2024-02227. Revised Jurisdictional Thresholds for Section 7A of the Clayton Act

AGENCY:

Federal Trade Commission.

ACTION:

Annual notice of revision.

SUMMARY:

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:

March 6, 2024.

FOR FURTHER INFORMATION CONTACT:

Nora Whitehead (202–326–3100), Bureau of Competition, Premerger Notification Office, 400 7th Street SW, Room 5301, 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 (million)	Adjusted jurisdictional threshold (million)
7A(a)(2)(A)	$200	$478
7A(a)(2)(B)(i)	50	119.5
7A(a)(2)(B)(i)	200	478
7A(a)(2)(B)(ii)(i)	10	23.9
7A(a)(2)(B)(ii)(i)	100	239
7A(a)(2)(B)(ii)(II)	10	23.9
7A(a)(2)(B)(ii)(II)	100	239
7A(a)(2)(B)(ii)(III)	100	239
7A(a)(2)(B)(ii)(III)	10	23.9

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	Adjusted threshold
$10 million	$23.9 million.
$50 million	$119.5 million.
$100 million	$239 million.
$110 million	$262.9 million.
$200 million	$478 million.
$500 million	$1.195 billion.
$1 billion	$2.39 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 current 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 *	2024 Adjusted filing fee	2024 Adjusted applicable size of transaction *
$30,000	less than $161.5 million	$30,000	less than $173.3 million.
100,000	not less than $161.5 million but less than $500 million	105,000	not less than $173.3 million but less than $536.5 million.
250,000	not less than $500 million but less than $1 billion	260,000	not less than $536.5 million but less than $1.073 billion.
400,000	not less than $1 billion but less than $2 billion	415,000	not less than $1.073 billion but less than $2.146 billion.
800,000	not less than $2 billion but less than $5 billion	830,000	not less than $2.146 billion but less than $5.365 billion.
2,250,000	$5 billion or more	2,335,000	$5.365 billion or more.
* As determined under Section 7A(a)(2) of the Act.

By direction of the Commission.

Joel Christie,

Acting Secretary.