in gross national product. The HSR thresholds decreased in 2021—a rare occurrence—because of a pandemic-induced decrease in the gross national product in 2020. The 2022 increase is more in line with historical adjustments. The new thresholds were published today in the Federal Register, and they go into effect 30 days after publication (February 23, 2022).
HSR Jurisdictional Thresholds. Under the HSR Act, parties to a transaction must make required filings with the FTC and Department of Justice, Antitrust Division (DOJ) and await expiration of the 30-day statutory waiting period before closing if the transaction meets the size-of-transaction and size-of-person thresholds (absent an applicable exemption):
| Current | Updated | |
| Size-of-Transaction | US$92 million | US$101 million |
| Size-of-Person | US$18.4 million | US$20.2 million |
| US$184 million | US$202 million |
If the jurisdictional thresholds are met and no exemption applies, a filing is required. Determination of reportability under the HSR Act is often not straightforward and involves the analysis and application of complex regulations and agency guidance. Failure to file when required violates the HSR Act and could result in the imposition of a civil penalty of more than $46,000 per day.
HSR Filing Fees. The HSR filing fee amounts will remain unchanged, but the thresholds for determining the applicable fees will change as follows:
| Filing Fee | Acquisition Value |
| $45,000 | US$101 million–$202 million |
| $125,000 | US$202 million–$1.0098 billion |
| $280,000 | US$1.0098 billion or more |
Contacts:
- Mark R. Butscha, Jr., Partner | Mark.Butscha@ThompsonHine.com
- Joshua L. Shapiro, Partner | Joshua.Shapiro@ThompsonHine.com
Compliments of Thompson Hine LLP – a member of the EACCNY.