Total value of all voting securities and assets transferred in the transaction
Annual net sales or total assets of the acquiring party
Annual net sales or total assets of the acquired party
Federal HSR fees calculated below; state fees vary by jurisdiction
How to Use This Tool
Follow these steps to generate an accurate merger filing fee estimate:
- Enter the total transaction value in USD, representing the full value of all voting securities and assets transferred as part of the merger or acquisition.
- Input the annual net sales or total assets for both the acquiring party and the acquired party to verify compliance with HSR size-of-person thresholds.
- Select the transaction type and relevant jurisdiction from the dropdown menus.
- Click the "Calculate Fee" button to view your detailed fee breakdown.
- Use the "Copy Results" button to save the breakdown to your clipboard, or "Reset" to clear all inputs.
Formula and Logic
This tool uses 2024 Hart-Scott-Rodino (HSR) Act thresholds and fee tiers set by the U.S. Federal Trade Commission (FTC). Calculations follow this logic:
- Transaction Value Threshold: Filings are only required if the transaction value exceeds $101.5 million. Transactions at or below this value do not require HSR filings.
- Size of Person Test: For transactions valued between $101.5 million and $805.7 million, the acquired party must have at least $20.9 million in assets/net sales, and the acquiring party must have at least $209.4 million in assets/net sales. This test is waived for transactions over $805.7 million.
- Fee Tiers: Filing fees are tiered based on transaction value:
- ≤ $161.5M: $45,000
- $161.5M – $805.7M: $125,000
- $805.7M – $1.6115B: $280,000
- > $1.6115B: $415,000
All calculations assume U.S. federal jurisdiction; state-level merger filing fees are not included in this estimate.
Practical Notes
Merger filing requirements vary by jurisdiction and are subject to change. Key legal considerations include:
- HSR filings require submission of Form HSR and payment of the calculated fee to both the FTC and the Department of Justice (DOJ).
- This tool only estimates federal filing fees; many U.S. states impose separate merger notification requirements and fees, which vary widely by state.
- Thresholds and fee tiers are adjusted annually by the FTC to account for inflation. Always verify current thresholds on the FTC’s official website before filing.
- Non-compliance with HSR requirements can result in civil penalties of up to $51,744 per day (2024 rate) for failing to file or filing late.
- This tool does not constitute legal advice. Always consult a qualified antitrust attorney before filing any merger notification.
Why This Tool Is Useful
Merger filing fees can represent a significant compliance cost for businesses of all sizes. This tool helps:
- Small business owners planning acquisitions avoid unexpected regulatory costs.
- Legal professionals quickly generate fee estimates for client consultations.
- Corporate teams budget for merger-related expenses during due diligence.
- Stakeholders confirm whether a transaction meets minimum thresholds for HSR filing requirements.
Frequently Asked Questions
Does this tool account for state-level merger filing fees?
No, this tool only calculates U.S. federal HSR Act filing fees. State merger filing requirements and fees vary by jurisdiction; consult a qualified attorney to identify applicable state-level obligations.
What if my transaction value is just below a fee tier threshold?
The FTC uses the exact transaction value to determine fee tiers, with no rounding. If your transaction value is $161.5 million exactly, it falls into the first tier ($45,000 fee). Slight adjustments to transaction structure can sometimes shift the value across a tier threshold.
Is the size of person test always required?
No, the size of person test is waived for all transactions with a value exceeding $805.7 million. For transactions below this threshold, both the acquiring and acquired parties must meet the minimum size requirements to trigger a filing obligation.
Additional Guidance
Regulatory requirements change frequently, and this tool may not reflect real-time updates to FTC or state-level rules. Keep records of all transaction valuation documents to support your filing if requested by regulators. This tool provides estimates only and does not replace professional legal advice. Always verify all calculations with a qualified legal professional before submitting any regulatory filings.