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Notice2026-18136

United States v. KKR & Co. Inc., et al.; Proposed Final Judgment and Competitive Impact Statement

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Published

September 4, 2026

Issuing agencies

Justice DepartmentAntitrust Division

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<title>Federal Register, Volume 91 Issue 171 (Friday, September 4, 2026)</title>
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[Federal Register Volume 91, Number 171 (Friday, September 4, 2026)]
[Notices]
[Pages 56901-56918]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-18136]

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DEPARTMENT OF JUSTICE

Antitrust Division

United States v. KKR & Co. Inc., 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 Southern District of New York in
United States of America v. KKR & Co. Inc., et al., Civil Action No.
1:25-cv-343-LTS. On January 14, 2025, the United States filed a
Complaint alleging that KKR & Co. Inc. and various related entities
(including KKR & Co. GP LLC) failed to make complete and accurate
premerger filings at least sixteen separate times, violating Section 7A
of the Clayton Act, 15 U.S.C. 18a. The proposed Final Judgment, filed
on August 26, 2026, requires KKR & Co. GP LLC to pay a civil penalty in
the amount of $250,000,000 to the United States within thirty calendar
days of entry of the Final Judgment.
Copies of the Complaint, proposed Final Judgment, and Competitive
Impact Statement are available for inspection on the Antitrust
Division's website at <a href="http://www.justice.gov/atr">http://www.justice.gov/atr</a> and at the Office of
the Clerk of the United States District Court for the Southern District
of New York. 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 Danielle Hauck, Acting Chief, Technology and Digital
Platforms Section, Antitrust Division, Department of Justice, 450 Fifth
Street NW, Suite 7100, Washington, DC 20530 (email address: <a href="/cdn-cgi/l/email-protection#723326205c2207101e1b115f311d1f1f171c06015f26071c1c170b5f3311065f3f30320701161d185c151d04"><span class="__cf_email__" data-cfemail="c7869395e997b2a5abaea4ea84a8aaaaa2a9b3b4ea93b2a9a9a2beea86a4b3ea8a8587b2b4a3a8ade9a0a8b1">[email&#160;protected]</span></a>).

Suzanne Morris,
Deputy Director Civil Enforcement Operations, Antitrust Division.

United States District Court

Southern District of New York

UNITED STATES OF AMERICA, U.S. Department of Justice, Antitrust
Division, 450 5th St. NW, Washington, DC 20530, Plaintiff, v. KKR &
CO. INC., 30 Hudson Yards, New York, NY 10001, KKR & CO. GP LLC, 30
Hudson Yards, New York, NY 10001, KOHLBERG KRAVIS ROBERTS & CO.
L.P., 30 Hudson Yards, New York, NY 10001, KKR AMERICAS FUND XII
L.P., c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New
York, NY 10001, KKR AMERICAS FUND XII (KESTREL) L.P., c/o Kohlberg
Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, NY 10001, KKR
AMERICAS FUND XII (THRIVE) L.P., c/o Kohlberg Kravis Roberts & Co.
L.P., 30 Hudson Yards, New York, NY 10001, KKR APPLE AGGREGATOR
L.P., c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New
York, NY 10001, KKR CHORD IP AGGREGATOR L.P., 30 Hudson Yards, New
York, NY 10001, KKR CORE HOLDING COMPANY LLC, c/o Kohlberg Kravis
Roberts & Co. L.P., 30 Hudson Yards, New York, NY 10001, KKR CORE II
HOLDING COMPANY LLC, c/o Kohlberg Kravis Roberts & Co. L.P., 30
Hudson Yards, New York, NY 10001, KKR DCIF LOWER ENTITY III SCSP, c/
o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, NY
10001, KKR GLOBAL IMPACT FUND SCSP, c/o Kohlberg Kravis Roberts &
Co. L.P., 30 Hudson Yards, New York, NY 10001, KKR GLOBAL
INFRASTRUCTURE INVESTORS IV USD (APPLE) L.P., c/o Kohlberg Kravis
Roberts & Co. L.P., 30 Hudson Yards, New York, NY 10001, KKR NORTH
AMERICA FUND XIII SCSP, c/o Kohlberg Kravis Roberts & Co. L.P., 30
Hudson Yards, New York, NY 10001, and KKR OBSIDIAN AGGREGATOR LP, c/
o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, NY
10001, Defendants.

Case No.: 1:25-cv-343

Complaint

Defendant KKR & Co. Inc. and its co-defendant investment advisors
and funds (collectively ``KKR'') are in the business of buying and
selling companies, often completing over a dozen transactions each
year. Many of those transactions are subject to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (``HSR Act'') and its implementing
rules, which require parties to transactions above a certain size to
submit a premerger filing to the Department of Justice's Antitrust
Division and the Federal Trade Commission. As one of the oldest,
largest, and most-sophisticated private equity firms in the United
States, KKR and its executives have for nearly five decades been
subject to the HSR Act and its requirement to provide information and
documents to the federal antitrust agencies, certify their accuracy,
and observe the statutory waiting period before completing
transactions.
Rather than comply with the law, and despite repeated sworn
certifications of its compliance, KKR and its executives systematically
flouted the requirements of the HSR Act. Just since 2021 KKR was
required to make more than 100 premerger filings under the HSR Act. But
over the course of only two years--2021 and 2022--KKR failed to make
complete and accurate premerger filings at least 16 separate times.
Sometimes KKR failed to include required business documents such as
those that assessed competition in markets impacted by the deal,
including documents that had already been circulated to its partners
and investment committees, despite certifying it had done so. In at
least one instance, KKR failed to correct a deficient filing to include
documents that its outside counsel had in their possession, even after
its outside counsel relayed the Antitrust Division's inquiries about
potentially omitted documents. Sometimes KKR's executives and employees
ordered or made alterations to the business documents filed including
in some instances information about the competitive implications of the
proposed transaction. And, for at least two transactions, KKR failed to
make any pre-consummation filings at all.

[[Page 56902]]

[GRAPHIC] [TIFF OMITTED] TN04SE26.000

KKR repeatedly evaded legally-mandated scrutiny of its investment
business, which allowed it to close potentially anticompetitive
transactions without proper review by the antitrust agencies, review
that should have been informed by relevant documents and information.
By flouting the Act's filing requirements, KKR has impeded the federal
antitrust agencies' opportunities to evaluate the potential
anticompetitive effects of KKR's transactions before they were
completed.
Congress understood that for enforcement against anticompetitive
mergers to be most effective, the Antitrust Division and FTC needed
specific information and the opportunity to act before the transaction
was complete. And Congress recognized not only the importance of the
merging company making the required filings and providing the required
information, but the importance of that information being timely.
Accordingly, Congress authorized steep civil penalties for a company in
violation of the Act, penalties that currently stand at more than
$50,000 per day per violation. KKR's serial violations are unusual,
expansive, and long-running. Cumulatively, it has been in violation of
the HSR Act for more than ten thousand days since early 2021, taking
into account each of the 16 separate violations of which the United
States is aware.
The United States brings this civil action to obtain the
substantial civil penalties authorized by the Act, and to obtain other
equitable relief from KKR to alleviate the harms from its serial
violations of the HSR Act and to prevent their recurrence.
The United States alleges as follows:

I. Premerger Filings Required by the Hart-Scott-Rodino Act and the HSR
Act Rules

1. The HSR Act's premerger notification and reporting requirements
are essential to the integrity of the U.S. antitrust enforcement
framework affecting mergers and acquisitions.
2. Today, the vast majority of antitrust enforcement actions
affecting mergers and acquisitions falls under Section 7 of the Clayton
Act, which prohibits any transaction where, in any relevant market,
``the effect of such acquisition may be substantially to lessen
competition, or to tend to create a monopoly.'' 15 U.S.C. 18. Section 7
``is intended to halt monopolies and restraints of trade in their
initial stages, before they ripen into full-scale Sherman Act
violations.'' H.R. Rep. 94-1373, at 5 (1976).
3. After Section 7's enactment, however, the antitrust agencies
rarely had the chance to sue to block illegal mergers before they were
consummated and therefore often could not prevent serious harm to
competition from occurring. In 1976, therefore, Congress passed the HSR
Act, Section 7A of the Clayton Act, to further strengthen antitrust
enforcement by giving the antitrust agencies the chance to move to
block transactions before they were complete. Specifically, the HSR Act
prohibits any company from carrying out a transaction over a certain
size, with certain limited exceptions, unless the company notifies the
antitrust agencies of the transaction and generally waits at least 30
days before the transaction is consummated. 15 U.S.C. 18a(a), (b).
4. Although it is not a substitute for post-complaint discovery
under the Federal Rules of Civil Procedure, the HSR Act's waiting
period is designed to give the antitrust agencies the opportunity to
meaningfully investigate whether a transaction may violate the
antitrust laws before parties consummate the transaction and, if
necessary, to seek an injunction. As Congress made clear, the agencies
need ``a fair and reasonable opportunity to detect and investigate
large mergers of

[[Page 56903]]

