HSR Filing Thresholds Decrease in 2021

Antitrust, Competition & Distribution Update

Date: February 02, 2021

Today the Federal Trade Commission (FTC) announced new decreased jurisdictional thresholds for filings under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.  As required by statute, the FTC adjusts the HSR thresholds annually based on the change in gross national product.  The gross national product decreased in 2020 because of the economic damage wrought by the COVID-19 pandemic.  Accordingly, the HSR thresholds will decrease as well, a rare occurrence. The upshot is that deals may be reportable under these decreased thresholds that would not be reportable under the current, higher thresholds. The new, lower thresholds will apply to all transactions closing on or after March 4, 2021 (30 days after publication in the Federal Register).

HSR Jurisdictional Thresholds. Under the HSR Act, parties to a transaction must make required filings with the FTC and Department of Justice, Antitrust Division (DOJ) and await expiration of the 30-day statutory waiting period before closing if the transaction meets the size-of-transaction and size-of-person thresholds (absent an applicable exemption):


Current

Revised

Size-of-Transaction

USD $94M

USD $92M

Size-of-Person

USD $18.8M

USD $18.4M

USD $188M

USD $184M


If the jurisdictional thresholds are met and no exemption applies, failure to file would violate the HSR Act and could result in the imposition of a maximum civil penalty of more than $43,000 per day.

HSR Filing Fees. The HSR filing fee amounts will remain unchanged, but the thresholds for determining the applicable fees will change.

Filing Fee

Acquisition Value

$45,000

USD $92M-$184M

$125,000

USD $184M-$919.9M

$280,000

USD $919.9M or more


FOR MORE INFORMATION

For more information, please contact:

Michael W. Jahnke
212.908.3980
Michael.Jahnke@ThompsonHine.com

Joshua Shapiro
202.973.2782
Joshua.Shapiro@ThompsonHine.com

Mark R. Butscha, Jr.
216.566.5897
Mark.Butscha@ThompsonHine.com

or any member of our Antitrust, Competition & Distribution group.

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