FTC announces revised HSR notification thresholds and HSR filing fees for 2023

The Federal Trade Commission (FTC) announced on Monday, January 23, 2023 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2023, including an increase of more than 10% in the size-of-transaction threshold from $101 million to $111.4 million.

As required by statute, the FTC adjusts the HSR thresholds annually based on the change in gross national product. The new thresholds will go into effect 30 days after publication in the Federal Register (likely in late February) and will apply to transactions that close on or after that date.

HSR Jurisdictional Thresholds. Under the HSR Act, parties to a transaction must make required filings with the FTC and Department of Justice, Antitrust Division (DOJ) and await expiration of the 30-day statutory waiting period before closing if the transaction meets the size-of-transaction and size-of-person thresholds (absent an applicable exemption):

Measured By	Current	Updated
Size-of-Transaction	$101 million	$111.4 million
Size-of-Person	$20.2 million	$22.3 million
	$202 million	$222.7 million

If the jurisdictional thresholds are met and no exemption applies, a filing is required. Determination of reportability under the HSR Act often is not straightforward and involves the analysis and application of complex regulations and agency guidance. Failure to file when required violates the HSR Act and could result in the imposition of significant civil penalties.

HSR Filing Fees. Pursuant to the 2023 Consolidated Appropriations Act, the FTC also announced revised HSR filing fees. These new filing fees, which represent a decrease for certain transactions and a dramatic increase for much larger transactions, will take effect 30 days after publication in the Federal Register. The new filing fee thresholds are as follows:

Filing Fee	Size-of-Transaction
$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

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