questionable legality before they are consummated,'' H.R. Rep. 94-1373,
at 5 (1976), and this pre-consummation review is ``essential in order
to carry out the underlying purpose of section 7.'' S. Rep. 94-803, at
64-65 (1976).
5. The HSR Act, unlike Section 7 of the Clayton Act, does not
proscribe anticompetitive conduct. Parties to transactions covered by
the HSR Act must abide by its requirements regardless of whether the
transaction, if consummated, would be unlawful.
6. The HSR Act authorizes the FTC, with concurrence from the
Antitrust Division, to promulgate rules that require the premerger
filing notification ``be in such form and contain such documentary
material and information relevant to a proposed acquisition as is
necessary and appropriate'' to determine whether such acquisition, if
consummated, may violate the antitrust laws. 15 U.S.C. 18a(d)(1). The
FTC also is authorized to define the terms used in the HSR Act and
establish other rules that are necessary and appropriate to carry out
the purposes of the notification and waiting period provisions. 15
U.S.C. 18a(d)(2). The FTC first promulgated the HSR Act Rules in 1978
to carry out the purposes of the HSR Act and has periodically updated
them since. 16 CFR 801-803. These HSR Act Rules require that the
notification be provided to the antitrust agencies in accordance with a
Notification and Report Form (``HSR Form'' or ``Form'') that is made a
part of the Rules. 16 CFR 803.1 and appendix to 16 CFR part 803. The
FTC adjusts the HSR Act's jurisdictional thresholds annually, based on
changes in gross national product. Currently, only certain transactions
valued at more than $119.5 million are subject to the HSR Act. 89 FR
7708 (Mar. 6, 2024).
7. The instructions to the HSR Form, contained in the appendix to
16 CFR part 803, require parties to the transaction to submit with
their premerger filings certain business documents prepared by or for
officers and directors that help illuminate how the proposed
transaction may affect competition. These are often referred to as
``Item 4'' documents after the portions of the HSR Form that call for
them. Item 4(c) of the Form requires parties to ``[p]rovide all
studies, surveys, analyses, and reports which were prepared . . . for
the purpose of evaluating or analyzing the acquisition with respect to
market shares, competition, competitors, markets, potential for sales
growth or expansion into product or geographic markets.'' Item 4(d) of
the Form requires parties to provide ``all Confidential Information
Memoranda''; ``all studies, surveys, analyses and reports prepared by
[third party advisors such as investment bankers] . . . for the purpose
of evaluating or analyzing market shares, competition, competitors,
markets, potential for sales growth, or expansion into product or
geographic markets''; and ``all studies, surveys, analyses and reports
evaluating or analyzing synergies and/or efficiencies.''
8. These documents provide information about the merging companies'
own evaluations of competition in the markets likely to be affected by
the proposed transaction. These documents also provide unique insight
into the viewpoints of the merging parties and are indispensable to the
antitrust agencies' evaluation of potential competitive effects of
proposed transactions. As such, documents called for by Item 4 of the
HSR Form are some of the most important documents that merging
companies must submit to the antitrust agencies.
9. If a party to a transaction does not provide all the information
and documents required by the HSR Form, including not providing
documents called for by Item 4, then it must provide ``a statement of
reasons for such noncompliance.'' 15 U.S.C. 18a(b)(1). Section 803.3 of
the HSR Act Rules details the information that should be included
within each statement of noncompliance. The purpose of the statement is
to provide the antitrust agencies with sufficient information so that
they can assess whether information was withheld lawfully.
10. The HSR Act's waiting period does not begin until both parties
have provided complete notifications, commonly known as ``HSR
filings,'' to the antitrust agencies. Therefore, the HSR Act Rules
require an officer, director, or general partner of each filing party
to certify, under penalty of perjury under the laws of the United
States, that the HSR Form and accompanying documents were ``prepared
and assembled under [his/her] supervision'' in accordance with
instructions issued by the FTC, and that ``the information is, to the
best of [his/her] knowledge, true, correct, and complete'' in
accordance with the HSR Act and the HSR Act Rules. 16 CFR 803.6(a) and
appendix to 16 CFR part 803.
11. This certification is not a rubber stamp. It is intended to
place upon the individual who signs it the responsibility for
supervising the filing company's compliance with the HSR Act and
ultimately determining that, to the best of that individual's
knowledge, the information provided is true, correct, and complete in
accordance with the HSR Act and the HSR Act Rules. It is also intended
to estop the person on whose behalf the HSR Form is filed from later
denying the completeness or accuracy of the information contained in
it.
12. Congress established significant daily penalties to ensure that
companies complied with the HSR Act. A company that fails to comply
with any of its notification provisions is liable to the United States
for a civil penalty for each day it is in violation. 15 U.S.C.
18a(g)(1). Originally set at $10,000 per day in 1976, the maximum
amount of the civil penalty now sits at $51,744 per day. Federal Civil
Penalties Inflation Adjustment Act Improvements Act of 2015, Pub. L.
114-74 Sec. 701 (further amending the Federal Civil Penalties
Inflation Adjustment Act of 1990, 28 U.S.C. 2461 note), and 16 CFR
1.98(a). These civil penalties apply without regard to whether the
underlying transaction itself also violates the antitrust laws. In
addition, Congress further authorized courts to provide such other
equitable relief as is necessary or appropriate. 15 U.S.C.
18a(g)(2)(C).

II. KKR'S Illegal Conduct

13. KKR repeatedly violated the HSR Act through conduct that
pervaded deal teams, senior executives, and investment funds across the
company. Despite routinely certifying its compliance with the HSR Act
and HSR Act Rules and purporting to submit complete HSR filings, KKR
and its executives failed to meet their obligations under the law.
Sometimes, KKR failed to turn over, as required by Item 4 of the HSR
Form, business documents reflecting market shares, competitive
analysis, and other types of assessments that help illuminate the
competitive impact of a transaction. KKR omitted required documents
from its HSR filings for at least ten deals. For at least eight
transactions, KKR altered documents before submitting them to the
antitrust agencies, including in some instances information about the
competitive implications of the proposed transaction. And, at least
twice, KKR failed to make any premerger HSR filings at all before
consummating a qualifying transaction.

A. KKR Systematically Omitted Item 4 Documents, Including in at Least
Ten Transactions

14. In March 2022, KKR attempted to acquire a company called
TalentNeuron, a leading labor market analytics provider, in a
transaction valued at $300 million. KKR's HSR filing for

[[Page 56904]]

TalentNeuron included only two Item 4 documents. The Antitrust Division
notified KKR that it was opening a preliminary investigation into the
proposed acquisition and highlighted the paucity of Item 4 documents.
In April 2022, KKR withdrew and refiled its HSR filing to extend the
HSR premerger review period. The HSR Act Rules required KKR to include
any new Item 4 documents with its refiling. 16 CFR 803.12(c). KKR
included two additional Item 4 documents with its refiling, including
an Investment Committee report that predated the first filing date and
plainly should have been submitted in the first instance.
15. KKR prepared the Investment Committee report as it considered
whether to acquire TalentNeuron. The report gave detailed information
about the competitive implications of the proposed transaction that was
relevant to the Antitrust Division's premerger review. In particular,
the report analyzed the commercial benefits to KKR of acquiring
TalentNeuron and merging it with Emsi Burning Glass, a company that KKR
had created through a series of earlier acquisitions of labor market
analytics companies. Emsi Burning Glass was also TalentNeuron's most
significant competitor at the time. The Investment Committee report was
shared with officers and directors of KKR a few days before KKR first
made its HSR filing for the proposed acquisition, and drafts of this
document also were shared with KKR's outside antitrust counsel for
review. On the day of KKR's original HSR filing, this document was
presented to the Investment Committee--a group that included the
certifier of the HSR filing--immediately before this individual signed
the certification attesting that the filing was complete. Nonetheless,
KKR omitted this document from its HSR filing.
16. In response to a subsequent subpoena, KKR later produced three
additional documents that had been omitted from the original
TalentNeuron HSR filing. KKR blamed its deficient filing, in part, on
alleged misunderstandings and oversight by its outside antitrust
counsel. Amid further investigation by the Antitrust Division, KKR
abandoned the TalentNeuron transaction.
17. As described in further detail below, see paragraphs 66-85 and
106-135, there are at least nine other HSR filings, in addition to
TalentNeuron, in which KKR certified that it had complied with the HSR
Act and Rules but failed to submit required Item 4 documents with its
HSR filing: Emsi (HSR filing nos. 2021-1932; 2023-1045), Lynx (HSR
filing no. 2022-0079), Ross (HSR filing no. 2022-0996), OutSystems (HSR
filing nos. 2022-2539; 2022-3060), Barracuda (HSR filing no. 2022-
2108), Therapy Brands (HSR filing no. 2021-1693), Equus I (HSR filing
no. 2022-2600), Equus II (HSR filing no. 2022-3141), and Minnesota
Rubber (HSR filing no. 2022-2952). These incomplete HSR filings were
prepared by multiple KKR deal team members, certified by senior
executives in different investment funds across the company, and
submitted by several different outside law firms on behalf of KKR.
18. In many cases, KKR included in these HSR filings a very small
number of Item 4 documents and, only in response to the Antitrust
Division's investigation, including subpoenas for documents and
testimony, did KKR eventually identify more Item 4 documents--and
sometimes many more--that KKR omitted from its HSR filings.

[[Page 56905]]

[GRAPHIC] [TIFF OMITTED] TN04SE26.001

B. For at Least Eight Transactions, KKR Altered Documents Before
Submitting Them to the Antitrust Division

20. The HSR Act Rules require a merging party to submit true,
complete, and correct copies of all responsive documents and then
certify that it has done so. But in some cases, KKR employees altered
those documents to delete relevant information in ways that limited the
ability of the antitrust agencies to accurately assess the antitrust
implications of KKR's proposed transactions. These alterations took
place after KKR employees had shared them with KKR's officers and
directors but before KKR submitted them as part of its HSR filings.
21. As described in greater detail below, see paragraphs 66-105, in
connection with at least eight separate transactions in 2021-2022, KKR
altered language in Item 4 documents before submitting them to the
antitrust agencies as part of the associated HSR filings: Emsi (HSR
filing nos. 2021-1932; 2023-1045), Lynx (HSR filing no. 2022-0079),
Ross (HSR filing no. 2022-0996), OutSystems (HSR filing nos. 2022-2539;
2022-3060), ERM (HSR filing no. 2021-2211), Kobalt Music (HSR filing
no. 2021-3222), John Laing (HSR filing no. 2021-2229), and Neighborly
(HSR filing no. 2021-2624). In at least four of those instances, KKR
both omitted Item 4 documents and altered what Item 4 documents it did
submit. KKR employees across different investment funds and deal teams
altered these documents. Five of the eight affected HSR filings
included one altered document each, two included two altered documents
each, and one included four altered documents.
22. KKR altered documents even after it became aware of the
Antitrust Division's investigation into its HSR Act compliance. KKR
made its original HSR filing in connection with the OutSystems
acquisition several months after the Antitrust Division's investigation
began. Nevertheless, KKR made that filing--and certified compliance
with the HSR Act and Rules--while omitting multiple Item 4 documents
and submitting two others that had been altered. Three months later,
KKR submitted a corrective HSR filing and included the omitted Item 4
documents but still included the altered documents, and then certified
its compliance again. Finally, over a year later--more than fifteen
months after it had originally purported to comply with the HSR Act,
KKR admitted that two Item 4 documents submitted in both earlier HSR
filings had been altered prior to their submission.
23. KKR's document alterations in these eight HSR filings included
deal materials prepared for KKR executives, such as partner or
Investment Committee reports, that discussed key considerations by KKR
in analyzing potential transactions. At times, KKR's alterations were
extensive. For example, for the ERM Transaction, KKR deleted 40 out of
48 pages of one Item 4 document, and 25 out of 42 pages of another,
before submitting the HSR filing and certifying compliance with the
statute and Rules. These document alterations were not inadvertent or
accidental; rather, KKR deal teams deliberately altered these documents
before they were submitted in HSR filings.

[[Page 56906]]

C. For at Least Two Different Transactions, KKR Failed To Properly
Notify a Merger or Acquisition at All

24. KKR's HSR Act violations go beyond failing to submit or
altering Item 4 documents called for by the HSR Form. KKR violated the
HSR Act twice by failing to make premerger HSR filings for at least two
qualifying transactions.
25. In December 2021, KKR admitted to the FTC that it did not make
premerger HSR filings before closing two acquisitions, Applovin and
Adjust. When it submitted corrective filings more than seven months
after it had completed those transactions, KKR assured the FTC these
failures to file were merely ``inadvertent[ ]'' and ``exceptional,''
resulting from ``an unusual and unanticipated set of circumstances,''
and inconsistent with its ``internal policies and procedures in place
to ensure compliance with HSR.'' But in fact, KKR's failures to comply
with the HSR Act requirements for the Applovin or Adjust acquisitions
were not ``exceptional''--they were of a piece with at least 14 other
HSR Act violations committed before, during, and after the failures it
admitted to with regard to Applovin and Adjust.

