Revised Jurisdictional Thresholds for Section 7A of the Clayton Act
The Federal Trade Commission announces the revised thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 required by the 2000 amendment of section 7A of the Cl...
The Federal Trade Commission announces the revised thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 required by the 2000 amendment of section 7A of the Clayton Act; and the revised filing fee schedule for the same Act required by division GG of the 2023 Consolidated Appropriations Act.
DATES:
February 21, 2025.
FOR FURTHER INFORMATION CONTACT:
Nora Whitehead (
nwhitehead@ftc.gov,
202-326-3262), Bureau of Competition, Premerger Notification Office, 400 7th Street SW, Washington, DC 20024.
SUPPLEMENTARY INFORMATION:
This document announces updates to (1) the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as required by the 2000 amendment of section 7A of the Clayton Act; and (2) the filing fee schedule for the same Act, as required by division GG of the 2023 Consolidated Appropriations Act. Both updates are discussed in more detail below.
(1) The Jurisdictional Thresholds
Section 7A of the Clayton Act, 15 U.S.C. 18a, as added by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Public Law 94-435, 90 Stat. 1390 (“the Act”), requires all persons contemplating certain mergers or acquisitions, which meet or exceed the jurisdictional thresholds in the Act, to file notification with the Commission and the Assistant Attorney General and to wait a designated period of time before consummating such transactions. Section 7A(a)(2) requires the Federal Trade Commission to revise those thresholds annually, based on the change in gross national product, in accordance with section 8(a)(5).
The new jurisdictional thresholds, which take effect 30 days after publication in the
Federal Register
, are as follows:
Subsection of 7A
Original jurisdictional threshold
2025 Adjusted jurisdictional threshold
7A(a)(2)(A)
$200 million
$505.8 million.
7A(a)(2)(B)(i)
$50 million
$126.4 million.
7A(a)(2)(B)(i)
$200 million
$505.8 million.
7A(a)(2)(B)(ii)(i)
$10 million
$25.3 million.
7A(a)(2)(B)(ii)(i)
$100 million
$252.9 million.
7A(a)(2)(B)(ii)(II)
$10 million
$25.3 million.
7A(a)(2)(B)(ii)(II)
$100 million
$252.9 million.
7A(a)(2)(B)(ii)(III)
$100 million
$252.9 million.
7A(a)(2)(B)(ii)(III)
$10 million
$25.3 million.
Any reference to the jurisdictional thresholds and related thresholds and limitation values in the HSR rules (16 CFR parts 801 through 803) and the Antitrust Improvements Act Notification and Report Form (“the HSR Form”) and its Instructions will also be adjusted, where indicated by the term “(as adjusted)”, as follows:
Original threshold
2025 Adjusted threshold
$10 million
$$25.3 million.
$50 million
$126.4 million.
( printed page 7698)
$100 million
$252.9 million.
$110 million
$278.2 million.
$200 million
$505.8 million.
$500 million
$1.264 billion.
$1 billion
$2.529 billion.
(2) The Filing Fee Thresholds
Section 605 of Public Law 101-162 (15 U.S.C. 18a note) requires the Federal Trade Commission to assess and collect filing fees from persons acquiring voting securities or assets under the Act. The original filing fee thresholds are set forth in section 605. Division GG of the 2023 Consolidated Appropriations Act, Public Law 117-328, 136 Stat. 4459, requires the Federal Trade Commission to revise these filing fee thresholds and amounts based on the percentage change in the GNP for such fiscal year compared to the GNP for the year ending September 30, 2022 (for the filing fee thresholds) and the percentage increase, if any, in the Consumer Price Index, as determined by the Department of Labor or its successor, for the year then ended over the level so established for the year ending September 30, 2022 (for the fee amounts).
Any reference to the fee thresholds and related values in the HSR rules (16 CFR parts 801 through 803) and the HSR Form and its Instructions will also be adjusted, where indicated by the term “(as adjusted)”, as follows:
Original
filing fee
Original applicable size of transaction *
2025 Adjusted
filing fee
2025 Adjusted applicable size of transaction *
$30,000
less than $161.5 million.
$30,000
less than $179.4 million.
100,000
not less than $161.5 million but less than $500 million.
105,000
not less than $179.4 million but less than $555.5 million.
250,000
not less than $500 million but less than $1 billion.
265,000
not less than $555.5 million but less than $1.111 billion.
400,000
not less than $1 billion but less than $2 billion.
425,000
not less than $1.111 billion but less than $2.222 billion.
800,000
not less than $2 billion but less than $5 billion.
850,000
not less than $2.222 billion but less than $5.555 billion.
2,250,000
$5 billion or more.
2,390,000
$5.555 billion or more.
* As determined under Section 7A(a)(2) of the Act.
Use this for formal legal and research references to the published document.
90 FR 7697
Web Citation
Suggested Web Citation
Use this when citing the archival web version of the document.
“Revised Jurisdictional Thresholds for Section 7A of the Clayton Act,” thefederalregister.org (January 22, 2025), https://thefederalregister.org/documents/2025-01518/revised-jurisdictional-thresholds-for-section-7a-of-the-clayton-act.
15 U.S.C. 18a
16 CFR parts 801