[Federal Register Volume 79, Number 73 (Wednesday, April 16, 2014)]
[Notices]
[Pages 21461-21464]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-08635]
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FEDERAL TRADE COMMISSION
[File No. 131 0199]
CoreLogic, Inc.; Analysis of Agreement Containing Consent Order
To Aid Public Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed Consent Agreement.
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SUMMARY: The consent agreement in this matter settles alleged
violations of federal law prohibiting unfair methods of competition.
The attached Analysis of Agreement Containing Consent Order to Aid
Public Comment describes both the allegations in the draft complaint
and the terms of the consent orders--embodied in the consent
agreement--that would settle these allegations.
DATES: Comments must be received on or before April 23, 2014.
ADDRESSES: Interested parties may file comments at https://ftcpublic.commentworks.com/ftc/corelogicconsent online or on paper, by
following the instructions in the Request for Comments part of the
SUPPLEMENTARY INFORMATION section below. Write ``CoreLogic, Inc.,
Consent Agreement; File No. 131-0199'' on your comment and file your
comment online at https://ftcpublic.commentworks.com/ftc/corelogicconsenthttps://ftcpublic.commentworks.com/ftc/fidelitynationalconsent by following the instructions on the web-based
form. If you prefer to file your comment on paper, mail or deliver your
comments to the following address: Federal Trade Commission, Office of
the Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue NW.,
Washington, DC 20580.
FOR FURTHER INFORMATION CONTACT: Cathlin Tully, Bureau of Competition,
(202-326-3644), 600 Pennsylvania Avenue NW., Washington, DC 20580.
SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34,
notice is hereby given that the above-captioned consent agreement
containing consent order to cease and desist, having been filed with
and accepted, subject to final approval, by the Commission, having been
placed on the public record for a period of thirty (30) days. The
following Analysis to Aid Public Comment
[[Page 21462]]
describes the terms of the consent agreement, and the allegations in
the complaint. An electronic copy of the full text of the consent
agreement package can be obtained from the FTC Home Page (for March 24,
2014), on the World Wide Web, at http://www.ftc.gov/os/actions.shtm. A
paper copy can be obtained from the FTC Public Reference Room, Room
130-H, 600 Pennsylvania Avenue NW., Washington, DC 20580, either in
person or by calling (202) 326-2222.
You can file a comment online or on paper. For the Commission to
consider your comment, we must receive it on or before April 23, 2014.
Write ``CoreLogic, Inc., Consent Agreement; File No. 131-0199'' on your
comment. Your comment--including your name and your state--will be
placed on the public record of this proceeding, including, to the
extent practicable, on the public Commission Web site, at http://www.ftc.gov/os/publiccomments.shtm. As a matter of discretion, the
Commission tries to remove individuals' home contact information from
comments before placing them on the Commission Web site.
Because your comment will be made public, you are solely
responsible for making sure that your comment does not include any
sensitive personal information, like anyone's Social Security number,
date of birth, driver's license number or other state identification
number or foreign country equivalent, passport number, financial
account number, or credit or debit card number. You are also solely
responsible for making sure that your comment does not include any
sensitive health information, like medical records or other
individually identifiable health information. In addition, do not
include any ``[t]rade secret or any commercial or financial information
which . . . is privileged or confidential,'' as discussed in Section
6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR
4.10(a)(2). In particular, do not include competitively sensitive
information such as costs, sales statistics, inventories, formulas,
patterns, devices, manufacturing processes, or customer names.
If you want the Commission to give your comment confidential
treatment, you must file it in paper form, with a request for
confidential treatment, and you have to follow the procedure explained
in FTC Rule 4.9(c), 16 CFR 4.9(c).\1\ Your comment will be kept
confidential only if the FTC General Counsel, in his or her sole
discretion, grants your request in accordance with the law and the
public interest.
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\1\ In particular, the written request for confidential
treatment that accompanies the comment must include the factual and
legal basis for the request, and must identify the specific portions
of the comment to be withheld from the public record. See FTC Rule
4.9(c), 16 CFR 4.9(c).
