Thanks for your patience. With respect to the Related Purchases section, “at least $10 million in revenue (including internal transfers)” refers to the amount paid by the acquiring person for the input product/service.
Question
From: Larson, Peter
Sent: Monday, March 31, 2025 3:07:36 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp
Subject: RE: Related Purchases Question
Thanks for your patience. With respect to the Related Purchases section, “at least $10 million in revenue (including internal transfers)” refers to the amount paid by the acquiring person for the input product/service.
Best,
Peter
From: [Redacted]
Sent: Tuesday, March 25, 2025 3:35:11 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp
Cc: [Redacted]
Subject: Related Purchases Question
Good afternoon,
We have a question regarding the instructions for the “Related Purchases” section of the “Supply Relationship Description”:
“List and briefly describe each product, service, or asset (including data) that the acquiring person incorporates as an input into any product or service and that the acquiring person has purchased, licensed, or otherwise obtained, and which represented at least $10 million in revenue (including internal transfers), in the most recent year (1) from the target or (2) from any other business that, to the acquiring person’s knowledge or belief, competes with the target to provide a substantially similar product, service, or asset. Responses to this item should reflect the acquired person’s existing knowledge of the acquiring person’s business; the acquiring and acquired person should not exchange information for the purpose of answering this item.
For each product, service, or asset listed, for the most recent year, provide:
The purchased amount (in dollars) for (1) the target and (2) any other business that, to the acquiring person’s knowledge or belief, competes with the target to provide a substantially similar product, service, or asset.
. . .
Can you clarify the meaning of “which represented at least $10 million in revenue” as it applies to “Related Purchases”?
Is the “at least $10 million in revenue” threshold referring to the revenue associated with the product or service that incorporates the input purchased from the target (or from any other business that competes with the target to provide a substantially similar product, service, or asset)?
Or should “$10 million in revenue” read as “$10 million in purchases” of the product or service (including internal transfers)?
For example:
• Company A requires Widget X as an input to manufacture spaceships.
• Target and Company B both sell Widget X.
• Company A purchased $100,000 of Widget X from Company B in 2024. Company A used the $100,000 of Widget X to manufacture 100 spaceships.
• Company A earned $10 million or more in revenue from selling the spaceships to its customers.
• Does Company A need to disclose the $100,000 in purchases of Widget X from Company B as a “Related Purchase”?