81 FR 39957 - United States v. GTCR Fund X/A AIV LP, et al.; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICE
Antitrust Division

Federal Register Volume 81, Issue 118 (June 20, 2016)

Page Range		39957-39967
FR Document		2016-14497
Federal Register, Volume 81 Issue 118 (Monday, June 20, 2016)
[Federal Register Volume 81, Number 118 (Monday, June 20, 2016)]
[Notices]
[Pages 39957-39967]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-14497]


-----------------------------------------------------------------------

DEPARTMENT OF JUSTICE

Antitrust Division


United States v. GTCR Fund X/A AIV LP, et al.; Proposed Final 
Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Hold Separate Stipulation and Order, and Competitive Impact Statement 
have been filed with the United States District Court for the District 
of Columbia in United States of America v. GTCR Fund X/A AIV LP et al., 
Civil Action No. 1:16-cv-01091. On June 10, 2016, the United States 
filed a Complaint alleging that GTCR and Cision's proposed acquisition 
of PR Newswire from UBM plc would violate Section 7 of the Clayton Act, 
15 U.S.C. 18. The proposed Final Judgment, filed at the same time as 
the Complaint, requires the defendants to divest PR Newswire's Agility 
and Agility Plus business.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement are available for inspection on the Antitrust 
Division's Web site at http://www.justice.gov/atr and at the Office of 
the Clerk of the United States District Court for the District of 
Columbia. Copies of these materials may be obtained from the Antitrust 
Division upon request and payment of the copying fee set by Department 
of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, including the name of the submitter, and 
responses thereto, will be posted on the Antitrust Division's Web site, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be directed to Scott A. Scheele, 
Chief, Telecommunications and Media Enforcement Section, Antitrust 
Division, Department of Justice, 450 Fifth Street NW., Suite 7000, 
Washington, DC 20530 (telephone: 202-616-5924).

Patricia A. Brink,
Director of Civil Enforcement.

United States District Court for the District of Columbia

    United States of America, Department of Justice, Antitrust 
Division, 450 5th Street NW., Suite 7000, Washington, DC 20530, 
Plaintiff, v. GTCR Fund X/A AIV LP, 300 North LaSalle Street, Suite 
5600, Chicago, IL 60654, Cision US Inc., 130 East Randolph Street, 
7th Floor, Chicago, IL 60601, UBM PLC, Ogier House, The Esplanade, 
St. Helier, Jersey, JE4 9WG, PRN Delaware, Inc., 2 Penn Plaza, 15th 
Floor, New York, NY 10121, and PWW Acquisition LLC, 300 North 
LaSalle Street, Suite 5600, Chicago, IL 60654, Defendants.

Case No.: 1:16-cv-01091
Judge: Thomas F. Hogan
Filed: 06/10/2016

COMPLAINT

    The United States of America (``United States''), acting under the 
direction of the Attorney General of the United States, brings this 
civil action to enjoin the proposed acquisition of Defendant PRN 
Delaware, Inc. (``PRN''), a subsidiary of Defendant UBM plc (``UBM''), 
by Defendant GTCR Fund X/A AIV LP (``GTCR'') through its subsidiary 
Defendant PWW Acquisition LLC (``PWW'') (collectively, the 
``transaction''), and to obtain other equitable relief.

I. NATURE OF THE ACTION

    1. Businesses, nonprofits, and other organizations rely on media 
contact databases to identify journalists and other influencers for 
public relations purposes. GTCR's subsidiary, Defendant Cision US Inc. 
(``Cision''), operates the dominant media contact database in the 
United States as part of its flagship public relations workflow 
software suite. As a result of the transaction, GTCR will acquire UBM's 
PR Newswire business, which operates the third largest media contact 
database in the United States as part of its public relations workflow 
software suites sold under the Agility and Agility Plus brands 
(``Agility''). Cision and Agility compete directly to serve media 
contact database customers throughout the United States.
    2. Cision and Agility face limited competition in the sale of media 
contact databases in the United States. Only one other media contact 
database has gained more than a de minimis market share. Elimination of 
the competition between Cision and Agility would leave many customers 
in the United States with only two media contact database companies 
capable of fulfilling their

[[Page 39958]]

needs. The two remaining companies would have decreased incentives to 
discount their media contact database subscription prices during 
negotiations with prospective customers or improve their products to 
meet competition. As a result, the transaction would likely result in 
many consumers paying higher net prices and receiving lower quality 
products and services than they would absent the transaction.
    3. Accordingly, the transaction likely would substantially lessen 
competition in the media contact database market in the United States 
in violation of Section 7 of the Clayton Act, 15 U.S.C. 18, and should 
be enjoined.

II. JURISDICTION, VENUE, AND INTERSTATE COMMERCE

    4. The United States brings this action under Section 15 of the 
Clayton Act, 15 U.S.C. 25, as amended, to prevent and restrain 
Defendants from violating Section 7 of the Clayton Act, 15 U.S.C. 18.
    5. This Court has subject matter jurisdiction over this action 
pursuant to Section 15 of the Clayton Act, 15 U.S.C. 25, and 28 U.S.C. 
1331, 1337(a), and 1345. Defendants are engaged in interstate commerce 
and in activities substantially affecting interstate commerce. GTCR, 
through Cision and other subsidiaries, and UBM, through PRN and other 
subsidiaries, market and sell their respective products and services, 
including their public relations workflow software suites, throughout 
the United States and regularly transact business and transmit data in 
connection with these activities in the flow of interstate commerce.
    6. Defendants have consented to venue and personal jurisdiction in 
this District. This Court has personal jurisdiction over each 
Defendant, and venue is proper under Section 12 of the Clayton Act, 15 
U.S.C. 22, and 28 U.S.C. 1391(b) and (c).

III. THE DEFENDANTS AND THE TRANSACTION

    7. GTCR is a private equity firm headquartered in Chicago, 
Illinois. GTCR owns Cision, a leading public relations workflow 
software company. Cision's U.S. revenues were approximately $227 
million in 2015.
    8. UBM is a global events marketing and communications services 
business headquartered in St. Helier, Jersey. UBM owns the PR Newswire 
business, a leading provider of commercial newswire services. PR 
Newswire's 2015 U.S. revenues totaled approximately $209 million.
    9. Pursuant to a Purchase and Sale Agreement dated December 14, 
2015, PWW--a subsidiary of GTCR--agreed to acquire PR Newswire from UBM 
for a base purchase price of $850 million. The transaction would result 
in GTCR becoming the new owner of Agility, eliminating it as an 
independent competitor in the media contact database market.

IV. TRADE AND COMMERCE

A. Relevant Product Market: Media Contact Databases

    10. Media contact databases enable users to look up the contact 
information of one or more of the following classes of persons: Print 
journalists, broadcast journalists, online journalists, other 
journalists, or other ``influencers'' (e.g., individuals that are 
influential on social media with respect to a given topic). Media 
contact databases typically also enable users to create customized 
lists of contacts they can then use for targeting outreach to 
particular groups of journalists and influencers important to the 
users. Customers typically purchase annual subscriptions to media 
contact databases at prices individually negotiated with public 
relations workflow software companies.
    11. Media contact databases are essential to the day-to-day 
operations of many large companies and public relations agencies. Those 
organizations frequently need to maintain contact with a large number 
of journalists and influencers across a wide variety of media outlets. 
For such organizations, manually maintaining up-to-date lists of all 
relevant media contacts would be highly labor-intensive and imprecise. 
Thus, that approach does not present a viable alternative to purchasing 
access to a media contact database. On the other hand, Cision and PR 
Newswire have developed longstanding and collaborative relationships 
with media outlets that they can leverage to more efficiently update 
their media contact databases. They also have sizable user bases on 
which they can rely to identify and flag out-of-date contact 
information in their media contact databases.
    12. Developing and maintaining a media contact database competitive 
with those offered by the three companies with more than a de minimis 
share would be highly costly and labor-intensive. To develop such a 
database, it would be necessary to compile contact information for at 
least several hundred thousand media contacts. In addition, after 
compiling that information, a media contact database company would need 
to incur significant ongoing costs to update that information 
frequently to ensure its accuracy.
    13. Media contact databases constitute a relevant product market 
and line of commerce under Section 7 of the Clayton Act, 15 U.S.C. 18. 
GTCR, through Cision, and UBM, through PR Newswire, are participants in 
this market.

B. Relevant Geographic Market

    14. The relevant geographic market is the United States. Customers 
in the United States generally require a database that provides 
comprehensive coverage of U.S.-based media contacts and value a 
domestic presence for sales, service, and support. A hypothetical 
monopolist of databases with U.S. based-media contacts and a U.S. 
presence would be able profitably to impose small but significant and 
non-transitory price increases on customers in the United States.

