Reed Smith Client Alerts

On January 24, 2022, the Federal Trade Commission (FTC) announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. Section 18a) (HSR Act). The FTC revises the thresholds annually based on the change in gross national product. The new thresholds have increased the dollar amount required to trigger an HSR filing for both the size-of-transaction and the size-of-person tests. The revised HSR thresholds will apply to all transactions that close on or after the effective date of February 23, 2022.

Adjusted threshold for the size-of-transaction test

The minimum value of a transaction that could trigger an HSR filing will increase from $92 million to $101 million.

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For any agreement entered into prior to the effective date (February 23, 2022), the new thresholds will apply so long as the transaction is closed on or after the effective date.

Adjusted threshold for the size-of-person test

The following table reflects the new annual thresholds for the size-of-person test. For transactions valued at more than $101 million and up to $403.9 million, an HSR filing is only required if the size-of-person test is met.

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