United States of America, et al. v. CRH PLC, 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, Stipulation, and Competitive Impact Statement have been filed with the United States District Court for the Western District of Tennessee in United States of America, et al. v. CRH PLC, et al., Civil Action No. 2:26-cv-03012. On August 7, 2026, the United States filed a Complaint alleging that APAC-Tennessee's (“APAC”) proposed acquisition of Standard Construction Group (“Standard”) 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 APAC and Standard to divest the APAC facility located at 4765 Tuggle Road, Memphis, TN 38113, and Standard's facility at 7666 Raleigh Millington Road, Millington, TN 38053.

Copies of the Complaint, proposed Final Judgment, and Competitive Impact Statement are available for inspection on the Antitrust Division's website at www.justice.gov/​atr and at the Office of the Clerk of the United States District Court for the Western District of Tennessee. 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 website, filed with the Court, and, under certain circumstances, published in the Federal Register . Comments should be submitted in English and directed to Acting Chief Soyoung Choe, Antitrust Division, Department of Justice, Defense, Industrials, and Aerospace Section, Antitrust Division, Department of Justice, 450 Fifth Street NW, Suite 8700, Washington, DC 20530 (email ( printed page 53634) address: ATR.Public-Comments-Tunney-Act-MB@usdoj.gov).

United States District Court for the Western District of Tennessee

United States of America, U.S. Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 8700, Washington, DC 20530, and State of Tennessee, Office of the Attorney General and Reporter, Antitrust and Scaled Industries Division, P.O. Box 20207, Nashville, TN 38202, Plaintiffs, v. CRH plc, Belgard Castle, Dublin, Ireland 22, APAC-Tennessee, Inc., 1210 Harbor Avenue, Memphis, TN 38113, and Standard Construction Group, Inc., 7434 Raleigh LaGrange Road Cordova, TN 38018, Defendants.

Case No.: 2:26-cv-03012

Judge Thomas L. Parker

Complaint

CRH plc (“CRH”), through its subsidiary APAC-Tennessee, Inc. (“APAC”), and Standard Construction Group, Inc. (“Standard”) are two of the largest firms that compete in the manufacture and sale of hot-mix asphalt used for road construction in Shelby County, Tennessee. APAC has proposed to acquire Standard, but that proposed acquisition may substantially lessen competition in the market for the manufacture and sale of hot-mix asphalt in Shelby County, Tennessee in violation of Section 7 of the Clayton Act, 15 U.S.C. 18. The proposed acquisition should therefore be enjoined.

I. Nature of the Action

1. On October 7, 2024, APAC executed a letter of intent to acquire Standard for at least $133.9 million. APAC's acquisition of Standard's hot-mix asphalt business would secure APAC's control over the supply of hot-mix asphalt necessary to complete various road construction projects in parts of Shelby County, Tennessee. Hot-mix asphalt is one of the primary materials used to build, pave, and repair roads and is used widely in other types of construction. Hot-mix asphalt is an essential input into state and county roads.

2. Hot-mix asphalt is a mixture of aggregates, binder, and filler used for, among other things, constructing and maintaining roads. Hot-mix asphalt is manufactured in an asphalt plant. To supply road construction projects funded by states, either directly or through bids submitted to contractors acting on behalf of states, hot-mix asphalt suppliers must be tested and approved by state departments of transportation. The Tennessee Department of Transportation (“TDOT”) uses hot-mix asphalt to pave roads.

3. APAC and Standard compete directly against one another to supply hot-mix asphalt to TDOT and other purchasers. The proposed acquisition would result in APAC owning five of the seven TDOT-approved hot-mix asphalt facilities that supply Shelby County, Tennessee. Today, APAC and Standard are two of the three suppliers of hot-mix asphalt for road projects in this area purchased directly by TDOT or purchased by contractors for use in TDOT projects. APAC and Standard are also two of the leading suppliers of hot-mix asphalt used in private construction projects in Shelby County, Tennessee. The proposed acquisition would eliminate this head-to-head competition between APAC and Standard. As a result, prices for hot-mix asphalt would likely increase significantly if the acquisition is consummated.

4. Plaintiff State of Tennessee spends hundreds of millions of dollars on new construction and road maintenance projects each year. Without competing suppliers for the necessary inputs for road construction and other building projects, customers, and Plaintiff State of Tennessee, which receives funding from federal and state taxpayers, would pay the price for APAC's control over these important markets. Due to these market conditions, APAC's acquisition of Standard's hot-mix asphalt business would likely cause significant anticompetitive effects in the market for hot-mix asphalt in Shelby County, Tennessee. Therefore, the proposed acquisition violates Section 7 of the Clayton Act, 15 U.S.C. 18, and should be enjoined.

II. Defendants

5. Defendant CRH is an Irish corporation with headquarters in Dublin, Ireland. CRH produces and sells construction materials and mineral resources. In the United States, CRH, through its network of subsidiaries, is a leader in the supply of aggregate, asphalt, and ready-mix concrete, among numerous other products. CRH conducts business in 44 states and employs 18,500 people at approximately 1,200 operating locations across the country. In 2025, CRH had global sales of approximately $37.4 billion.

6. Defendant APAC, a Delaware corporation with its principal place of business in Atlanta, Georgia, is a wholly owned subsidiary of CRH. APAC is a regional aggregate, asphalt, and construction company serving Memphis, western Tennessee, and northern Mississippi. APAC is one of the largest suppliers of aggregate, asphalt, ready-mix concrete, and construction and paving services in the south-central United States. APAC has a large network of facilities in this part of the United States that operate in different localities.

7. Defendant Standard is a Tennessee corporation headquartered in Cordova, Tennessee. Standard owns four hot-mix asphalt plants and six sand and gravel plants. In 2024, Standard had sales of approximately $81 million.

III. Background

8. Hot-mix asphalt is a composite material used to surface roads, parking lots, and airport tarmacs, among other uses. Hot-mix asphalt consists of aggregate combined with liquid asphalt and other materials. After it is mixed, the hot-mix asphalt is laid in several layers and compacted. Hot-mix asphalt has unique performance characteristics compared to other building materials, such as ready-mix concrete. For example, hot-mix asphalt is the desired material used to build roadways because it has optimal surface durability and friction, resulting in low tire wear, high breaking efficiency, and low roadway noise.

9. Other products generally cannot be used as economically to build and maintain roadways and therefore are not adequate substitutes. Ready-mix concrete in particular is significantly more expensive for paving roadways than hot-mix asphalt and takes significantly longer to set, delaying use of the road. Only in limited circumstances can ready-mix concrete be used to build new roads. In addition, ready-mix concrete cannot be used for repairing asphalt roads.

IV. Relevant Market

10. TDOT purchases significant quantities of hot-mix asphalt for road construction and maintenance projects within the State of Tennessee. For each road project, TDOT provides precise specifications for hot-mix asphalt. TDOT specifications are designed to ensure that the roads are built safely and withstand heavy usage over time. TDOT tests the hot-mix asphalt used in its projects to ensure that it meets TDOT specifications. Using hot-mix asphalt that does not meet TDOT specifications could compromise the safety of the road or cause the need for repairs sooner than would otherwise be required. Therefore, hot-mix asphalt that does not meet TDOT specifications cannot be used for TDOT projects.

11. A small but significant increase in the price of hot-mix asphalt that meets TDOT specifications (hereinafter ( printed page 53635) “TDOT-approved hot-mix asphalt”) would not cause customers to substitute other materials in sufficient quantities, or to utilize hot-mix asphalt that does not meet TDOT specifications, with sufficient frequency so as to make such a price increase unprofitable. Accordingly, the manufacture and sale of TDOT-approved hot-mix asphalt is a line of commerce and a relevant product market within the meaning of Section 7 of the Clayton Act.

12. The relevant geographic markets for TDOT-approved hot-mix asphalt are local due to the physical characteristics of the material and high costs of transportation. The geographic area an asphalt plant can profitably serve is primarily determined by the location of its plant in relation to the job site and the relative location of competing suppliers. Hot-mix asphalt suppliers typically deliver asphalt to a job site.

13. Distance from the plant to the job site is important for two reasons—temperature and transportation costs. First, hot-mix asphalt must be maintained at a certain temperature range before it is poured. If the temperature drops below that required by the asphalt specifications, it cannot be applied to the paving surface. The temperature of hot-mix asphalt drops as it travels from the plant and drops faster in colder weather than in warmer weather. As a result, the distance between a hot-mix asphalt plant and the project site determines whether a plant can service a particular geographic area. Second, hot-mix asphalt is heavy and, as a result, expensive to transport. Therefore, the distance between the site where the asphalt is poured and the asphalt plant drives the transportation costs and has a considerable impact on the area a supplier can profitably serve.

