[Federal Register Volume 82, Number 218 (Tuesday, November 14, 2017)]
[Notices]
[Pages 52728-52730]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-24588]


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FEDERAL TRADE COMMISSION

[File No. 171 0196]


Red Ventures Holdco, LP and Bankrate, Inc.; Analysis 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 to Aid Public Comment describes both the 
allegations in the 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 December 5, 2017.

ADDRESSES: Interested parties may file a comment online or on paper, by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Write: ``In the Matter of Red 
Ventures Holdco, LP and Bankrate, Inc., File No. 1710196'' on your 
comment, and file your comment online at https://ftcpublic.commentworks.com/ftc/redventuresholdcoconsent by following 
the instructions on the web-based form. If you prefer to file your 
comment on paper, write ``In the Matter of Red Ventures Holdco, LP and 
Bankrate, Inc., File No. 1710196'' on your comment and on the envelope, 
and mail your comment to the following address: Federal Trade 
Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., Suite 
CC-5610 (Annex D), Washington, DC 20580, or deliver your comment to the 
following address: Federal Trade Commission, Office of the Secretary, 
Constitution Center, 400 7th Street SW., 5th Floor, Suite 5610 (Annex 
D), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Joseph A. Lipinsky, Northwest Region, 
(206-220-4473), 915 Second Ave., Room 2896, Seattle, WA 98174.

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 a consent order to cease and desist, having been filed with 
and accepted, subject to final approval, by the Commission, has been 
placed on the public record for a period of thirty (30) days. The 
following Analysis to Aid Public Comment 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 November 3, 2017), on the World Wide Web, 
at https://www.ftc.gov/news-events/commission-actions.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before December 5, 
2017. Write ``In the Matter of Red Ventures Holdco, LP and Bankrate, 
Inc., File No. 1710196'' 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 https://www.ftc.gov/policy/public-comments.
    Postal mail addressed to the Commission is subject to delay due to 
heightened security screening. As a result, we encourage you to submit 
your comments online. To make sure that the Commission considers your 
online comment, you must file it at https://ftcpublic.commentworks.com/ftc/redventuresholdcoconsent by following the instructions on the web-
based form. If this Notice appears at http://www.regulations.gov/#!home, you also may file a comment through that Web site.
    If you prefer to file your comment on paper, write ``In the Matter 
of Red Ventures Holdco, LP and Bankrate, Inc., File No. 1710196'' on 
your comment and on the envelope, and mail your comment to the 
following address: Federal Trade Commission, Office of the Secretary, 
600 Pennsylvania Avenue NW., Suite CC-5610 (Annex D), Washington, DC 
20580, or deliver your

[[Page 52729]]

comment to the following address: Federal Trade Commission, Office of 
the Secretary, Constitution Center, 400 7th Street SW., 5th Floor, 
Suite 5610 (Annex D), Washington, DC 20024. If possible, submit your 
paper comment to the Commission by courier or overnight service.
    Because your comment will be placed on the publicly accessible FTC 
Web site at https://www.ftc.gov, you are solely responsible for making 
sure that your comment does not include any sensitive or confidential 
information. In particular, your comment should not include any 
sensitive personal information, such as your or anyone else'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, such as medical records or other 
individually identifiable health information. In addition, your comment 
should not include any ``trade secret or any commercial or financial 
information which . . . is privileged or confidential''--as provided by 
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)--including in particular competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns, devices, manufacturing processes, or customer names.
    Comments containing material for which confidential treatment is 
requested must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with FTC Rule 4.9(c). 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). Your comment will be kept 
confidential only if the General Counsel grants your request in 
accordance with the law and the public interest. Once your comment has 
been posted on the public FTC Web site--as legally required by FTC Rule 
4.9(b)--we cannot redact or remove your comment from the FTC Web site, 
unless you submit a confidentiality request that meets the requirements 
for such treatment under FTC Rule 4.9(c), and the General Counsel 
grants that request.
    Visit the FTC 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 December 5, 2017. For information on the 
Commission's privacy policy, including routine uses permitted by the 
Privacy Act, see https://www.ftc.gov/site-information/privacy-policy.

Analysis of Agreement Containing Consent Orders To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Order (``Consent 
Agreement'') with Red Ventures Holdco, LP (``Red Ventures'') and 
Bankrate, Inc. (``Bankrate''). The Consent Agreement is intended to 
remedy the anticompetitive effects that likely would result from Red 
Ventures' proposed acquisition of Bankrate (the ``Transaction''). Under 
the Consent Agreement, Red Ventures will divest Caring.com, a 
subsidiary of Bankrate.
    The Transaction, if consummated, would result in the likely 
lessening of competition between the two leading providers of third-
party paid referral services for senior living facilities. Senior 
living facility operators use a variety of methods to find residents, 
including in-house marketing efforts, unpaid referrals from doctors or 
other professionals working with the elderly, and third-party paid 
referral services. The evidence shows that third-party paid referral 
services for senior living facilities represents a relevant product 
market, and that A Place for Mom (``APFM'') and Caring.com are the two 
largest third-party paid referral services for senior living facilities 
and each other's closest competitors. General Atlantic, LLC (``General 
Atlantic'') and Silver Lake Partners, LP (``Silver Lake'') jointly own 
all of APFM, own approximately 34 percent of Red Ventures, and have 
significant control over certain Red Ventures decisions.
    The Proposed Order preserves competition between APFM and 
Caring.com by accepting a Consent Agreement under which Red Ventures 
will divest Caring.com.

