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HSR Filing Thresholds, Filing Fees, and Penalties on the Rise Again

By  |  January 30, 2025

By: Danielle Mangogna & Kristin Petersen (Orrick)

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    Authors Danielle Mangogna & Kristin Petersen (Orrick) discuss the U.S. Federal Trade Commission’s (FTC) recent announcement of revised filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), along with updated HSR filing fee tiers and penalty amounts.

    Key Takeaways

    • The minimum HSR “Size of Transaction” threshold will rise to $126.4 million (up from $119.5 million). These new thresholds will apply to transactions closing on or after February 21, 2025.
    • Filing fees for 2025 will range from $30,000 to $2.39 million, with the new fees applying to HSR notifications filed on or after February 21, 2025.
    • The maximum civil penalty for an HSR Act violation, including failure to file, has increased to $53,088 per day.

    What Companies Should Consider

    Companies should engage HSR counsel early in the deal process to evaluate filing requirements, particularly with the expanded HSR Form set to take effect on February 10, 2025. This updated form will require additional information and documentation from most parties, especially buyers. Understanding early on whether an HSR filing is necessary—and how it may impact deal timelines—will be increasingly critical in 2025 and beyond.

    The HSR Act applies broadly beyond traditional M&A transactions. Potentially reportable deals include mergers and acquisitions, minority stock positions (including compensation equity and financing rounds), asset acquisitions, joint ventures, and exclusive licensing agreements, among others.

    Increased HSR Filing Thresholds

    Under the HSR Act and related regulations (HSR Rules), certain transactions must be reported, and parties must generally wait 30 days (or longer if regulators request more information) before closing to allow for antitrust review.

    Determining HSR Reportability

    Does the transaction meet the Size of Transaction test?
    An HSR filing may be required if, post-transaction, the acquiring person will hold voting securities, assets, or non-corporate interests valued above the minimum HSR Size of Transaction threshold at closing, as calculated under HSR Rules.

    The HSR value considers not just the current transaction’s acquisition value but also previously acquired voting securities, non-corporate interests, and assets. Additionally, factors such as contingent payments, earnouts, liabilities, assumed debt, and other consideration forms can impact the overall Size of Transaction…

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