FTC Announces 2021 Changes to HSR Filing Thresholds
Washington, D.C. (February 2, 2021) - On February 1, 2021, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. The FTC is required by law to revise the jurisdictional thresholds annually, based on the change in gross national product (GNP). Accordingly, the 2021 Hart-Scott-Rodino reporting thresholds will decrease by approximately 2.1%, reflecting the decrease in the GNP in 2020.
The FTC published the changes in the Federal Register on February 2, 2021 and they will become effective on March 4, 2021, 30 days after publication. The application of these HSR filing thresholds is not straightforward and requires a thorough understanding of the statute and the voluminous and complex implementing regulations.
Revised HSR Filing Thresholds
The HSR Act requires that parties to a transaction which meets or exceeds the jurisdictional thresholds in the ACT file notification with the FTC and DOJ and wait a designated period of time before closing the transaction. Beginning March 4, the following transactions will require HSR notification unless an applicable exemption applies:
- Transaction value is in excess of $92 million up to $368 million where:
- one party holds assets or has annual net sales of $184 million;
- and the other party holds assets or has annual net sales of $18.4 million. or
- Transactions valued in excess of $368 million are reportable notwithstanding “size of the persons.”
Transaction Filing Fees Based on Size of Transaction
- $45,000 if the value of transaction is greater than $92 million but less than $184 million.
- $125,000 if the transaction value is in excess of $184 million but less than $919.9 million.
- $280,000 for transactions valued at $919.9 million or greater.
Revised Civil Penalty for Failure to File HSR Notification
On January 11, 2021, the FTC separately announced that the maximum civil penalty amount for violations of the HSR Act will increase to $43,792 per day. The new penalty levels apply to civil penalties assessed after the effective date of the adjustment, including civil penalties whose associated violation predated the effective date.
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Katherine I. Funk, Partner