Insight, Publication

January 16, 2025
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HSR Thresholds for 2025

The Numbers That Dealmakers and In-House Counsel Need to Know

On January 10, 2025 the Federal Trade Commission (FTC) published the new thresholds, and the new and improved filing fees, for transactions that are the subject of Hart-Scott-Rodino (“HSR”) filings in 2025. The FTC also updated the thresholds and safe harbors relevant to corporate interlocks — the prohibition of directors serving on the boards of competing companies. Without further ado, here is a guide to the relevant amounts for transactions that are not exempt, and for corporate interlocks:

Size of TransactionNotification Threshold
Minimum threshold$126.4 million
Alternative transaction threshold (size of person test is disregarded)$505.8 million
Size of PersonNotification Threshold
Smaller person$25.3 million of sales or assets (for non-manufacturers, $25.3 million of assets)
Larger person$252.9 million of sales or assets
Minority Acquisition Notification ThresholdsNotification Threshold
 $126.4 million
 $252.9 million
Acquisition of 25% of Voting Securities:$1.264 billion
Acquisition of 50% of Voting Securities:$2.529 billion

Graduated Filing Fees

Transaction SizeFiling Fee
$126.4m – $179.4m$30,000
$179.4m – $555.5m     $105,000
$555.5m – $1.111b$265,000
$1.111b – $2.222b$425,000
$2.222b – $5.555b$850,000
Over $5.555b  $2.39 million

Corporate Interlock Threshold and Safe Harbors

Threshold$51.38 million of capital, surplus and undivided profits for each company
Safe harbor (amount)Less than $5.138 million of competitive sales by either company
Safe harbor (ratio)Competitive sales of less than 4% of total sales for each company, or less than 2% of total sales for either company (unchanged for 2025)

Effective Date of new HSR Notification and Report Forms (see here): February 10, 2025.

Effective Date of new Thresholds and Filing Fees: February 22, 2025.

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