C. Anticompetitive Effects of the Transaction

    15. Customers in the United States have few effective choices for 
media contact databases. For many customers, there are only three media 
contact databases with sufficiently robust and up-to-date coverage of 
U.S.-based media contacts to meet their public relations needs. The 
transaction will merge two of those databases and will thus be a 
``merger to duopoly'' for those customers, leaving Cision as one of 
only two bidders they would seriously consider. Although there are 
nominally other media contact databases, they serve a very small 
segment of the market and lack sufficient coverage to satisfy many 
customers' public relations needs.
    16. The elimination of competition from Agility would substantially 
reduce the two remaining bidders' incentives to offer lower prices, 
better services, or better products to win business from prospective 
customers. Consumers in the United States will likely experience higher 
prices, worse services, and inferior products as a result. Moreover, 
many customers for whom only two media contact database options will 
remain in the market after the transaction will be vulnerable to 
anticompetitive effects resulting from coordinated interaction. The two 
remaining companies could identify customers with limited options, and 
the resultant coordinated interaction could keep prices high, quality 
low, and innovation diminished for such customers.
    17. In addition, Agility plays a unique competitive role in the 
marketplace. As an aggressive, frequently low-cost bidder for contracts 
with prospective media contact database customers, Agility pressures 
its two rivals to lower

[[Page 39959]]

their bid prices or risk losing substantial numbers of customers. No 
such constraint will remain after the transaction.
    18. Cision currently has a dominant share of the media contact 
database market in the United States. The transaction would further 
enhance its market position and bargaining power with many customers. 
Accordingly, the transaction increases the likelihood that Cision could 
profitably exercise its market power in the future.

D. Entry

    19. Due to the costs of developing and updating a media contact 
database with information for at least several hundred thousand media 
contacts, it is unlikely that entry or expansion into the media contact 
database market in the United States would be timely, likely, or 
sufficient to defeat the likely anticompetitive effects of the 
transaction.
    20. Moreover, Cision and PR Newswire's positions in the marketplace 
have afforded them advantages unavailable to most new entrants. It 
would take an extensive period of time for a new entrant to build 
relationships with media outlets, to build its reputation among 
purchasers, and to grow its user base to be comparable to the 
Defendants' offerings.

V. VIOLATION ALLEGED

    21. The United States hereby incorporates paragraphs 1 through 20.
    22. The transaction would likely substantially lessen competition 
in the national market for media contact databases in violation of 
Section 7 of the Clayton Act, 15 U.S.C. 18.
    23. Unless enjoined, the transaction would likely have the 
following anticompetitive effects, among others:
    a. competition in the development, provision, and sale of media 
contact databases in the United States will likely be substantially 
lessened;
    b. prices for media contact databases will likely increase; and
    c. innovation and quality of media contact databases will likely 
decrease.

VI. REQUESTED RELIEF

    24. The United States requests that this Court:
    a. adjudge and decree that the transaction violates Section 7 of 
the Clayton Act, 15 U.S.C. 18;
    b. permanently enjoin and restrain Defendants and all persons 
acting on their behalf from carrying out the transaction, or entering 
into any other agreement, understanding, or plan by which PR Newswire 
would be acquired by GTCR, Cision, or any affiliated entity;
    c. award the United States its costs in this action; and
    d. award the United States such other and further relief as may be 
just and proper.

Dated: June 10, 2016

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA:

/s/--------------------------------------------------------------------

Renata B. Hesse (D.C. Bar #466107)
Principal Deputy Assistant Attorney General

/s/--------------------------------------------------------------------

Patricia A. Brink
Director of Civil Enforcement

/s/--------------------------------------------------------------------

Scott A. Scheele (D.C. Bar #429061)
Chief, Telecommunications & Media Enforcement Section

/s/--------------------------------------------------------------------

Lawrence M. Frankel (D.C. Bar #441532)
Assistant Chief, Telecommunications & Media Enforcement Section

/s/--------------------------------------------------------------------

Jonathan M. Justl *
Brent E. Marshall
Matthew Jones (D.C. Bar #1006602)
Trial Attorneys

United States Department of Justice, Antitrust Division, 
Telecommunications & Media Enforcement Section, 450 Fifth Street 
NW., Suite 7000, Washington, DC 20530, Phone: 
202[dash]598[dash]8164, Facsimile: 202[dash]514[dash]6381, E-mail: 
[email protected]

* Attorney of Record

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. GTCR Fund X/A AIV LP, 
Cision US Inc., UBM PLC, PRN Delaware, Inc., and PWW Acquisition 
LLC, Defendants.

Case No.: 1:16-cv-01091
Judge: Thomas F. Hogan
Filed: 06/10/2016

COMPETITIVE IMPACT STATEMENT

    Plaintiff United States of America (``United States''), pursuant to 
Section 2(b) of the Antitrust Procedures and Penalties Act (``APPA'' or 
``Tunney Act''), 15 U.S.C. 16, files this Competitive Impact Statement 
relating to the proposed Final Judgment submitted for entry in this 
civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

    Defendant GTCR Fund X/A AIV LP (``GTCR''), through its subsidiary 
Defendant PWW Acquisition LLC (``PWW''), and Defendant UBM plc 
(``UBM'') entered into a Purchase and Sale Agreement, dated December 
14, 2015, pursuant to which GTCR intends to acquire PR Newswire from 
UBM for $850 million. The United States filed a civil antitrust 
Complaint on June 10, 2016, seeking to enjoin the proposed acquisition. 
The Complaint alleges that the proposed acquisition likely would 
substantially lessen competition in the media contact database market 
in the United States in violation of Section 7 of the Clayton Act, 15 
U.S.C. 18. This loss of competition would likely result in customers 
paying higher prices for media contact databases and receiving lower 
quality services.
    At the same time the Complaint was filed, the United States also 
filed a Hold Separate Stipulation and Order (``Hold Separate Order'') 
and proposed Final Judgment, which are designed to eliminate the 
anticompetitive effects of the acquisition. Under the proposed Final 
Judgment, which is explained more fully below, Defendants are required 
to divest PR Newswire's business of providing the Agility and Agility 
Plus-branded public relations workflow software to customers located in 
the United States and the United Kingdom (the ``Agility Business'' or 
``Agility''). Under the terms of the Hold Separate Order, Defendants 
will take certain steps to ensure that the Agility Business is operated 
as a competitively independent, economically viable and ongoing 
business concern, that the Agility Business will remain independent and 
uninfluenced by the consummation of the acquisition, and that 
competition is maintained during the pendency of the ordered 
divestiture.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment would terminate this action, except that 
the Court would retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof.

II. Description of the Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Transaction

    GTCR is a private equity firm headquartered in Chicago, Illinois. 
GTCR owns Defendant Cision US Inc. (``Cision''), a leading public 
relations workflow software company. Cision's U.S. revenues were 
approximately $227 million in 2015.
    UBM is a global events marketing and communications services 
business headquartered in St. Helier, Jersey. UBM owns the PR Newswire 
business, a leading provider of commercial newswire services. PR 
Newswire's 2015 U.S. revenues totaled approximately $209 million.

[[Page 39960]]

    Cision is the dominant media contact database provider the United 
States through its flagship public relations workflow software 
suite.\1\ Pursuant to the proposed transaction, GTCR will acquire UBM's 
PR Newswire business, which through Agility is the third-largest media 
contact database provider in the United States. The proposed 
acquisition would eliminate PR Newswire as an independent competitor 
and further enhance Cision's dominant position in the media contact 
database market.
---------------------------------------------------------------------------

    \1\ ``Public relations workflow software'' refers to software 
that a developer has designed for the purpose of enabling users to 
identify media contacts, monitor media coverage, and/or analyze a 
media campaign's performance.
---------------------------------------------------------------------------

    The proposed acquisition, as initially agreed to by Defendants on 
December 14, 2015, would lessen competition substantially in the media 
contact database market in the United States. This acquisition is the 
subject of the Complaint and proposed Final Judgment filed today by the 
United States.

