Hart-Scott-Rodino Filing Fees to Dramatically Increase for Larger Deals
The Consolidated Appropriations Act of 20231 recently passed by Congress and signed by President Biden will dramatically restructure the filing fees charged for the submission of Hart-Scott-Rodino (HSR) filings typically required for mergers and acquisitions meeting certain financial thresholds.2 For larger deals, the fees will increase significantly.
Currently, HSR filings require payment of the following fee, based upon the value of the transaction:
| Transaction Value (Adjusted Annually) | Filing Fee |
|---|---|
| More than US$101 million but less than US$202 million | US$45,000 |
| At least US$202 million but less than US$1.0098 billion | US$125,000 |
| US$1.0098 billion or more | US$280,000 |
Once published by the FTC’s Premerger Notification Office, the filing fees for HSR filings will be adjusted as follows:
| Transaction Value (Adjusted Annually) | Filing Fee |
|---|---|
| More than US$101 million but less than US$161.5 million | US$30,000 |
| At least US$161.5 million but less than US$500 million | US$100,000 |
| At least US$500 million but less than US$1 billion | US$250,000 |
| At least US$1 billion but less than US$2 billion | US$400,000 |
| At least US$2 billion but less than US$5 billion | US$800,000 |
| At least US$5 billion | US$2,250,000 |
Thus, the filing fee will decrease for smaller transactions, but will increase substantially for larger deals. Implementation of the new fee structure is expected to occur in early 2023.
While payment of the filing fee is ultimately the responsibility of the buyer under HSR regulations, the fee may be allocated between the parties by agreement. For larger deals, it is expected that fee payment will increasingly be a negotiated item in the acquisition or merger agreement. Additionally, with the prospect of having three additional fee thresholds for reportable acquisitions and considerably higher filing fees, the determination of transaction value for HSR purposes will become increasingly important and parties should consider consulting with HSR counsel earlier in the process.
For more information, please contact the authors or any other member of the K&L Gates antitrust team.
This publication/newsletter is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer. Any views expressed herein are those of the author(s) and not necessarily those of the law firm's clients.
