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The PNO handles Hart-Scott-Rodino Premerger Notification Filings for well over a thousand transactions each year. Each transaction requires the acquiring person to pay an HSR filing fee, which must be paid within two days of filing an HSR Form in order for the HSR waiting period to begin. If payment isn’t received on time, the PNO will "bounce" the filing as incomplete and delay the start of the waiting period.

The FTC has recently made some changes that will make it easier to get your HSR filing fee to the agency.  This blog provides an overview of what’s new.

Fedwire Template

The biggest change is that the PNO now provides a template of the Fedwire Instructions to be used by the person wiring the fee. This template identifies key information that must be provided to your financial institution when wiring the HSR filing fee. It is found on the PNO website and included here:

Fedwire Field

Fedwire Field Name

Required Information

{1510}

Type/Subtype

1000

{2000}

Amount

(enter payment amount)

{3400}

Receiver ABA routing number *

021030004 (if using a non-US bank, include one of the two following SWIFT codes: TREAS_NYC or FRNYUS33XXX)

{3400}

Receiver ABA short name

TREAS NYC

{3600}

Business Function Code

CTR        (or CTP)

{4200}

Beneficiary Identifier (account number)

829000001005

{4200}

Beneficiary Name

FTC – Premerger Notification Office

{5000}

Originator

(enter the name of the originator of the payment)

{6000}

Originator to Beneficiary Information – Line 1

(enter the TIN for the originator of the payment or SSN if a natural person)

{6000}

Originator to Beneficiary Information – Line 2

(enter contact information for the originator of the payment)

{6000}

Originator to Beneficiary Information – Line 3

(enter the entity listed in Item 1(a) of the HSR Form)

* The financial institution address for Treasury’s routing number is 33 Liberty Street, New York, NY  10045

The template includes a new PNO account number, 829000001005, and spells out the information the PNO needs to match HSR filing fees with the corresponding filing:

  • The Taxpayer Identification Number (TIN) for the originator of the payment or SSN if a natural person;
  • The contact information for the originator of the payment; and
  • The entity listed in Item 1(a) of the HSR Form as the Ultimate Parent Entity (UPE).

This information ensures that the PNO knows the name of the entity that wired the money and a contact person we can follow up with if there’s a problem with the wire.  Knowing the name of the Ultimate Parent Entity (UPE) found in Item 1(a) of the HSR Form helps the PNO connect fees with HSR filings, even when the name of the entity that’s paid is different from that of the UPE.

Transmittal Letters

We still require the submission of a transmittal letter (an original and one copy) with the HSR Filing. When the person submitting the transmittal letter is also paying a filing fee, the letter should include the following information:

  • The TIN for the originator of the payment or SSN if a natural person;
  • The entity listed in Item 1(a) of the HSR Form; and
  • If payment is made by EWT, the Confirmation Number for the EWT.

If any of the above information is not available at the time of filing, you can still file but you should provide this information as soon as it is available via email to Theresa Kingsberry at tkingsberry@ftc.gov.

All other requirements for wiring the filing fee remain the same

Under 16 C.F.R. §803.9, each acquiring person in an HSR reportable transaction is responsible for ensuring the payment of the filing fee. Some parties split the fee, but the waiting period will not start until the full fee amount has been paid. Only one fee per transaction is required, and it is payable to the Federal Trade Commission (no additional fee is submitted to the Antitrust Division of the Department of Justice). The fee amount is tiered at $45,000, $125,000, or $280,000, based on the annually adjusted "size of transaction" threshold. Current thresholds can be found under Filing Fee Information on the PNO webpage.

The fee must be paid in U.S. currency, and must be net of any service, transfer, or wiring fees charged by a bank or financial institution. You may pay by electronic wire transfer (EWT), a bank cashier's check, or certified check, but the preferred and most commonly used payment method is EWT.

In the PNO’s experience, it often takes longer for a fee payment to arrive from a foreign bank so be sure to take that into consideration when you get ready to file and allow sufficient time. In addition, financial institutions typically charge processing fees, which can lead to a payment that is less than the applicable HSR filing fee. Be sure to find out about any relevant bank fee before setting up the wire transfer or obtaining a check. You should not estimate and overpay if you are unsure of the bank fee – returning nominal overpayments is very time consuming and burdensome for PNO staff. If your fee is slightly short as a result of unanticipated bank fees, the PNO will contact you to arrange for payment of the shortage but this will not delay the start of the waiting period.

As always, if you have questions about HSR filings and filing fees, contact the PNO.

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