D. KKR's HSR Act Violations Are Systemic

26. For years, KKR failed to maintain sufficient controls over its
HSR filing practices and otherwise ensure full compliance with the HSR
Act. For example, KKR provided inadequate training to employees
involved in collecting responsive documents and certifying HSR filings.
At times, KKR deal teams failed to search the files of certain
directors or officers for relevant Item 4 documents in preparing HSR
filings. And at times, KKR's senior executives who were responsible for
certifying under penalty of perjury that each HSR filing was true,
correct, and complete and prepared under that executive's supervision
failed to review complete and final versions of the filings prior to
signing the certifications.
27. Although KKR engaged law firms with significant antitrust
experience to assist with its HSR filings, it retained ultimate
responsibility for the collection of responsive documents and
information for, and certified the adequacy of, each HSR filing.
28. Moreover, even when KKR provided its outside counsel with
materials that unambiguously should have been included in an HSR
filing--and those responsive materials were not in fact submitted to
the antitrust agencies--KKR nonetheless signed the HSR certification
and authorized a deficient filing. In at least one instance, KKR did
not submit a corrective HSR filing even after its outside counsel
relayed to the KKR deal team direct inquiries by the Antitrust Division
about potentially omitted documents. Strikingly, there, outside counsel
told KKR deal team members that the law firm had in its possession at
least one omitted document that it continued to withhold from the
Antitrust Division, with KKR's assent, notwithstanding these direct
inquiries.
29. KKR's systemic failure to meet its obligations under the HSR
Act contributed to at least 16 violations since 2021. The actual number
of HSR Act violations to be uncovered during discovery is likely
higher.

III. KKR'S Illegal Conduct Threatens the Integrity of the U.S.
Premerger Review System

30. While an HSR Act violation may be found regardless of whether
the underlying transaction ultimately violates Section 7 of the Clayton
Act, 15 U.S.C. 18, KKR's misconduct highlights the potential
anticompetitive harm the public bears when companies circumvent the HSR
Act's requirements and close potentially anticompetitive transactions
without proper premerger review.
31. In at least two instances, KKR closed potentially
anticompetitive transactions after submitting HSR filings that omitted
and altered documents that were required to be submitted to the
antitrust agencies. Both transactions were part of KKR strategies to
``roll up'' companies through serial acquisitions of a KKR portfolio
company's competitors. In each case, KKR omitted and altered required
documents about the affected markets that would have informed the
Antitrust Division's review of the potential competitive effects of the
acquisitions. The omissions and alterations of these documents from
KKR's HSR filings allowed it to consummate the acquisitions without the
requisite antitrust scrutiny by the Antitrust Division. KKR benefited
from these violations of the HSR Act, generating millions of dollars in
revenues, while leaving the public in the affected markets to bear the
risks of consolidation and reduced competition as a result of the
transactions.
32. In 2021, KKR acquired Emsi, a labor market analytics company,
for approximately $350 million. As part of its HSR filing, KKR
submitted only two Item 4 documents, while omitting 28 documents that
should have been submitted at the time. The omitted documents contained
essential information about competition between Emsi and a KKR
portfolio company called Burning Glass, a leading competitor to Emsi
and one of very few meaningful alternatives available to customers at
the time.
33. The omitted documents included statements related to potential
post-merger price increases as a result of a reduction in competition
from KKR acquiring Emsi and merging it with Burning Glass. The omitted
documents also described the competitive landscape as a ``two-player
market,'' consisting of Emsi and Burning Glass, and characterized Emsi
as the ``biggest'' and ``closest and most formidable competitor'' to
Burning Glass. KKR's sanitized HSR filing hid KKR's expectation that
the planned merger of Emsi and Burning Glass would be ``the killer
combination'' and provide KKR with an ``opportunity to . . . create the
undisputed category leader'' and a ``scaled category killer'' in the
market.
34. In April 2023, KKR submitted a corrective HSR filing for the
Emsi transaction to include these omitted documents--almost two years
after closing the deal. But even the corrective HSR filing was not
complete, despite KKR's second certification that it was. In August
2023, KKR admitted that both its original HSR filing for Emsi in 2021
and its refiling in 2023 included one Item 4 document that KKR altered
before submitting it to the antitrust agencies. While reviewing deal
documents related to the planned Emsi acquisition in April 2021, a KKR
partner instructed a deal team member to edit a portion of an
Investment Committee report in advance of the HSR review process by
circling the ``Competitive Behavior'' section of a diligence chart and
writing ``[need to revise for HSR purposes]'' in the document:

[[Page 56907]]

[GRAPHIC] [TIFF OMITTED] TN04SE26.002

35. Thereafter, the KKR deal team member did not merely revise the
``Competitive Behavior'' section but deleted this row entirely from an
earlier version of the document--one that had already been presented to
the Investment Committee in March 2021--before submitting the altered
document to the Antitrust Division with KKR's HSR filing for Emsi.
36. The full impact of KKR's acquisition of Emsi, and the resulting
elimination of head-to-head competition between Emsi and Burning Glass,
came to light two years after the transaction closed and during the
Antitrust Division's investigation of KKR's HSR Act violations. At that
time, the Antitrust Division opened a merger investigation into KKR's
then-consummated acquisition of Emsi, issuing compulsory process to
both KKR and Emsi's former owner. The merger of Emsi and Burning Glass
raised competition concerns about the combination of two leading
providers of labor market analytics, potentially resulting in higher
prices, fewer choices, and less innovation. As explained in a pricing
strategy document uncovered during the post-consummation merger
investigation, the Emsi/Burning Glass merger ``eliminated a competitor
. . . and because of that, [there is] less leverage to drop in price,
and more reason to increase.'' KKR acknowledged this intended effect of
the Emsi/Burning Glass merger, hiring a consultant to perform a pricing
study shortly after acquiring Emsi to ``understand [the] competitive
situation after [the] merger.'' This pricing study recommended an
average price increase of about 20% across customer types and
attributed that increase in part to ``decreased competitive
intensity.'' Thereafter, the merged Emsi/Burning Glass company adopted
a strategy of increasing prices.
37. KKR's HSR Act violations with respect to Lynx also disguised a
potentially anticompetitive merger involving services provided to
general aviation customers. In 2021, KKR acquired Lynx, a fixed-base
operator that provides fuel and other services to general aviation
customers, for about $425 million. KKR launched its strategy to roll up
fixed-base operators earlier in 2021 by first acquiring Atlantic
Aviation, a company that operated a large network of fixed-base
operators throughout the United States, for $3.5 billion. In 2021, KKR
then sought to acquire Lynx, Atlantic Aviation's competitor. KKR
submitted only five documents in its HSR filing for Lynx, while
omitting another 29 documents that should have been submitted at the
time. KKR also deleted five pages of one of the Lynx Item 4 documents
that discussed the planned follow-on acquisition of a third fixed-base
operator, Ross, and then submitted the same altered document twice:
first, as an Item 4 document with its Lynx HSR filing, and then again,
the same altered document as an Item 4 document with its Ross HSR
filing.
38. As with Emsi, the omitted Item 4 documents for Lynx included
important information related to competition--this time about different
regional markets where KKR planned to benefit from merging Lynx with
Atlantic Aviation's network of fixed-base operators. In these omitted
documents, KKR also observed that merging Lynx with Atlantic Aviation
would give KKR ownership of the fixed-base operators at ``sister
pairs'' of airports--that is, two airports located near one another in
the same metropolitan area--in both Pittsburgh, Pennsylvania, and
Portland, Oregon. In Pittsburgh, Atlantic Aviation was the sole fixed-
base operator at Pittsburgh International Airport (PIT), and Lynx was
the sole fixed-base operator at nearby Allegheny County Airport (AGC).
In Portland, Atlantic Aviation was the sole fixed-base operator at
Portland International Airport (PDX), and Lynx was one of two fixed-
base operators at nearby Aurora State Airport (UAO). KKR explained in
the omitted documents that combining the PIT/AGC sister pair in
Pittsburgh, and combining the PDX/UAO sister pair in Portland, ``could
be strategically complementary, especially for [KKR's] pricing
initiative.'' As a result, KKR concluded in the omitted documents that
the combination of Lynx and Atlantic Aviation ``will help increase
rates'' in the Pittsburgh region and ``will help lift rates and
prices'' in the Portland region.
39. With the closing of the Lynx acquisition, KKR took over a
competitor and was in a position to enrich itself with expected
anticompetitive benefits of the regional consolidation of the Atlantic
Aviation and Lynx fixed-base operator networks through its combined
ownership of both the PIT/AGC and PDX/UAO sister pairs.

IV. The Defendants

40. Defendant KKR & Co. Inc. (``KKR Parent'') is a corporation
organized and existing under the laws of the state of Delaware with its
principal place of business at 30 Hudson Yards, New York, New York
10001.
41. Defendant KKR & Co. GP LLC (``KKR GP LLC'') is a limited
liability company organized and existing under the laws of the state of
Delaware with its principal place of business at 30 Hudson Yards, New
York, New York 10001.
42. Defendant Kohlberg Kravis Roberts & Co. L.P. (``Kohlberg Kravis
Roberts'') is a limited partnership organized and existing under the
laws of the state of Delaware with its principal place of business at
30 Hudson Yards, New York, New York 10001.
43. Defendants KKR Parent, KKR GP LLC, and Kohlberg Kravis Roberts
are collectively referred to herein as the ``KKR Investment Managers.''
Defendant KKR Parent owns and controls Defendant KKR GP LLC. Defendant
KKR GP LLC is the sole general partner of, and has sole control over,
Defendant Kohlberg Kravis Roberts. Defendant Kohlberg Kravis Roberts is
the parent company of Defendant KKR Parent's