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Postal mail addressed to the Commission is subject to delay due to
heightened security screening. As a result, we encourage you to submit
your comment online. To make sure that the Commission considers your
online comment, you must file it at https://ftcpublic.commentworks.com/ftc/corelogicconsent by following the instructions on the web-based
forms. If this Notice appears at http://www.regulations.gov/#!home, you
also may file a comment through that Web site.
If you file your comment on paper, write ``CoreLogic, Inc., Consent
Agreement; File No. 131-0199'' on your comment and on the envelope, and
mail or deliver it to the following address: Federal Trade Commission,
Office of the Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue
NW., Washington, DC 20580. If possible, submit your paper comment to
the Commission by courier or overnight service.
Visit the Commission Web site at http://www.ftc.gov to read this
Notice and the news release describing it. The FTC Act and other laws
that the Commission administers permit the collection of public
comments to consider and use in this proceeding as appropriate. The
Commission will consider all timely and responsive public comments that
it receives on or before April 23, 2014. You can find more information,
including routine uses permitted by the Privacy Act, in the
Commission's privacy policy, at http://www.ftc.gov/ftc/privacy.htm.
Analysis of Agreement Containing Consent Order To Aid Public Comment
Introduction
The Federal Trade Commission (``Commission'') has accepted from
CoreLogic, Inc. (``CoreLogic''), subject to final approval, an
Agreement Containing Consent Order (``Consent Agreement'') designed to
remedy the anticompetitive effects resulting from CoreLogic's proposed
acquisition of certain assets and other interests from TPG VI Ontario 1
AIV L.P. (``TPG''). Under the terms of the Decision and Order
(``Order'') contained in the Consent Agreement, CoreLogic must grant
Renwood RealtyTrac LLC (``RealtyTrac'') a license for national assessor
and recorder bulk data that will restore to the market a third
competitor that will act independently of CoreLogic.
The Consent Agreement has been placed on the public record for 30
days to solicit comments from interested persons. Comments received
during this period will become part of the public record. After 30
days, the Commission will again review the Consent Agreement and the
comments received, and will decide whether it should withdraw from the
Consent Agreement, modify it, or make the Order final.
Pursuant to a Purchase and Sale Agreement dated June 30, 2013,
CoreLogic proposes to acquire certain assets and other interests from
TPG, including its DataQuick Information Systems, Inc. (``DataQuick'')
national real property public records bulk data business, for $661
million (the ``acquisition''). The Commission's Complaint alleges that
the acquisition, if consummated, would violate Section 7 of the Clayton
Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal Trade
Commission Act, as amended, 15 U.S.C. 45, by substantially lessening
competition in the market for national assessor and recorder bulk data.
The Parties
CoreLogic, a publicly-traded company headquartered in Irvine,
California, provides real property information, analytics, and services
through a host of products tailored to the needs of customers in the
lending, investment, and real estate industries. As part of its Data
and Analytics segment, CoreLogic collects, maintains, and offers
licenses for national assessor and recorder bulk data.
Among its various assets and interests, TPG wholly owns Decision
Insight Information Group, which owns DataQuick. DataQuick provides
real property information, analytics, and services to the real estate,
mortgage lending, and secondary investor markets in the United States.
As part of its business, DataQuick offers licenses for national
assessor and recorder bulk data.
The Relevant Market
The relevant product market in which to analyze the effects of the
acquisition is the market for national assessor and recorder bulk data.
National assessor and recorder bulk data consist of aggregated current
and historical assessor and recorder data in bulk format for the vast
majority of properties across the United States. National assessor and
recorder bulk data offer data for all properties in covered
jurisdictions in a standardized form.
[[Page 21463]]
Assessor and recorder data provide information regarding ownership,
status, and value of properties. Assessor data consist of public record
information concerning characteristics of individual real property
parcels, including, but not limited to, square footage, number of
bedrooms and bathrooms, sales information, history, and assessed value.
Assessor data are often referred to as tax assessor or tax roll data.
Recorder data consist of public record information abstracted from
transactions related to real property, including, but not limited to,
deeds, mortgages, liens, assignments, and foreclosures, the parties to
the transaction, transfer tax, and purchase price. Assessor and
recorder data and information are available from local (county or
county-equivalent) government offices.