B. Competitive Effects of the Transaction in the Media Contact Database 
Market

i. The Relevant Market
    Media contact databases enable users to look up the contact 
information for journalists and other ``influencers'' (e.g., 
individuals that are influential on social media with respect to a 
given topic). Media contact databases typically also enable users to 
create customized lists of contacts they can use for targeting outreach 
to particular groups of journalists and influencers important to the 
users. Customers usually purchase annual subscriptions to media contact 
databases at prices individually negotiated with public relations 
workflow software companies.
    Media contact databases are essential to the day-to-day operations 
of many large companies and public relations agencies. These 
organizations often need to maintain contact with a large number of 
journalists and influencers across a wide variety of media outlets. For 
such organizations, manually maintaining up-to-date lists of all 
relevant media contacts would be highly labor intensive and imprecise. 
Thus, for these organizations, manually maintaining media contacts is 
not a viable alternative to purchasing access to a media contact 
database. For these reasons, the Complaint alleges that media contact 
databases constitute a relevant product market and line of commerce 
under Section 7 of the Clayton Act, 15 U.S.C. 18.
    The Complaint further alleges that the relevant geographic market 
is the United States. Customers in the United States generally require 
a database that provides comprehensive coverage of U.S.-based media 
contacts and value a domestic presence for sales, service, and support. 
According to the Complaint, a hypothetical monopolist of databases with 
U.S.-based media contacts and a U.S. presence would be able profitably 
to impose small but significant and non-transitory price increases on 
customers in the United States.
ii. The Proposed Acquisition Would Produce Anticompetitive Effects
    According to the Complaint, customers in the United States have few 
meaningful choices for media contact databases. For many customers, 
only Cision, PR Newswire (through Agility), and a third firm provide 
media contact databases with sufficiently robust and up-to-date 
coverage of U.S.-based media contacts to meet their public relations 
needs. The proposed acquisition will be a ``merger to duopoly'' for 
these customers, leaving Cision--which is already the dominant provider 
in the market--as one of only two bidders they would seriously 
consider. Although there are other nominal providers of media contact 
databases, these firms serve a very small segment of the market and 
lack sufficient coverage to meet many customers' needs.
    The elimination of competition from Agility would substantially 
reduce the two remaining bidders' incentives to offer lower prices, 
better services, or better products to win business from prospective 
customers. As alleged in the Complaint, prior to the proposed 
acquisition, Agility was an aggressive, frequently low-cost bidder for 
contracts with prospective media contact database customers, and the 
loss of competition from Agility will likely result in higher prices, 
worse services, and inferior products. In addition, the overall 
reduction in significant media contact database providers from three to 
two will leave many customers vulnerable to anticompetitive effects 
resulting from coordinated interaction. Cision and the other remaining 
firm could identify customers with limited options and, through 
coordinated interaction, raise those customers' prices and reduce the 
quality of services that they receive.
iii. Timely Entry Is Unlikely
    Due to the costs of developing and updating a media contact 
database with information for at least several hundred thousand media 
contacts, the Complaint alleges that it is unlikely that entry or 
expansion into the media contact database market in the United States 
would be timely, likely, or sufficient to defeat the likely 
anticompetitive effects of the proposed acquisition.
    Moreover, Cision and PR Newswire's positions in the marketplace 
have afforded them advantages unavailable to most new entrants. Over 
the years, Cision and PR Newswire have developed longstanding and 
collaborative relationships with media outlets that they can leverage 
to more efficiently update their media contact databases. They also 
have sizable user bases on which they can rely to identify and flag 
out-of-date contact information in their media contact databases. It 
would take an extensive period of time for a new entrant to build such 
relationships with media outlets, to build its reputation among 
purchasers, and to grow its user base to be comparable to the 
Defendants' offerings.

III. Explanation of the Proposed Final Judgment

A. Divestiture of the Agility Business

    The divestiture requirement of the proposed Final Judgment will 
eliminate the anticompetitive effects of the transaction in the media 
contact database market in the United States by maintaining Agility as 
an independent, economically viable competitor. The proposed Final 
Judgment requires Defendants to divest Agility to Innodata Inc. 
(``Innodata'') or another acquirer acceptable to the United States in 
its sole discretion. Pursuant to Paragraph IV.A, Defendants' 
divestiture of Agility must be completed within thirty (30) calendar 
days after (i) the signing of the Hold Separate Order, or (ii) 
consummation of the transaction, whichever is later. The United States 
may, in its sole discretion, agree to one or more extensions of this 
time period not to exceed 90 calendar days in total.
    The ``Divestiture Assets'' are defined in Paragraph II.D of the 
proposed Final Judgment to cover all tangible assets comprising the 
Agility Business and all intangible assets used in the development, 
marketing, and provision of public relations workflow software by the 
Agility Business. Those assets include all of Agility's contracts with 
customers whose primary location is inside the United States or the 
United Kingdom, and all of Agility's intellectual property.\2\
---------------------------------------------------------------------------

    \2\ The divestiture assets do not include, however, contracts 
with Agility customers whose primary location is outside the United 
States and the United Kingdom, or certain assets that PR Newswire 
used for non-Agility products, such as PR Newswire's Oracle 
Enterprise Single Sign-On user authentication system and leases for 
real property used by both the Agility Business and other PR 
Newswire businesses. Thus, Defendants will be able to retain back-
office systems or other assets and contracts used at the corporate 
level to support their remaining operations, and which an acquirer 
could supply for itself. In addition, inclusion of U.K. customers, 
along with U.S. customers, will give the divestiture buyer greater 
scale.

---------------------------------------------------------------------------

[[Page 39961]]

    Pursuant to Paragraph IV.I of the proposed Final Judgment, the 
assets must be divested in such a way as to satisfy the United States 
in its sole discretion that the operations can and will be operated by 
the purchaser as a viable, ongoing business that can compete 
effectively in the relevant market. To this end, the Defendants must 
divest the entire Agility Business, including the media contact 
database as well as the other Agility software modules, as the media 
contact database is often sold with these other modules as part of an 
integrated suite. Defendants must take all reasonable steps necessary 
to accomplish the divestiture quickly and shall cooperate with 
prospective purchasers.
    In addition, Paragraph IV.G of the proposed Final Judgment gives 
the purchaser of the Divestiture Assets the right to require Defendants 
to enter into a transition services agreement. This provision is 
designed to ensure that the purchaser can obtain any transitional 
services necessary to facilitate continuous operation of the divested 
assets until the purchaser can provide such capabilities independently.
    In the event that Defendants do not accomplish the divestiture 
within the periods prescribed in the proposed Final Judgment, Section V 
of the proposed Final Judgment provides that the Court will appoint a 
trustee selected by the United States to effect the divestiture. If a 
trustee is appointed, the proposed Final Judgment provides that 
Defendants will pay all costs and expenses of the trustee. The 
trustee's commission will be structured so as to provide an incentive 
for the trustee based on the price obtained and the speed with which 
the divestiture is accomplished. After his or her appointment becomes 
effective, the trustee will file monthly reports with the Court and the 
United States setting forth his or her efforts to accomplish the 
divestiture. At the end of six months after the trustee's appointment, 
if the divestiture has not been accomplished, the trustee and the 
United States will make recommendations to the Court, which shall enter 
such orders as appropriate, in order to carry out the purpose of the 
trust, including extending the trust or the term of the trustee's 
appointment.
    The divestiture provisions of the proposed Final Judgment will 
eliminate the anticompetitive effects of the acquisition in the 
provision of media contact databases in the United States.

B. Notification of Future Transactions

    Section XI of the proposed Final Judgment requires Cision, 
Defendant PRN Delaware, Inc., and GTCR, during any period in which GTCR 
or its related entities have a direct or indirect controlling ownership 
interest or certain management rights in Cision (collectively, the 
``Operating Defendants''), to provide advanced notification of certain 
transactions not otherwise subject to the reporting and waiting period 
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 
1976, as amended, 15 U.S.C. 18a (the ``HSR Act''). Specifically, the 
Operating Defendants shall not acquire any assets of or any interest in 
any provider of public relations workflow software during the term of 
the Final Judgment without providing notification to the United States 
at least thirty (30) calendar days in advance of the transaction. 
Section XI then provides for waiting periods and opportunities for the 
United States to obtain additional information similar to the 
provisions of the HSR Act before such transactions can be consummated. 
This provision is intended to inform the Antitrust Division of 
transactions that may raise competitive concerns similar to those 
remedied here and to provide the Antitrust Division with the 
opportunity, if needed, to seek effective relief.

C. Hold Separate Provisions

    In connection with the proposed Final Judgment, Defendants have 
agreed to the terms of a Hold Separate Order, which is intended to 
ensure that the Divestiture Assets are operated as a competitively 
independent and economically viable ongoing business concern and that 
competition is maintained during the pendency of the ordered 
divestiture. Sections V(A)-(B) of the Hold Separate Order specify that 
the Divestiture Assets will be maintained as separate viable businesses 
and that Operating Defendants' employees will not gain access to the 
books and records or the competitively sensitive sales, marketing and 
pricing information of or be involved in decision-making related to the 
Divestiture Assets prior to divestiture. Sections V(C)-(E) further 
require that Defendants use all reasonable efforts to maintain and 
increase the sales and revenues of the Divestiture Assets and that they 
provide sufficient working capital and credit to maintain the condition 
and competitiveness of the Divestiture Assets.