[[Page 56908]]

global asset management business, which includes the remaining
Defendants named below, and its employees were responsible for
preparing the HSR filings at issue herein.
44. Defendant KKR Americas Fund XII L.P. (``KKR Americas Fund'') is
a limited partnership organized and existing under the laws of the
Cayman Islands with its principal place of business at 30 Hudson Yards,
New York, New York 10001.
45. Defendant KKR Americas Fund XII (Kestrel) L.P. (``KKR Americas
Fund Kestrel'') is a limited partnership organized and existing under
the laws of the state of Delaware with its principal place of business
at 30 Hudson Yards, New York, New York 10001.
46. Defendant KKR Americas Fund XII (Thrive) L.P. (``KKR Americas
Fund Thrive'') is a limited partnership organized and existing under
the laws of the state of Delaware with its principal place of business
at 30 Hudson Yards, New York, New York 10001.
47. Defendant KKR Apple Aggregator L.P. (``KKR Apple Fund'') is a
limited partnership organized and existing under the laws of the state
of Delaware with its principal place of business at 30 Hudson Yards,
New York, New York 10001.
48. Defendant KKR Chord IP Aggregator L.P. (``KKR Chord Fund'') is
a limited partnership organized and existing under the laws of Ontario,
Canada, with its principal place of business at 30 Hudson Yards, New
York, New York 10001.
49. Defendant KKR Core Holding Company LLC (``KKR Core Fund'') is a
limited liability company organized and existing under the laws of the
state of Delaware with its principal place of business at 30 Hudson
Yards, New York, New York 10001.
50. Defendant KKR Core II Holding Company LLC (``KKR Core II
Fund'') is a limited liability company organized and existing under the
laws of the Cayman Islands with its principal place of business at 30
Hudson Yards, New York, New York 10001.
51. Defendant KKR DCIF Lower Entity III SCSp (``KKR DCIF Fund'') is
a special limited partnership organized and existing under the laws of
Luxembourg with its principal place of business at 30 Hudson Yards, New
York, New York 10001.
52. Defendant KKR Global Impact Fund SCSp (``KKR Global Impact
Fund'') is a special limited partnership organized and existing under
the laws of Luxembourg with its principal place of business at 30
Hudson Yards, New York, New York 10001.
53. Defendant KKR Global Infrastructure Investors IV USD (Apple)
L.P. (``KKR Global Infrastructure Fund'') is a limited partnership
organized and existing under the laws of Ontario, Canada, with its
principal place of business at 30 Hudson Yards, New York, New York
10001.
54. Defendant KKR North America Fund XIII SCSp (``KKR North America
XIII Fund'') is a special limited partnership organized and existing
under the laws of Luxembourg with its principal place of business at 30
Hudson Yards, New York, New York 10001.
55. Defendant KKR Obsidian Aggregator LP (``KKR Obsidian Fund'') is
a limited partnership organized and existing under the laws of the
state of Delaware with its principal place of business at 30 Hudson
Yards, New York, New York 10001.
56. Defendants KKR Americas Fund, KKR Americas Fund Kestrel, KKR
Americas Fund Thrive, KKR Apple Fund, KKR Chord Fund, KKR Core Fund,
KKR Core II Fund, KKR DCIF Fund, KKR Global Impact Fund, KKR Global
Infrastructure Fund, KKR North America XIII Fund, and KKR Obsidian Fund
are collectively referred to herein as the ``KKR Funds.'' Each KKR Fund
is owned and managed by the KKR Investment Managers. Each KKR Fund is
its own ultimate parent entity within the meaning of the HSR Act and
had its own obligation to comply with the notification and waiting
period requirements of the HSR Act.
57. KKR is a major global investment firm with over $500 billion in
total assets under management. KKR's asset management business includes
a private equity segment operated by Kohlberg Kravis Roberts and other
subsidiaries of KKR. KKR describes itself as a ``world leader in
private equity,'' reporting over $176 billion of private equity assets
under management as of December 31, 2023, including a private equity
portfolio of over 130 companies headquartered in over 20 countries and
operating in about 20 general industries, together generating about
$285 billion in annual revenues.
58. As part of its asset management business, KKR routinely engages
in transactions that require notice under the HSR Act. Since 2021, KKR
provided notice to the Antitrust Division and the FTC of over 100
proposed transactions under the HSR Act. In a December 2021 letter to
the FTC admitting to two failures to make premerger HSR Act filings,
KKR touted its wealth of experience with the HSR Act requirements,
emphasizing its involvement in ``a large number of transactions (with
numerous HSR filings every year),'' its engagement of ``experienced and
highly qualified lead outside HSR counsel,'' and its ``internal
policies and procedures in place to ensure compliance with HSR.'' At
that time, KKR assured the FTC that it ``takes its HSR responsibilities
extremely seriously, and substantial efforts ha[d] been dedicated to
building a culture and system of compliance.'' Contrary to these
assurances, KKR disregarded the HSR Act's requirements throughout its
investments business. Since 2021, KKR repeatedly violated the HSR Act
by failing to provide true, correct, and complete information to the
Antitrust Division and the FTC in HSR filings for, at minimum, the 16
individual transactions identified herein (collectively, the
``Transactions'').

V. Jurisdiction

59. The United States brings this action under the HSR Act to
obtain monetary and equitable relief for the numerous violations of the
HSR Act detailed herein.
60. This Court has subject-matter jurisdiction over this action
under Section 7A(g) of the Clayton Act, 15 U.S.C Sec. 18a(g), and
pursuant to 28 U.S.C. 1331, 1337(a), 1345, and 1355.
61. Each Defendant is engaged in interstate commerce and in
activities substantially affecting interstate commerce. KKR Parent,
both directly and by and through the other named Defendants, provides
asset management and insurance solutions throughout the United States.
Each Defendant is engaged in a regular, continuous, and substantial
flow of interstate commerce, and its sales have had a substantial
effect on interstate commerce.
62. This Court has personal jurisdiction over each Defendant. Each
Defendant transacts business within this district through, among other
things, its presence at 30 Hudson Yards, New York, New York 10001,
which is the address of record listed for the filing entity in each HSR
filing made by the Defendants.

VI. Venue

63. Venue is proper in this district under Section 12 of the
Clayton Act, 15 U.S.C. 22. Each Defendant transacts business within
this district through, among other things, its presence at 30 Hudson
Yards, New York, New York 10001, which is the address of record listed
for the filing entity in each HSR filing made by the Defendants.

VII. Violations Alleged

64. KKR has violated the HSR Act in connection with at least 16
transactions

[[Page 56909]]

since 2021. The violations stem from a variety of illegal conduct,
including failing to provide required documents as a part of an HSR
filing, altering required HSR filing documents, and failing to make
required premerger HSR filings. The maximum statutory penalty for these
16 known HSR Act violations currently exceeds $650 million.
65. The full extent of KKR's HSR Act violations likely exceeds the
violations identified and alleged herein based on the systemic nature
of the failures of KKR's HSR Act compliance.
Count 1
KKR'S First Violation of the HSR Act: Emsi
66. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
67. The KKR Investment Managers and KKR Global Impact Fund are
Defendants to this Count 1.
68. The KKR Investment Managers, KKR Global Impact Fund, the Emsi
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR Global Impact
Fund, and the other parties to the Emsi Transaction were required to
submit HSR filings, certified by an officer, director, or general
partner, with all required information, and to observe the statutory
period before they could consummate the Emsi Transaction. The KKR
Investment Managers and KKR Global Impact Fund violated the premerger
notification requirements of the HSR Act by submitting a deficient HSR
filing for the Emsi Transaction that both omitted responsive documents
and contained a document altered prior to submission.
69. On May 7, 2021, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Global Impact Fund in
connection with its acquisition of Emsi, a labor market analytics
company, for about $350 million (HSR filing no. 2021-1932). This HSR
filing included two Item 4 documents. The Emsi acquisition closed on
June 9, 2021.
70. Further investigation revealed, and KKR Global Impact Fund
later acknowledged, that KKR Global Impact Fund omitted required
documents from this HSR filing and made a first corrective filing for
Emsi on April 20, 2023. This corrective filing included 32 additional
Item 4 documents, 28 of which predated the original HSR filing date and
should have been submitted in the first instance (HSR filing no. 2023-
1045). The omitted documents related to analyses of head-to-head
competition between Emsi and Burning Glass, product overlaps, customer
interviews, post-merger strategic plans, pricing, and deal valuation.
KKR Global Impact Fund made a second corrective filing for Emsi on
August 15, 2023, to include the complete version of one Item 4 document
in the HSR filing that an employee altered prior to submission to
delete text referencing competitive issues (HSR filing no. 2023-1045).
Count 2
KKR'S Second Violation of the HSR Act: Lynx
71. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
72. The KKR Investment Managers and KKR Apple Fund are Defendants
to this Count 2.
73. The KKR Investment Managers, KKR Apple Fund, the Lynx
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR Apple Fund,
and the other parties to the Lynx Transaction were required to submit
HSR filings, certified by an officer, director, or general partner,
with all required information, and to observe the statutory period
before they could consummate the Lynx Transaction. The KKR Investment
Managers and KKR Apple Fund violated the premerger notification
requirements of the HSR Act by submitting a deficient HSR filing for
the Lynx Transaction that both omitted responsive documents and
contained a document altered prior to submission.
74. On October 8, 2021, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Apple Fund for its acquisition
of Lynx, a fixed-base operator providing fuel and other services to
general aviation customers, for about $425 million (HSR filing no.
2022-0079). This HSR filing included five Item 4 documents. The Lynx
acquisition closed on November 23, 2021.
75. Further investigation later revealed that KKR Apple Fund
omitted another 29 documents that should also have been included in
this HSR filing. The omitted documents included information related to
analyses of pricing, market shares by location, local and regional
overlaps, and competitors. In addition, KKR Apple Fund deleted five
pages containing information about competitive overlaps from one Item 4
document prior to submitting this document with its HSR filing. A
complete unaltered version of this document was not produced to the
Antitrust Division until November 2023. This HSR Act violation remains
ongoing, as KKR Apple Fund has failed to file a corrective HSR filing
for this Transaction to date.
Count 3
KKR'S Third Violation of the HSR Act: Ross
76. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
77. The KKR Investment Managers and KKR Global Infrastructure Fund
are Defendants to this Count 3.
78. The KKR Investment Managers, KKR Global Infrastructure Fund,
the Ross Transaction, and the other parties thereto all met the
criteria that required premerger notification pursuant to the HSR Act
and the HSR Act Rules. Because of this, the KKR Investment Managers,
KKR Global Infrastructure Fund, and the other parties to the Ross
Transaction were required to submit HSR filings, certified by an
officer, director, or general partner, with all required information,
and to observe the statutory period before they could consummate the
Ross Transaction. The KKR Investment Managers and KKR Global
Infrastructure Fund violated the premerger notification requirements of
the HSR Act by submitting a deficient HSR filing for the Ross
Transaction that both omitted responsive documents and contained a
document altered prior to submission.
79. On November 29, 2021, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Global Infrastructure Fund for
the proposed acquisition of Ross, a fixed-base operator providing fuel
and other services to general aviation customers, for over $919 million
(HSR filing no. 2022-0996). This HSR filing included 11 Item 4
documents. The Ross acquisition closed on May 27, 2022.
80. Further investigation later revealed that KKR Global
Infrastructure Fund omitted another 12 documents that should also have
been included in this HSR filing. The omitted documents contained
analyses of the competitive impact of the Ross acquisition, post-merger
strategic plans, synergies, industry consolidation, top customers, and
market shares by location. In addition, KKR Global Infrastructure Fund
deleted five pages containing competitive information from one Item 4
document prior to submitting this document with its HSR filing. A
complete unaltered version of this

