This site displays a prototype of a “Web 2.0” version of the daily Federal Register. It is not an official legal edition of the Federal Register, and does not replace the official print version or the official electronic version on GPO’s govinfo.gov.
The documents posted on this site are XML renditions of published Federal Register documents. Each document posted on the site includes a link to the corresponding official PDF file on govinfo.gov. This prototype edition of the daily Federal Register on FederalRegister.gov will remain an unofficial informational resource until the Administrative Committee of the Federal Register (ACFR) issues a regulation granting it official legal status. For complete information about, and access to, our official publications and services, go to About the Federal Register on NARA's archives.gov.
The OFR/GPO partnership is committed to presenting accurate and reliable regulatory information on FederalRegister.gov with the objective of establishing the XML-based Federal Register as an ACFR-sanctioned publication in the future. While every effort has been made to ensure that the material on FederalRegister.gov is accurately displayed, consistent with the official SGML-based PDF version on govinfo.gov, those relying on it for legal research should verify their results against an official edition of the Federal Register. Until the ACFR grants it official status, the XML rendition of the daily Federal Register on FederalRegister.gov does not provide legal notice to the public or judicial notice to the courts.
FederalRegister.gov retrieves relevant information about this document from Regulations.gov to provide users with additional context. This information is not part of the official Federal Register document.
Federal Trade Commission.
Annual notice of revision.
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.
February 21, 2025.
Nora Whitehead ( nwhitehead@ftc.gov, 202-326-3262), Bureau of Competition, Premerger Notification Office, 400 7th Street SW, Washington, DC 20024.
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.
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. |
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. | |||
By direction of the Commission.
April Tabor,
Secretary.
[FR Doc. 2025-01518 Filed 1-21-25; 8:45 am]
BILLING CODE 6750-01-P