14. Another factor that determines the area a supplier can profitably serve is the location of its plant in relation to the location of competing plants. Suppliers know the importance of transportation costs to a customer's selection of a supplier and also generally know which competing suppliers are within range to deliver to a job site. A hot-mix asphalt supplier often can charge a lower and more competitive price than its competitor if its plant is closer to the customer's location than its competitor's plant.

15. APAC is well positioned with respect to transportation costs because it owns multiple hot-mix asphalt plants in Shelby County, Tennessee from which it can serve various projects. Specifically, APAC owns and operates two of the seven hot-mix asphalt plants that supply projects using TDOT-approved hot-mix asphalt in Shelby County. Standard owns three such hot-mix asphalt plants. The defendants' only other competitor in the area also owns two.

16. A small but significant post-acquisition increase in the price of TDOT hot-mix asphalt to job sites in Shelby County, Tennessee would not cause customers to procure TDOT-approved hot-mix asphalt from suppliers outside Shelby County in sufficient quantities so as to make such a price increase unprofitable. Accordingly, Shelby County, Tennessee constitutes a relevant geographic market for TDOT-approved hot-mix asphalt within the meaning of Section 7 of the Clayton Act.

V. Anticompetitive Effects

17. APAC's acquisition of Standard would substantially lessen competition in the market for TDOT-approved hot-mix asphalt in Shelby County, Tennessee. APAC, Standard, and one other competitor have historically dominated this market. TDOT implements stringent material standards to ensure the safety and durability of highways. APAC's proposed acquisition of Standard would reduce the number of competitors operating hot-mix asphalt plants in Shelby County, Tennessee from three to two and reduce the number of competitors supplying hot-mix asphalt for all types of road construction projects built by TDOT in Shelby County, Tennessee from three to two.

18. Combined, APAC and Standard account for more than 45 percent of the market for TDOT-approved hot-mix asphalt in Shelby County, Tennessee. The market for TDOT-approved hot-mix asphalt is already highly concentrated and, as evidenced by the parties' combined market share, would be significantly more concentrated after the proposed acquisition.

19. Further, the elimination of Standard as an independent competitor in the manufacture and sale of TDOT-approved hot-mix asphalt is likely to facilitate anticompetitive coordination among the remaining producers in bidding to customers in the relevant geographic market. Suppliers in this industry have access to information about competitors' output, capacity, and costs. Given these market conditions, eliminating an important supplier of TDOT-approved hot-mix asphalt is likely to further increase the ability of the remaining competitors to successfully coordinate, reducing the benefits of competition to customers.

20. APAC's proposed acquisition of Standard is likely to substantially lessen head-to-head competition in the manufacture and sale of TDOT-approved hot-mix asphalt in Shelby County, Tennessee. In Shelby County, APAC and Standard are two of the leading suppliers of hot-mix asphalt and two of only a small number of firms that can supply TDOT-approved hot-mix asphalt.

21. APAC and Standard compete directly against one another in Shelby County, Tennessee to provide TDOT-approved hot-mix asphalt to customers. Price competition between APAC and Standard in the manufacture and sale of TDOT-approved hot-mix asphalt has benefited customers. APAC and Standard also vie to win customers' business by offering quality products, reliable delivery, and superior customer support.

22. APAC's proposed acquisition of Standard's hot-mix asphalt assets in Shelby County, Tennessee would eliminate the competition between them and its benefits to customers. The proposed acquisition would substantially increase the likelihood that APAC would unilaterally increase the price of TDOT-approved hot-mix asphalt.

VI. Absence of Countervailing Factors

23. Entry or repositioning of new competitors into the manufacture and sale of TDOT-approved hot-mix asphalt is unlikely to be sufficient or timely enough to prevent the loss of competition that will result from APAC acquiring Standard.

24. Not only does entering into the market for the manufacture and sale of TDOT-approved hot-mix asphalt require significant time and investment to set up production facilities and test new products, brand reputation is also very important to competing successfully for the manufacture and sale of TDOT-approved hot-mix asphalt.

25. In addition, a new entrant into the TDOT-approved hot-mix asphalt market would have to purchase appropriate land close to an aggregate quarry, build a plant, procure the necessary land-use and environmental permits, and obtain TDOT approval of each hot-mix asphalt mix made. These actions and other prerequisites to competing in the relevant market involve significant costs and often lengthy time periods.

26. As a result of these high barriers to entry, entry into the manufacture and sale of TDOT-approved hot-mix asphalt would not be timely, likely, or sufficient to defeat the substantial lessening of competition that would likely result from APAC's acquisition of Standard. ( printed page 53636)

VII. Jurisdiction and Venue

27. 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.

28. Plaintiff State of Tennessee, by and through its Attorney General, brings this action in its sovereign capacity and as parens patriae on behalf of the citizens, general welfare, and economy of the State of Tennessee under its statutory, equitable, or common law powers, and pursuant to Section 16 of the Clayton Act, 15 U.S.C. 26, to prevent and restrain Defendants from violating Section 7 of the Clayton Act, 15 U.S.C. 18.

29. Defendants manufacture and sell hot-mix asphalt in the flow of interstate commerce. Defendants' activity in the sale of hot-mix asphalt substantially affects interstate commerce. The 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.

30. Defendants have consented to venue and personal jurisdiction in this judicial district. Venue is therefore proper in this district under Section 12 of the Clayton Act, 15 U.S.C. 22 and 28 U.S.C. 1391(b) and (c).

VIII. Violations Alleged

31. APAC's acquisition of Standard may substantially lessen competition in the manufacture and sale of hot-mix asphalt in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.

32. Unless enjoined, the proposed acquisition likely would have the following anticompetitive effects relating to the manufacture and sale of TDOT-approved hot-mix asphalt, among others:

(a) actual and potential competition between APAC and Standard in the market for the manufacture and sale of TDOT-approved hot-mix asphalt in Shelby County, Tennessee would be eliminated;

(b) competition in the market for the manufacture and sale of TDOT-approved hot-mix asphalt in Shelby County, Tennessee would be substantially lessened; and

(c) prices for TDOT-approved hot-mix asphalt in Shelby County, Tennessee would likely increase, service quality would likely decrease, and product quality would likely be reduced.

IX. Request for Relief

33. The Plaintiffs request that this Court:

(a) adjudge and decree that APAC's acquisition of Standard would be unlawful and violate Section 7 of the Clayton Act, 15 U.S.C. 18;

(b) preliminarily and permanently enjoin and restrain Defendants and all persons acting on their behalf from consummating the proposed acquisition of Standard by APAC, or from entering into or carrying out any other contract, agreement, plan, or understanding, the effect of which would be to combine APAC and Standard;

(c) award the Plaintiffs their costs for this action; and

(d) award the Plaintiffs such other and further relief as the Court deems just and proper.

Dated: August 7, 2026

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA:

Stanley E. Woodward, Jr., Associate Attorney General

G. Charles Beller, Deputy Assistant Attorney General

Andrew L. Kline, Acting Deputy Director of Civil Enforcement

Soyoung Choe, Acting Chief, Defense, Industrials, and Aerospace Section

Daniel Monahan, Elizabeth Gudis, Assistant Chiefs, Defense, Industrials, and Aerospace Section

Attorneys for Plaintiff United States of America

D. Michael Dunavant, United States Attorney, Western District of Tennessee

Paul Torzilli, Stephen A. Harris, U.S. Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 8700, Washington, DC 20530, Telephone: (202) 476-0547, Fax: (202) 307-9802, Email: Paul.Torzilli@usdoj.gov

For Plaintiff State of Tennessee:

Jonathan Skrmetti (TN B.P.R. No. 031551), Attorney General and Reporter

J. David McDowell (TN B.P.R. No. 024588), Deputy, Antitrust and Scaled Industries Division

Hamilton Millwee (TN B.P.R. No. 038795),

Daniel Lynch (TN B.P.R. No. 041933), Assistant Attorneys General

Office of the Attorney General and Reporter, P.O. Box 20207, Nashville, TN 38202, Telephone: 615-741-8722, Email: David.McDowell@ag.tn.gov, Hamilton.Millwee@ag.tn.gov, Daniel.Lynch@ag.tn.gov

Attorneys for Plaintiff State of Tennessee

Pro Hac Vice Motions Forthcoming

United States District Court for the Western District of Tennessee

United States of America, and State of Tennessee, Plaintiffs, v. CRH plc, APAC-Tennessee, INC. and Standard Construction Group, Inc., Defendants.

