Tips on Completing Item 7 of the HSR Form

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.
  • Even though manufactured products are reported only under 10-digit NAICS product codes, the 6-digit standard for reporting overlaps in Item 7 still applies.

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.
  • The Top Level Associate is the last entity up the HSR control chain that holds the controlling interest in an entity that derives revenues in the same NAICS code or industry as the acquired person. 
    • For instance, Opco, the acquiring person, derives revenues in the same NAICS code or industry as Target, the acquired person.  LP holds 80% of Opco.  LP is its own UPE and GP holds 2% of LP.  LP is the top level associate because no entity above actually holds the controlling interest as there is a break in control at the GP level. 
  • 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.