A Busy Month for HSR Developments – the Expanded HSR Form Takes Effect, with New HSR Thresholds on the Horizon

This has been a busy month for HSR practitioners.

On February 10, 2025, the new HSR form took effect—ending speculation that the Trump administration might seek to delay the implementation of a rulemaking process completed at the end of the Biden Administration. 

The HSR form is the key document parties use to provide notice to the FTC and DOJ of transactions subject to the Hart-Scott-Rodino Act. Typically, those are transactions valued at more than $119.5 million, although that threshold is soon changing, as described below.

The new HSR form requires parties to submit more documents and more information with each HSR filing, and will significantly increase the work required to prepare HSR filings. By the FTC’s own estimate, the time required to prepare each filing will increase by an average of 68 hours.

Although all five FTC commissioners voted in favor of the new HSR form last October—including both Republicans—some in the business community believe the new form imposed unnecessary burden on parties to transactions. In January, the U.S. Chamber of Commerce filed a lawsuit challenging the new HSR rules as “arbitrary and capricious” under the Administrative Procedure Act. “If it ain’t broke, don’t fix it,” the Chamber wrote in its lawsuit. The Chamber’s legal challenge remains pending.

The future of the new HSR form remains unclear. In addition to the Chamber’s legal challenge, it is possible that a Republican-led FTC may seek to undo or modify the form. Trump’s nominee for the fifth commissioner slot, Mark Meador, is expected to be confirmed in the coming weeks, which would give Republicans 3-2 control over the FTC and the ability to make further changes to the form.

As we covered in a previous Honigman alert outlining the specific elements of the new HSR form, parties should modify deal timelines to allow more time for the gathering of documents and information—especially for deals in which the parties are actual or potential competitors, or are in a vertical supply relationship. Complex deals may require significantly longer lead time to gather the required information and prepare filings.

Additionally, parties should continue to exercise care in creating transaction-related documents discussing any competition-related topics, as well as deal rationales. Parties also should exercise care when preparing periodic market studies, as the new rules may require the production of these studies if there is a competitive overlap.

Revised HSR Thresholds for 2025

In other HSR news, the FTC recently announced new HSR thresholds, which take effect on February 21, 2025.

Under the HSR Act, parties to M&A transactions that meet certain thresholds must provide advance notice to the FTC and DOJ. Parties must then wait 30 days in most cases before the transaction is permitted to close. These HSR thresholds are revised annually to account for the rate of inflation.

Size-of-Transaction Threshold – This key threshold will increase from $119.5 million to $126.4 million for 2025. This threshold often is the first step in determining whether a transaction must be reported under the HSR Act.

Size-of-Person Threshold –The HSR size-of-person threshold will increase such that a filing may be required when one party has sales/assets of at least $252.9 million and the other has sales/assets of at $25.3 million (up from $238 million and $23.9 million, respectively).

In general, transactions must meet both the size-of-transaction and size-of-person thresholds to be reportable. Transactions valued at more than $505.8 million (an increase from $478 million), however, are reportable regardless of whether the filers meet the size-of-person thresholds.

Filing fees, based on the size of the transaction, also have increased for 2025:

The above thresholds are subject to complex valuation and aggregation rules, as well as numerous exemptions. As a result, parties should continue to consult with antitrust counsel to determine if their particular transaction is reportable under the HSR Act.