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 (or the target, as applicable) for the input product/service.
Question
We have a clarifying/confirmatory question regarding the $10 million de minimis exclusion in the “Supply Relationships” section of the HSR Form.
We understand when considering Related Sales, the filing person would only list a relevant product, service, or asset to the extent it represented at least $10 million in revenue for the filing person (from any source, including internal transfers).
When considering Related Purchases, can you confirm that the filing person would only list a relevant product, service or asset to the extent it represented at least $10 million in purchases by the filing person (and, thereby, generated revenue of at least $10 million for others)? We believe this is the case based on the Statement of Basis and Purpose (“SBP”), which notes that “the Commission has determined that the rule should include a de minimis exclusion to reduce the cost of collecting information related to competitively insignificant sales or purchases” (see SBP at 89319). Given the use of the term “revenue” rather than “purchases” following the noted reference in the SBP and in the Related Purchases section of the instructions, however, we just wanted to confirm.