2502005 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Tuesday, February 25, 2025 5:08 PM
To: 	HSR Auto Forward List
Subject: 	FW: Question about the Overlap Description
From: Shaffer, Kristin
Sent: Tuesday, February 25, 2025 5:08:15 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp
Subject: RE: Question about the Overlap Description
The Competing Product or Service Details section of the Form should be completed only for products and services that
compete or could compete with those of the other party. This assessment should be based on a businessperson’s
understanding of the acquiring person’s or target’s (as appropriate) business operations and be consistent with business
documents. The person certifying the HSR Form (in consultation with others within the filing person and the entities it
controls, as needed) is in the best position to decide whether the products or services compete or could compete.
Best regards,
Kristin
From:
Sent: Friday, February 21, 2025 10:48 AM
To: HSRHelp
Subject: Question about the Overlap Description
I am working on a transaction in which there is a NAICS code overlap but the two parties do not compete because of
geographic separation. We will address the reason there is no actual competition in the Overlap Description. Given
these facts, I assume that I don’t need to provide information in the Overlap Description about sales and customers (i.e.,
identifying customer categories, top 10 customers), since the parties don’t actually compete. Please let me know if you
agree. Thanks.
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