New HSR Filing Fee Tier System in Effect

On February 27, 2023, the new Hart-Scott-Rodino (HSR) filing thresholds took effect. The size-of-transaction threshold changed from $101 million to $111.4 million, as the values are adjusted annually based on the change in gross national product.

While the fees associated with an HSR filing have been unchanged for years, the 2023 Consolidated Appropriations Act mandated a new six-tier schedule for filing fees. As before, the filing fees collected are split between the Federal Trade Commission and the U.S. Department of Justice, but the tier system has lowered the fee for smaller transactions while increasing significantly for larger ones.

For those transactions that have a size-of-transaction value “greater than $111.4 million to $161.4 million,” the filing fee is $30,000 (down from the prior year’s $45,000). However, at the other extreme, for those transactions where the size of the transaction is at or above $5 billion, the filing fee is $2.25 million. In between those two extremes are these filing fees:

• $100,000 for transactions valued at or above $161.5 million but less than $500 million,
• $250,000 for transactions valued at or above $500 million but less than $1 billion,
• $400,000 for transactions valued at or above $1 billion but less than $2 billion, and
• $800,000 for transactions valued at or above  $2 billion but less than $5 billion. 

For perspective, in 2022, the maximum filing fee was $280,000.