How much does an HSR filing cost?
Effective January 10, 2021, the maximum daily civil penalty for HSR violations $46,517 per day (up from $43,792)….New 2022 HSR Thresholds Announced.
Table of Contents
Filing Fee | 2022 Filing Fee Threshold |
---|---|
$45,000 | Transactions valued at more than $101 million but less than $202 million |
Who typically pays HSR filing fee?
The acquiring person
The acquiring person (known as the acquiring ultimate parent entity or UPE) is responsible for paying the fee (16 C.F.R. § 803.9).
What is HSR filing?
HSR filings are premerger notifications that parties to a proposed merger transaction make with both the Federal Trade Commission and the Department of Justice. Subject to minor exceptions, both the seller and the buyer must each separately file with both agencies.
Who is responsible for HSR filing?
Failing to file, or the submission of an inaccurate HSR form, can result in severe civil penalties up to $42,530 for each day of the violation. Typically, both the buyer and the seller must submit their own HSR forms, at which point a mandatory waiting period begins.
Which party pays HSR fees?
Parent and the Company will each bear its own fees, expenses and costs incurred in connection with any HSR Act filings or other such competition filings and submissions which may be required by such party for the consummation of the Merger pursuant to this Agreement; provided, however, that Parent will pay the HSR …
What is the HSR threshold?
This is often referred to as the “$50 million (as adjusted)” threshold because it started at $50 million and is now adjusted annually. For 2022, that threshold will be $101 million….HSR threshold adjustments and reportability for 2022.
FEE | Size-of-Transaction |
---|---|
$280,000 | valued at $1.0098 billion or greater |
Is an HSR filing public?
The contents of the HSR submission, as well as the fact that the parties filed HSR forms at all, is kept confidential by the U.S. agencies.
How do you calculate HSR?
Start with your total baseline points then subtract your modifying points V, P or F using the formula: Final HSR score = Baseline points – (V points) – (P points) – (F points). The lower the score, the better!
What is required for HSR filing?
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.
Do I need to file HSR?
The HSR thresholds are only one part of the analysis to determine whether an HSR filing is required….2022 Filing Fee Thresholds.
Filing Fee | Greater Than | Less Than |
---|---|---|
$45,000 | $101 Million | $202 Million |
$125,000 | $202 Million | $1.0098 Billion |
$280,000 | $1.0098 Billion |
When should I file HSR?
If the transaction is valued in excess of $50 million (as adjusted) but is $200 million (as adjusted) or less, only those transactions that also meet the size of person test require a filing.
What is the current HSR threshold?
The most significant threshold in determining reportability is the minimum size of transaction threshold. This is often referred to as the “$50 million (as adjusted)” threshold because it started at $50 million and is now adjusted annually….HSR threshold adjustments and reportability for 2022.
FEE | Size-of-Transaction |
---|---|
$280,000 | valued at $1.0098 billion or greater |