[[Page 56910]]

document was not produced to the Antitrust Division until November
2023. This HSR Act violation remains ongoing, as KKR Global
Infrastructure Fund has failed to file a corrective HSR filing for this
Transaction to date.
Count 4
KKR'S Fourth Violation of the HSR Act: Outsystems
81. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
82. The KKR Investment Managers and KKR North America Fund XIII are
Defendants to this Count 4.
83. The KKR Investment Managers, KKR North America Fund XIII, the
OutSystems Transaction, and the other parties thereto all met the
criteria that required premerger notification pursuant to the HSR Act
and the HSR Act Rules. Because of this, the KKR Investment Managers,
KKR North America Fund XIII, and the other parties to the OutSystems
Transaction were required to submit HSR filings, certified by an
officer, director, or general partner, with all required information,
and to observe the statutory period before they could consummate the
OutSystems Transaction. The KKR Investment Managers and KKR North
America Fund XIII violated the premerger notification requirements of
the HSR Act by submitting a deficient HSR filing for the OutSystems
Transaction that both omitted responsive documents and contained
documents altered prior to submission.
84. On June 24, 2022, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR North America Fund XIII for
the proposed acquisition of OutSystems, an omnichannel enterprise
applications tool provider, for between $202 and $779 million (HSR
filing no. 2022-2539). KKR North America Fund XIII submitted eight Item
4 documents with its HSR filing but subsequently submitted a corrective
filing on September 19, 2022, with an additional 15 documents,
including eight of which predated the original filing date and should
have been submitted in the first instance. The omitted documents
contained analyses of competitive positioning, post-merger strategic
plans, market landscape and competitive dynamics, detailed customer
surveys, and a market study. The OutSystems acquisition closed on
October 19, 2022.
85. Further investigation revealed that, even then, though, the
corrective filing was not complete, as KKR North America Fund XIII
later acknowledged that it had altered two Item 4 documents included in
both the original and corrective HSR filings for OutSystems prior to
submission to delete six pages from one document, and seven pages from
the other. The deleted pages included information related to
competitive positioning, customer surveys, and market landscape.
Complete unaltered versions of these documents were not produced to the
Antitrust Division until November 2023. This HSR Act violation remains
ongoing, as KKR North America Fund XIII has failed to file a corrective
HSR filing for this Transaction to date.
Count 5
KKR'S Fifth Violation of the HSR Act: ERM
86. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
87. The KKR Investment Managers and KKR Core Fund are Defendants to
this Count 5.
88. The KKR Investment Managers, KKR Core Fund, the ERM
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR Core Fund, and
the other parties to the ERM Transaction were required to submit HSR
filings, certified by an officer, director, or general partner, with
all required information, and to observe the statutory period before
they could consummate the ERM Transaction. The KKR Investment Managers
and KKR Core Fund violated the premerger notification requirements of
the HSR Act by submitting a deficient HSR filing for the ERM
Transaction that contained documents altered prior to submission.
89. On June 1, 2021, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Core Fund for the proposed
acquisition of ERM, a provider of environmental, health, safety, risk,
and social consulting services, for about $3 billion (HSR filing no.
2021-2211). The ERM acquisition closed on October 13, 2021.
90. Further investigation later revealed that KKR Core Fund deleted
a total of 70 pages across four separate Item 4 documents prior to
submitting these documents with this HSR filing, including one document
with 40 out of 48 pages deleted and another document with 25 out of 42
pages deleted. The deleted pages included information related to
analyses of competitors, market shares, barriers to entry, market
projections, pricing, and post-merger plans. Complete unaltered
versions of these documents were not produced to the Antitrust Division
until November 2023. This HSR Act violation remains ongoing, as KKR
Core Fund has failed to file a corrective HSR filing for this
Transaction to date.
Count 6
KKR'S Sixth Violation of the HSR Act: Kobalt Music
91. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
92. The KKR Investment Managers and KKR Chord Fund are Defendants
to this Count 6.
93. The KKR Investment Managers, KKR Chord Fund, the Kobalt Music
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR Chord Fund,
and the other parties to the Kobalt Music Transaction were required to
submit HSR filings, certified by an officer, director, or general
partner, with all required information, and to observe the statutory
period before they could consummate the Kobalt Music Transaction. The
KKR Investment Managers and KKR Chord Fund violated the premerger
notification requirements of the HSR Act by submitting a deficient HSR
filing for the Kobalt Music Transaction that contained documents
altered prior to submission.
94. On September 3, 2021, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Chord Fund for the proposed
acquisition of Kobalt Music, a music rights portfolio company, for
about $1.1 billion (HSR filing no. 2021-3222). The Kobalt Music
acquisition closed on October 15, 2021.
95. Further investigation later revealed that KKR Chord Fund
altered two Item 4 documents to delete two pages each prior to
submitting these documents with this HSR filing. The deleted pages
included details about KKR's strategy to subsequently roll up other
music rights portfolio companies, as well as anticipated deal pipeline
and valuation analysis. Complete unaltered versions of these documents
were not produced to the Antitrust Division until November 2023. This
HSR Act violation remains ongoing, as KKR Chord Fund has failed to file
a corrective HSR filing for this Transaction to date.

[[Page 56911]]

Count 7
KKR'S Seventh Violation of the HSR Act: John Laing
96. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
97. The KKR Investment Managers and KKR DCIF Fund are Defendants to
this Count 7.
98. The KKR Investment Managers, KKR DCIF Fund, the John Laing
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR DCIF Fund, and
the other parties to the John Laing Transaction were required to submit
HSR filings, certified by an officer, director, or general partner,
with all required information, and to observe the statutory period
before they could consummate the John Laing Transaction. The KKR
Investment Managers and KKR DCIF Fund violated the premerger
notification requirements of the HSR Act by submitting a deficient HSR
filing for the John Laing Transaction that contained a document altered
prior to submission.
99. On June 3, 2021, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR DCIF Fund for the proposed
acquisition of John Laing, an international investment company, for
about $2.8 billion (HSR filing no. 2021-2229). The John Laing
acquisition closed on September 22, 2021.
100. Further investigation later revealed that KKR DCIF Fund
altered one Item 4 document by deleting five pages in their entirety
and selected text from two other pages prior to submitting this
document with this HSR filing. The deleted content included analyses of
valuation, deal rationale, investment returns, and post-merger plans. A
complete unaltered version of this document was not produced to the
Antitrust Division until November 2023. This HSR Act violation remains
ongoing, as KKR DCIF Fund has failed to file a corrective HSR filing
for this Transaction to date.
Count 8
KKR'S Eighth Violation of the HSR Act: Neighborly
101. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
102. The KKR Investment Managers and KKR North America Fund XIII
are Defendants to this Count 8.
103. The KKR Investment Managers, KKR North America Fund XIII, the
Neighborly Transaction, and the other parties thereto all met the
criteria that required premerger notification pursuant to the HSR Act
and the HSR Act Rules. Because of this, the KKR Investment Managers,
KKR North America Fund XIII, and the other parties to the Neighborly
Transaction were required to submit HSR filings, certified by an
officer, director, or general partner, with all required information,
and to observe the statutory period before they could consummate the
Neighborly Transaction. The KKR Investment Managers and KKR North
America Fund XIII violated the premerger notification requirements of
the HSR Act by submitting a deficient HSR filing for the Neighborly
Transaction that contained a document altered prior to submission.
104. On July 15, 2021, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR North America Fund XIII for
the proposed acquisition of Neighborly, a franchisor of home servicing
brands, for about $2.2 billion (HSR filing no. 2021-2624). The
Neighborly acquisition closed on September 1, 2021.
105. Further investigation later revealed that KKR North America
Fund XIII altered one Item 4 document to delete two pages prior to
submitting this document with this HSR filing. The deleted pages
included analyses of valuation and investment returns. A complete
unaltered version of this document was not produced to the Antitrust
Division until November 2023. This HSR Act violation remains ongoing,
as KKR North America Fund XIII has failed to file a corrective HSR
filing for this Transaction to date.
Count 9
KKR'S Ninth Violation of the HSR Act: Barracuda
106. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
107. The KKR Investment Managers and KKR Core II Fund are
Defendants to this Count 9.
108. The KKR Investment Managers, KKR Core II Fund, the Barracuda
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR Core II Fund,
and the other parties to the Barracuda Transaction were required to
submit HSR filings, certified by an officer, director, or general
partner, with all required information, and to observe the statutory
period before they could consummate the Barracuda Transaction. The KKR
Investment Managers and KKR Core II Fund violated the premerger
notification requirements of the HSR Act by submitting a deficient HSR
filing for the Barracuda Transaction that omitted responsive documents.
109. On April 22, 2022, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Core II Fund for the proposed
acquisition of Barracuda, a security and data protection solutions
provider, for about $3.75 billion (HSR filing no. 2022-2108). This HSR
filing included seven Item 4 documents. The Barracuda acquisition
closed on August 15, 2022.
110. Further investigation later revealed that KKR Core II Fund
omitted another 19 documents that should also have been included in
this HSR filing. The omitted documents included analyses of
competitors, interview reports from industry participant surveys,
detailed emails to KKR partners analyzing the acquisition and
competitive landscape, a KKR partners update report, discussion of
proposed price increases, churn analysis, customer surveys, market size
and competitive positioning, and discussion of competitive overlaps
between Barracuda and other portfolio companies owned by KKR. This HSR
Act violation remains ongoing, as KKR Core II Fund has failed to file a
corrective HSR filing for this Transaction to date.
Count 10
KKR'S Tenth Violation of the HSR Act: Therapy Brands
111. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
112. The KKR Investment Managers and KKR Americas Fund Thrive are
Defendants to this Count 10.
113. The KKR Investment Managers, KKR Americas Fund Thrive, the
Therapy Brands Transaction, and the other parties thereto all met the
criteria that required premerger notification pursuant to the HSR Act
and the HSR Act Rules. Because of this, the KKR Investment Managers,
KKR Americas Fund Thrive, and the other parties to the Therapy Brands
Transaction were required to submit HSR filings, certified by an
officer, director, or general partner, with all required information,
and to observe the statutory period before they could consummate the
Therapy Brands Transaction. The KKR Investment Managers and KKR
Americas Fund Thrive violated the premerger notification requirements
of the HSR Act by submitting a deficient

[[Page 56912]]