Case No.: 2:26-cv-03012

Judge Thomas L. Parker

Proposed Final Judgment

Whereas, Plaintiffs, United States of America and the State of Tennessee, filed their Complaint on August 7, 2026;

And whereas, the United States, the State of Tennessee, and Defendants, CRH plc, APAC-Tennessee, Inc., and Standard Construction Group, Inc., have consented to entry of this Final Judgment without the taking of testimony, 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 relating to any issue of fact or law;

And whereas, Defendants agree to make certain divestitures to remedy the loss of competition alleged in the Complaint;

And whereas, Defendants represent that the divestiture and other relief required by this Final Judgment can and will be made and that Defendants will not later raise a claim of hardship or difficulty as grounds for asking the Court to modify any provision of this Final Judgment;

Now therefore, it is ordered, adjudged, and decreed:

I. Jurisdiction

The 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 (15 U.S.C. 18).

II. Definitions

As used in this Final Judgment:

A. “Acquirer” means Dunn Investment Company or another entity approved by the United States in its sole discretion to which Defendants divest the Divestiture Assets.

B. “APAC” means Defendant APAC-Tennessee, Inc., a Delaware corporation with its headquarters in Memphis, Tennessee, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

C. “CRH” means Defendant CRH plc, an Irish public limited company with its headquarters in Dublin, Ireland, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

D. “Divestiture Assets” means the Tuggle Road Divestiture Assets and the Millington Divestiture Assets.

E. “Divestiture Date” means the date on which the Divestiture Assets are divested to Acquirer pursuant to this Final Judgment. ( printed page 53637)

F. “Dunn Investment Company” means Dunn Investment Company, a Delaware corporation with its headquarters in Birmingham, Alabama, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

G. “Hot-mix asphalt plant” means a plant that produces hot-mix asphalt.

H. “Including” means including, but not limited to.

I. “Millington Plant” means Standard's Millington hot-mix asphalt plant located at 7666 Raleigh Millington Road, Millington, TN 38053.

J. “Millington Divestiture Assets” means all of Standard's rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of hot-mix asphalt from the Millington Plant, including:

1. the Millington Plant and the real property located at 7666 Raleigh Millington Road, Millington, TN 38053;

2. all other real property, including fee simple interests, real property leasehold interests and renewal rights thereto, improvements to real property, and options to purchase any adjoining or other property, together with all buildings, facilities, and other structures;

3. all tangible personal property, including fixed assets, machinery and manufacturing equipment, tools, vehicles, inventory, materials, office equipment and furniture, computer hardware, and supplies;

4. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including supply agreements, teaming agreements, and leases, and all outstanding offers or solicitations to enter into a similar arrangement;

5. to the extent permissible by law, all licenses, permits, certifications, approvals, consents, registrations, waivers, and authorizations, including those issued or granted by any governmental organization, and all pending applications or renewals;

6. the following records and data: (a) customer lists, accounts, sales, and credit records, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees, and (d) drawings, blueprints, and designs; and, at the option of Acquirer, all other records and data, including (e) records and research data concerning historic and current research and development activities, including designs of experiments and the results of successful and unsuccessful designs and experiments; and

7. the following intangible property: (a) technical information and (b) know-how, trade secrets, design protocols, specifications for materials, specifications for parts, specifications for devices, safety procedures ( e.g., for the handling of materials and substances), quality assurance and control procedures and, if Dunn Investment Company is not the Acquirer, at the option of Acquirer, all other intangible property, including: (c) commercial names and d/b/a names, (d) computer software and related documentation, (e) design tools and simulation capabilities, and (f) rights in internet websites and internet domain names.

K. “Relevant Personnel” means the employees listed in Appendix A, and, if Dunn Investment Company is not the Acquirer, at the option of the Acquirer, all full-time, part-time, or contract employees of APAC or Standard, wherever located, whose job responsibilities relate in any way to the Divestiture Assets, at any time between October 7, 2024, and the Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are Relevant Personnel.

L. “Standard” means Defendant Standard Construction Group, Inc., a Tennessee corporation with its headquarters in Cordova, Tennessee, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

M. “Transaction” means the proposed acquisition of Standard by APAC.

N. “Tuggle Road Plant” means APAC's hot-mix asphalt plant located at 4765 Tuggle Road, Memphis, TN 38113.

O. “Tuggle Road Divestiture Assets” means all of CRH and APAC's rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of hot-mix asphalt from the Tuggle Road Plant, including:

1. the Tuggle Road Plant and, at the option of Acquirer, APAC's leasehold interest in the real property located at 4765 Tuggle Road, Memphis, TN 38113;

2. all other real property, including fee simple interests, real property leasehold interests and renewal rights thereto, improvements to real property, and options to purchase any adjoining or other property, together with all buildings, facilities, and other structures;

3. all tangible personal property, including fixed assets, machinery and manufacturing equipment, tools, vehicles, inventory, materials, office equipment and furniture, computer hardware, and supplies;

4. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including supply agreements, teaming agreements, and leases, and all outstanding offers or solicitations to enter into a similar arrangement;

5. to the extent permissible by law, all licenses, permits, certifications, approvals, consents, registrations, waivers, and authorizations, including those issued or granted by any governmental organization, and all pending applications or renewals;

6. the following records and data: (a) customer lists, accounts, sales, and credit records, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees, and (d) drawings, blueprints, and designs; and, at the option of Acquirer, all other records and data, including (e) records and research data concerning historic and current research and development activities, including designs of experiments and the results of successful and unsuccessful designs and experiments; and

7. the following intangible property: (a) technical information, and (b) know-how, trade secrets, design protocols, specifications for materials, specifications for parts, specifications for devices, safety procedures ( e.g., for the handling of materials and substances), quality assurance and control procedures.

III. Applicability

A. This Final Judgment applies to CRH, APAC, and Standard, as defined above, and all other persons in active concert or participation with any Defendant who receive actual notice of this Final Judgment.

B. If, prior to complying with Section IV and Section V of this Final Judgment, Defendants sell or otherwise dispose of all or substantially all of their assets or of business units that include the Divestiture Assets, Defendants must require any purchaser to be bound by the provisions of this Final Judgment. Defendants need not obtain such an agreement from Acquirer. ( printed page 53638)

IV. Divestiture

A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation Stipulation and Order in this matter, to divest the Divestiture Assets in a manner consistent with this Final Judgment to Dunn Investment Company or another Acquirer acceptable to both the United States and the State of Tennessee. After consultation with the State of Tennessee, the United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 90 calendar days in total and will notify the Court of any extensions.

B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships.

C. Defendants must not interfere with any negotiations between Acquirer and a contracting party or customer.

D. Defendants must use best efforts to divest the Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Divestiture Assets.

E. Unless both the United States and the State of Tennessee otherwise consent in writing, divestiture pursuant to this Final Judgment must include the entire Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion after consultation with the State of Tennessee, that the Divestiture Assets can and will be used by Acquirer as part of a viable, ongoing business of the manufacture and sale of hot-mix asphalt, including TDOT-approved hot-mix asphalt, and that the divestiture to Acquirer will remedy the competitive harm alleged in the Complaint.

F. The divestiture must be made to an Acquirer that, in the United States' sole judgment after consultation with the State of Tennessee, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of hot-mix asphalt, including TDOT-approved hot-mix asphalt.

G. The divestiture must be accomplished in a manner that satisfies the United States, in its sole discretion after consultation with the State of Tennessee, that none of the terms of any agreement between Acquirer and Defendants give Defendants the ability unreasonably to raise Acquirer's costs, to lower Acquirer's efficiency, or otherwise interfere in the ability of Acquirer to compete effectively in the manufacture and sale of hot-mix asphalt, including TDOT-approved hot-mix asphalt.

H. In the event Defendants are attempting to divest the Divestiture Assets to an Acquirer other than Dunn Investment Company, Defendants promptly must make known, by usual and customary means, the availability of the Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Divestiture Assets that the Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers, subject to customary confidentiality assurances, all information and documents relating to the Divestiture Assets that are customarily provided in a due diligence process; provided, however, that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.