IV. Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in federal court to recover three times 
the damages the person has suffered, as well as costs and reasonable 
attorneys' fees. Entry of the proposed Final Judgment will neither 
impair nor assist the bringing of any private antitrust damage action. 
Under the provisions of Section 5(a) of the Clayton Act, 15 U.S.C. 
16(a), the proposed Final Judgment has no prima facie effect in any 
subsequent private lawsuit that may be brought against Defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least sixty (60) days preceding 
the effective date of the proposed Final Judgment within which any 
person may submit to the United States written comments regarding the 
proposed Final Judgment. Any person who wishes to comment should do so 
within sixty (60) days of the date of publication of this Competitive 
Impact Statement in the Federal Register, or the last date of 
publication in a newspaper of the summary of this Competitive Impact 
Statement, whichever is later. All comments received during this period 
will be considered by the United States Department of Justice, which 
remains free to withdraw its consent to the proposed Final Judgment at 
any time prior to the Court's entry of judgment. The comments and the 
response of the United States will be filed with the Court. In 
addition, comments will be posted on the U.S. Department of Justice, 
Antitrust Division's Internet Web site and, under certain 
circumstances, published in the Federal Register.
    Written comments should be submitted to:

Scott A. Scheele
Chief, Telecommunications and Media Enforcement Section
Antitrust Division
United States Department of Justice

[[Page 39962]]

450 5th Street NW., Suite 7000
Washington, DC 20530

The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

    The United States considered, as an alternative to the proposed 
Final Judgment, a full trial on the merits against Defendants. The 
United States could have continued the litigation and sought 
preliminary and permanent injunctions against consummation of the 
proposed transaction. The United States is satisfied, however, that the 
divestiture of assets described in the proposed Final Judgment will 
preserve competition in the media contact database market in the United 
States. Thus, the proposed Final Judgment would achieve all or 
substantially all of the relief the United States would have obtained 
through litigation, but avoids the time, expense, and uncertainty of a 
full trial on the merits of the Complaint.

VII. Standard of Review Under the APPA for the Proposed Final Judgment

    The Clayton Act, as amended by the APPA, requires that proposed 
consent judgments in antitrust cases brought by the United States be 
subject to a sixty-day comment period, after which the court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. 16(e)(1). In making that determination, 
the court, in accordance with the statute as amended in 2004, is 
required to consider:

    (A) the competitive impact of such judgment, including termination 
of alleged violations, provisions for enforcement and modification, 
duration of relief sought, anticipated effects of alternative remedies 
actually considered, whether its terms are ambiguous, and any other 
competitive considerations bearing upon the adequacy of such judgment 
that the court deems necessary to a determination of whether the 
consent judgment is in the public interest; and
    (B) the impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and individuals 
alleging specific injury from the violations set forth in the complaint 
including consideration of the public benefit, if any, to be derived 
from a determination of the issues at trial.

15 U.S.C. 16(e)(1)(A) & (B). In considering these statutory factors, 
the court's inquiry is necessarily a limited one as the government is 
entitled to ``broad discretion to settle with the defendant within the 
reaches of the public interest.'' United States v. Microsoft Corp., 56 
F.3d 1448, 1461 (D.C. Cir. 1995); see generally United States v. SBC 
Commc'ns, Inc., 489 F. Supp. 2d 1 (D.D.C. 2007) (assessing public 
interest standard under the Tunney Act); United States v. US Airways 
Group, Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) (explaining that the 
``court's inquiry is limited'' in Tunney Act settlements); United 
States v. InBev N.V./S.A., No. 08-1965 (JR), 2009-2 Trade Cas. (CCH) ] 
76,736, 2009 U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) 
(noting that the court's review of a consent judgment is limited and 
only inquires ``into whether the government's determination that the 
proposed remedies will cure the antitrust violations alleged in the 
complaint was reasonable, and whether the mechanism to enforce the 
final judgment are clear and manageable.'').\3\
---------------------------------------------------------------------------

    \3\ The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for court to consider and amended the 
list of factors to focus on competitive considerations and to 
address potentially ambiguous judgment terms. Compare 15 U.S.C. 
16(e) (2004), with 15 U.S.C. 16(e)(1) (2006); see also SBC Commc'ns, 
489 F. Supp. 2d at 11 (concluding that the 2004 amendments 
``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------

    As the United States Court of Appeals for the District of Columbia 
Circuit has held, under the APPA a court considers, among other things, 
the relationship between the remedy secured and the specific 
allegations set forth in the government's complaint, whether the decree 
is sufficiently clear, whether enforcement mechanisms are sufficient, 
and whether the decree may positively harm third parties. See 
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the 
relief secured by the decree, a court may not ``engage in an 
unrestricted evaluation of what relief would best serve the public.'' 
United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) (quoting 
United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see 
also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 
F. Supp. 2d 37, 40 (D.D.C. 2001); InBev, 2009 U.S. Dist. LEXIS 84787, 
at *3. Courts have held that:

[t]he balancing of competing social and political interests affected by 
a proposed antitrust consent decree must be left, in the first 
instance, to the discretion of the Attorney General. The court's role 
in protecting the public interest is one of insuring that the 
government has not breached its duty to the public in consenting to the 
decree. The court is required to determine not whether a particular 
decree is the one that will best serve society, but whether the 
settlement is ``within the reaches of the public interest.'' More 
elaborate requirements might undermine the effectiveness of antitrust 
enforcement by consent decree.

Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\4\ In 
determining whether a proposed settlement is in the public interest, a 
district court ``must accord deference to the government's predictions 
about the efficacy of its remedies, and may not require that the 
remedies perfectly match the alleged violations.'' SBC Commc'ns, 489 F. 
Supp. 2d at 17; see also US Airways, 38 F. Supp. 3d at 75 (noting that 
a court should not reject the proposed remedies because it believes 
others are preferable); Microsoft, 56 F.3d at 1461 (noting the need for 
courts to be ``deferential to the government's predictions as to the 
effect of the proposed remedies''); United States v. Archer-Daniels-
Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (noting that the court 
should grant due respect to the United States' prediction as to the 
effect of proposed remedies, its perception of the market structure, 
and its views of the nature of the case).
---------------------------------------------------------------------------

    \4\ Cf. BNS, 858 F.2d at 464 (holding that the court's 
``ultimate authority under the [APPA] is limited to approving or 
disapproving the consent decree''); United States v. Gillette Co., 
406 F. Supp. 713, 716 (D. Mass. 1975) (noting that, in this way, the 
court is constrained to ``look at the overall picture not 
hypercritically, nor with a microscope, but with an artist's 
reducing glass''). See generally Microsoft, 56 F.3d at 1461 
(discussing whether ``the remedies [obtained in the decree are] so 
inconsonant with the allegations charged as to fall outside of the 
`reaches of the public interest' '').
---------------------------------------------------------------------------

    Courts have greater flexibility in approving proposed consent 
decrees than in crafting their own decrees following a finding of 
liability in a litigated matter. ``[A] proposed decree must be approved 
even if it falls short of the remedy the court would impose on its own, 
as long as it falls within the range of acceptability or is `within the 
reaches of public interest.' '' United States v. Am. Tel. & Tel. Co., 
552 F. Supp. 131, 151 (D.D.C. 1982) (citations omitted) (quoting United 
States v. Gillette Co., 406 F. Supp. at 716), aff'd sub nom. Maryland 
v. United States, 460 U.S. 1001 (1983); see also U.S. Airways, 38 F. 
Supp. 3d at 75 (noting that room must be made for the government to 
grant concessions in the negotiation process for settlements (citing 
SBC Commc'ns, 489 F. Supp. 2d at 15)); United States v. Alcan Aluminum 
Ltd., 605 F. Supp. 619, 622

[[Page 39963]]

(W.D. Ky. 1985) (approving the consent decree even though the court may 
have imposed a greater remedy). To meet this standard, the United 
States ``need only provide a factual basis for concluding that the 
settlements are reasonably adequate remedies for the alleged harms.'' 
SBC Commc'ns, 489 F. Supp. 2d at 17.
    Moreover, the court's role under the APPA is limited to reviewing 
the remedy in relationship to the violations that the United States has 
alleged in its Complaint, and does not authorize the court to 
``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459; see also US Airways, 
38 F. Supp. 3d at 75 (noting that the court must simply determine 
whether there is a factual foundation for the government's decisions 
such that its conclusions regarding the proposed settlements are 
reasonable); InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``the `public 
interest' is not to be measured by comparing the violations alleged in 
the complaint against those the court believes could have, or even 
should have, been alleged''). Because the ``court's authority to review 
the decree depends entirely on the government's exercising its 
prosecutorial discretion by bringing a case in the first place,'' it 
follows that ``the court is only authorized to review the decree 
itself,'' and not to ``effectively redraft the complaint'' to inquire 
into other matters that the United States did not pursue. Microsoft, 56 
F.3d at 1459-60. As this Court confirmed in SBC Communications, courts 
``cannot look beyond the complaint in making the public interest 
determination unless the complaint is drafted so narrowly as to make a 
mockery of judicial power.'' SBC Commc'ns, 489 F. Supp. 2d at 15.
    In its 2004 amendments, Congress made clear its intent to preserve 
the practical benefits of utilizing consent decrees in antitrust 
enforcement, adding the unambiguous instruction that ``[n]othing in 
this section shall be construed to require the court to conduct an 
evidentiary hearing or to require the court to permit anyone to 
intervene.'' 15 U.S.C. 16(e)(2); see also US Airways, 38 F. Supp. 3d at 
76 (indicating that a court is not required to hold an evidentiary 
hearing or to permit intervenors as part of its review under the Tunney 
Act). The language wrote into the statute what Congress intended when 
it enacted the Tunney Act in 1974, as Senator Tunney explained: ``[t]he 
court is nowhere compelled to go to trial or to engage in extended 
proceedings which might have the effect of vitiating the benefits of 
prompt and less costly settlement through the consent decree process.'' 
119 Cong. Rec. 24,598 (1973) (statement of Sen. Tunney). Rather, the 
procedure for the public interest determination is left to the 
discretion of the court, with the recognition that the court's ``scope 
of review remains sharply proscribed by precedent and the nature of 
Tunney Act proceedings.'' SBC Commc'ns, 489 F. Supp. 2d at 11.\5\ A 
court can make its public interest determination based on the 
competitive impact statement and response to public comments alone. US 
Airways, 38 F. Supp. 3d at 76.
---------------------------------------------------------------------------