HSR filing for the Therapy Brands Transaction that omitted responsive
documents.
114. On April 9, 2021, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Americas Fund Thrive for the
proposed acquisition of Therapy Brands, a technology solutions provider
for behavioral and mental health organizations, for about $1.25 billion
(HSR filing no. 2021-1693). This HSR filing included six Item 4
documents. The Therapy Brands acquisition closed on May 18, 2021.
115. Further investigation later revealed that KKR Americas Fund
Thrive omitted another 17 documents that should also have been included
in this HSR filing. The omitted documents included a different version
of the Confidential Information Memorandum report submitted with the
HSR filing, a later version of a market study submitted with the HSR
filing, multiple detailed market participant surveys used to prepare
analyses for KKR's Investment Committee, KKR partner meeting reports,
and an email to a KKR partner analyzing the proposed acquisition and
competitive dynamics. This HSR Act violation remains ongoing, as KKR
Americas Fund Thrive has failed to file a corrective HSR filing for
this Transaction to date.
Count 11
KKR'S Eleventh Violation of the HSR Act: Equus I
116. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
117. The KKR Investment Managers and KKR Americas Fund are
Defendants to this Count 11.
118. The KKR Investment Managers, KKR Americas Fund, the Equus I
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR Americas Fund,
and the other parties to the Equus I Transaction were required to
submit HSR filings, certified by an officer, director, or general
partner, with all required information, and to observe the statutory
period before they could consummate the Equus I Transaction. The KKR
Investment Managers and KKR Americas Fund violated the premerger
notification requirements of the HSR Act by submitting a deficient HSR
filing for the Equus I Transaction that omitted responsive documents.
119. On July 5, 2022, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Americas Fund for its first
attempted sale of Equus, a government-funded workforce and job corps
services provider, for about $147.5 million (HSR filing no. 2022-2600).
This HSR filing included seven Item 4 documents. This proposed sale of
Equus was subsequently abandoned after the HSR filings were made.
120. Further investigation later revealed that KKR Americas Fund
omitted another six documents that should also have been included in
this HSR filing. The omitted documents included analyses of
competitors, market shares, and bid data including win/loss history.
For this abandoned Transaction, KKR was in violation of the HSR Act for
a period of 30 days after the inaccurate and incomplete HSR filing was
made.
Count 12
KKR'S Twelfth Violation of the HSR Act: Equus II
121. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
122. The KKR Investment Managers and KKR Americas Fund are
Defendants to this Count 12.
123. The KKR Investment Managers, KKR Americas Fund, the Equus II
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR Americas Fund,
and the other parties to the Equus II Transaction were required to
submit HSR filings, certified by an officer, director, or general
partner, with all required information, and to observe the statutory
period before they could consummate the Equus II Transaction. The KKR
Investment Managers and KKR Americas Fund violated the premerger
notification requirements of the HSR Act by submitting a deficient HSR
filing for the Equus II Transaction that omitted responsive documents.
124. On September 30, 2022, employees of the KKR Investment
Managers submitted an HSR filing on behalf of KKR Americas Fund for its
second attempted sale of Equus for about $154 million (HSR filing no.
2022-3141), following on the prior deficient HSR filing for its first
attempted sale of Equus (HSR filing no. 2022-2600) that omitted six
Item 4 documents. This HSR filing included three Item 4 documents. The
Equus sale closed on November 1, 2022.
125. Further investigation later revealed that KKR Americas Fund
omitted at least one other document that should also have been included
in this HSR filing. The omitted document included an analysis of
strategic expansion plans. In addition, several of the documents
omitted by KKR Americas Fund in its earlier Equus I HSR filing also
contained competitive information relevant to the parties in the Equus
II Transaction that should have been available for the Antitrust
Division to review in evaluating the Equus II Transaction, had that
earlier filing by KKR Americas Fund not also been deficient. This HSR
Act violation remains ongoing, as KKR Americas Fund has failed to file
a corrective HSR filing for this Transaction to date.
Count 13
KKR'S Thirteenth Violation of the HSR Act: Talentneuron
126. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
127. The KKR Investment Managers and KKR Obsidian Fund are
Defendants to this Count 13.
128. The KKR Investment Managers, KKR Obsidian Fund, the
TalentNeuron Transaction, and the other parties thereto all met the
criteria that required premerger notification pursuant to the HSR Act
and the HSR Act Rules. Because of this, the KKR Investment Managers,
KKR Obsidian Fund, and the other parties to the TalentNeuron
Transaction were required to submit HSR filings, certified by an
officer, director, or general partner, with all required information,
and to observe the statutory period before they could consummate the
TalentNeuron Transaction. The KKR Investment Managers and KKR Obsidian
Fund violated the premerger notification requirements of the HSR Act by
submitting a deficient HSR filing for the TalentNeuron Transaction that
omitted responsive documents.
129. On March 21, 2022, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Obsidian Fund for the proposed
acquisition of TalentNeuron, a labor market analytics provider, for
about $300 million (HSR filing no. 2022-1877). KKR Obsidian Fund
submitted two Item 4 documents with its initial HSR filing for
TalentNeuron but later withdrew and refiled its HSR filing to include
two additional documents, including one that predated the original
filing date and should also have been included originally. The
TalentNeuron sale was abandoned prior to closing.
130. Further investigation later revealed that KKR Obsidian Fund

[[Page 56913]]

omitted from both its initial filing and the refiling three other
documents that should have been included originally. For this abandoned
Transaction, KKR Obsidian Fund was in violation of the HSR Act for a
period of 30 days after the inaccurate and incomplete HSR filing was
made.
Count 14
KKR'S Fourteenth Violation of the HSR Act: Minnesota Rubber
131. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
132. The KKR Investment Managers and KKR Americas Fund Kestrel are
Defendants to this Count 14.
133. The KKR Investment Managers, KKR Americas Fund Kestrel, the
Minnesota Rubber Transaction, and the other parties thereto all met the
criteria that required premerger notification pursuant to the HSR Act
and the HSR Act Rules. Because of this, the KKR Investment Managers,
KKR Americas Fund Kestrel, and the other parties to the Minnesota
Rubber Transaction were required to submit HSR filings, certified by an
officer, director, or general partner, with all required information,
and to observe the statutory period before they could consummate the
Minnesota Rubber Transaction. The KKR Investment Managers and KKR
Americas Fund Kestrel violated the premerger notification requirements
of the HSR Act by submitting a deficient HSR filing for the Minnesota
Rubber Transaction that omitted responsive documents.
134. On August 30, 2022, employees of the KKR Investment Managers
submitted an HSR filing on behalf of KKR Americas Fund Kestrel in
connection with the proposed sale of Minnesota Rubber, a company that
manufactures, assembles, distributes, and sells rubber and plastic
products and related molds and tooling, for about $950 million (HSR
filing no. 2022-2952). This HSR filing included two Item 4 documents.
The sale of Minnesota Rubber closed on October 27, 2022.
135. Further investigation revealed that KKR Americas Fund Kestrel
omitted two other documents that should also have been included in this
HSR filing. The omitted documents included an email with the subject
line ``Pricing Power,'' as well as analyses of synergies and product
overlaps between Minnesota Rubber and the buyer. This HSR Act violation
remains ongoing, as KKR Americas Fund Kestrel has failed to file a
corrective HSR filing for this Transaction to date.
Count 15
KKR'S Fifteenth Violation of the HSR Act: Applovin
136. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
137. The KKR Investment Managers and KKR Americas Fund are
Defendants to this Count 15.
138. The KKR Investment Managers, KKR Americas Fund, the Applovin
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR Americas Fund,
and the other parties to the Applovin Transaction were required to
submit HSR filings, certified by an officer, director, or general
partner, with all required information, and to observe the statutory
period before they could consummate the Applovin Transaction. The KKR
Investment Managers and KKR Americas Fund violated the premerger
notification requirements of the HSR Act by failing to timely submit an
HSR filing for the Applovin Transaction.
139. On April 19, 2021, KKR Americas Fund acquired additional
voting shares of Applovin, an app marketing and monetization software
solutions provider, for about $6.9 billion, but did not submit an HSR
filing prior to consummating this Transaction. On December 3, 2021,
employees of the KKR Investment Managers submitted a corrective HSR
filing on behalf of KKR Americas Fund for its consummated acquisition
of Applovin (HSR filing no. 2022-1068).
Count 16
KKR'S Sixteenth Violation of the HSR Act: Adjust
140. Plaintiff incorporates the allegations of paragraphs 1 through
65 above.
141. The KKR Investment Managers and KKR Americas Fund are
Defendants to this Count 16.
142. The KKR Investment Managers, KKR Americas Fund, the Adjust
Transaction, and the other parties thereto all met the criteria that
required premerger notification pursuant to the HSR Act and the HSR Act
Rules. Because of this, the KKR Investment Managers, KKR Americas Fund,
and the other parties to the Adjust Transaction were required to submit
HSR filings, certified by an officer, director, or general partner,
with all required information, and to observe the statutory period
before they could consummate the Adjust Transaction. The KKR Investment
Managers and KKR Americas Fund violated the premerger notification
requirements of the HSR Act by failing to timely submit an HSR filing
for the Adjust Transaction.
143. On April 22, 2021, KKR Americas Fund indirectly acquired
Adjust, a mobile marketing solutions and analytics provider, for
between $376 million and $919 million, but did not submit an HSR filing
prior to consummating this Transaction. On December 3, 2021, employees
of the KKR Investment Managers submitted a corrective HSR filing on
behalf of KKR Americas Fund for its consummated acquisition of Adjust
(HSR filing no. 2022-1067).

VIII. Request for Relief

144. Wherefore, Plaintiff requests that the Court:
a. adjudge and decree that KKR's conduct in respect of the
Transactions violated the HSR Act, 15 U.S.C. 18a;
b. order KKR to pay to the United States an appropriate civil
penalty as provided by the HSR Act, 15 U.S.C. 18a(g)(1), the Federal
Civil Penalties Inflation Adjustment Act Improvements Act of 2015,
Public Law 114-74, 701 (further amending the Federal Civil Penalties
Inflation Adjustment Act of 1990, 28 U.S.C. 2461 note), and 16 CFR
1.98(a);
c. enjoin KKR from any future violations of the HSR Act;
d. order such other equitable relief, including but not limited to
disgorgement, plus interest, to eliminate the unlawful financial gains
reaped by KKR as a result of its illegal consummation of certain
Transactions;
e. grant Plaintiff such other and further relief as the Court may
deem just and proper to redress and prevent recurrence of the alleged
violations and to dissipate their anticompetitive effects, including
structural and behavioral relief; and
f. award Plaintiff its costs of this suit.

Dated this 14th day of January 2025.

Respectfully submitted,

For Plaintiff United States of America:

Doha Mekki, Acting Assistant Attorney General for Antitrust.
Ryan Danks, Director of Civil Enforcement.
Catherine K. Dick, Acting Director of Litigation.
Suzanne Morris, Deputy Director for Civil Enforcement Operations.
Aaron Hoag, Chief, Technology & Digital Platforms Section.
Danielle Hauck, Assistant Chief, Technology & Digital Platforms
Section.
Adam Severt, Assistant Chief, Technology & Digital Platforms
Section.
-----------------------------------------------------------------------
David Teslicko, Vittorio Cottafavi, Meagan Glynn, Leah Graham,
Arshia Najafi,

Trial Attorneys

[[Page 56914]]

United States Department of Justice, Antitrust Division, Technology
& Digital Platforms Section, 450 Fifth Street NW, Suite 7100,
Washington, DC 20530, Telephone: (202) 307-0128, Email:
<a href="/cdn-cgi/l/email-protection#fbbf9a8d929fd5af9e889792989094bb8e889f9491d59c948d"><span class="__cf_email__" data-cfemail="397d584f505d176d5c4a55505a5256794c4a5d5653175e564f">[email&#160;protected]</span></a>.

Attorneys for the United States

United States District Court Southern District of New York

United States Of America, Plaintiff, -v.- KKR & CO. INC., et
al., Defendants.

1:25-cv-343-LTS
[rel. 1:25-cv-448-LTS]

[Proposed] Final Judgment

Whereas, Plaintiff, United States of America, filed its Complaint
on January 14, 2025, alleging violations of Section 7A of the Clayton
Act, 15 U.S.C. 18a, commonly known as the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the ``HSR Act'');
And Whereas, the United States and KKR (as defined below) 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, KKR agrees to pay a civil penalty, as set forth
herein, to resolve the claims alleged in the Complaint;
And Whereas, KKR represents that the relief required of it by the
provisions of this Final Judgment can and will be made and that KKR
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 KKR under Section 7A of the Clayton Act,
15 U.S.C. 18a.

