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On February 2, 2021, the Federal Trade Commission (FTC) published its adjusted reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) in the Federal Register. The revised thresholds, which track with year-over-year changes in gross national product (GNP), represent an approximate 2.13% decrease over last year’s thresholds, and they will become effective for all transactions closing on or after March 4, 2021 (30 days after their initial publication). Reductions in GNP for 2020 relate to economic contractions caused by the global pandemic, but large companies that are still awash with cash may find that more of their deals are subject to premerger notification requirements (and potential antitrust scrutiny) than in previous years.
SUMMARY
As required by the HSR Act, on February 1, 2021, the U.S. Federal Trade Commission (“FTC”) released its annual adjustments to the reporting thresholds. The key number to remember is now $92 million. Note, this is a decrease from the $94 million threshold in 2020. Generally, transactions valued at $92 million or more must be reported and cleared by federal antitrust authorities before the transaction may close. The adjustments to the thresholds were published in the Federal Register on February 2, 2021 and become effective 30 days after publication, March 4, 2021. The revised thresholds will apply to all transactions that close on or after the effective date.
Each year, the FTC adjusts the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) based on changes in gross national product. On February 1, 2021 the FTC announced the revised thresholds. Below are the current and new thresholds:
Transactions valued at more than $92 million may require filing with the antitrust agencies of a Premerger Notification and Report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended as the HSR Act
Federal Register published an FTC notice announcing the latest annual adjustments to the statutory thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
The Federal Trade Commission FTC has announced the annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act HSR Act thresholds, which will become effective on March 4, 2021