Customers integrate national assessor and recorder bulk data into
proprietary programs and systems for internal analyses or to create
value-added products using the data, such as risk and fraud management
tools, valuation models, and consumer-oriented property Web sites.
National assessor and recorder bulk data customers cannot use regional
assessor and recorder bulk data to create reliable internal analyses or
value-added products. Regional bulk data providers offer data for
certain limited geographic areas in the United States. National bulk
data customers could not combine the data offered by regional firms to
meet their needs because it would not provide the required geographic
scope.
The relevant geographic market in which to assess the competitive
effects of the acquisition is the world. The relevant product is
provided through electronic file transfer technology and can be
supplied from anywhere in the world, notwithstanding the more limited
geographic scope of the product itself.
The Structure of the Market
The acquisition would significantly increase concentration in an
already highly concentrated market for national assessor and recorder
bulk data. CoreLogic and DataQuick are two of the three firms that
offer national assessor and recorder bulk data. Black Knight Financial
Services, Inc. (formerly Lender Processing Services, Inc.) (``Black
Knight'') is the only other competitor. DataQuick obtained historical
data through a prior acquisition and since 2004 has obtained on-going
national assessor and recorder bulk data primarily through a license
with CoreLogic. The license allows DataQuick to re-license the data in
bulk and act independently of CoreLogic. DataQuick aggressively
competes head-to-head against CoreLogic and Black Knight to furnish
national assessor and recorder bulk data to customers, offering lower
prices and less restrictive license terms than its competitors.
Entry Conditions
Without the Consent Agreement, entry or expansion into the market
for national assessor and recorder bulk data would not occur in a
timely, likely, or sufficient manner to deter or negate the
anticompetitive effects of the acquisition. In order to compete
effectively in the market for national assessor and recorder bulk data,
a firm typically must have several years of national historical data
and an ability to provide go-forward national data. It would be cost-
prohibitive for a potential entrant to collect the necessary historical
and go-forward data.
Firms currently offering assessor and recorder bulk data on a
regional basis would not expand their historical and on-going offerings
in a timely manner to provide national assessor and recorder bulk data.
Regional firms could not combine their offerings to provide national
assessor and recorder bulk data customers with the necessary geographic
scope of data they require, nor is it likely that a firm combining the
offerings of all of the regional firms could expand to offer national
coverage in a timely enough manner to constrain any exercise of market
power.
Finally, a potential entrant without its own historical data would
not be able to enter the market for national assessor and recorder bulk
data by obtaining a license from CoreLogic or Black Knight. Neither
CoreLogic nor Black Knight has any incentive to offer such a license to
a potential entrant that will compete against them. DataQuick has been
able to obtain a license because it is unlike any other potential
licensee; it owns historical data and could credibly threaten to enter
the market for national assessor and recorder bulk data without a
license.
Effects of the Acquisition
The acquisition may substantially lessen competition in the markt
for national assessor and recorder bulk data. The acquisition will
eliminate actual, direct, and substantial competition between CoreLogic
and DataQuick. Further, the acquisition may increase the likelihood and
degree of coordination between CoreLogic and the only other remaining
competitor, Black Knight, and the likelihood that CoreLogic will
exercise market power unilaterally post-acquisition.
The Decision and Order
The Order resolves the competitive concerns raised by the
acquisition by restoring to the market a third competitor. The Order
requires CoreLogic to grant RealtyTrac a license that allows it to
replicate DataQuick's data offerings and competitive position. The
Order does this by requiring CoreLogic to provide RealtyTrac with the
data, information, support, and access to customers it needs to enter
successfully and compete in the market for national assessor and
recorder bulk data. RealtyTrac has the relevant industry experience,
reputation, and resources to enter the relevant market successfully
under the terms of the Order. RealtyTrac operates an online marketplace
of foreclosure real property listings and provides national foreclosure
data and services to real estate consumers, investors, and
professionals. As part of its business, RealtyTrac collects, maintains,
and offers licenses for foreclosure data for properties throughout the
United States.
