USA Law and Practice Contributed by: Bradley Justus, Lisl Dunlop, Josh Jowdy and Sandhya Taneja, Axinn, Veltrop & Harkrider LLP
may still file on the basis of a non-binding term sheet, but that term sheet must provide “suffi - cient detail about the scope of the entire trans - action that the parties intend to consummate”. That detail should include information regarding ”some combination” of the following terms: • the identity of the parties; • the structure of the transaction; • the scope of what is being acquired; • calculation of the purchase price; • transaction expenses or other material terms. The revised HSR rules also require that filings include exhibits, schedules, side letters, agree - ments not to complete or solicit, and other agreements negotiated in conjunction with the transaction. 3.3 Filing Fees • an estimated closing timeline; • employee retention policies; • post-closing governance; and/or The size of the transaction reported on the par - ties’ HSR Form determines the filing fee. The following fee amounts and transaction value thresholds are effective beginning February 2025: • USD30,000 for transactions valued in excess of USD126.4 million but less than USD179.4 million; • USD105,000 for transactions valued at USD179.4 million or greater but less than USD555.5 million; • USD265,000 for transactions valued at USD555.5 million or greater but less than USD1.111 billion; • USD425,000 or transactions valued at USD1.111 billion or greater but less than USD2.222 billion;
• USD850,000 for transactions valued at USD2.222 billion or greater but less than USD5.555 billion; and • USD2.39 million for transactions valued at USD5.555 billion or greater. Fees may be paid prior to or upon filing. Delays in paying 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 allo - cated 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 typi - cally 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 fil - ing. Among other requirements, the revised HSR Form requires each person to: • describe the transaction structure; • describe their rationales for the transaction; • describe horizontal overlapping products and services currently offered or in development by the parties; • list global revenues and top customers for those identified overlapping products and services;
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