    \5\ See United States v. Enova Corp., 107 F. Supp. 2d 10, 17 
(D.D.C. 2000) (noting that the ``Tunney Act expressly allows the 
court to make its public interest determination on the basis of the 
competitive impact statement and response to comments alone''); 
United States v. Mid-Am. Dairymen, Inc., No. 73-CV-681-W-1, 1977-1 
Trade Cas. (CCH) ] 61,508, 1977 U.S. Dist. LEXIS 15858, at *22 (W.D. 
Mo. 1977) (``Absent a showing of corrupt failure of the government 
to discharge its duty, the Court, in making its public interest 
finding, should . . . carefully consider the explanations of the 
government in the competitive impact statement and its responses to 
comments in order to determine whether those explanations are 
reasonable under the circumstances.''); S. Rep. No. 93-298, at 6 
(1973) (``Where the public interest can be meaningfully evaluated 
simply on the basis of briefs and oral arguments, that is the 
approach that should be utilized.'').
---------------------------------------------------------------------------

VIII. Determinative Documents

    There are no determinative materials or documents within the 
meaning of the APPA that were considered by the United States in 
formulating the proposed Final Judgment.

Dated: June 10, 2016

Respectfully submitted,

/s/--------------------------------------------------------------------

Jonathan M. Justl *
Brent E. Marshall
Matthew Jones (D.C. Bar #1006602)
Trial Attorneys, United States Department of Justice, Antitrust 
Division, Telecommunications & Media Enforcement Section, 450 Fifth 
Street NW., Suite 7000, Washington, DC 20530, Phone: 202-598-8164, 
Facsimile: 202-514-6381 E-mail: jonathan.justl[comma,t]usdoj.gov.

* Attorney of Record

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. GTCR Fund X/A AIV LP, 
Cision US Inc., UBM PLC, PRN Delaware, Inc., and PWW Acquisition 
LLC, Defendants.

Case No.: 1:16-cv-01091
Judge: Thomas F. Hogan
Filed: 06/10/2016

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its Complaint 
on June ___, 2016, and the United States and Defendants GTCR Fund X/A 
AIV LP, Cision US Inc., UBM plc, PRN Delaware, Inc., and PWW 
Acquisition LLC (collectively, ``Defendants''), by their respective 
attorneys, have consented to the entry of this Final Judgment without 
trial or adjudication of any issue of fact or law, and without this 
Final Judgment constituting any evidence against or admission by any 
party regarding any issue of fact or law;
    AND WHEREAS, Defendants agree to be bound by the provisions of this 
Final Judgment pending its approval by the Court;
    AND WHEREAS, the essence of this Final Judgment is the prompt and 
certain divestiture of certain rights or assets by the Defendants to 
assure that competition is not substantially lessened;
    AND WHEREAS, the United States requires Defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    AND WHEREAS, Defendants have represented to the United States that 
the divestitures required below can and will be made and that 
Defendants will later raise no claim of hardship or difficulty as 
grounds for asking the Court to modify any of the divestiture 
provisions contained below;
    NOW THEREFORE, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
parties, it is ORDERED, ADJUDGED AND DECREED:

I. Jurisdiction

    This Court has jurisdiction over the subject matter of and each of 
the parties to this action. The Complaint states a claim upon which 
relief may be granted against Defendants under Section 7 of the Clayton 
Act, as amended (15 U.S.C. 18).

II. Definitions

    As used in this Final Judgment:
    A. ``Acquirer'' means Innodata or another entity to whom Defendants 
divest the Divestiture Assets.
    B. ``Agility Business'' means the business of providing the Agility 
and Agility Plus-branded Public Relations Workflow Software to 
customers located in the United States and the United Kingdom. For the 
avoidance of doubt, the Agility Business does not include other 
products and services offered by PRN prior to the Transaction 
(including press release distribution, Vintage filings, MediaVantage, 
Profnet, or content production services).
    C. ``Cision'' means defendant Cision US Inc., a Delaware 
corporation with its headquarters in Chicago, Illinois; its successors 
and assigns; its subsidiaries,

[[Page 39964]]

divisions, groups, affiliates, partnerships, and joint ventures; and 
their directors, officers, managers, agents, and employees.
    D. ``Divestiture Assets'' means the Agility Business, including:
    1. All tangible assets that comprise the Agility Business, 
including research and development activities; all fixed assets, 
personal property, inventory, office furniture, materials, supplies, 
and other tangible property and all assets used exclusively in 
connection with the Agility Business; all licenses, permits, and 
authorizations issued by any governmental organization relating to the 
Agility Business; all contracts, teaming arrangements, agreements, 
leases, commitments, certifications, and understandings relating to the 
Agility Business, including supply agreements; all customer lists, 
contracts, accounts, and credit records; all repair and performance 
records; and all other records relating to the Agility Business; and
    2. All intangible assets used in the development, marketing, and 
provision of Public Relations Workflow Software by the Agility 
Business, including, but not limited to all patents, licenses and 
sublicenses, intellectual property, copyrights, trademarks, trade 
names, service marks, service names, technical information, computer 
software and related documentation, know how, trade secrets, drawings, 
blueprints, designs, design protocols, quality assurance and control 
procedures, design tools and simulation capability, all manuals and 
technical information Defendants provide to their own employees, 
customers, suppliers, agents or licensees, and all research data 
concerning historic and current research and development efforts 
relating to the Agility Business, including, but not limited to designs 
of developmental versions, and the results of successful and 
unsuccessful designs and developmental versions;

Provided, however, that the Divestiture Assets do not include contracts 
with Agility customers whose primary location is outside the United 
States and the United Kingdom; PR Newswire's Oracle Enterprise Single 
Sign-On user authentication system; PR Newswire's Sendmail Web Service 
for third-party email distribution; PR Newswire's Avalanche application 
platform; PR Newswire's IT infrastructure, intellectual property, 
software, content, and data that comprise PR Newswire's businesses 
other than the Agility Business; leases for real property used by both 
the Agility Business and other PR Newswire businesses; and senior-level 
PRN employees who oversee the Agility Business but who also have 
responsibilities for other PRN businesses.
    E. ``GTCR'' means defendant GTCR Fund X/A AIV LP, a limited 
partnership with its headquarters in Chicago, Illinois; its successors 
and assigns; its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures; and their directors, officers, 
managers, agents, and employees.
    F. ``Innodata'' means Innodata Inc., a Delaware corporation with 
its headquarters in Hackensack, New Jersey; its successors and assigns; 
its subsidiaries, divisions, groups, affiliates, partnerships, and 
joint ventures; and their directors, officers, managers, agents, and 
employees.
    G. ``Operating Defendants'' means Cision and PRN. ``Operating 
Defendants'' also means GTCR during any period in which GTCR or its 
subsidiaries, divisions, groups, affiliates, partnerships, joint 
ventures, directors, officers, managers, agents, and employees, either 
individually or in any combination, have a direct or indirect 
controlling ownership interest or any management role in Cision or have 
the right to appoint one or more members of Cision's board.
    H. ``PRN'' means defendant PRN Delaware, Inc., a Delaware 
corporation with its headquarters in New York, New York; its successors 
and assigns; its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures; and their directors, officers, 
managers, agents, and employees.
    I. ``PR Newswire'' means the PR Newswire business that PWW will 
acquire from UBM pursuant to a definitive agreement dated December 14, 
2015, including PRN, its foreign PR Newswire affiliates, and certain 
other assets and liabilities specified in the definitive agreement.
    J. ``Public Relations Workflow Software'' means software that a 
developer has designed for the purpose of enabling users to identify 
media contacts, monitor media coverage, and/or analyze a media 
campaign's performance.
    K. ``PWW'' means defendant PWW Acquisition, LLC, a limited 
liability company with its headquarters in Chicago, Illinois.
    L. ``Transaction'' means the transaction sought to be enjoined by 
the Complaint.
    M. ``UBM'' means defendant UBM plc, a public limited company with 
its headquarters in St. Helier, Jersey; its successors and assigns; its 
subsidiaries, divisions, groups, affiliates, partnerships, and joint 
ventures; and their directors, officers, managers, agents, and 
employees.

