FTC Announces Annual Revised HSR Thresholds, Increased Penalties

January 25, 2017
Firm Publication

The Federal Trade Commission has announced revised thresholds applicable to Hart-Scott-Rodino (HSR) notification requirements, which will be effective in late February 2017. The revised thresholds are:

Size-of-Transaction Test: The threshold used in the size-of-transaction test will increase from $78.2 million to $80.8 million.

Size-of-Persons Test: The sales and assets thresholds used in the size-of-persons test will increase from $15.6 million to $16.2 million and from $156.3 million to $161.5 million, respectively. The size-of-transaction threshold above which the size-of-persons test no longer applies will increase from $312.6 million to $323.0 million.

Greater Notification Thresholds: These thresholds, which apply to subsequent acquisitions of voting securities made within five years after expiration or termination of the waiting period of a previous HSR filing for an acquisition of voting securities from the same issuer, were revised as follows:

2016 Threshold

Revised 2017 Threshold

$156.3 million

$161.5 million

$781.5 million

$807.5 million

25% of voting securities if valued at greater than $1,563 million

25% of voting securities if valued at greater than $1,615 million

50% of voting securities if valued at greater than $78.2 million

50% of voting securities if valued at greater than $80.8 million

Filing Fees: Filing fee thresholds based upon the value of assets or voting securities being acquired will be revised as follows:

Value of Transaction

Filing Fee

$80.8 million to
$161.5 million

$45,000

$161.5 million to
$807.5 million

$125,000

$807.5 million or more

$280,000

The penalty for HSR violations increased last year from $16,000 per day to $40,000 per day and is now annually adjusted. The daily penalty was increased to $40,654, effective on July 24, 2017.