The Hart-Scott-Rodino (HSR) Act requires parties to transactions that meet certain thresholds to notify the Department of Justice (DOJ) and Federal Trade Commission (FTC) and observe a waiting period prior to closing, unless certain exemptions apply. These thresholds are adjusted annually based on U.S. economic growth. This year, HSR thresholds will decrease for the first time since 2010.
The revised thresholds, which will become effective on March 4, 2021, are:
Size-of-Transaction Test: The threshold used in the size-of-transaction test will decrease from $94.0 million to $92.0 million.
Size-of-Persons Test: The sales and assets thresholds used in the size-of-persons test will decrease from $18.8 million to $18.4 million and from $188 million to $184 million, respectively. The size-of-transaction threshold above which the size-of-persons test no longer applies will decrease from $376 million to $368 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:
|Previous Threshold||Revised Threshold|
|$188 million||$184 million|
|$940.1 million||$919.9 million|
|25% of voting securities if valued at greater than $1,880.2 million||25% of voting securities if valued at greater than $1,839.8 million|
|50% of voting securities if valued at greater than $94 million||50% of voting securities if valued at greater than $92 million|
Filing Fee Thresholds: Filing fee thresholds based upon the value of assets or voting securities being acquired will be revised as follows:
|Value of Transaction||Filing Fee|
|$92 million to $184 million||$45,00|
|$184 million to $919.9 million||$125,000|
|$919.9 million or more||$280,000|
Penalty for HSR Violations: The penalty for HSR violations is also annually adjusted. Unlike the HSR thresholds, the penalty for HSR violations has increased, as the FTC recently announced that the maximum daily civil penalty for HSR violations increased from $43,280 to $43,792.
If you have any questions about the 2021 HSR thresholds, please contact the authors.