UPDATE: June 6, 2016 – This blog is no longer current. See our new blog, "Wiring your HSR filing fee just got easier," for current information on paying the HSR filing fee.
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. Here are some tips to help ensure that your HSR filing fee payment is received and processed promptly.
The Filing Fee Varies but the Payment Process is 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. The PNO does not receive EWTs directly; instead, they are deposited with the Department of Treasury, which hosts the FTC’s account. Because this account is not just for HSR fees, the PNO staff must manually match up Treasury deposits with specific HSR transactions. This task can be difficult and time consuming without the proper information.
Key Information Helps Match the Filing Fee to the Transaction
A list of the key financial information you must provide to the bank initiating the EWT is found on the PNO website. To help the PNO match the EWT payment to the corresponding HSR filing, it is helpful to provide the following additional information in three separate places: (1) the EWT comment field, (2) the HSR Form, and (3) the cover letter accompanying the HSR filing:
- the payer's taxpayer identification number (Social Security number for natural persons),
- the name of the entity making payment,
- the wire confirmation number, and
- the name of the financial institution transferring the wire.
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 firstname.lastname@example.org.
Avoid other Possible Processing Delays
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, contact the PNO.