On January 22, 2024, the Federal Trade Commission (FTC) released the revised Hart-Scott-Rodino (HSR) Act jurisdictional thresholds for 2024. The FTC is required by law to revise the HSR Act monetary jurisdictional thresholds each year based on changes in the gross national product. The revised thresholds will become effective 30 days after notice is published in the Federal Register and will apply to transactions closing on or after the effective date. The 2023 thresholds will remain applicable for transactions that close before the effective date.

Minimum Filing Thresholds. Under the HSR Act, 15 U.S.C. §18a, transactions that exceed the "size-of-transaction" threshold and, if applicable, "size-of-person" thresholds must be reported to the FTC and the U.S. Department of Justice before they can close (unless an exemption applies). The revised thresholds for 2024 are:

Jurisdictional Test	2023	2024
Size of Transaction (SOT)	$111.4 Million	$119.5 million
Size of Person (SOP)	$22.3 Million - and- $222.7 Million	$23.9 Million - and- $239 Million
Large Transactions—SOP Not Applicable	$445.5 Million	$478 Million

Incremental Filing Thresholds. HSR filings may be required not only for initial purchases of voting securities valued in excess of the minimum SOT that can trigger a filing ($119.5 million for 2024), but also for subsequent purchases of voting securities that exceed incremental SOT thresholds. New HSR filings may be required for purchases of voting securities that result in the acquiring person's holdings crossing these higher, incremental thresholds, even if an HSR filing was made for previous purchases at a lower threshold. The incremental SOT thresholds for 2024 will be:

• $239 million
• $1.195 billion 
• 25 percent of the outstanding voting securities of an issuer if valued at more than $2.39 billion¹

Notes

• SOT—The transaction size is based on the total value of voting securities, noncorporate interests, or assets to be held by the acquiring person as a result of an acquisition.
  • The total value of voting securities to be held must be based on the current value of present holdings (“marked to market”) plus the value of the additional voting securities to be acquired.
  • Special aggregation rules apply to acquisitions of noncorporate interests and assets, so please check with your antitrust team regarding these types of transactions.
• SOP—When applicable, the SOP is determined by the parties’ respective total assets or annual net sales. One party to the transaction must have total assets or annual net sales of $239 million and another party to the transaction must have total assets or annual net sales of $23.9 million. If the target is the smaller party and not engaged in manufacturing, then it must have total assets of $23.9 million or more.
• Large Transactions—If the transaction value exceeds $478 million, then the SOP thresholds no longer apply and a transaction may be subject to HSR based solely on the value of voting securities, noncorporate interests, or assets to be held as a result of the acquisition.

Filing Fees. Finally, if an HSR Act notification is required then there are tiered filing fees based on the SOT being reported. For 2024, the adjusted HSR Act filing fees are:

• $30,000—transactions valued less than $173.3 million
• $105,000—transactions valued at $173.3 million or more but less than $536.5 million
• $260,000—transactions valued at $536.5 million or more but less than $1.073 billion
• $415,000—transactions valued at $1.073 billion or more but less than $2.146 billion
• $830,000—transactions valued at $2.146 billion or more but less than $5.365 billion
• $2.335 million—transactions valued at $5.365 billion or more

If you have any questions about these rule changes or HSR in general, please feel free to contact Michelle Yost Hale (202-973-8836), Ben Labow (415-947-2077), Kim Biagioli (202.937.8831), Beau Buffier (202-973-8948), Maureen Ohlhausen (202-973-8808), Taylor Owings (212-497-9507), Robin Crauthers (202-973-8839), Brendan Coffman (202-973-8891), or another member of the antitrust and competition practice at Wilson Sonsini Goodrich & Rosati.

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[1] Filings may also be required if the acquiring person will hold 50 percent or more of an issuer’s outstanding voting securities as a result of the acquisition.