I. Defendants must provide prospective Acquirers with (1) access to make inspections of the Divestiture Assets; (2) access to all environmental, zoning, and other permitting documents and information relating to the Divestiture Assets; and (3) access to all financial, operational, or other documents and information relating to the Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Divestiture Assets, including on intangible property.

J. Defendants must cooperate with and assist Acquirer in identifying and, at the option of Acquirer, hiring all Relevant Personnel, including:

1. Within 10 business days following the filing of the Complaint in this matter, Defendants must identify all Relevant Personnel to Acquirer and the United States, including by providing organization charts covering all Relevant Personnel.

2. Within 10 business days following receipt of a request by Acquirer or the United States and the divestiture trustee Defendants must provide to Acquirer, the United States, and the divestiture trustee additional information relating to Relevant Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer, the United States, and the divestiture trustee information relating to current and accrued compensation and benefits of Relevant Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the Relevant Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws.

3. At the request of Acquirer, Defendants must promptly make Relevant Personnel available for private interviews with Acquirer during normal business hours at a mutually agreeable location.

4. Defendants must not interfere with any effort by Acquirer to employ any Relevant Personnel. Interference includes offering to increase the compensation or improve the benefits of Relevant Personnel unless (a) the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to October 7, 2024, or (b) the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph IV.J.4. will expire 180 calendar days after the Divestiture Date.

5. For Relevant Personnel who elect employment with Acquirer within 180 days before the Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the Relevant Personnel (or to Acquirer for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer; vest any unvested pension and other equity rights; and provide all other benefits that those Relevant Personnel otherwise would have been provided had the Relevant Personnel continued employment with Defendants, including ( printed page 53639) any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by Relevant Personnel of Defendants' proprietary non-public information that is unrelated to the Divestiture Assets and not otherwise required to be disclosed by this Final Judgment.

6. For a period of 24 months from the Divestiture Date, Defendants may not solicit to re-hire Relevant Personnel who were hired by Acquirer within 180 days of the Divestiture Date unless (a) an individual is terminated or laid off by Acquirer or (b) Acquirer agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph IV.J.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring Relevant Personnel who apply for an employment opening through a general solicitation or advertisement.

K. Defendants must warrant to Acquirer that (1) the Divestiture Assets will be operational and without material defect on the date of their transfer to the Acquirer; (2) there are no material defects in the environmental, zoning, or other permits relating to the operation of the Divestiture Assets; and (3) Defendants have disclosed all encumbrances on any part of the Divestiture Assets, including on intangible property. Following the sale of the Divestiture Assets, Defendants must not undertake, directly or indirectly, challenges to the environmental, zoning, or other permits relating to the operation of the Divestiture Assets.

L. Defendants must use best efforts to assist Acquirer to obtain all necessary licenses, registrations, and permits to operate the Divestiture Business in the manufacture and sale of hot-mix asphalt. Until Acquirer obtains the necessary licenses, registrations, and permits, Defendants must provide Acquirer with the benefit of Defendants' licenses, registrations, and permits to the full extent permissible by law.

M. If any term of an agreement between Defendants and Acquirer, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.

V. Appointment of Divestiture Trustee

A. If Defendants have not divested all of the Divestiture Assets within the period specified in Paragraph IV.A., Defendants must immediately notify the United States and the State of Tennessee of that fact in writing. Upon application of the United States, which Defendants may not oppose, the Court will 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 by the Court, only the divestiture trustee will have the right to sell those Divestiture Assets that the divestiture trustee has been appointed to sell. The divestiture trustee will have the power and authority to accomplish the divestiture to an Acquirer acceptable to the United States, in its sole discretion after consultation with the State of Tennessee, at a price and on terms obtainable through reasonable effort by the divestiture trustee, subject to the provisions of Sections IV, V, and VI of this Final Judgment, and will have other powers as the Court deems appropriate. The divestiture trustee must sell the Divestiture Assets as quickly as possible.

C. Defendants may not object to a sale by the divestiture trustee on any ground other than malfeasance by the divestiture trustee. Objections by Defendants must be conveyed in writing to the United States, the State of Tennessee, and the divestiture trustee within 10 calendar days after the divestiture trustee has provided the notice of proposed divestiture required by Section VI.

D. The divestiture trustee will serve at the cost and expense of Defendants pursuant to a written agreement, on terms and conditions, including confidentiality requirements and conflict of interest certifications, approved by the United States in its sole discretion.

E. The divestiture trustee may hire at the cost and expense of Defendants any agents or consultants, including investment bankers, attorneys, and accountants, that are reasonably necessary in the divestiture trustee's judgment to assist with the divestiture trustee's duties. These agents or consultants will be accountable solely to the divestiture trustee and will serve on terms and conditions, including confidentiality requirements and conflict-of-interest certifications, approved by the United States in its sole discretion.

F. The compensation of the divestiture trustee and agents or consultants hired by the divestiture trustee must be reasonable in light of the value of the Divestiture Assets and based on a fee arrangement that provides the divestiture trustee with incentives based on the price and terms of the divestiture and the speed with which it is accomplished. If the divestiture trustee and Defendants are unable to reach agreement on the divestiture trustee's compensation or other terms and conditions of engagement within 14 calendar days of the appointment of the divestiture trustee by the Court, the United States, in its sole discretion, may take appropriate action, including by making a recommendation to the Court. Within three business days of hiring an agent or consultant, the divestiture trustee must provide written notice of the hiring and rate of compensation to Defendants, the United States, and the State of Tennessee.

G. The divestiture trustee must account for all monies derived from the sale of the Divestiture Assets sold by the divestiture trustee and all costs and expenses incurred. Within 30 calendar days of the Divestiture Date, the divestiture trustee must submit that accounting to the Court for approval. After approval by the Court of the divestiture trustee's accounting, including fees for unpaid services and those of agents or consultants hired by the divestiture trustee, all remaining money must be paid to Defendants, and the trust will then be terminated.

H. Defendants must use best efforts to assist the divestiture trustee to accomplish the required divestiture. Subject to reasonable protection for trade secrets, other confidential research, development, or commercial information, or any applicable privileges, Defendants must provide the divestiture trustee and agents or consultants retained by the divestiture trustee with full and complete access to all personnel, books, records, and facilities of the Divestiture Assets. Defendants also must provide or develop financial and other information relevant to the Divestiture Assets that the divestiture trustee may reasonably request. Defendants must not take any action to interfere with or to impede the divestiture trustee's accomplishment of the divestiture.

I. The divestiture trustee must maintain complete records of all efforts made to sell the Divestiture Assets, including by filing monthly reports with the United States and the State of Tennessee setting forth the divestiture trustee's efforts to accomplish the divestiture ordered by this Final Judgment. The reports must 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 ( printed page 53640) Assets and must describe in detail each contact.

J. If the divestiture trustee has not accomplished the divestiture ordered by this Final Judgment within 180 calendar days of appointment, the divestiture trustee must promptly provide the United States and the State of Tennessee with 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 for completing the divestiture. Following receipt of that report, the United States may make additional recommendations to the Court. The Court thereafter may enter such orders as it deems appropriate to carry out the purpose of this Final Judgment, which may include extending the trust and the term of the divestiture trustee's appointment by a period requested by the United States.

K. The divestiture trustee will serve until divestiture of all Divestiture Assets is completed or for a term otherwise ordered by the Court.

L. If the United States determines that the divestiture trustee is not acting diligently or in a reasonably cost-effective manner, the United States may recommend that the Court appoint a substitute divestiture trustee.

VI. Notice of Proposed Divestiture

A. Within two business days following execution of a definitive agreement with an Acquirer other than Dunn Investment Company to divest the Divestiture Assets, Defendants or the divestiture trustee, whichever is then responsible for effecting the divestiture, must notify the United States and the State of Tennessee of the proposed divestiture. If the divestiture trustee is responsible for completing the divestiture, the divestiture trustee also must notify Defendants. The notice must 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.

B. After receipt by both the United States and the State of Tennessee of the notice required by Paragraph VI.A., the United States and the State of Tennessee may make one or more requests to Defendants or the divestiture trustee for additional information concerning the proposed divestiture, the proposed Acquirer, and other prospective Acquirers. Defendants and the divestiture trustee must furnish any additional information requested within 15 calendar days of the receipt of each request unless the requesting party provides written agreement to a different period.