III. Applicability

    A. This Final Judgment applies to GTCR, Cision, UBM, PRN, and PWW, 
as defined above and as set forth herein, and all other persons in 
active concert or participation with any of them who receive actual 
notice of this Final Judgment by personal service or otherwise.
    B. If, prior to complying with Section IV and V of this Final 
Judgment, Defendants sell or otherwise dispose of all or substantially 
all of their assets or of lesser business units that include the 
Divestiture Assets, they shall require the purchaser to be bound by the 
provisions of this Final Judgment. Defendants need not obtain such an 
agreement from the Acquirer of the assets divested pursuant to this 
Final Judgment.

IV. Divestitures

    A. Defendants are ordered and directed, within thirty (30) calendar 
days after (i) the signing of the Hold Separate Stipulation and Order 
in this matter, or (ii) consummation of the Transaction, whichever is 
later, to divest the Divestiture Assets in a manner consistent with 
this Final Judgment to an Acquirer acceptable to the United States, in 
its sole discretion. The United States, in its sole discretion, may 
agree to one or more extensions of this time period not to exceed 
ninety (90) calendar days in total, and shall notify the Court in such 
circumstances. Defendants agree to use their best efforts to divest the 
Divestiture Assets as expeditiously as possible.
    B. In the event Operating Defendants are attempting to divest the 
Divestiture Assets to an Acquirer other than Innodata, Operating 
Defendants promptly shall make known, by usual and customary means, the 
availability of the Divestiture Assets. Defendants shall inform any 
person making inquiry regarding a possible purchase of the Divestiture 
Assets that they are being divested pursuant to this Final Judgment and 
provide that person with a copy of this Final Judgment. Defendants 
shall offer to furnish to all prospective Acquirers, subject to 
customary confidentiality assurances, all information and documents 
relating to the Divestiture Assets customarily provided in a due 
diligence process except such information or documents subject to the 
attorney-client privileges or work-product doctrine. Defendants shall 
make available such information to the United States at the same time 
that such information is made available to any other person.

[[Page 39965]]

    C. Defendants shall provide the Acquirer and the United States 
information relating to the personnel involved in the production, 
operation, development and sale of the Divestiture Assets to enable the 
Acquirer to make offers of employment. Defendants will not interfere 
with any negotiations by the Acquirer to employ any defendant employee 
whose primary responsibility is the production, operation, development 
or sale of the Divestiture Assets.
    D. Defendants shall permit prospective Acquirers of the Divestiture 
Assets to have reasonable access to personnel and to make inspections 
of the physical facilities of the Divestiture Assets; access to any and 
all environmental, zoning, and other permit documents and information; 
and access to any and all financial, operational, or other documents 
and information customarily provided as part of a due diligence 
process.
    E. Operating Defendants shall warrant to the Acquirer that each 
asset will be operational on the date of sale.
    F. Defendants shall not take any action that will impede in any way 
the permitting, operation, or divestiture of the Divestiture Assets.
    G. At the option of the Acquirer and subject to the approval of the 
United States in its sole discretion, Defendants shall enter into 
contracts with the Acquirer for any transitional services that may be 
necessary to facilitate continuous operation of the Divestiture Assets 
until the Acquirer can provide such capabilities independently.
    H. Operating Defendants shall warrant to the Acquirer that there 
are no material defects in the environmental, zoning or other permits 
pertaining to the operation of each asset, and that following the sale 
of the Divestiture Assets, Defendants will not undertake, directly or 
indirectly, any challenges to the environmental, zoning, or other 
permits relating to the operation of the Divestiture Assets.
    I. Unless the United States otherwise consents in writing, the 
divestiture pursuant to Section IV, or by Divestiture Trustee appointed 
pursuant to Section V, of this Final Judgment, shall include the entire 
Divestiture Assets, and shall be accomplished in such a way as to 
satisfy the United States, in its sole discretion, that the Divestiture 
Assets can and will be used by the Acquirer as part of a viable, 
ongoing Public Relations Workflow Software business. The divestitures, 
whether pursuant to Section IV or Section V of this Final Judgment,
    1. shall be made to an Acquirer that, in the United States' sole 
judgment, has the intent and capability (including the necessary 
managerial, operational, technical and financial capability) of 
competing effectively in the Public Relations Workflow Software 
business; and
    2. shall be accomplished so as to satisfy the United States, in its 
sole discretion, that none of the terms of any agreement between an 
Acquirer and Defendants give Defendants the ability unreasonably to 
raise the Acquirer's costs, to lower the Acquirer's efficiency, or 
otherwise to interfere in the ability of the Acquirer to compete 
effectively.

V. Appointment of Divestiture Trustee

    A. If Operating Defendants have not divested the Divestiture Assets 
within the time period specified in Section IV.A., Operating Defendants 
shall notify the United States of that fact in writing. Upon 
application of the United States, the Court shall appoint a Divestiture 
Trustee selected by the United States and approved by the Court to 
effect the divestiture of the Divestiture Assets.
    B. After the appointment of a Divestiture Trustee becomes 
effective, only the Divestiture Trustee shall have the right to sell 
the Divestiture Assets. The Divestiture Trustee shall have the power 
and authority to accomplish the divestiture to an Acquirer acceptable 
to the United States at such price and on such terms as are then 
obtainable upon reasonable effort by the Divestiture Trustee, subject 
to the provisions of Sections IV, V, and VI of this Final Judgment, and 
shall have such other powers as this Court deems appropriate. Subject 
to Section V.D. of this Final Judgment, the Divestiture Trustee may 
hire at the cost and expense of Operating Defendants any investment 
bankers, attorneys, or other agents, who shall be solely accountable to 
the Divestiture Trustee, reasonably necessary in the Divestiture 
Trustee's judgment to assist in the divestiture. Any such investment 
bankers, attorneys, or other agents shall serve on such terms and 
conditions as the United States approves including confidentiality 
requirements and conflict of interest certifications.
    C. Defendants shall not object to a sale by the Divestiture Trustee 
on any ground other than the Divestiture Trustee's malfeasance. Any 
such objections by Defendants must be conveyed in writing to the United 
States and the Divestiture Trustee within ten (10) calendar days after 
the Divestiture Trustee has provided the notice required under Section 
VI.
    D. The Divestiture Trustee shall serve at the cost and expense of 
Operating Defendants pursuant to a written agreement, on such terms and 
conditions as the United States approves including confidentiality 
requirements and conflict of interest certifications. The Divestiture 
Trustee shall account for all monies derived from the sale of the 
assets sold by the Divestiture Trustee and all costs and expenses so 
incurred. After approval by the Court of the Divestiture Trustee's 
accounting, including fees for its services yet unpaid and those of any 
professionals and agents retained by the Divestiture Trustee, all 
remaining money shall be paid to Operating Defendants and the trust 
shall then be terminated. The compensation of the Divestiture Trustee 
and any professionals and agents retained by the Divestiture Trustee 
shall be reasonable in light of the value of the Divestiture Assets and 
based on a fee arrangement providing the Divestiture Trustee with an 
incentive based on the price and terms of the divestiture and the speed 
with which it is accomplished, but timeliness is paramount. If the 
Divestiture Trustee and Operating Defendants are unable to reach 
agreement on the Divestiture Trustee's or any agents' or consultants' 
compensation or other terms and conditions of engagement within 14 
calendar days of appointment of the Divestiture Trustee, the United 
States may, in its sole discretion, take appropriate action, including 
making a recommendation to the Court. The Divestiture Trustee shall, 
within three (3) business days of hiring any other professionals or 
agents, provide written notice of such hiring and the rate of 
compensation to Operating Defendants and the United States.
    E. Defendants shall use their best efforts to assist the 
Divestiture Trustee in accomplishing the required divestiture. The 
Divestiture Trustee and any consultants, accountants, attorneys, and 
other agents retained by the Divestiture Trustee shall have full and 
complete access to the personnel, books, records, and facilities of the 
business to be divested, and Defendants shall develop financial and 
other information relevant to such business as the Divestiture Trustee 
may reasonably request, subject to reasonable protection for trade 
secret or other confidential research, development, or commercial 
information or any applicable privileges. Defendants shall take no 
action to interfere with or to impede the Divestiture Trustee's 
accomplishment of the divestiture.
    F. After its appointment, the Divestiture Trustee shall file 
monthly reports with the United States and, as appropriate, the Court 
setting forth the

[[Page 39966]]