II. Definitions

145. As used in this Final Judgment:
A. ``KKR'' means Defendant KKR & Co. GP LLC, a Delaware limited
liability company with its principal place of business at 30 Hudson
Yards, New York, New York 10001, its direct and indirect parents,
subsidiaries, divisions, groups, partnerships, and joint ventures, and
its and their respective directors, officers, managers, agents,
partners, advisors, and employees, and any investment fund, account or
vehicle that is managed, advised, or sponsored by any direct or
indirect corporate affiliate of KKR & Co. GP LLC.
B. ``Including'' means including, but not limited to.
C. ``Person'' means any natural person, corporation, company,
partnership, joint venture, firm, association, sole proprietorship,
agency, board, authority, commission, office, institution, university,
municipality, governmental entity, or other business or legal entity,
whether private or governmental.

III. Applicability and Securities Laws

A. The provisions of this Final Judgment shall apply to KKR and all
other persons in active concert or participation with KKR who receive
actual notice of this Final Judgment.
B. Pursuant to Rule 506(d)(2)(iii), 17 CFR 230.506(d)(2)(iii), as
promulgated under the Securities Act of 1933, 15 U.S.C. 77a, et seq.,
disqualification under paragraph (d)(1)(ii) of Rule 506, 17 CFR
230.506(d)(1)(ii), will not arise as a consequence of the entry of this
Final Judgment or of the entry of any other order or judgment in this
action.
C. Pursuant to Rule 262(b)(3), 17 CFR 230.262(b)(3), as promulgated
under the Securities Act of 1933, 15 U.S.C. 77a, et seq.,
disqualification under paragraph (a)(2) of Rule 262, 17 CFR
230.262(a)(2), will not arise as a consequence of the entry of this
Final Judgment or of the entry of any other order or judgment in this
action.
D. Nothing in this Final Judgment or any other order or judgment in
this action is intended to permanently or temporarily enjoin KKR or its
affiliates or otherwise contain an injunction that would trigger
disqualification under Section 9(a) of the Investment Company Act of
1940, 15 U.S.C. 80a-9a, et seq., or give rise to potential subsequent
legal proceedings to censure, place limits on, suspend or revoke the
registration of KKR, its affiliates or their associated persons under
Section 15(b)(4)(C) of the Securities Exchange Act of 1934 or Section
203(e)(4) of the Investment Advisers Act of 1940.
E. None of the conduct alleged in the Complaint arises out of or is
attributable to KKR's or its affiliates' conduct or advice in their
capacity as a broker, dealer, underwriter, investment adviser, bank,
insurance company, commodity pool operator, or fiduciary. The Antitrust
Division of the Department of Justice has made no finding or
determination regarding KKR's or its affiliates' ineligibility under
the Department of Labor Prohibited Transaction Class Exemption 84-14 or
under Prohibited Transaction Exemption 2020-02.
F. KKR & Co. Inc.; Kohlberg Kravis Roberts & Co. L.P.; KKR Americas
Fund XII L.P.; KKR Americas Fund XII (Kestrel) L.P.; KKR Americas Fund
XII (Thrive) L.P.; KKR Apple Aggregator L.P.; KKR Chord IP Aggregator
L.P.; KKR Core Holding Company LLC; KKR Core II Holding Company LLC;
KKR DCIF Lower Entity III SCSp; KKR Global Impact Fund SCSp; KKR Global
Infrastructure Investors IV USD (Apple) L.P.; KKR North America Fund
XIII SCSp; and KKR Obsidian Aggregator L.P. are hereby dismissed with
prejudice pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii)
upon entry of this Final Judgment; provided that Sections IV through IX
shall not apply to the affiliates of KKR & Co. GP LLC identified in
this Paragraph F following the entry of the Stipulation and Order.

IV. Civil Penalty for Alleged Violations of Section 7A of the Clayton
Act

146. Within 30 calendar days of entry of this Final Judgment, KKR
must pay a civil penalty in the amount of $250,000,000 to the United
States.

V. Payment of the Civil Penalty

A. Payment of the civil penalty ordered hereby must be made by wire
transfer of funds. Prior to making the wire transfer, KKR will contact
<a href="/cdn-cgi/l/email-protection#39786d6b177a504f5055734c5d5e545c574d79584d4b174c4a5d5653175e564f"><span class="__cf_email__" data-cfemail="78392c2a563b110e1114320d1c1f151d160c38190c0a560d0b1c1712561f170e">[email&#160;protected]</span></a> for instructions.
B. In the event of a default or delay in payment, interest at the
rate of 18 percent per annum will accrue from the date of the default
to the date of payment.

VI. Stipulation and Order

147. KKR must take all steps necessary to comply with the
provisions of the Stipulation and Order entered by the Court.

VII. Public Disclosure

A. No information or documents obtained pursuant to any provision
of this Final Judgment may be divulged by the United States to any
person other than KKR or an authorized representative of the executive
branch of the United States, except in the course of legal proceedings
to which the United States is a party, including grand-jury
proceedings, or as otherwise required by law or this Final Judgment.
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,

[[Page 56915]]

at 28 CFR 16.7. When submitting information to the Antitrust Division,
KKR 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.'' See 28 CFR 16.7(b).

VIII. 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.

IX. Enforcement of Final Judgment

A. The United States retains and reserves all rights to enforce the
provisions of this Final Judgment against KKR, 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
relating to an alleged violation of any provisions of this Final
Judgment, the United States may establish a violation of this Final
Judgment by KKR and the appropriateness of a remedy therefor by a
preponderance of the evidence, and any argument that a different
standard of proof should apply is waived.
B. This Final Judgment should be interpreted to give full effect to
the procompetitive purposes of the antitrust laws. KKR may be held in
contempt of, and that 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.
C. In an enforcement proceeding in which the Court finds that KKR
has violated any provisions of this Final Judgment, the United States
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 to enforce this Final Judgment
against KKR, whether litigated or resolved before litigation, KKR
agrees to reimburse the United States for the reasonable fees and
expenses of its attorneys, as well as all other reasonable costs
including experts' fees, incurred in connection with that effort to
enforce this Final Judgment against KKR, including in the investigation
of the potential violation.

X. Expiration of Final Judgment

This Final Judgment, including all compliance obligations set forth
herein, will expire upon payment in full by KKR of the civil penalty
required by Section IV of this Final Judgment.

XI. Reservation of Rights

This Final Judgment settles, discharges, and releases the claims
stated in the Complaint against KKR, which include any and all of the
claims of the United States against KKR, its portfolio companies, and
its and their respective current and former affiliates, directors,
officers, managers, agents, partners, advisors, and employees for
failure to comply with Section 7A of the Clayton Act, 15 U.S.C. 18a, in
connection with submissions pursuant to the HSR Act made, or required
to have been made, by any of them prior to the date of the filing of
the Complaint. This Final Judgment does not affect other charges or
claims the United States may file.

XII. 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:------------------------------------------------------------------
[Court approval subject to procedures of Antitrust Procedures and
Penalties Act, 15 U.S.C. 16]

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

United States District Court Southern District of New York

United States of America, Plaintiff, -v.- KKR & Co. Inc., et
al., Defendants.

1:25-cv-343-LTS
[rel. 1:25-cv-448-LTS]

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

On January 14, 2025, the United States filed a civil antitrust
Complaint against KKR & Co. Inc.; KKR & Co. GP LLC; \1\ Kohlberg Kravis
Roberts & Co. L.P., and twelve affiliated funds (collectively ``KKR''),
for violating the premerger notification and waiting period
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, 15 U.S.C. 18a (the ``HSR Act'').
---------------------------------------------------------------------------

\1\ The Stipulation and Order was signed by KKR & Co. GP LLC.
However, the proposed Final Judgment extends to all of KKR & Co. GP
LLC's ``direct and indirect parents, subsidiaries, divisions,
groups, partnerships, and joint ventures, and its and their
respective directors, officers, managers, agents, partners,
advisors, and employees, and any investment fund, account or vehicle
that is managed, advised, or sponsored by any direct or indirect
corporate affiliate of KKR & Co. GP LLC.'' PFJ Sec. II.A.
---------------------------------------------------------------------------

The HSR Act and the accompanying regulations (the ``HSR Rules'')
require parties to provide advance notice to the federal antitrust
agencies--the Department of Justice (``DOJ''), Antitrust Division and
the Federal Trade Commission (``FTC'')--of their proposed transaction
if it meets certain criteria. After making their HSR filings, parties
must observe a statutory waiting period before closing the transaction.
Providing advance notice to the agencies, which includes submitting
required information about the parties and the transaction and adhering
to the waiting period, is necessary to prevent parties from prematurely
consolidating their assets before the agencies have had a meaningful
opportunity to investigate whether the transaction violates the
antitrust laws.
The Complaint alleges that, despite KKR's decades of experience
with the premerger notification process as one of the world's largest
private equity firms, KKR violated the HSR Act in connection with its
premerger notification filings for, at minimum, 16 separate
transactions (collectively, the ``Transactions'') since at least 2021.
These violations encompass a range of misconduct: KKR omitted required
documents from its HSR filings, KKR altered documents in its HSR
filings prior to submission, and KKR failed to make timely HSR filings
for qualifying transactions. In addition, KKR's internal process for
preparing and reviewing HSR filings was deficient and lacked adequate
supervision, training, and control procedures reasonably necessary to
ensure HSR Act compliance by its employees.

[[Page 56916]]

On April 17, 2025, KKR filed a motion to dismiss the Complaint,
which the United States opposed. The Court has not ruled on the pending
motion.
The United States has now filed a proposed Final Judgment and
Stipulation and Order (``Stipulation and Order'') to which KKR has
agreed and that is designed to remedy the violations of the HSR Act
alleged in the Complaint. Under the proposed Final Judgment, which is
explained more fully below, KKR is required to pay a civil penalty of
$250,000,000.
The United States and KKR have stipulated that the proposed Final
Judgment may be entered after compliance with the APPA. Entry of the
proposed Final Judgment will 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 the Events Giving Rise to the Alleged Violations

A. Background

KKR is a major global investment firm that provides asset
management and insurance solutions and has over $744 billion in total
assets under management. KKR's asset management business includes a
private equity segment operated by Kohlberg Kravis Roberts & Co. L.P.
and other subsidiaries of KKR. KKR describes itself as ``a leader of
the private equity industry for five decades'' reporting over $229
billion of private equity assets under management as of December 31,
2025.\2\
---------------------------------------------------------------------------

\2\ KKR & Co. Inc. 2025 Form 10-K at 8.
---------------------------------------------------------------------------

As part of its asset management business, KKR routinely engages in
transactions that require notice under the HSR Act. For the period
2021-2024, KKR provided notice to the Antitrust Division and the FTC of
over 100 proposed transactions under the HSR Act. During that time, as
the Complaint alleges, KKR repeatedly violated the HSR Act by failing
to provide true, correct, and complete information to the federal
antitrust agencies in premerger notification filings for, at a minimum,
the 16 Transactions. For each of the Transactions, KKR filed premerger
notification forms pursuant to the HSR Act on behalf of the relevant
portfolio company/investment fund.