C. Within 45 calendar days after receipt of the notice required by Paragraph VI.A. or within 20 calendar days after the United States and the State of Tennessee have been provided the additional information requested pursuant to Paragraph VI.B., whichever is later, the United States will provide written notice to Defendants and any divestiture trustee that states whether the United States, in its sole discretion after consultation with the State of Tennessee, objects to the proposed Acquirer or any other aspect of the proposed divestiture. Without written notice that the United States does not object, a divestiture may not be consummated. 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 Paragraph V.C. of this Final Judgment. Upon objection by Defendants pursuant to Paragraph V.C., a divestiture by the divestiture trustee may not be consummated unless approved by the Court.

VII. Financing

Defendants may not finance all or any part of Acquirer's purchase of all or part of the Divestiture Assets.

VIII. Asset Preservation Obligations

Defendants must take all steps necessary to comply with the Asset Preservation Stipulation and Order entered by the Court.

IX. Affidavits

A. Within 20 calendar days of entry of the filing of the Complaint in this matter, and every 30 calendar days thereafter until the divestiture required by this Final Judgment has been completed, each Defendant must deliver to the United States an affidavit, signed by each Defendant's Chief Financial Officer and General Counsel describing in reasonable detail the fact and manner of that Defendant's compliance with this Final Judgment. The United States, in its sole discretion, may approve different signatories for the affidavits.

B. In the event Defendants are attempting to divest the Divestiture Assets to an Acquirer other than Dunn Investment Company, each affidavit required by Paragraph IX.A. must include: (1) the name, address, and telephone number of each person who, during the preceding 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, an interest in the Divestiture Assets and describe in detail each contact with such persons during that period; (2) a description of the efforts Defendants have taken to solicit buyers for and complete the sale of the Divestiture Assets and to provide required information to prospective Acquirers; and (3) a description of any limitations placed by Defendants on information provided to prospective Acquirers. Objection by the United States to information provided by Defendants to prospective Acquirers must be made within 14 calendar days of receipt of the affidavit, except that the United States may object at any time if the information set forth in the affidavit is not true or complete.

C. Defendants must keep all records of any efforts made to divest the Divestiture Assets until one year after the Divestiture Date.

D. Within 20 calendar days of the filing of the Complaint in this matter, each Defendant must deliver to the United States an affidavit signed by APAC's Chief Financial Officer and Defendant Standard's Chief Financial Officer that describes in reasonable detail all actions that Defendant has taken and all steps that Defendant has implemented on an ongoing basis to comply with Section VIII of this Final Judgment. The United States, in its sole discretion, may approve different signatories for the affidavits.

E. If a Defendant makes any changes to actions and steps described in affidavits provided pursuant to Paragraph IX.D., the Defendant must, within 15 calendar days after any change is implemented, deliver to the United States an affidavit describing those changes.

F. Defendants must keep all records of any efforts made to comply with Section VIII until one year after the Divestiture Date.

G. At the State of Tennessee's request, Defendants must furnish copies of all affidavits and records required by this Section IX to the State of Tennessee for review.

X. Compliance Inspection

A. For the purposes of determining or securing compliance with this Final Judgment or of related orders such as the Asset Preservation Stipulation and Order or of determining whether this Final Judgment should be modified or vacated, upon the written request of an authorized representative of the Assistant Attorney General for the Antitrust Division or the Tennessee ( printed page 53641) Attorney General's Office and reasonable notice to Defendants, Defendants must permit, from time to time and subject to legally recognized privileges, authorized representatives, including agents retained by the United States:

1. to have access during Defendants' business hours to inspect and copy, or at the option of the United States, to require Defendants to provide electronic copies of all books, ledgers, accounts, records, data, and documents, wherever located, 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, wherever located, who may have their individual counsel present, relating to any matters contained in this Final Judgment. The interviews must 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 for the Antitrust Division or the Tennessee Attorney General's Office, Defendants must submit written reports or respond to written interrogatories, under oath if requested, relating to any matters contained in this Final Judgment.

XI. Notification

A. Unless a 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”), Defendants may not, without first providing at least 30 calendar days advance notification to the United States and the State of Tennessee, directly or indirectly acquire any assets of or any interest, including a financial, security, loan, equity, or management interest, in an entity involved in the manufacture and sale of hot-mix asphalt in the State of Tennessee during the term of this Final Judgment; provided that notification pursuant to this Section is not required if the entity whose assets or interest are being acquired generated less than $5 million in revenue from the manufacture and sale of hot-mix asphalt in the State of Tennessee the most recent completed calendar year.

B. Defendants must provide the notification required by this Section XI in the same format as, and in accordance with 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 8 of the instructions must be provided only about hot-mix asphalt.

C. Notification must include, beyond the information required by the instructions, the names of the principal representatives who negotiated the transaction on behalf of each party, and all management or strategic plans discussing the proposed transaction. If, within the 30 calendar days following notification, representatives of the United States make a written request for additional information, Defendants may not consummate the proposed transaction until 30 calendar days after submitting all requested information.

D. Early termination of the waiting periods set forth in this Section XI 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 XI must be broadly construed, and any ambiguity or uncertainty relating to whether to file a notice under this Section XI must be resolved in favor of filing notice.

XII. No Reacquisition

Defendants may not reacquire any part of or any interest in the Divestiture Assets during the term of this Final Judgment without prior written authorization of both the United States and the State of Tennessee.

XIII. Public Disclosure

A. No information or documents obtained pursuant to any provision in this Final Judgment may 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, for the purpose of evaluating a proposed Acquirer or securing compliance with this Final Judgment, or as otherwise required by law.

B. In the event of a request by a third party, pursuant to the Freedom of Information Act, 5 U.S.C. 552, for disclosure of information obtained pursuant to any provision of this Final Judgment, the Antitrust Division will act in accordance with that statute and the Department of Justice regulations at 28 CFR part 16, including the provision on confidential commercial information at 28 CFR 16.7. Defendants submitting information to the Antitrust Division should designate the confidential commercial information portions of all applicable documents and information under 28 CFR 16.7. Designations of confidentiality expire 10 years after submission, “unless the submitter requests and provides justification for a longer designation period.” See28 CFR 16.7(b).

C. If at the time that Defendants furnish information or documents to the United States pursuant to any provision of this Final Judgment, Defendants represent and identify in writing information or documents for 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,” the United States must give Defendants 10 calendar days' notice before divulging the material in any legal proceeding (other than a grand jury proceeding).

D. Pursuant to Tenn. Code Ann. § 10-7-504(a)(5)(a), all information obtained pursuant to any provision in this Final Judgment by the State of Tennessee and protected as confidential or privileged under federal law must not be open for public inspection. This information must not be disclosed to the public by the State of Tennessee except in the discharge of the duties of the office of the Tennessee Attorney General and Reporter or as otherwise required by law. The State of Tennessee must give Defendants ten (10) calendar days' notice before disclosing any information or documents obtained pursuant to any provision in this Final Judgment.

XIV. Retention of Jurisdiction

The Court retains jurisdiction to enable any party to this Final Judgment to apply to the 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.

XV. Enforcement of Final Judgment

A. If at any time during the five-year period following entry of this Final Judgment, the United States or the State of Tennessee determines in its sole discretion that the Final Judgment has failed to fully redress the violations alleged in the Complaint, then the United States or the State of Tennessee may re-open this proceeding to seek additional relief, including divestiture of additional assets. Such additional relief may be ordered by this Court upon a finding by a preponderance of the evidence that there is a reasonable probability that the proposed Final Judgment did not fully redress the violations alleged in the Complaint. ( printed page 53642)

B. The United States and the State of Tennessee retain and reserve all rights to enforce the provisions of this Final Judgment, including the right to seek an order of contempt from the Court. In a civil contempt action, a motion to show cause, or a similar action brought by the United States or the State of Tennessee relating to an alleged violation of this Final Judgment, the United States or the State of Tennessee may establish a violation of this Final Judgment and the appropriateness of a remedy therefor by a preponderance of the evidence, and Defendants waive any argument that a different standard of proof should apply.

C. This Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore the competition the United States and the State of Tennessee allege was harmed by the challenged conduct. Defendants may be held in contempt of, and the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter.

D. In an enforcement proceeding in which the Court finds that Defendants have violated this Final Judgment, the United States or the State of Tennessee may apply to the Court for an extension of this Final Judgment, together with other relief that may be appropriate. In connection with a successful effort by the United States or the State of Tennessee to enforce this Final Judgment against a Defendant, whether litigated or resolved before litigation, that Defendant must reimburse the United States and the State of Tennessee for the fees and expenses of their attorneys, as well as all other costs including experts' fees, incurred in connection with that effort to enforce this Final Judgment, including in the investigation of the potential violation.

