This White & Case memo reports that the Consolidated Appropriations Act that Congress passed just before Christmas includes some big changes for HSR filing fees. Here’s the intro:
Filing fees under the Hart-Scott-Rodino (HSR) Act have not been altered for 20 years, but that is about to change, and dramatically in 2023. President Biden is expected to sign into law the Consolidated Appropriations Act, 2023, which includes the Merger Filing Fee Modernization Act of 2022 (“Merger Filing Fee Modernization Act”).
The Merger Filing Fee Modernization Act, among other changes, will increase HSR filing fees for many transactions, with US filing fees reaching $2.25 million for any transaction with a value of $5 billion or more. This is a substantial bump over the highest merger filing fee now ($280,000) and will increase resources for the US antitrust agencies to pursue their aggressive enforcement agendas.
While the filing fees for big deals are going to skyrocket, fees for deals at the lower end of the HSR reporting range will actually decline. For example, the filing fee for a deal that’s valued at less than $161.5 million will decline from $45,000 to $30,000, the fee for a deal that’s valued at less than $500 million will decline from $125,000 to $100,000, and the fee for a deal that’s valued at less than $1 billion will decline from $280,000 to $250,000. Once a deal crosses the $1 billion threshold, the fee increases start to kick in.
– John Jenkins