USA Law and Practice Contributed by: Bradley Justus, Lisl Dunlop, Josh Jowdy and Sandhya Taneja, Axinn
ficiently detailed term sheet. See 3.2 Type of Agree- ment Required Prior to Notification . Once the waiting period ends, the parties have one year to close the transaction before a new filing is needed. In the case of an acquisition of less than a controlling interest in a corporation, the Acquiring Per - son has one year to meet or cross the notification threshold (based on size-of-transaction) it reported on its filed HSR Form. Once the reported threshold is met or crossed, for four more years, the Acquiring Person may acquire further voting securities from the same Acquired Person without further HSR filing as long as the Acquiring Person’s total holdings do not cross the next, higher HSR notification threshold. 3.2 Type of Agreement Required Prior to Notification A signed agreement, such as a detailed term sheet, merger agreement, or purchase and sale agreement, typically must be submitted with each HSR filing, with the exception of certain types of transactions, such as tender offers, secondary acquisitions and certain bankruptcy transactions. Agreements need not be for - mal or binding, but parties must attest to a good faith intention to complete the transaction. The February 2025 revisions to the HSR rules imposed new requirements that parties may only file HSR on the basis of a non-definitive agreement (such as a term sheet or letter of intent) if the non-definitive agreement contains “sufficient detail” about the transaction. In February 2026, those 2025 HSR rules were vacated by a federal trial court, and as of May 2026 they are no longer in effect (pending appeal by the FTC). As a result, parties may once again file HSR notifications on the basis of a simple letter of intent, as had been permitted prior to the February 2025 rule revisions. 3.3 Filing Fees The size of the transaction reported on the parties’ HSR Form determines the filing fee. The following fee amounts and transaction value thresholds are effec - tive beginning February 2026: • USD35,000 for transactions valued in excess of USD133.9 million but less than USD189.6 million;
• USD110,000 for transactions valued at USD189.6 million or greater but less than USD586.9 million; • USD275,000 for transactions valued at USD586.9 million or greater but less than USD1.174 billion; • USD440,000 for transactions valued at USD1.174 billion or greater but less than USD2.347 billion; • USD875,000 for transactions valued at USD2.347 billion or greater but less than USD5.869 billion; and • USD2.46 million for transactions valued at USD5.869 billion or greater. Fees may be paid prior to or upon filing. Delays in pay - ing filing fees can delay the effective date of the filing. The Acquiring Person is responsible for payment of the filing fee, although it may be allocated between the parties by agreement. Fees are payable by electronic wire transfer (EWT), bank cashier’s cheque or certified cheque. Fees must be paid in US currency. 3.4 Parties Responsible for Filing For most transactions, both the Acquiring and the Acquired Persons must submit separate HSR filings. As a matter of practice, parties typically co-ordinate on the content and timing of their respective filings. 3.5 Information Included in a Filing A complete HSR filing consists of the HSR Form(s) (including required attachments and accompanying affidavit(s)) and the filing fee. HSR Form On 10 February 2025, the HSR rules were revised to significantly expand the scope of information required for inclusion in an HSR filing. However, in February 2026, a federal trial court in Texas vacated the 2025 revisions to the HSR rules: the court found that the 2025 revisions exceed the FTC’s statutory rule-mak - ing authority, because the enforcement benefits of the new rules do not “reasonably outweigh” the burden imposed on contracting parties. In March 2026, the US Court of Appeals for the Fifth Circuit denied the FTC’s motion to stay the court’s vacatur order. As a result, as of March 2026, the February 2025 HSR rules are no longer in effect and the agencies have reverted to the less burdensome, pre-2025 processes for HSR filings. The FTC’s appeal remains active in the Fifth Circuit, but the FTC has signalled in court filings that
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