How much does 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.
| 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 triggers an HSR filing?
The HSR “size of parties” threshold generally requires that one party to the transaction have annual net sales or total assets of $202 million or more (up from $184 million in 2021), and that the other party have annual net sales or total assets of $20.2 million (up from $18.4 million).
What is HSR waiting period?
Parties to a transaction subject to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) must adhere to a statutory waiting period (30 days for most transactions) after filing their Notification and Report Forms before closing on the deal.
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 …
How is HSR waiting period calculated?
For most filings, the waiting period is 30 days (15 days for cash tender offers and 11 USC § 363 bankruptcies), and expires at 11:59pm ET on the last day. Day One of the waiting period will be the day after the agencies receive the complete HSR filings.
What happens if you don’t file an HSR?
Beware of penalties If the form is not accurate or complete, the agencies will generally reject the filing and restart the HSR waiting period. Failure to file or submission of an inaccurate HSR form can result in civil penalties of up to $42,530 for each day of the violation.
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 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. For 2022, that threshold will be $101 million.
How long is an HSR filing good for?
Once a transaction’s waiting period expires, the acquiring party has exactly one year from that date to consummate the transaction, regardless of whether that date falls on a weekend or holiday. After one year, the HSR filing is expired, and the parties must submit new HSR filings.
What is included in an 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.
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.
Is an HSR filing required?
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.
How long is HSR Clearance good for?
What is HSR in M&A?
The HSR Act provides that parties must not complete certain mergers, acquisitions or transfers of securities or assets, including grants of executive compensation, until they have made a detailed filing with the U.S. Federal Trade Commission and Department of Justice and waited for those agencies to determine that the …