On January 21, 2022, the Federal Trade Commission (FTC) released the revised Hart-Scott-Rodino (HSR) Act jurisdictional thresholds for 2022. The FTC is required by law to revise the HSR Act monetary jurisdictional thresholds each year based on changes in the gross national product. The revised thresholds will become effective on or about February 23, 2022 for transactions closing on or after that date. The 2021 thresholds will remain applicable for transactions that close before the effective date.

Minimum Filing Thresholds. Under the HSR Act, 15 U.S.C. §18a, transactions that exceed the "size-of-transaction" threshold and (in most cases) "size-of-person" thresholds must be reported to the FTC and the Department of Justice before they can close (unless an exemption applies). The revised thresholds for 2022 (compared to the 2021 thresholds) are:

Jurisdictional Test	2021	2022
Size of Transaction (SOT)	$92 Million	$101 Million
Size of Persons (SOP)	$18.4 Million - and- $184.0 Million	$20.2 Million - and- $202 Million
Large Transactions – SOP Not Applicable	$368 Million	$403.9 Million

Incremental Filing Thresholds. HSR filings may be required not only for initial purchases of voting securities valued in excess of the minimum SOT that can trigger a filing ($101 million for 2022), but also for subsequent purchases of voting securities that exceed incremental SOT thresholds. New HSR filings may be required for purchases of voting securities that result in the acquiring person's holdings crossing these higher, incremental thresholds, even if an HSR filing was made for previous purchases at a lower threshold. The incremental SOT thresholds for 2022 will be:

• $202 million
• $1.0098 billion 
• 25 percent of the outstanding voting securities of an issuer if valued at more than $2.0196 billion¹

NOTES

• SOT—The transaction size is based on the total value of voting securities, noncorporate interests, or assets to be held by the acquiring person as a result of an acquisition.

• The total value of voting securities to be held must be based on the current value of present holdings (“marked to market”) plus the value of the additional voting securities to be acquired.
• Special aggregation rules apply to acquisitions of noncorporate interests and assets, so please check with your antitrust team regarding these types of transactions.

• SOP—The SOP is determined by the parties’ respective total assets or annual net sales. One party to the transaction must have total assets or annual net sales $202 million and another party to the transaction must have total assets or annual net sales of $20.2 million. If the target is the smaller party and not engaged in manufacturing, then it must have total assets of $20.2 million or more.

• Large Transactions—If the transaction value exceeds $403.9 million, then the SOP thresholds no longer apply and a transaction may be subject to HSR based solely on the value of voting securities, noncorporate interests or assets to be held as a result of the acquisition.

Filing Fees. Finally, if an HSR Act notification is required then there are tiered filing fees based on the SOT being reported (note that there is only one filing fee per transaction). For 2022, the filing fees are:

• $45,000—transactions valued at more than $101 million but less than $202 million
• $125,000—transactions valued at $202 million or more but less than $1.0098 billion
• $280,000—transactions valued at $1.0098 billion or more.

If you have any questions about these rule changes or HSR in general, please feel free to contact Ben Labow (415-947-2077), Kim Biagioli (202-937-8831), or another member of the antitrust and competition practice at Wilson Sonsini.

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