B. Violations of the HSR Act

As alleged in the Complaint, KKR, the Transactions, and the other
parties thereto all met the criteria that required premerger
notification pursuant to the HSR Act and the HSR Rules. Because of
this, KKR and the other parties to the Transactions were required to
submit premerger notifications, certified by an officer, with all
required information, and to observe the statutory waiting period
before they could consummate the Transactions.
The Complaint asserts that KKR violated the premerger notification
and waiting period requirements of the HSR Act by submitting a
deficient HSR filing for each Transaction, for a total of at least 16
HSR Act violations, as follows:
<bullet> With respect to ten of the Transactions, KKR omitted
responsive HSR documents from its filings. The number of documents per
transaction omitted by KKR ranged from one to 29 and included
information related to head-to-head competition, product overlaps,
post-merger strategic plans, pricing, and deal valuation--all topics
covered by the HSR Act's document production requirements.
<bullet> With respect to eight of the Transactions, KKR altered
documents prior to submitting them as part of HSR filings, including
four transactions for which KKR both omitted and altered HSR documents
prior to submission. Five of the eight affected HSR filings included
one altered document each, two included two altered documents each, and
one included four altered documents. These alterations included the
deletion of information related to KKR's investment theses, post-merger
strategic plans, competitive overlaps, and future acquisition plans.
<bullet> With respect to two of the Transactions, KKR failed to
make timely HSR filings. In December 2021, KKR admitted to the FTC that
it did not make proper HSR filings before closing two acquisitions. KKR
described the failures to file as inadvertent and arising from an
unusual and unanticipated set of circumstances related to the timing of
a complicated restructuring transaction, and KKR made corrective
filings for both transactions.
The examples of recurrent document omissions, document alterations,
and failures to file proper HSR Forms are indicative of systemic
noncompliance with the HSR Act by KKR. As a major investment firm with
billions of dollars of assets under management, and with decades of
experience with the HSR Act, KKR knew that compliance with the HSR Act
required notification for its qualifying transactions and submission of
all responsive documents--in full and without alterations--to the
antitrust agencies. KKR's systemic lack of compliance with the HSR
Act's notification requirements impeded the ability of the antitrust
agencies to fully evaluate the competitive effects of the Transactions
prior to consummation.

III. Explanation of the Proposed Final Judgment

The civil penalty KKR must pay pursuant to the proposed Final
Judgment is intended to remedy the HSR Act violations alleged in the
Complaint. Section IV of the proposed Final Judgment imposes a civil
penalty of $250,000,000 to address the violations alleged in the
Complaint, penalize KKR, and deter KKR and others from violating the
HSR Act. The United States adjusted the penalty downward from the
maximum amount permitted under the HSR Act because KKR is willing to
resolve the matter through the proposed Final Judgment, permitting the
United States to thereby avoid prolonged litigation, and because KKR
has already implemented a new, more robust HSR Act compliance program
designed to mitigate the risk of future violations. The release
contained in Section IV of the Stipulation and Order and the
reservation of rights in Section XI of the proposed Final Judgment
releases the claims stated in the Complaint against KKR, i.e., claims
that KKR violated Section 7A of the Clayton Act based upon HSR filings
that were made, or were required to have been made, prior to the date
of the filing of the Complaint, January 14, 2025. It does not affect
other charges or claims the United States may file. The United States
retains the ability to investigate KKR's compliance with the HSR Act
for more recent and future transactions, such as through the use of
civil investigative demands, which it used to uncover the HSR Act
violations alleged in the Complaint.

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 one or more Defendants.

[[Page 56917]]

V. Procedures Available for Modification of the Proposed Final Judgment

The United States and KKR 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 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:

Danielle Hauck, Acting Chief, Technology and Digital Platforms Section,
Antitrust Division, United States Department of Justice, 450 Fifth St.
NW, Suite 7100, Washington, DC 20530, atr.public-comments-tunney-act-
<a href="/cdn-cgi/l/email-protection" class="__cf_email__" data-cfemail="167b7456636572797c38717960">[email&#160;protected]</a>

The proposed Final Judgment provides that the Court retains
jurisdiction over this action and that 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 the Defendants. The
United States is satisfied, however, that the proposed relief is an
appropriate remedy in this matter, especially given the particular
circumstances presented in this case including the passage of time and
the remedial measures already undertaken by KKR. 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 and potential
appeals.

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

Under the 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); see also United States v. Int'l Bus. Mach. Corp., 163 F.3d
737, 739-40 (2d Cir. 1998) (describing the Tunney Act process and
public interest standard). 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); see generally United States v. Keyspan,
763 F. Supp. 2d 633, 637-38 (S.D.N.Y. 2011) (discussing Tunney Act
standards). 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. Hewlett Packard Enterprise Co., No.
25-CV-00951-PCP, 2026 WL 2349970, at *16 (N.D. Cal. Aug. 12, 2026);
accord United States v. Alex. Brown & Sons, Inc., 963 F. Supp. 235, 238
(S.D.N.Y. 1997), aff'd sub nom. United States v. Bleznak, 153 F.3d 16
(2d Cir. 1998) (citing Microsoft, 56 F.3d at 1460); Keyspan, 763 F.
Supp. 2d at 637 (same).
As the United States Court of Appeals for the District of Columbia
Circuit has held, under the APPA a court considers, among other things,
the relationship between the remedy secured and the specific
allegations 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 decree,`` `[t]he Court's function is not to
determine whether the proposed [d]ecree results in the balance of
rights and liabilities that is the one that will best serve society,
but only to ensure that the resulting settlement is `within the reaches
of the public interest.' '' United States v. Morgan Stanley, 881 F.
Supp. 2d 563, 567 (S.D.N.Y. 2012) (quoting Alex. Brown & Sons, 963 F.
Supp. at 238) (internal quotation marks omitted). In making this
determination, `` `[t]he [c]ourt is not permitted to reject the
proposed remedies merely because the [c]ourt believes other remedies
are preferable. [Rather], the relevant inquiry is whether there is a
factual foundation for the government's decisions such that its
conclusions regarding the proposed settlement are reasonable.' ''
Morgan Stanley, 881 F. Supp. 2d at 567 (citing United States v.
Abitibi-Consolidated Inc., 584 F. Supp. 2d 162, 165 (D.D.C. 2008)); see
also United States v. Apple, Inc., 889 F. Supp. 2d 623, 631 (S.D.N.Y.
2012); Alex. Brown & Sons, 963 F. Supp. at 238.\3\ The United States'
predictions about the efficacy of the remedy are to be afforded
deference by the Court. Apple, 889 F. Supp. 2d at 631; Microsoft, 56
F.3d at 1461 (noting the need for courts to be ``deferential to the
government's predictions as to the effect of the proposed remedies'');
United States v. ArcherDaniels-Midland Co., 272 F. Supp. 2d 1, 6
(D.D.C. 2003) (noting that the court should grant due respect to the
United States' prediction as to the effect of proposed remedies, its
perception of the market structure, and its views of the nature of the
case); 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

[[Page 56918]]

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 quotations
omitted).
---------------------------------------------------------------------------

\3\ See also United States v. Bechtel Corp., 648 F.2d 660, 666
(9th Cir. 1981) (``The balancing of competing social and political
interests affected by a proposed antitrust consent decree must be
left, in the first instance, to the discretion of the Attorney
General.''); see generally Microsoft, 56 F.3d at 1461 (discussing
whether ``the remedies [obtained in the decree are] so inconsonant
with the allegations charged as to fall outside of the `reaches of
the public interest' '').
---------------------------------------------------------------------------

``Because enforcement by consent decree is an alternative to
enforcement by trial or abandonment of the litigation altogether and
often reflects the United States's assessment of litigation risk, a
proposed settlement does not need to replicate the full relief that
United States sought in its complaint.'' Hewlett Packard Enter., 2026
WL 2349970, at *17. ``[A] proposed decree must be approved even if it
falls short of the remedy the court would impose on its own, as long as
it falls within the range of acceptability or is `within the reaches of
public interest.''' United States v. Am. Tel. & Tel. Co., 552 F. Supp.
131, 151 (D.D.C. 1982); Apple, 889 F. Supp. 2d at 637 n.10; see also
United States v. U.S. Airways Grp., Inc., 38 F. Supp. 3d 69, 74 (D.D.C.
2014) (noting that room must be made for the government to grant
concessions in the negotiation process for settlements) (citing
Microsoft, 56 F.3d at 1461); Morgan Stanley, 881 F. Supp. 2d at 568
(approving the consent decree even though the court may have imposed a
greater remedy). To meet this standard, ``it is necessary only that the
submissions provide an ample `factual foundation for the government's
decisions such that its conclusions regarding the proposed settlement
are reasonable.''' Apple, 889 F. Supp. 2d at 639 (citing Keyspan, 763
F. Supp. 2d at 637-38).
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 Morgan
Stanley, 881 F. Supp. 2d at 567 (``A court must limit its review to the
issues in the complaint and give `due respect to the [Government's]
perception of . . . its case.' '') (citing Microsoft, 56 F.3d at 1461);
United States v. InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (D.D.C.
Aug. 11, 2009) (``[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 Sec. 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.Sec. 16(e)(2); see also Apple, 889 F. Supp. 2d at 633 (declining
to hold evidentiary hearing and finding ``[a] hearing would serve only
to delay the proceedings unnecessarily.''); U.S. Airways, 38 F. Supp.
3d at 76 (stating 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. John V. Tunney). Rather, the procedure for
the public interest determination is left to the discretion of the
court, with the recognition that the court's ``scope of review remains
sharply proscribed by precedent and the nature of Tunney Act
proceedings.'' SBC Commc'ns, 489 F. Supp. 2d at 11; see also Apple, 889
F. Supp. 2d at 632 (``[P]rosecutorial functions vested solely in the
executive branch could be undermined by the improper use of the APPA as
an antitrust oversight provision or anti-takeover statute.'' (quoting
United States v. BNS Inc., 858 F.2d 456, 466 (9th Cir. 1988)). A court
can make its public interest determination based on the detailed
allegations in the Complaint, competitive impact statement, and
response to public comments alone. Apple, 889 F. Supp. 2d at 633; U.S.
Airways, 38 F. Supp. 3d at 76.

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 27, 2026
Respectfully submitted,

For Plaintiff United States of America:
Stanley E. Woodward, Jr., Associate Attorney General
Emily Claire Mimnaugh, Deputy Associate Attorney General
Nicole A. Sarrine, Deputy Assistant Attorney General
Suzanne Morris, Deputy Director for Civil Enforcement Operations
Andrew L. Kline, Acting Deputy Director of Civil Enforcement
Danielle Hauck, Acting Chief, Technology & Digital Platforms Section
-----------------------------------------------------------------------
David M. Teslicko
Meagan Glynn
U.S. Department of Justice
Antitrust Division
450 5th St. NW, Suite 4000
Washington, DC 20530
Telephone: 202-710-0114
Email: <a href="/cdn-cgi/l/email-protection#6a2e0b1c030e443e0f1906030901052a1f190e0500440d051c"><span class="__cf_email__" data-cfemail="e1a580978885cfb584928d88828a8ea19492858e8bcf868e97">[email&#160;protected]</span></a>

Counsel for Plaintiff

[FR Doc. 2026-18136 Filed 9-3-26; 8:45 am]
BILLING CODE 4410-11-P

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