E. For a period of four years following the expiration of this Final Judgment, if the United States or the State of Tennessee has evidence that a Defendant violated this Final Judgment before it expired, the United States or the State of Tennessee may file an action against that Defendant in this Court requesting that the Court order: (1) Defendant to comply with the terms of this Final Judgment for an additional term of at least four years following the filing of the enforcement action; (2) all appropriate contempt remedies; (3) additional relief needed to ensure the Defendant complies with the terms of this Final Judgment; and (4) fees or expenses as called for by this Section XV.

XVI. Expiration of Final Judgment

Unless the Court grants an extension, this Final Judgment will expire 10 years from the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon joint motion by the United States and the State of Tennessee to the Court and notice by the United States and the State of Tennessee to Defendants that the divestiture has been completed and continuation of this Final Judgment is no longer necessary or in the public interest.

XVII. 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 by making available to the public copies of this Final Judgment and the Competitive Impact Statement, public comments thereon, and any response to comments by the United States. Based upon the record before the Court, which includes the Competitive Impact Statement and, if applicable, any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest.

Date:

United States District Judge

Appendix A

Tuggle Road Asphalt Plant—Employees: (1) Plant Foreman; (2) Loader Operator; (3) Quality Control Technician; (4) Asphalt Plant Laborer.

United States District Court for the Western District of Tennessee

United States of America, and State of Tennessee, Plaintiffs, v. CRH plc, APAC-Tennessee, Inc. and Standard Construction Group, Inc., Defendants.

Case No.: 2:26-cv-03012

Judge Thomas L. Parker

Competitive Impact Statement

In accordance with the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h) (the “APPA” or “Tunney Act”), the United States of America files this Competitive Impact Statement related to the proposed Final Judgment filed in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

Defendants CRH plc (“CRH”), CRH's United States subsidiary APAC-Tennessee, Inc. (“APAC”), and Standard Construction Group, Inc. (“Standard”) entered into an agreement pursuant to which CRH and APAC would acquire Standard's sand and gravel, hot-mix asphalt, and paving and construction services business. The United States and the State of Tennessee filed a civil antitrust Complaint on August 7, 2026, seeking to enjoin the proposed acquisition. The Complaint alleges that the likely effect of this proposed acquisition would be to substantially lessen competition in the manufacture and sale of Tennessee Department of Transportation (“TDOT”)-approved hot-mix asphalt (hereinafter “TDOT-approved hot-mix asphalt”) in the Shelby County, Tennessee area in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.

At the same time the Complaint was filed, the United States and the State of Tennessee filed a proposed Final Judgment and an Asset Preservation Stipulation and Order (“Stipulation and Order”), which are designed to remedy the loss of competition alleged in the Complaint.

Under the proposed Final Judgment, which is explained more fully below, Defendants are required, among other things, to divest APAC's Tuggle Road facility and Standard's Millington facility, which are in Shelby County. Under the terms of the Stipulation and Order, Defendants must take certain steps to operate, preserve, and maintain the full economic viability, marketability, and competitiveness of the assets that must be divested. The purpose of these terms in the Stipulation and Order is to ensure that competition is maintained during the pendency of the required divestitures.

The United States, the State of Tennessee, 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 will retain jurisdiction to construe, modify, or enforce the provisions of the proposed Final Judgment and to punish violations thereof.

II. Description of Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Transaction

Defendant CRH is an Irish corporation with headquarters in Dublin, Ireland. Through a network of subsidiaries in the ( printed page 53643) United States, including Defendant APAC—a Delaware corporation with its principal place business in Atlanta, Georgia that serves western Tennessee and northern Mississippi—CRH produces and sells construction materials and mineral resources. In the United States, CRH is a leader in the supply of aggregate, asphalt, and ready-mix concrete, among numerous other products. In 2025, CRH had global sales of approximately $37.4 billion.

Defendant Standard is a Tennessee corporation headquartered in Cordova, Tennessee. Standard owns four hot-mix asphalt plants and six sand and gravel plants. In 2024, Standard had sales of approximately $81 million.

On October 7, 2024, APAC and Standard entered into a letter of intent pursuant to which CRH and APAC would acquire Standard's sand and gravel, hot mix asphalt, and paving and construction services business. The effect of the proposed transaction, as initially agreed to by Defendants, may be substantially to lessen competition as a result of APAC's acquisition of Standard's assets.

B. The Competitive Effects of Transaction

Hot-mix asphalt is a composite material used to surface roads, parking lots, and airport tarmacs, among other uses. Hot-mix asphalt consists of aggregate, which includes sand, gravel and crushed stone, combined with liquid asphalt and other materials. Hot-mix asphalt has unique performance characteristics compared to other building materials, such as ready-mix concrete. For example, hot-mix asphalt is the desired material used to build roadways because it has optimal surface durability and friction, resulting in low tire wear, high breaking efficiency, and low roadway noise.

1. Relevant Product Market

As alleged in the Complaint, other products generally cannot be used as economically to build and maintain roadways and therefore are not adequate substitutes for TDOT-approved hot-mix asphalt. Ready-mix concrete in particular is significantly more expensive for paving roadways than hot-mix asphalt and takes significantly longer to set, delaying use of the road. Only in limited circumstances can ready-mix concrete be used to build new roads. In addition, ready-mix concrete cannot be used for repairing asphalt roads.

TDOT and other customers purchase significant quantities of TDOT-approved hot-mix asphalt for road construction and maintenance projects within the State of Tennessee. To ensure that roads are built safely and can withstand heavy usage over time, TDOT implements stringent material standards, provides precise specifications for hot-mix asphalt on each project, and performs tests to ensure that it meets TDOT specifications. Using TDOT-approved hot-mix asphalt that does not meet TDOT specifications could compromise the safety of the road or cause the need for repairs sooner than would otherwise be required. Therefore, hot-mix asphalt that does not meet TDOT specifications cannot be used for TDOT projects.

A small but significant increase in the price of TDOT-approved hot-mix asphalt would not cause customers to substitute other materials in sufficient quantities, or to use hot-mix asphalt that does not meet its specifications, with sufficient frequency so as to make such a price increase unprofitable. Accordingly, the manufacture and sale of TDOT-approved hot-mix asphalt is a line of commerce and a relevant product market within the meaning of Section 7 of the Clayton Act.

2. Relevant Geographic Market

As alleged in the Complaint, the relevant geographic markets for TDOT-approved hot-mix asphalt are local due to the physical characteristics of the material and high costs of transportation. Suppliers of TDOT-approved hot-mix asphalt typically deliver asphalt to a job site, and the geographic area an asphalt plant can profitably serve is primarily determined by the location of its plant in relation to the job site and the relative location of competing suppliers. This is because hot-mix asphalt must be maintained at a certain temperature range before it is poured or else it cannot be applied to the paving surface. Additionally, hot-mix asphalt is heavy and, as a result, expensive to transport, meaning that transportation costs can considerably affect the area a supplier can profitably serve. Lastly, the area a supplier can profitably serve depends on the location of its plant relative to competing plants because a hot-mix asphalt supplier often can charge a lower and more competitive price than its competitor if its plant is closer to the customer's location than its competitor's plant.

A small but significant post-acquisition increase in the price of TDOT-approved hot-mix asphalt to job sites in Shelby County, Tennessee would not cause customers to procure TDOT-approved hot-mix asphalt from suppliers outside Shelby County in sufficient quantities so as to make such a price increase unprofitable. Accordingly, Shelby County, Tennessee constitutes a relevant geographic market for TDOT-approved hot-mix asphalt within the meaning of Section 7 of the Clayton Act.

3. Anticompetitive Effects

As alleged in the Complaint, APAC's acquisition of Standard would substantially lessen competition in the market for TDOT-approved hot-mix asphalt in Shelby County, Tennessee, which has historically been dominated by APAC and Standard. APAC's proposed acquisition of Standard would reduce the number of competitors operating TDOT-approved hot-mix asphalt plants in Shelby County, Tennessee from three to two and would give the combined firm more than 45 percent of the market for TDOT-approved hot-mix asphalt sold there. The market for TDOT-approved hot-mix asphalt is already highly concentrated and, as evidenced by the parties' combined market share, would be significantly more concentrated after the proposed acquisition.

