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Date
Rule
New HSR Form - Plans and Reports
Staff
Premerger Notification Office
Response/Comments

The requests in the overlap descriptions section are not limited by geography. In your case, the proper overlapping product description would be “Service X” and all responsive plans and reports concerning Service X must be produced. 

Question

Service X is by necessity provided only in distinct local geographic areas (e.g., cities and counties).

Buyer provides Service X to customers in numerous cities and counties nationwide. Target provides Service X to customers only in certain counties in States A and B. As a result, Buyer and Target overlap for Service X only in County A1 of State A.

Buyer describes the “current and known planned products or services that compete (or could compete) with the target” as “Service X in County A1 of State A.”

Buyer’s business documents analyzing market shares, competition, competitors, or markets, for Service X include those pertaining to (i) local geographic areas, such as County A1 of State A, and (ii) not limited to local geographic areas, e.g., nationwide statistics or players in numerous geographic areas nationwide.

Can you confirm whether the Plans and Reports required to be submitted with the HSR filing may be limited to those pertaining to the local geographic area in which Buyer and Target overlap, i.e., County A1 of State A, and not include those pertaining to other local geographic areas or nationwide.

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice. 

Learn more about Informal Interpretations.