Locke Lord QuickStudy: 2023 HSR Threshold Announced by FTC
The FTC has increased the HSR filing thresholds for transactions that will close on or after a date in the last week of February, to be determined, and apply through early 2024. The new 2023 thresholds are as follows:
Size-of-parties thresholds: $22.3M and $222.7M (up from $20.2M and $202M in 2022)
Smaller size-of-transaction threshold (which requires size-of-parties thresholds to be met in order to trigger the filing requirement): $111.4M (up from $101M in 2022)
Larger size-of-transaction threshold (which triggers a filing requirement regardless of the size-of-parties): $445.5M (up from $403.9M in 2022)
The HSR filing fee structure is also being drastically changed. Fees will now range from $30,000 for the smallest transactions (down from the prior fee of $45,000) up to $2.25 million for transactions valued at $5 billion or more (up from the previous high of $280,000), with fees escalating as transaction size increases. The fee required for a particular transaction will be determined based on the below chart, which was copied from the FTC’s own notice communicating these changes. Other HSR-related thresholds were adjusted by the FTC as well.
|
FILING FEE |
SIZE OF TRANSACTION AS DETERMINED UNDER SECTION 7A(a)(2) OF THE ACT |
|
$30,000 |
less than $161.5 million |
|
$100,000 |
not less than $161.5 million but less than $500 million |
|
$250,000 |
not less than $500 million but less than $1 billion |
|
$400,000 |
not less than $1 billion but less than $2 billion |
|
$800,000 |
not less than $2 billion but less than $5 billion |
|
$2.25 million |
$5 billion or more |
Locke Lord’s Antitrust Practice Group stands ready to assist with HSR or other ever-evolving antitrust advice that you may need.
Don't miss a beat.
Sign up for our newsletter and get the latest to your inbox.