On January 10, 2025, the Federal Trade Commission (FTC) announced adjusted thresholds for merger notifications under the Hart-Scott-Rodino (HSR) Act. Effective 30 days after the official publication date of the adjusted thresholds in the Federal Register, the lowest size-of-transaction filing threshold (also known as the “$50 million threshold”) will increase from the current $119.5 million to $126.4 million. Parties to transactions that close on or after the effective date are subject to the adjusted thresholds.
The “$10 million” and “$100 million” size-of-person thresholds will increase to $25.3 million and $252.9 million, respectively. The size-of-person test applies to transactions valued at less than $200 million (as adjusted, $505.8 million) and is based on the total assets and annual net sales of the ultimate parent entities (UPEs) of the acquiring and acquired persons. In general, for a transaction to be reportable, the UPE of one party to the transaction must have annual net sales or total assets of $10 million or more (as adjusted, $25.3 million) and the UPE of the other party must have annual net sales or total assets of $100 million or more (as adjusted, $252.9 million). There are, however, several nuances and exceptions to the size-of-person test that must be examined separately for each transaction.
The increased thresholds arise from amendments to the HSR Act in 2000 that require the FTC to adjust the thresholds annually in response to the change in the gross national product (GNP). This year, the thresholds increased to reflect the growth in the 2024 GNP. All the notification and exemption dollar thresholds in the HSR statute, regulations and reporting instructions that are subject to annual adjustments will also be adjusted upward. The original, 2024 and 2025 HSR dollar thresholds are as follows:
| Original Thresholds | 2024 Thresholds | 2025 Thresholds |
| $10 million | $23.9 million | $25.3 million |
| $50 million | $119.5 million | $126.4 million |
| $100 million | $239 million | $252.9 million |
| $110 million | $262.9 million | $278.2 million |
| $200 million | $478 million | $505.8 million |
| $500 million | $1.195 billion | $1.264 billion |
| $1 billion | $2.39 billion | $2.529 billion |
Filing fees and tier transaction values will also be adjusted based on amendments to the HSR Act in 2023 that require the FTC to adjust the fees annually in response to the change in the U.S. Consumer Price Index. The adjusted filing fee tiers, which are also expected to go into effect 30 days after the official publication date in the Federal Register, are as follows:
| TRANSACTION VALUES | FILING FEE |
| Greater than $126.4 million but less than $179.4 million | $30,000 |
| At least $179.4 million but less than $555.5 million | $105,000 |
| At least $555.5 million but less than $1.111 billion | $265,000 |
| At least $1.111 billion but less than $2.222 billion | $425,000 |
| At least $2.222 billion but less than $5.555 billion | $850,000 |
| $5.555 billion or more | $2.39 million |
The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted to account for changes in the GNP (unlike the HSR Act thresholds, these adjusted thresholds take effect immediately). Section 8 may preclude a person from serving as an officer or director of two competing corporations when (1) each of the competing corporations has capital, surplus and undivided profits aggregating more than $51.380 million and (2) each corporation’s competitive sales are at least $5.138 million.
