Reed Smith Client Alerts

On February 1, 2021, 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. For the first time since 2010, the new thresholds have decreased the dollar amount required to trigger HSR notification for both the size-of-transaction and the size-of-person tests. Parties evaluating a pending transaction should ensure that their HSR filing analysis is not affected by the lower transaction value threshold.

The revised HSR thresholds will apply to all transactions that close on or after the effective date, which is 30 calendar days following publication of the adjusted thresholds in the Federal Register. This year, the adjustments were published on February 2, 2021, so the effective date is March 4, 2021.

Adjusted threshold for size-of-transaction test

The minimum value of a transaction that could trigger an HSR filing will decrease from $94 million to $92 million.