The FTC Announces Increased HSR Thresholds for 2025
See all Insights

The FTC Announces Increased HSR Thresholds for 2025

Brownstein Client Alert, Jan. 13, 2025

On Jan. 10, 2025, the Federal Trade Commission announced the 2025 adjusted thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). The HSR Act notification requirements apply to transactions that satisfy the specified “size of transaction” and “size of person” dollar thresholds. These thresholds, however, change from year to year. The HSR Act requires an annual threshold adjustment based on changes in the U.S. gross national product for each fiscal year. The newly announced 2025 thresholds are expected to become effective 30 days following publication in the Federal Register and will be applicable to all transactions that close on or after such effective date until recalculated in early 2026.

The key HSR Act threshold adjustments are summarized in the following chart:

Test

2024 Threshold

2025 Adjusted Threshold

Size of Transaction

$119.5 million

$126.4 million

Size of Person (lower)

$23.9 million

$25.3 million

Size of Person (higher)

$239.0 million

$252.9 million

Size of Transaction Where Size of Person Is Not Relevant

$478.0 million

$505.8 million

 

The “size of transaction” threshold is determined based on the value of voting securities, non-corporate interests and/or assets held as a result of the transaction. Under the new 2025 thresholds, there will be no HSR Act notification requirements for transactions valued at less than $126.4 million.

For  deals with an acquisition price of $126.4 million or more but less than $505.8 million, the parties will need to consider the “size of person” test. Under the “size of person” test, for a deal in this range there must a larger party and a smaller party for the test to be satisfied. As adjusted for 2025, the larger party must have total assets or annual net sales of $252.9 million or more, and the smaller party must have (i) total assets or annual net sales of $25.3 million or more (if it is a manufacturer) or, alternatively, (ii) total assets of $25.3 million or annual net sales of $252.9 million (if it is not engaged in manufacturing).

“Size of Person” Test as adjusted for 2025

Larger Party

Smaller Party

Total assets1 or annual net sales2 of $252.9 million

 

AND

Engaged in Manufacturing:

 

Total assets or annual net sales of $25.3 million or more

OR

Not Engaged in Manufacturing:

 

Total assets of $25.3 million or annual net sales of $252.9 million or more

1 Total assets are measured as of the last regularly prepared balance sheet of the applicable party.

2 Annual net sales are as stated on the last regularly prepared annual statement of income and expense of the applicable party.

         

If the ultimate parent entities of one or both parties to the transaction in this size range ($126.4 million but less than $505.8 million) do not satisfy the applicable “size of person” thresholds, no HSR Act notification is required. Conversely, transactions valued at more than $505.8 million will be reportable in 2025 regardless of the size of the parties, unless an HSR Act exemption applies. As always, the value of a transaction is subject to certain exceptions and calculation adjustments that can affect either the obligation to make a notification filing or the amount of the filing fee required with the filing.

HSR filing fees are also adjusted on an annual basis (based on changes in the Consumer Price Index). The 2025 filing fees, which take effect at the same time as the 2025 thresholds, are as follows:

HSR Filing Fees as adjusted for 2025

Size of Transaction

$30,000

Less than $179.4 million

$105,000

At least $179.4 million but less than $555.5 million

$265,000

At least $555.5 million but less than $1.111 billion

$425,000

At least $1.111 billion but less than $2.222 billion

$850,000

At least $2.222 billion but less than $5.555 billion

$2,390,000

At least $5.555 billion

 

Penalties for violating the HSR Act remain significant, with the maximum civil penalty for HSR Act violations being $51,744 per day.

Significant revisions to the HSR rules are slated to become effective for all HSR-reportable transactions filed on or after Feb. 10, 2025. The revisions would significantly expand the amount of documentary material and information that must be included in the initial premerger notification form for all HSR-reportable transactions. However, on Jan. 10, 2025, the U.S. Chamber of Commerce, the Business Roundtable, the American Investment Council and the Longview (Texas) Chamber of Commerce filed a lawsuit challenging the FTC’s authority to make these substantive changes to the HSR rules under the Administrative Procedure Act (https://www.uschamber.com/cases/antitrust-and-competition-law/chamber-v.-ftc). While it is possible that this lawsuit could affect the previously announced amendments to the HSR rules (including when such amended rules become effective), the Chamber of Commerce lawsuit will not have any impact on the thresholds described above of when such thresholds become effective.

If you have any questions regarding the matters covered in this alert, please contact Allen Grunes, Gino Maurelli, Matthew Nyberg or your regular Brownstein Hyatt Farber Schreck contact.


THIS DOCUMENT IS INTENDED TO PROVIDE YOU WITH GENERAL INFORMATION REGARDING THE INCREASED HSR THRESHOLD FOR 2025. THE CONTENTS OF THIS DOCUMENT ARE NOT INTENDED TO PROVIDE SPECIFIC LEGAL ADVICE. IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENTS OF THIS DOCUMENT OR IF YOU NEED LEGAL ADVICE AS TO AN ISSUE, PLEASE CONTACT THE ATTORNEYS LISTED OR YOUR REGULAR BROWNSTEIN HYATT FARBER SCHRECK, LLP ATTORNEY. THIS COMMUNICATION MAY BE CONSIDERED ADVERTISING IN SOME JURISDICTIONS. THE INFORMATION IN THIS ARTICLE IS ACCURATE AS OF THE PUBLICATION DATE. BECAUSE THE LAW IN THIS AREA IS CHANGING RAPIDLY, AND INSIGHTS ARE NOT AUTOMATICALLY UPDATED, CONTINUED ACCURACY CANNOT BE GUARANTEED.

Recent Insights