FTC announces annual revisions to HSR Act thresholds
The Federal Trade Commission has announced its annual revision to the jurisdictional thresholds under the HSR Act. The new thresholds will go into effect February 23, 2022, which is 30 days after publication in the Federal Register.
Under the new thresholds, no transaction will be reportable unless, as a result of it, the acquiring person will hold voting securities, assets or non-corporate interests of the acquired person valued at more than $101 million.
When the Size-of-Persons test applies
If, as a result of the transaction, the acquiring person will hold voting securities, assets or non-corporate interests of the acquired person valued above $101 million but below $403.9 million, then the Size-of-Persons test will also need to be met for the transaction to be reportable. Generally, the Size-of-Persons test will be met if one person (either acquiring or acquired) has annual net sales or total assets equal to or exceeding $20.2 million, and the other person has annual net sales or total assets equal to or exceeding $202 million.[1]
Filing fee tiers also amended
The filing fee tiers will also be amended. The fee will be $45,000 for transactions valued above $101 million but below $202 million; $125,000 for transactions valued at or above $202 million but below $1.0098 billion; and $280,000 for transactions valued at or above $1.0098 billion.
Effective date
The new thresholds will go into effect February 23, 2022, which is 30 days after publication in the Federal Register.
[1] When the acquired person is not engaged in manufacturing and the acquiring person satisfies the $202 million prong of the Size-of-Persons test, then the acquired person’s annual revenues are irrelevant and the Size-of-Persons test is satisfied only if the acquired person’s total assets equal or exceed $20.2 million.
