The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), as amended, requires all persons contemplating certain mergers or acquisitions that meet or exceed the jurisdictional thresholds (shown below) to file a premerger notification (an “HSR Filing”) with the Federal Trade Commission (“FTC”) Premerger Notification Office and Department of Justice (“DOJ”) Antitrust Division and to wait a period of time before consummating the transaction.
Each fiscal year, the jurisdictional filing thresholds are adjusted to reflect the percentage change in the gross national product. The FTC published the new jurisdictional filing thresholds on January 10, 2025. These changes will become effective 30 days after their publication in the Federal Register, on February 21, 2025.
Additionally, 2025 is bringing major changes to the premerger filing process, with the new filing rules and updated form and filing process expected to go into effect on February 10, 2025. More details on those changes specifically can be found here.
Filing Thresholds
Parties must analyze their transactions against the “Size of Transaction” and “Size of Person” reporting thresholds. The “Size of Transaction” test is concerned with the value (through voting securities, NCI, assets or a combination thereof being transferred) of what is being acquired whereas the “Size of Person” test generally measures a company based on its last regularly prepared annual statement of income and expenses and its last regularly prepared balance sheet. To determine whether an HSR Filing is needed, parties should analyze the transaction utilizing the following steps.
- Will an acquiring person hold an aggregate amount of voting securities and assets less than $126.4 million? If yes, then no HSR Filing is needed. If no, move to Step 2.
- Will an acquiring person hold in excess of $126.4 million but not in excess of $505.8 million? If yes, then move to Step 3. If no, then move to Step 4.
- Does one person to the transaction have sales or assets of at least $25.3 million? If yes, then an HSR Filing is needed. If no, then no HSR Filing is needed.
- Will an acquiring person hold in excess of $505.8 million? If yes, an HSR Filing is needed.
For purposes of this analysis, the value of any assets under consideration is the fair market value of the entity’s non-cash assets without regard to whether those assets are subject to a mortgage or how the assets might have depreciated for accounting purposes. The table below summarizes the 2025 reporting thresholds under the HSR Act.
| Filing Required | 2024 Threshold | 2025 Threshold | |
| Size of Transaction Test | No | X ≤ $119.5 million | X ≤ $126.4 million |
| Size of Transaction Test
AND Size of Person Test |
Yes | $119.5 million < X ≤ $478 million
ND Person 1: ≥ $23.9 million Person 2: ≥ $239 million |
$126.4 million < X ≤ $505.8 million
AND Person 1: ≥ $25.3 million Person 2: ≥ $252.9 million |
| Size of Transaction Test | Yes | X > $478 million | X > $505.8 million |
Filing Fee
In connection with an HSR Filing, the acquiring person must pay a filing fee at the time of filing by electronic wire transfer. Consistent with the Merger Filing Fee Modernization Act which restructured the filing fee thresholds in 2023, the 2025 filing fee structure features six tiers. The filing fee thresholds for 2025 can be seen below, with the thresholds from 2024 for comparison.
| Value of Holding Securities and Assets to Be Held | Fee Amount |
| 2024 Threshold | |
| $119.5 million < X < $173.3 million | $30,000 |
| $173.3 million < X < $536.5 million | $105,000 |
| $536.5 million < X < $1.073 billion | $260,000 |
| $1.073 billion < X < $2.146 billion | $415,000 |
| $2.146 billion < X < $5.365 billion | $830,000 |
| X ≥ $5.365 billion | $2,335,000 |
| Value of Holding Securities and Assets to Be Held | Fee Amount |
| New 2025 Threshold | |
| $126.4 million < X < $179.4 million | $30,000 |
| $179.4 million < X < $555.5 million | $105,000 |
| $555.5 million < X < $1.111 billion | $265,000 |
| $1.111 billion < X < $2.222 billion | $425,000 |
| $2.222 billion < X < $5.555 billion | $850,000 |
| X ≥ $5.555 billion | $2,390,000 |
The new filing fees are subject to their own annual adjustment, with the fees increased by an amount equal to the percentage increase in the Consumer Price Index, if any, over the previous year’s established level.
Penalty
Any person (or officer, director or partner) who fails to notify the FTC and DOJ of a reportable transaction faces a civil penalty of $53,088 for each day of noncompliance.
If you have any questions or would like additional information about this topic, please contact one of the following members of Hall Render’s Antitrust Practice Group:
- Michael Greer at (317) 977-1493 or mgreer@hallrender.com;
- John Bowen at (317) 429-3629 or jbowen@hallrender.com;
- Hannah Clarke at (317) 429-3615 or hclarke@hallrender.com;
- Bennett Murphy at (317) 429-3618 or bmurphy@hallrender.com; or
- Your primary Hall Render contact.
Hall Render blog posts and articles are intended for informational purposes only. For ethical reasons, Hall Render attorneys cannot—outside of an attorney-client relationship—answer specific questions that would be legal advice.
