FTC Revises Hart-Scott-Rodino Thresholds for 2023

On January 23, 2023, the Federal Trade Commission announced revised notification thresholds pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The HSR Act requires parties to file notification with the FTC and the United States Department of Justice prior to consummating a merger or acquisition that meets the HSR Act’s jurisdictional tests.

The FTC is required to revise the HSR thresholds annually based on changes in the gross national product. The following will go into effect on February 22, 2023, 30 days after the date of their publication in the Federal Register.

Original Threshold	2022 Threshold	2023 Threshold
$10 million	$20.2 million	$22.3 million
$50 million	$101 million	$111.4 million
$100 million	$202 million	$222.7 million
$110 million	$222.2 million	$245 million
$200 million	$403.9 million	$445.5 million
$500 million	$1.0098 billion	$1.1137 billion
$1 billion	$2.0196 billion	$2.2274 billion

Unless exempt, transactions valued greater than $445.5 million meet the size-of-transaction test and are reportable irrespective of the size of the parties. Transactions valued greater than $114 million and less than or equal to $445.5 million may trigger a reporting duty if the parties meet the size-of-person test. Under the size-of-person test, one person must have total assets or annual net revenues equal or greater than $22.3 million and the other total assets or annual net revenues equal or greater than $222.7 million.

The Commission also updated the new filing fees. These fees should take effect February 22, 2023.

Filing Fee	Size of Transaction
$30,000	> $111.4 million and < $161.5 million
$100,000	≥ $161.5 million and < $500 million
$250,000	≥ $500 million and < $1 billion
$400,000	≥ $1 billion and < $2 billion
$800,000	≥ $2 billion and < $5 billion
$2.25 million	≥ $5 billion

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David H. Evans+1 (202) 342-8479