Divestiture Trustee's efforts to accomplish the divestiture ordered 
under this Final Judgment. To the extent such reports contain 
information that the Divestiture Trustee deems confidential, such 
reports shall not be filed in the public docket of the Court. Such 
reports shall include the name, address, and telephone number of each 
person who, during the preceding month, made an offer to acquire, 
expressed an interest in acquiring, entered into negotiations to 
acquire, or was contacted or made an inquiry about acquiring, any 
interest in the Divestiture Assets, and shall describe in detail each 
contact with any such person. The Divestiture Trustee shall maintain 
full records of all efforts made to divest the Divestiture Assets.
    G. If the Divestiture Trustee has not accomplished the divestiture 
ordered under this Final Judgment within six months after its 
appointment, the Divestiture Trustee shall promptly file with the Court 
a report setting forth (1) the Divestiture Trustee's efforts to 
accomplish the required divestiture, (2) the reasons, in the 
Divestiture Trustee's judgment, why the required divestiture has not 
been accomplished, and (3) the Divestiture Trustee's recommendations. 
To the extent such report contains information that the Divestiture 
Trustee deems confidential, such report shall not be filed in the 
public docket of the Court. The Divestiture Trustee shall at the same 
time furnish such report to the United States which shall have the 
right to make additional recommendations consistent with the purpose of 
the trust. The Court thereafter shall enter such orders as it shall 
deem appropriate to carry out the purpose of the Final Judgment, which 
may, if necessary, include extending the trust and the term of the 
Divestiture Trustee's appointment by a period requested by the United 
States.
    H. If the United States determines that the Divestiture Trustee has 
ceased to act or failed to act diligently or in a reasonably cost-
effective manner, it may recommend the Court appoint a substitute 
Divestiture Trustee.

VI. Notice of Proposed Divestiture

    A. Within two (2) business days following execution of a definitive 
divestiture agreement, Operating Defendants or the Divestiture Trustee, 
whichever is then responsible for effecting the divestiture required 
herein, shall notify the United States of any proposed divestiture 
required by Section IV or V of this Final Judgment. If the Divestiture 
Trustee is responsible, it shall similarly notify Defendants. The 
notice shall set forth the details of the proposed divestiture and list 
the name, address, and telephone number of each person not previously 
identified who offered or expressed an interest in or desire to acquire 
any ownership interest in the Divestiture Assets, together with full 
details of the same.
    B. Within fifteen (15) calendar days of receipt by the United 
States of such notice, the United States may request from Defendants, 
the proposed Acquirer, any other third party, or the Divestiture 
Trustee, if applicable, additional information concerning the proposed 
divestiture, the proposed Acquirer, and any other potential Acquirer. 
Defendants and the Divestiture Trustee shall furnish any additional 
information requested within fifteen (15) calendar days of the receipt 
of the request, unless the parties shall otherwise agree.
    C. Within thirty (30) calendar days after receipt of the notice or 
within twenty (20) calendar days after the United States has been 
provided the additional information requested from Defendants, the 
proposed Acquirer, any third party, and the Divestiture Trustee, 
whichever is later, the United States shall provide written notice to 
Defendants and the Divestiture Trustee, if there is one, stating 
whether or not it objects to the proposed divestiture. If the United 
States provides written notice that it does not object, the divestiture 
may be consummated, subject only to Defendants' limited right to object 
to the sale under Section V.C. of this Final Judgment. Absent written 
notice that the United States does not object to the proposed Acquirer 
or upon objection by the United States, a divestiture proposed under 
Section IV or Section V shall not be consummated. Upon objection by 
Defendants under Section V.C., a divestiture proposed under Section V 
shall not be consummated unless approved by the Court.

VII. Financing

    Defendants shall not finance all or any part of any purchase made 
pursuant to Section IV or V of this Final Judgment.

VIII. Hold Separate

    Until the divestiture required by this Final Judgment has been 
accomplished, Defendants shall take all steps necessary to comply with 
the Hold Separate Stipulation and Order entered by this Court. 
Defendants shall take no action that would jeopardize the divestiture 
ordered by this Court.

IX. Affidavits

    A. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, and every thirty (30) calendar days thereafter until 
the divestiture has been completed under Section IV or V, Defendants 
shall deliver to the United States an affidavit as to the fact and 
manner of its compliance with Section IV or V of this Final Judgment. 
Each such affidavit shall include the name, address, and telephone 
number of each person who, during the preceding thirty (30) calendar 
days, made an offer to acquire, expressed an interest in acquiring, 
entered into negotiations to acquire, or was contacted or made an 
inquiry about acquiring, any interest in the Divestiture Assets, and 
shall describe in detail each contact with any such person during that 
period. Each such affidavit shall also include a description of the 
efforts Defendants have taken to solicit buyers for the Divestiture 
Assets, and to provide required information to prospective Acquirers, 
including the limitations, if any, on such information. Assuming the 
information set forth in the affidavit is true and complete, any 
objection by the United States to information provided by Defendants, 
including limitation on information, shall be made within fourteen (14) 
calendar days of receipt of such affidavit.
    B. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, Defendants shall deliver to the United States an 
affidavit that describes in reasonable detail all actions Defendants 
have taken and all steps Defendants have implemented on an ongoing 
basis to comply with Section VIII of this Final Judgment. Defendants 
shall deliver to the United States an affidavit describing any changes 
to the efforts and actions outlined in Defendants' earlier affidavits 
filed pursuant to this Section within fifteen (15) calendar days after 
the change is implemented.
    C. Defendants shall keep all records of all efforts made to 
preserve and divest the Divestiture Assets until one year after such 
divestiture has been completed.

X. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of any related orders such as any Hold Separate 
Order, or of determining whether the Final Judgment should be modified 
or vacated, and subject to any legally recognized privilege, from time 
to time authorized representatives of the United States Department of 
Justice, including

[[Page 39967]]

consultants and other persons retained by the United States, shall, 
upon written request of an authorized representative of the Assistant 
Attorney General in charge of the Antitrust Division, and on reasonable 
notice to Defendants, be permitted:
    1. access during Defendants' office hours to inspect and copy, or 
at the option of the United States, to require Defendants to provide 
hard copy or electronic copies of, all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control of 
Defendants, relating to any matters contained in this Final Judgment; 
and
    2. to interview, either informally or on the record, Defendants' 
officers, employees, or agents, who may have their individual counsel 
present, regarding such matters. The interviews shall be subject to the 
reasonable convenience of the interviewee and without restraint or 
interference by Defendants.
    B. Upon the written request of an authorized representative of the 
Assistant Attorney General in charge of the Antitrust Division, 
Defendants shall submit written reports or responses to written 
interrogatories, under oath if requested, relating to any of the 
matters contained in this Final Judgment as may be requested.
    C. No information or documents obtained by the means provided in 
this Section shall be divulged by the United States to any person other 
than an authorized representative of the executive branch of the United 
States, except in the course of legal proceedings to which the United 
States is a party (including grand jury proceedings), or for the 
purpose of securing compliance with this Final Judgment, or as 
otherwise required by law.
    D. If at the time information or documents are furnished by 
Defendants to the United States, Defendants represent and identify in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(1)(g) of the 
Federal Rules of Civil Procedure, and Defendants mark each pertinent 
page of such material, ``Subject to claim of protection under Rule 
26(c)(1)(g) of the Federal Rules of Civil Procedure,'' then the United 
States shall give Defendants ten (10) calendar days notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

XI. Notification

    Unless such transaction is otherwise subject to the reporting and 
waiting period requirements of the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended, 15 U.S.C. 18a (the ``HSR Act''), 
the Operating Defendants, without providing advance notification to the 
United States Department of Justice, Antitrust Division, shall not 
directly or indirectly acquire any assets of or any interest, including 
any financial, security, loan, equity or management interest, in any 
provider of Public Relations Workflow Software during the term of this 
Final Judgment.
    Such notification shall be provided to the Department of Justice in 
the same format as, and per the instructions relating to the 
Notification and Report Form set forth in the Appendix to Part 803 of 
Title 16 of the Code of Federal Regulations as amended, except that the 
information requested in Items 5 through 9 of the instructions must be 
provided only about Public Relations Workflow Software. Notification 
shall be provided at least thirty (30) calendar days prior to acquiring 
any such interest, and shall include, beyond what may be required by 
the applicable instructions, the names of the principal representatives 
of the parties to the agreement who negotiated the agreement, and any 
management or strategic plans discussing the proposed transaction. If 
within the 30-day period after notification, representatives of the 
Department of Justice make a written request for additional 
information, the Operating Defendants shall not consummate the proposed 
transaction or agreement until thirty (30) calendar days after 
submitting all such additional information. Early termination of the 
waiting periods in this paragraph may be requested and, where 
appropriate, granted in the same manner as is applicable under the 
requirements and provisions of the HSR Act and rules promulgated 
thereunder. This Section shall be broadly construed and any ambiguity 
or uncertainty regarding the filing of notice under this Section shall 
be resolved in favor of filing notice.

