FTC Revises Merger Filing Fees and Jurisdictional Thresholds for HSR Act and Corporate Interlocks | Baker Botts L.L.P.

On January 10, 2025, the Federal Trade Commission announced revised jurisdictional thresholds and a revised filing fee schedule under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). Also on January 10, the FTC announced revised jurisdictional thresholds for Section 8 of the Clayton Act (“Corporate Interlock Statute”).

Under the revised jurisdictional thresholds, the “size-of-transaction” increased from $119.5 million to $126.4 million, and HSR filing fees for the largest transactions will increase from to $2.335 million to $2.390 million. The revised jurisdictional thresholds and filing fee schedule will become effective 30 days after publication in the Federal Register. The revisions to the corporate interlock thresholds will also become effective 30 days after publication in the Federal Register.

REVISED HSR JURISDICTIONAL THRESHOLDS

The FTC is required to adjust the jurisdictional thresholds annually, based on changes in the gross national product. Under the revised HSR thresholds, unless covered by an exemption, HSR filings and waiting periods are required for transactions valued in excess of the $126.4 million “size-of-transaction” threshold involving parties with annual net sales or total assets meeting the “size-of-persons” threshold of $25.3 million or more and $252.9 million or more. In addition, if the size-of-transaction will exceed $505.8 million, HSR filings are required regardless of the size-of-persons.

A complete list of the revised jurisdictional thresholds is set out below.

REVISED MERGER FILING FEES

The FTC is required to revise the HSR filing fees annually based on the percentage increase, if any, in the consumer price index for the year then ended over the level established for the year ending September 30, 2022.

A complete list of the revised filing fee thresholds is set out below:

The FTC is required to publish the adjusted filing fee amounts not later than January 31 of each year.

CORPORATE INTERLOCK THRESHOLDS

Under the revised corporate interlock thresholds, one person may not serve simultaneously as an officer or director of competing corporations if each “interlocked” corporation has capital, surplus, and undivided profits aggregating more than $51,380,000. The threshold amount applicable to the statutory “safe harbor” based on the dollar value of “competitive sales” has also been revised: a corporate interlock does not violate the statute if the “competitive sales” of either interlocked corporation are less than $5,138,000. The statutory safe harbors based on ratios of “competitive sales” to total sales remain unchanged.

^{1Size-of-Transaction: HSR notifications may be required if an acquiring person, as a result of an acquisition, will hold assets, voting securities, and/or non-corporate interests valued at more than $50 million, as adjusted.}

^{2Size-of-Persons: Generally, one “person” to the transaction must have at least $10 million, as adjusted, in annual net sales or total assets, and the other “person” must have at least $100 million, as adjusted, in annual net sales or total assets. Transactions valued in excess of $200 million, as adjusted, are not subject to the size-of-persons threshold and are reportable unless exempt.}

^{3Notification Thresholds: HSR notifications are generally required for transactions that will exceed a notification threshold where the size-of-persons threshold is met or does not apply, unless exempt.}

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