The Complaint further alleges that the elimination of Standard as an independent competitor in the manufacture and sale of TDOT-approved hot-mix asphalt is likely to facilitate anticompetitive coordination among the remaining producers in bidding to customers in the relevant geographic market. Suppliers in this industry have access to information about competitors' output, capacity, and costs, since bid information submitted to TDOT is public. Given these market conditions, eliminating an important hot-mix asphalt supplier is likely to further increase the ability of the remaining competitors to successfully coordinate, reducing the benefits of competition to customers.

APAC's proposed acquisition of Standard is likely to substantially lessen head-to-head competition in the manufacture and sale of TDOT-approved hot-mix asphalt in Shelby County, Tennessee. In Shelby County, APAC and Standard are two of the leading suppliers of TDOT-approved hot-mix asphalt and two of only a small number of suppliers that can supply TDOT-approved hot-mix asphalt.

APAC and Standard compete directly against one another in Shelby County, Tennessee to provide TDOT-approved hot-mix asphalt to customers. Price competition between APAC and Standard in the manufacture and sale of TDOT-approved hot-mix asphalt has benefited customers. APAC and Standard also vie to win customers' business by offering quality products, reliable delivery, and superior customer support. ( printed page 53644)

As alleged in the Complaint, APAC's proposed acquisition of Standard's hot-mix asphalt assets in Shelby County, Tennessee would eliminate the competition between them and its benefits to customers. The proposed acquisition would substantially increase the likelihood that APAC would unilaterally increase the price of TDOT-approved hot-mix asphalt.

4. Absence of Countervailing Factors

As alleged in the Complaint, due to significant time, financial investment, and need for brand reputation, entry or repositioning of new competitors into the manufacture and sale of TDOT-approved hot-mix asphalt is unlikely to be sufficient or timely enough to prevent the loss of competition that will result from APAC acquiring Standard. A new entrant into the hot-mix asphalt market would need to purchase appropriate land close to an aggregate quarry, build a plant, procure the necessary land-use and environmental permits, and obtain TDOT approval of each hot-mix asphalt mix made. These actions and other prerequisites to competing in the relevant market involve significant costs and often take considerable time to accomplish. These high barriers to entry would preclude timely or likely entry into the manufacture and sale of TDOT-approved hot-mix asphalt by new competitors that would sufficiently remedy the substantial lessening of competition that would likely result from APAC's acquisition of Standard.

III. Explanation of the Proposed Final Judgment

The relief required by the proposed Final Judgment would sufficiently remedy the loss of competition alleged in the Complaint by establishing an independent and economically viable competitor in the market for the manufacture and sale of TDOT-approved hot-mix asphalt in Shelby County, Tennessee. Paragraph IV(A) of the proposed Final Judgment requires Defendants, within 30 days after the entry of the Stipulation and Order by the Court in this matter, to divest the divestiture assets described below to Dunn Investment Company (“Dunn”) or an alternative acquirer acceptable to both the United States and the State of Tennessee. The assets must be divested in such a way as to satisfy the United States, in its sole discretion, after consultation with the State of Tennessee, that the assets can and will be operated by the acquirer as a viable, ongoing business that can compete effectively in the manufacture and sale of hot-mix asphalt, including TDOT-approved hot-mix asphalt, in Shelby County, Tennessee. Defendants must take all reasonable steps necessary to accomplish the divestiture quickly and must cooperate with the acquirer.

A. Divestiture Assets

The assets Defendants are required to divest to Dunn or an alternative acquirer pursuant to the proposed Final Judgment include: (1) Standard's hot-mix asphalt plant located at 7666 Raleigh Millington Road, Millington, TN 38053, along with other related assets, defined in the proposed Final Judgment as the “Millington Divestiture Assets,” and (2) APAC's hot-mix asphalt plant located at 4765 Tuggle Road, Memphis, TN 38113, along with other related assets, defined in the proposed Final Judgment as the “Tuggle Road Divestiture Assets.” These divestiture assets include, among other things, real and personal property, contracts, agreements, licenses, and certain records, data, and intellectual property. If the acquirer of the divestiture assets is not Dunn, then additional assets are required to be divested at the acquirer's option. including a leasehold interest in the property on which the Tuggle Road facility sits, additional records and data, intellectual property, and intangible assets related to the divested plants.

B. Other Provisions

The proposed Final Judgment contains provisions intended to facilitate the Acquirer's efforts to hire certain employees. In the Final Judgment, Dunn would be hiring the relevant personnel listed in Appendix A. In the event Dunn is not the acquirer, then an alternative Acquirer, at the option of the Acquirer, can hire all full-time, part-time, or contract employees of APAC or Standard, wherever located, whose job responsibilities relate in any way to the Divestiture Assets, at any time between October 7, 2024, and the Divestiture Date. Specifically, Paragraph IV(J) of the proposed Final Judgment requires Defendants to provide the acquirer and the United States with organization charts and information relating to these employees and to make them available for interviews. It also provides that Defendants must not interfere with any negotiations by the acquirer to hire these employees. In addition, for employees who elect employment with the acquirer, Defendants must waive all non-compete and non-disclosure agreements, vest all unvested pension and other equity rights, provide any pay pro rata, provide all compensation and benefits that those employees have fully or partially accrued, and provide all other benefits that the employees would generally be provided had those employees continued employment with Defendants, including but not limited to any retention bonuses or payments. Paragraph IV(J)(6) further provides that Defendants may not solicit to hire any of those employees who were hired by the acquirer, unless an employee is terminated or laid off by the acquirer or the acquirer agrees in writing that Defendants may solicit to hire that individual. The non-solicitation period runs for 24 months from the date of the divestiture.

Paragraph IV(B) of the proposed Final Judgment will facilitate the transfer to the acquirer of customers and other contractual relationships that are included within the Divestiture Assets. Defendants must transfer all contracts, agreements, and relationships to the acquirer and must make best efforts to assign, subcontract, or otherwise transfer contracts or agreements that require the consent of another party before assignment, subcontracting, or other transfer.

During the term of the Final Judgment, Defendants are required by Section XI of the proposed Final Judgment to provide the United States and the State of Tennessee advance notice of any direct or indirect acquisition of any interest in any business engaged in the manufacture and sale of hot-mix asphalt in the State of Tennessee that would not otherwise be reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. 18a (the “HSR Act”). Notification pursuant to this Section is not required, however, if the entity whose assets or interest are being acquired generated less than $5 million in revenue from the manufacture and sale of hot-mix asphalt in the State of Tennessee in the most recent completed calendar year.

Pursuant to Paragraph XI(B), Defendants must notify the United States and the State of Tennessee of such acquisitions as it would for a required HSR Act filing, as specified in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations. The proposed Final Judgment further provides for waiting periods and opportunities for the United States to obtain additional information analogous to the provisions of the HSR Act before such acquisitions can be consummated. Requiring notification before acquisition of an entity involved in the manufacture and sale of hot-mix asphalt in the State of Tennessee will permit the United States and the State of Tennessee to assess the competitive effects of that acquisition before it is consummated ( printed page 53645) and, if necessary, seek to enjoin the transaction. The proposed Final Judgment's notification requirement is important because the market for the manufacture and sale of hot-mix asphalt is already highly concentrated and there is a possibility that transactions may not be large enough to trigger the applicable thresholds under the HSR Act.

If Defendants do not accomplish the divestiture within the period prescribed in Paragraph IV(A) of the proposed Final Judgment, Section V of the proposed Final Judgment provides that the Court will appoint a divestiture trustee selected by the United States to effect the divestiture. If a divestiture trustee is appointed, the proposed Final Judgment provides that Defendants must pay all costs and expenses of the trustee. The divestiture trustee's commission must 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 the divestiture trustee's appointment becomes effective, the trustee must provide monthly reports to the United States and the State of Tennessee setting forth his or her efforts to accomplish the divestiture. If the divestiture has not been accomplished within 180 days of the divestiture trustee's appointment, the United States may make recommendations to the Court, which will enter such orders as appropriate, in order to carry out the purpose of the Final Judgment, including by extending the trust or the term of the divestiture trustee's appointment.

The proposed Final Judgment also contains provisions designed to promote compliance with and make enforcement of the Final Judgment as effective as possible.

Paragraph XV(A) provides that if, at any time during the five-year period following entry of the Final Judgment, the United State or the State of Tennessee determines in its sole discretion that the Final Judgment has failed to fully redress the violations alleged in the Complaint, then the United States or the State of Tennessee may re-open this proceeding to seek additional relief, including the divestiture of additional assets. The Court may order such additional relief if it finds by a preponderance of the evidence that there is a reasonably probability that the proposed Final Judgment did not fully redress the violations alleged in the Complaint.

