Merger Filing Fee Calculator

This tool estimates merger filing fees for transactions subject to U.S. antitrust review. It helps small business owners, legal professionals, and corporate teams plan compliance costs ahead of regulatory submissions. Fees are based on current Hart-Scott-Rodino (HSR) Act thresholds.
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Merger Filing Fee Calculator

Estimate antitrust filing fees for U.S. and custom jurisdiction mergers

Your fee estimate will appear here after calculation.

How to Use This Tool

Follow these steps to estimate your merger filing fee:

  1. Select your jurisdiction from the dropdown (U.S. Federal HSR Act is the default for most interstate transactions).
  2. Enter the total transaction value in the input field, then select the correct unit (Thousands, Millions, or Billions of USD).
  3. Choose the transaction type and filing party from the respective dropdowns.
  4. Click the Calculate button to view your estimated fee and full breakdown.
  5. Use the Reset button to clear all inputs and start over, or the Copy button to copy results to your clipboard.

Formula and Logic

This tool uses official thresholds set by the U.S. Federal Trade Commission (FTC) for Hart-Scott-Rodino (HSR) Act filings, updated annually. The calculation logic is as follows:

  • Transaction value is converted to total USD using the selected unit (Thousands × 1,000; Millions × 1,000,000; Billions × 1,000,000,000).
  • The fee tier is determined by comparing the total USD value to current HSR thresholds:
    • Tier 1: ≤ $251.4 million USD → $45,000 fee
    • Tier 2: $251.4 million – $1.007 billion USD → $125,000 fee
    • Tier 3: > $1.007 billion USD → $280,000 fee
  • For custom jurisdiction selections, you will be prompted to enter manual fee tiers if applicable.

Note: HSR fees are paid once per transaction, regardless of whether parties file jointly or separately.

Practical Notes

Merger filing requirements vary by jurisdiction and transaction type. Key considerations for legal compliance:

  • HSR filings are required for transactions where the acquiring person will hold more than $101.5 million in voting securities/assets of the target, and both parties meet size-of-person thresholds (one party has $23.1 million+ in annual net sales/assets, the other $231 million+).
  • Filing fees are non-refundable, even if the transaction is abandoned or the FTC challenges the merger.
  • State-level antitrust filings (e.g., California, New York) may have separate fee structures not covered by this tool.
  • Always consult a qualified antitrust attorney to confirm filing requirements, as this tool only estimates fees for eligible transactions.

Why This Tool Is Useful

Merger filing fees are a critical early cost in any corporate transaction. This tool helps:

  • Small business owners budget for compliance costs before entering merger negotiations.
  • Legal professionals quickly generate fee estimates for client consultations without manual threshold lookups.
  • Corporate teams align transaction structures with budget constraints by testing different value scenarios.
  • Reduce errors from manual calculations using outdated threshold values.

Frequently Asked Questions

Do I need to file for a merger if the transaction value is below $251.4 million?

Not necessarily. HSR filing requirements depend on both transaction value and size-of-person thresholds. Even if the transaction value is below $251.4 million, you may still need to file if both parties meet the size and voting securities holding thresholds set by the FTC.

Can I get a refund if my merger filing is rejected?

No. HSR filing fees are non-refundable under FTC rules, even if the filing is incomplete, rejected, or the transaction is terminated before closing. Ensure all filing materials are accurate before submitting payment.

Does this tool cover state-level merger filing fees?

This tool defaults to U.S. Federal HSR Act fees. Select "Custom Threshold" in the jurisdiction dropdown to enter state-specific fee tiers if you are handling a transaction subject to state antitrust laws. Always verify state requirements with local counsel.

Additional Guidance

Regulatory thresholds are updated annually (typically in January) by the FTC. Always check the FTC’s official website for the most current filing fee amounts and transaction thresholds before submitting a filing.

This tool provides estimates only and does not constitute legal advice. Merger filing requirements are complex and vary by transaction structure, jurisdiction, and industry. Consult a qualified antitrust attorney to confirm your compliance obligations.

For joint filings, only one fee is required per transaction, regardless of the number of filing parties. Ensure all required pre-filing materials (e.g., financial statements, transaction agreements) are prepared before submitting your fee payment.