May 26, 2022

Volume XII, Number 146

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HSR Notification Thresholds Increase for 2022

The Federal Trade Commission (“FTC”) has announced the annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) thresholds, which will become effective on February 23, 2022.  The revised thresholds will apply to any merger or acquisition closing on or after the effective date.  The FTC is required to adjust the HSR thresholds annually based upon the change in gross national product.  This year, the change in the “size of transaction” threshold has increased approximately 10 percent, from $92 million to $101 million. 

Under the HSR Act, when a deal satisfies the “size of person” and “size of transaction” thresholds, and no exemption from reporting is available, the deal must be reported to the FTC and the U.S. Department of Justice and the parties must wait for a designated period of time before closing the transaction.

Size of Person

The revised size of person thresholds will generally be met if one party involved in the deal has assets or annual sales totaling $202 million or more and one other party involved in the deal has assets or annual sales of at least $20.2 million.  Satisfaction of the size of person thresholds is not required, however, if the transaction is valued at more than $403.9 million.

Size of Transaction

The revised size of transaction threshold will be met if the buyer will hold an aggregate amount of stock, non-corporate interests and/or assets of the seller valued at more than $101 million as a result of the deal.  

The notification thresholds applicable to purchases of voting securities also will increase:

February 1, 2001
Thresholds (Original)

Current Thresholds as of
March 4, 2021

New Thresholds Effective
February 23, 2022

$50 million

$92 million

$101 million

$100 million

$184 million

$202 million

$500 million

$919.9 million

$1.0098 billion

25% if worth more than
$1 billion

25% if worth more than  
$1.839.8 billion

25% if worth more than
$2.0196 billion

50% if worth more than
$50 million

50% if worth more than       
$92 million

50% if worth more than
$101 million

The adjustments also affect the transaction-size benchmarks that determine the amount of the filing fee to be paid when a filing is required.  In addition, the thresholds applicable to many exemptions, including those governing foreign acquisitions, will increase.  The $500 million threshold applicable to acquisitions of producing oil and gas reserves and associated assets will not change.

The civil penalty for failing to comply with the notification and waiting period requirements of the HSR Act has also increased to up to $46,517 per day for each day a party is in violation. 

© 2022 Bracewell LLPNational Law Review, Volume XII, Number 27
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About this Author

Daniel Hemli Trade & Antitrust Litigation Attorney Bracewell law firm
Partner

Daniel Hemli advises clients on antitrust issues relating to mergers, acquisitions and joint ventures, and advocacy before federal, state and foreign antitrust authorities. He has represented parties in connection with investigations of numerous national and multinational acquisitions and joint venture transactions across a broad range of industries, including oil and gas, electric power, pharmaceuticals, medical devices, technology and software, chemicals, financial services, commercial and industrial equipment, consumer goods, media, and agriculture. He has advised on...

212-938-6402
Jacqueline Java, Antitrust, Attorney, Bracewell law firm
Counsel

Jacqueline (Jackie) Java focuses her practice on antitrust counseling. She advises clients involved in transactions and day-to-day operations that raise antitrust issues regarding interactions among competitors, the formation of joint ventures, distribution and pricing policies and programs, information exchanges, and allegations of price fixing, market allocation, and other anticompetitive practices. She is particularly experienced in managing complex relationships in industries where companies simultaneously act as competitors, customers and collaborators.

...
202-828-5828
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