Item 7 must be completed by all filing persons if the acquiring person and the acquired person report revenues in the same, “overlap” NAICS code. Item 7 also requires certain information if an associate of the acquiring person reports in the same NAICS code or industry as the acquired person.
Even if the acquiring person and the acquired person have no overlapping NAICS codes, the acquiring person must still report any relevant associates information in Item 7.
Item 7(a)
Report all 6-digit NAICS code overlaps (manufacturing and non-manufacturing) between the acquiring person, any associate of the acquiring person, and the acquired person.
- The acquiring person and its associates look to the all 6-digit NAICS codes reported by the acquired person unless the UPE is not being acquired. If the UPE is not being acquired, the acquiring person and its associates look to the acquired entity(s)/assets to determine a reporting obligation.
- The acquired person looks to all 6-digit NAICS codes reported by the acquiring person to determine a reporting obligation unless the acquired person’s UPE is not being acquired. If the acquired person’s UPE is not being acquired, the acquired entity(s)/assets look to all 6-digit NAICS codes reported by the acquiring person to determine a reporting obligation.
- Although Item 5 requires revenues by 6-digit NAICS codes and, in the case of manufactured products, 10-digit NAPCS codes, Item 7 requires information based only on 6-digit NAICS codes.
Item 7(b)
- UPE on the Form is the UPE of the other person filing notification and, if known, the entity(s) within that person that derive revenues in the overlapping NAICS code reported in Item 7(a). If unknown, simply insert “unknown” as a response.
- For Item 7 purposes, the Top Level Associate is the last associate up the HSR control chain that controls an entity that derives revenues in the same NAICS code or industry as the acquired person.
- ○ For instance, LP is an associate of Opco, the acquiring person. LP is its own UPE, although GP owns 2% of LP. LP holds 80% of Opco2, which derives revenues in the same NAICS code as the acquired person. In Item 7(b)(ii), LP would be reported as the Top Level Associate because no entity controls LP. Opco2 would be reported in Item 7(b)(ii) as the Entity that Overlaps.
- Determining who associates are uses both HSR control and investment management authority. Once you have determined that an associate has a minority interest in an entity that derives revenues in any 6-digit NAICS code reported by the acquired person, only use HSR control to determine who the top level associate is.
Items 7(c) and 7(d)
- Use 2 letter state abbreviations.
- If required to respond to Item 7(c)(iv) or 7(d)(iv), list state, county, city and street address –sorted alphabetically in that order.