The license required by the Order allows RealtyTrac to step into
the shoes of DataQuick as CoreLogic's licensee. The Order requires that
CoreLogic grant a license to RealtyTrac for national assessor and
recorder bulk data of the ``same scope and quality'' as DataQuick
provides its customers today. The Order requires that the license
include both current and historical data and several ancillary derived
data sets that DataQuick provides. The Order requires that CoreLogic
offer the license to RealtyTrac for no less than 5 years, and provides
that a Monitor appointed by the Commission may, if needed, extend the
license for two additional one-year terms. The Commission must either
approve, or waive its right to approve, any proposed modification to
the license.
The license terms and post-termination rights are substantially
similar to those in DataQuick's license with CoreLogic, putting
RealtyTrac in the same competitive position relative to CoreLogic as
DataQuick is today. The license allows RealtyTrac to offer customers
not only the data, but also the services, that CoreLogic and DataQuick
offer to customers. Further, the license permits RealtyTrac to re-
license the data in bulk and positions RealtyTrac to remain in the
relevant market following the license's termination.
The Order includes additional provisions that provide RealtyTrac
with the information and support it needs to begin offering bulk data
licenses to customers as seamlessly and quickly as possible following
Commission
[[Page 21464]]
approval. The Order requires CoreLogic to provide RealtyTrac with
access to information regarding customers and data management,
including the information necessary to provide data to customers in the
same manner as DataQuick. Moreover, the Order requires that CoreLogic
provide RealtyTrac with access to technical support for 18 months to
assist its management and provision of the data. Lastly, the Order
helps RealtyTrac, at its option, hire and retain former DataQuick
employees by requiring CoreLogic to waive certain non-compete and non-
disclosure agreements during the first year and prohibiting CoreLogic
from attempting to hire DataQuick employees away from RealtyTrac for
two years.
The Order also requires CoreLogic to provide certain DataQuick
customers with the opportunity to terminate their contracts early and
switch to RealtyTrac. These early termination provisions will give
RealtyTrac more customers to compete for and will ensure that all
DataQuick customers will be able to take advantage of RealtyTrac's
entry during the first three years RealtyTrac is in the market.
CoreLogic is required to permit these customers to terminate their
agreements only in order to switch to RealtyTrac. Further, CoreLogic
can require the customers to provide 180-days' notice of termination,
although the Order requires CoreLogic to allow a customer to revoke or
postpone the effective date of its termination notice at any time.
CoreLogic must provide written notice to each customer who can
terminate an existing contract under the Order and is prohibited from
imposing penalties on or retaliating against customers that exercise
their early termination rights.
There are three groups of customers that CoreLogic must allow to
terminate their license agreements with 180-days' notice in order to
switch to RealtyTrac. The first are DataQuick customers who renewed a
DataQuick contract or switched to CoreLogic between July 1, 2013, and
the acquisition date. The second are DataQuick customers who enter into
or renew their licenses during the first nine months following the
acquisition. The final group of DataQuick customers includes those who,
prior to the acquisition, executed licenses with DataQuick that expire
on or after March 31, 2017. The Order permits these customers to switch
to RealtyTrac on or after March 31, 2016.
To ensure CoreLogic's compliance with the Order, the Order provides
for the appointment of a Monitor as well as a Divestiture Trustee and
imposes certain compliance requirements on CoreLogic. The Order
appoints Mitchell S. Pettit as Monitor to oversee CoreLogic's ongoing
compliance with their obligations and responsibilities under the Order.
The Order also allows the Commission to appoint a Divestiture Trustee
to assign, grant, license, divest, transfer, deliver, or otherwise
convey the relevant data and information. Further, CoreLogic must
submit periodic compliance reports and give the Commission prior notice
of certain events that might affect its compliance obligations arising
from the Order. Lastly, the Order terminates after 10 years.
The purpose of this analysis is to facilitate public comment on the
Consent Agreement, and it is not intended to constitute an official
interpretation of the Order or to modify its terms in any way.
By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2014-08635 Filed 4-15-14; 8:45 am]
BILLING CODE 6750-01-P