XII. No Reacquisition

    Operating Defendants may not reacquire any part of the Divestiture 
Assets during the term of this Final Judgment.

XIII. Retention of Jurisdiction

    This Court retains jurisdiction to enable any party to this Final 
Judgment to apply to this Court at any time for further orders and 
directions as may be necessary or appropriate to carry out or construe 
this Final Judgment, to modify any of its provisions, to enforce 
compliance, and to punish violations of its provisions.

XIV. Expiration of Final Judgment

    Unless this Court grants an extension, this Final Judgment shall 
expire ten years from the date of its entry.

XV. Public Interest Determination

    Entry of this Final Judgment is in the public interest. The parties 
have complied with the requirements of the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16, including making copies available to the 
public of this Final Judgment, the Competitive Impact Statement, and 
any comments thereon and the United States' responses to comments. 
Based upon the record before the Court, which includes the Competitive 
Impact Statement and any comments and response to comments filed with 
the Court, entry of this Final Judgment is in the public interest.

Date:------------------------------------------------------------------

Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16

-----------------------------------------------------------------------
United States District Judge

[FR Doc. 2016-14497 Filed 6-17-16; 8:45 am]
BILLING CODE P
Federal Register / Vol. 81, No. 118 / Monday, June 20, 2016 / Notices 39963

(W.D. Ky. 1985) (approving the consent prompt and less costly settlement Cision US Inc., UBM plc, PRN
decree even though the court may have through the consent decree process.’’ Delaware, Inc., and PWW Acquisition
imposed a greater remedy). To meet this 119 Cong. Rec. 24,598 (1973) (statement LLC (collectively, ‘‘Defendants’’), by
standard, the United States ‘‘need only of Sen. Tunney). Rather, the procedure their respective attorneys, have
provide a factual basis for concluding for the public interest determination is consented to the entry of this Final
that the settlements are reasonably left to the discretion of the court, with Judgment without trial or adjudication
adequate remedies for the alleged the recognition that the court’s ‘‘scope of any issue of fact or law, and without
harms.’’ SBC Commc’ns, 489 F. Supp. of review remains sharply proscribed by this Final Judgment constituting any
2d at 17. precedent and the nature of Tunney Act evidence against or admission by any
Moreover, the court’s role under the proceedings.’’ SBC Commc’ns, 489 F. party regarding any issue of fact or law;
APPA is limited to reviewing the Supp. 2d at 11.5 A court can make its AND WHEREAS, Defendants agree to
remedy in relationship to the violations public interest determination based on be bound by the provisions of this Final
that the United States has alleged in its the competitive impact statement and Judgment pending its approval by the
Complaint, and does not authorize the response to public comments alone. US Court;
court to ‘‘construct [its] own Airways, 38 F. Supp. 3d at 76. AND WHEREAS, the essence of this
hypothetical case and then evaluate the Final Judgment is the prompt and
decree against that case.’’ Microsoft, 56 VIII. Determinative Documents certain divestiture of certain rights or
F.3d at 1459; see also US Airways, 38 There are no determinative materials assets by the Defendants to assure that
F. Supp. 3d at 75 (noting that the court or documents within the meaning of the competition is not substantially
must simply determine whether there is APPA that were considered by the lessened;
a factual foundation for the United States in formulating the AND WHEREAS, the United States
government’s decisions such that its proposed Final Judgment. requires Defendants to make certain
conclusions regarding the proposed Dated: June 10, 2016 divestitures for the purpose of
settlements are reasonable); InBev, 2009 remedying the loss of competition
Respectfully submitted,
U.S. Dist. LEXIS 84787, at *20 (‘‘the alleged in the Complaint;
/s/ lllllllllllllllllll
‘public interest’ is not to be measured by AND WHEREAS, Defendants have
comparing the violations alleged in the Jonathan M. Justl * represented to the United States that the
Brent E. Marshall
complaint against those the court divestitures required below can and will
Matthew Jones (D.C. Bar #1006602)
believes could have, or even should Trial Attorneys, United States Department of be made and that Defendants will later
have, been alleged’’). Because the Justice, Antitrust Division, raise no claim of hardship or difficulty
‘‘court’s authority to review the decree Telecommunications & Media Enforcement as grounds for asking the Court to
depends entirely on the government’s Section, 450 Fifth Street NW., Suite 7000, modify any of the divestiture provisions
exercising its prosecutorial discretion by Washington, DC 20530, Phone: 202–598– contained below;
bringing a case in the first place,’’ it 8164, Facsimile: 202–514–6381 E-mail: NOW THEREFORE, before any
follows that ‘‘the court is only jonathan.justl@usdoj.gov. testimony is taken, without trial or
authorized to review the decree itself,’’ * Attorney of Record adjudication of any issue of fact or law,
and not to ‘‘effectively redraft the and upon consent of the parties, it is
complaint’’ to inquire into other matters United States District Court for the
ORDERED, ADJUDGED AND DECREED:
that the United States did not pursue. District of Columbia
Microsoft, 56 F.3d at 1459–60. As this United States of America, Plaintiff, v.
I. Jurisdiction
Court confirmed in SBC GTCR Fund X/A AIV LP, Cision US Inc., This Court has jurisdiction over the
Communications, courts ‘‘cannot look UBM PLC, PRN Delaware, Inc., and PWW subject matter of and each of the parties
beyond the complaint in making the Acquisition LLC, Defendants. to this action. The Complaint states a
public interest determination unless the Case No.: 1:16–cv–01091 claim upon which relief may be granted
complaint is drafted so narrowly as to Judge: Thomas F. Hogan against Defendants under Section 7 of
make a mockery of judicial power.’’ SBC Filed: 06/10/2016 the Clayton Act, as amended (15 U.S.C.
Commc’ns, 489 F. Supp. 2d at 15. [PROPOSED] FINAL JUDGMENT 18).
In its 2004 amendments, Congress
made clear its intent to preserve the WHEREAS, Plaintiff, United States of II. Definitions
practical benefits of utilizing consent America, filed its Complaint on June As used in this Final Judgment:
decrees in antitrust enforcement, adding lll, 2016, and the United States and A. ‘‘Acquirer’’ means Innodata or
the unambiguous instruction that Defendants GTCR Fund X/A AIV LP, another entity to whom Defendants
‘‘[n]othing in this section shall be divest the Divestiture Assets.
5 See United States v. Enova Corp., 107 F. Supp.
construed to require the court to B. ‘‘Agility Business’’ means the
2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney
conduct an evidentiary hearing or to Act expressly allows the court to make its public business of providing the Agility and
require the court to permit anyone to interest determination on the basis of the Agility Plus-branded Public Relations
intervene.’’ 15 U.S.C. 16(e)(2); see also competitive impact statement and response to Workflow Software to customers located
US Airways, 38 F. Supp. 3d at 76 comments alone’’); United States v. Mid-Am. in the United States and the United
Dairymen, Inc., No. 73–CV–681–W–1, 1977–1 Trade
(indicating that a court is not required Cas. (CCH) ¶ 61,508, 1977 U.S. Dist. LEXIS 15858, Kingdom. For the avoidance of doubt,
to hold an evidentiary hearing or to at *22 (W.D. Mo. 1977) (‘‘Absent a showing of the Agility Business does not include
permit intervenors as part of its review other products and services offered by
asabaliauskas on DSK3SPTVN1PROD with NOTICES

corrupt failure of the government to discharge its
under the Tunney Act). The language duty, the Court, in making its public interest PRN prior to the Transaction (including
finding, should . . . carefully consider the
wrote into the statute what Congress explanations of the government in the competitive press release distribution, Vintage
intended when it enacted the Tunney impact statement and its responses to comments in filings, MediaVantage, Profnet, or
Act in 1974, as Senator Tunney order to determine whether those explanations are content production services).
explained: ‘‘[t]he court is nowhere reasonable under the circumstances.’’); S. Rep. No. C. ‘‘Cision’’ means defendant Cision
93–298, at 6 (1973) (‘‘Where the public interest can
compelled to go to trial or to engage in be meaningfully evaluated simply on the basis of
US Inc., a Delaware corporation with its
extended proceedings which might have briefs and oral arguments, that is the approach that headquarters in Chicago, Illinois; its
the effect of vitiating the benefits of should be utilized.’’). successors and assigns; its subsidiaries,

VerDate Sep<11>2014 17:05 Jun 17, 2016 Jkt 238001 PO 00000 Frm 00077 Fmt 4703 Sfmt 4703 E:\FR\FM\20JNN1.SGM 20JNN1
Document Created: 2016-06-18 00:09:35
Document Modified: 2016-06-18 00:09:35
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		81 FR 39957
81 FR 39957 - United States v. GTCR Fund X/A AIV LP, et al.; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICEAntitrust Division

Federal Register Volume 81, Issue 118 (June 20, 2016)

DEPARTMENT OF JUSTICE
Antitrust Division
