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Requirement to Provide Information on Acquisitions from Past 5 Years for Both Parties. The New HSR Rules require reporting by both parties of certain relevant prior acquisitions from within 5 years of the filing. Previously, this requirement only applied to the acquiring party.
If the transaction is valued at $50 million (as adjusted) or less, no filing is required. If the transaction is valued at more than $200 million (as adjusted), and no exemption applies, an HSR filing must be made and parties must wait until the statutory waiting period has expired before closing the deal.
HSR filings will remain confidential, and the agencies will not be allowed to disclose filings unless the parties request early termination, and the agencies grant the request. The FTC publishes on its website all transactions that receive early termination.
To submit an HSR filing, fill out the Kiteworks online form. Add identifying information about the filing to the Message field, using the following format: ATTORNEY Acquiring Person-Acquired Person A/B Date with A or B indicating that the filing is for the Acquiring or the Acquired Person, respectively.
Adjusted Filing Thresholds as of 2025 By way of brief review, and after giving effect to the 2025 adjustments to the thresholds, in most instances the parties to a transaction must make an HSR filing if: One party has a size of at least $252.9 million (measured by sales or assets);
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The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ.
The HSR size-of-transaction threshold for U.S. HSR filings will increase to US$126.4 million in 2025, up from US$119.5 million in 2024.

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