Paragraph XV(B) provides that the United States and the State of Tennessee retain and reserve all rights to enforce the Final Judgment, including the right to seek an order of contempt from the Court. Under the terms of this paragraph, Defendants have agreed that in any civil contempt action, any motion to show cause, or any similar action brought by the United States or the State of Tennessee regarding an alleged violation of the Final Judgment, the United States or the State of Tennessee may establish the violation and the appropriateness of any remedy by a preponderance of the evidence and that Defendants have waived any argument that a different standard of proof should apply. This provision aligns the standard for compliance with the Final Judgment with the standard of proof that applies to the underlying offense that the Final Judgment addresses.

Paragraph XV(C) provides additional clarification regarding the interpretation of the provisions of the proposed Final Judgment. The proposed Final Judgment is intended to remedy the loss of competition the United States and the State of Tennessee allege would otherwise be harmed by the transaction. Defendants agree that they will abide by the proposed Final Judgment and that they may be held in contempt of the Court for failing to comply with any provision of the proposed Final Judgment that is stated specifically and in reasonable detail, as interpreted in light of this procompetitive purpose.

Paragraph XV(D) provides that if the Court finds in an enforcement proceeding that a Defendant has violated the Final Judgment, the United States or the State of Tennessee may apply to the Court for an extension of the Final Judgment, together with such other relief as may be appropriate. In addition, to compensate American taxpayers for any costs associated with investigating and enforcing violations of the Final Judgment, Paragraph XV(D) provides that, in any successful effort by the United States or the State of Tennessee to enforce the Final Judgment against a Defendant, whether litigated or resolved before litigation, the Defendant must reimburse the United States and the State of Tennessee for attorneys' fees, experts' fees, and other costs incurred in connection with that effort to enforce this Final Judgment, including the investigation of the potential violation.

Paragraph XV(E) states that the United States or the State of Tennessee may file an action against a Defendant for violating the Final Judgment for up to four years after the Final Judgment has expired or been terminated. This provision is meant to address circumstances such as when evidence that a violation of the Final Judgment occurred during the term of the Final Judgment is not discovered until after the Final Judgment has expired or been terminated or when there is not sufficient time for the United States or the State of Tennessee to complete an investigation of an alleged violation until after the Final Judgment has expired or been terminated. This provision, therefore, makes clear that, for four years after the Final Judgment has expired or been terminated, the United States or the State of Tennessee may still challenge a violation that occurred during the term of the Final Judgment.

Finally, Section XVI of the proposed Final Judgment provides that the Final Judgment will expire ten years from the date of its entry, except that after five years from the date of its entry, the Final Judgment may be terminated upon joint motion by the United States and the State of Tennessee to the Court and notice by the United States and the State of Tennessee to Defendants that the divestiture has been completed and continuation of the Final Judgment is no longer necessary or in the public interest.

IV. Remedies Available to Potential Private Plaintiffs

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 neither impairs nor assists 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, the State of Tennessee, 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 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 ( printed page 53646) should do so within 60 days of the date of publication of this Competitive Impact Statement in the Federal Register , or within 60 days of the first 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 U.S. Department of Justice, which remains free to withdraw its consent to the proposed Final Judgment at any time before the Court's entry of the Final Judgment. The comments and the response of the United States will be filed with the Court. In addition, the comments and the United States' responses will be published in the Federal Register unless the Court agrees that the United States instead may publish them on the U.S. Department of Justice, Antitrust Division's internet website.

Written comments should be submitted in English to:

Soyoung Choe, Acting Chief, Defense, Industrials, and Aerospace Section, Antitrust Division, United States Department of Justice, 450 Fifth St. NW, Suite 8700, Washington, DC 20530, ATR.Public-Comments-Tunney-Act-MB@usdoj.gov

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

As an alternative to the proposed Final Judgment, the United States considered a full trial on the merits against Defendants. The United States could have continued the litigation and sought preliminary and permanent injunctions against CRH's acquisition of Standard. The United States is satisfied, however, that the relief required by the proposed Final Judgment will substantially remedy the anticompetitive effects alleged in the Complaint, preserving competition for the manufacture and sale of TDOT-approved hot-mix asphalt in Shelby County. Thus, the proposed Final Judgment achieves 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.

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

Under the Clayton Act and APPA, proposed Final Judgments, or “consent decrees,” in antitrust cases brought by the United States are subject to a 60-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); United States v. U.S. Airways Grp., 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 U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) (noting that a court's review of a proposed Final 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 mechanisms to enforce the final judgment are clear and manageable”).

As the U.S. 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 in the government's Complaint, whether the proposed Final Judgment is sufficiently clear, whether its enforcement mechanisms are sufficient, and whether it may positively harm third parties. See Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the relief secured by the proposed Final Judgment, a court may not “make de novo determination of facts and issues.” United States v. W. Elec. Co., 993 F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted); see also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 F. Supp. 2d 37, 40 (D.D.C. 2001); United States v. Enova Corp., 107 F. Supp. 2d 10, 16 (D.D.C. 2000); InBev, 2009 U.S. Dist. LEXIS 84787, at *3. Instead, “[t]he balancing of competing social and political interests affected by a proposed antitrust decree must be left, in the first instance, to the discretion of the Attorney General.” W. Elec. Co., 993 F.2d at 1577 (quotation marks omitted). “The court should also bear in mind the flexibility of the public interest inquiry: the court's function is not to determine whether the resulting array of rights and liabilities is the one that will best serve society, but only to confirm that the resulting settlement is within the reaches of the public interest.” Microsoft, 56 F.3d at 1460 (quotation marks omitted); see also United States v. Deutsche Telekom AG, No. 19-2232 (TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020). More demanding requirements would “have enormous practical consequences for the government's ability to negotiate future settlements,” contrary to congressional intent. Microsoft, 56 F.3d at 1456. “The Tunney Act was not intended to create a disincentive to the use of the consent decree.” Id.

The United States' predictions about the efficacy of the remedy are to be afforded deference by the Court. See, e.g., Microsoft, 56 F.3d at 1461 (recognizing courts should give “due respect to the Justice Department's . . . view of the nature of its case”); United States v. Iron Mountain, Inc., 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (“In evaluating objections to settlement agreements under the Tunney Act, a court must be mindful that [t]he government need not prove that the settlements will perfectly remedy the alleged antitrust harms[;] it need only provide a factual basis for concluding that the settlements are reasonably adequate remedies for the alleged harms.” (internal citations omitted)); United States v. Republic Servs., Inc., 723 F. Supp. 2d 157, 160 (D.D.C. 2010) (noting “the deferential review to which the government's proposed remedy is accorded”); United States v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (“A district court must accord due respect to the government's prediction as to the effect of proposed remedies, its perception of the market structure, and its view of the nature of ( printed page 53647) the case.”). The ultimate question is whether “the remedies [obtained by the Final Judgment are] so inconsonant with the allegations charged as to fall outside of the `reaches of the public interest.'” Microsoft, 56 F.3d at 1461 ( quoting W. Elec. Co., 900 F.2d at 309).

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 U.S. 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 (“[T]he `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.

In its 2004 amendments to the APPA, Congress made clear its intent to preserve the practical benefits of using judgments proposed by the United States in antitrust enforcement, Public Law 108-237 § 221, and added 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 U.S. 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). This language explicitly wrote into the statute what Congress intended when it first 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). “A court can make its public interest determination based on the competitive impact statement and response to public comments alone.” U.S. Airways, 38 F. Supp. 3d at 76 (citing Enova Corp., 107 F. Supp. 2d at 17).

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: August 7, 2026

Respectfully Submitted,

Stanley E. Woodward, Jr.,

Associate Attorney General

G. Charles Beller,

Deputy Assistant Attorney General

Andrew L. Kline

Acting Deputy Director of Civil Enforcement

Soyoung Choe

Acting Chief,

Defense, Industrials, and Aerospace Section

Daniel Monahan,

Elizabeth Gudis,

Assistant Chiefs,

Defense, Industrials, and Aerospace Section

Paul Torzilli, United States Department of Justice, Antitrust Division, Defense, Industrials, and Aerospace Section, 450 Fifth Street NW, Suite 8700, Washington, DC 20530, Tel.: (202) 476-0547, Email: Paul.Torzilli@usdoj.gov.