2020 Hart-Scott-Rodino thresholds
The U.S. Federal Trade Commission (FTC) has announced its annual revisions to the notification and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The HSR Act is an antitrust statute that authorizes the FTC and the Antitrust Division of the Department of Justice (DOJ) to evaluate the potential anticompetitive effects of certain merger and acquisition transactions. The HSR Act requires the parties contemplating mergers or acquisitions that meet or exceed the thresholds to: a) provide information to the FTC and DOJ regarding the acquisition and the parties’ business operations; and b) await the expiration or early termination of a statutory waiting period before completing the proposed transaction. The FTC revises the thresholds annually based on the change in U.S. gross national product.
New HSR thresholds
The following table lists the original, current and revised HSR thresholds.1 The new thresholds are effective February 27, 2020.
|
|
2019 |
2020 |
|
Original threshold |
Current threshold |
New threshold |
|
$10 million |
$18 million |
$18.8 million |
|
$50 million |
$90 million |
$94 million |
|
$100 million |
$180 million |
$188 million |
|
$110 million |
$198 million |
$206.8 million |
|
$200 million |
$359.9 million |
$376 million |
Under the revised thresholds, an acquisition may be subject to the notification and waiting period requirements of the HSR Act if, as a result of the transaction, the acquiring person will hold assets, voting securities, or non-corporate interests with a value in excess of $94 million (size-of-transaction test) and the parties to the transaction have total assets or annual net sales in excess of $18.8 million and $188 million, respectively (size-of-person test).
The size-of-person test does not apply to transactions involving the acquisition of assets, voting securities or non-corporate interests valued in excess of $376 million.
Below is an updated schedule of HSR filing fees for 2020. Only the transaction-size thresholds have changed, not the amounts of the filing fees.
|
Transaction size |
Filing fee |
|
Greater than $94 million but less than $188 million |
$45,000 |
|
$188 million or greater but less than $940.1 million |
$125,000 |
|
$940.1 million or greater |
$280,000 |
The FTC also announced an increased penalty for failure to file a Notification and Report Form with the FTC and DOJ when required by the HSR Act of up to $43,280 per day of non-compliance.
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1 All monetary values are in U.S. dollars. The FTC's guidelines for converting foreign currency can be found here.