II. The Parties

A. Red Ventures

    Red Ventures is a marketing company providing proprietary internet 
content and customer leads in a variety of industries. Two of its 
largest shareholders are private equity firms General Atlantic and 
Silver Lake Partners. They control two of the seven positions on the 
board of Red Ventures GP, LLC, the entity that manages Red Ventures, 
and they have approval rights for two other positions. They also must 
approve significant capital expenditures by Red Ventures. General 
Atlantic and Silver Lake jointly own APFM, which is the largest third-
party paid referral service company for senior living facilities.

B. Bankrate

    Bankrate is a marketing company providing proprietary internet 
content and customer leads for providers in a variety of industries. In 
connection with the market for providing leads for senior living 
facilities, Bankrate owns and operates Caring.com, the second largest 
third-party referral service company for senior living facilities after 
APFM.

III. The Proposed Transaction

    Pursuant to an agreement executed on July 2, 2017, Red Ventures 
agreed to acquire 100 percent of Bankrate.

IV. The Relevant Market

    The Commission's Complaint alleges that the relevant product market 
within which to analyze the Transaction is third-party paid referral 
services for senior living facility operators.
    Senior living facilities provide a range of specialized long-term 
residential living options tailored to the needs of senior consumers. 
Referral services companies generate and collect customer leads for 
senior living facilities. While many small referral services companies 
generate leads through marketing and networking efforts similar to 
those used by real estate agents, APFM and Caring.com use the Internet 
to generate and collect leads. They attract these leads to their Web 
sites through both paid search advertising and search engine 
optimization, which includes, among other things, creating compelling 
free content to help the Web sites appear higher in search engine 
result pages.
    Once the referral services companies qualify the leads, they 
provide the customer leads to the senior living facilities operators. 
The senior living facilities' sales staff then contacts the leads and 
seeks to consummate sales. When a consumer moves into a senior living 
facility, the senior living facility operator pays the referral 
services company a referral fee, typically based on a percentage of the 
first month's rent and care.
    The Commission's Complaint alleges that the relevant geographic 
market in which to analyze the effects of the Merger is the United 
States. Although

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each senior's search for a senior living facility is highly localized, 
APFM and Caring.com operate, compete and contract with senior living 
facility operators on a national basis.

V. Market Structure

    The Commission's Complaint alleges that Caring.com is APFM's 
closest competitor, they are the two largest third-party paid referral 
services companies for seniors, and they have similar business models. 
APFM and Caring.com are internet-based referral services providers that 
compete to attract consumers via Web sites with national reach, and 
they enter into contracts with senior living facility operators both 
locally and nationally. Other than APFM and Caring.com, there is a 
fringe of small regional and local companies that act as third-party 
paid referral services companies.

VI. Effects of the Transaction

    The Commission's Complaint alleges that the Transaction, if 
consummated, may substantially lessen present and future competition 
between APFM and Caring.com by increasing the likelihood that Red 
Ventures would unilaterally exercise market power and increasing the 
likelihood of coordinated interaction between APFM and Caring.com.
    General Atlantic and Silver Lake have the ability to influence or 
control the management of Caring.com. They are both active investors 
with board representation on, and other substantial rights over, Red 
Ventures. General Atlantic and Silver Lake's ownership of APFM may 
create incentives for them to exercise influence or control over Red 
Ventures in a manner that could substantially reduce competition 
between APFM and Caring.com.

VII. Entry Conditions

    Entry into the relevant market would not be timely, likely, or 
sufficient to deter or counteract the anticompetitive effects of the 
Transaction. The primary barrier to entry is the network and scale 
needed to acquire and convert qualified leads into actual move-ins at 
senior living facilities. This requires the ability not only to compete 
effectively in search engine optimization and marketing, but also to 
establish contracts with hundreds of senior living facilities 
nationwide, and have the necessary infrastructure, including 
experienced senior advisors, to convert leads into paying referrals.

VIII. The Agreement Containing Consent Order

    The Proposed Order resolves the anticompetitive concerns raised by 
the Transaction by eliminating the only overlap between Red Ventures/
Bankrate and APFM. The Proposed Order restores current and potential 
competition by accepting a divestiture of the Caring.com business. 
Caring.com was independent before it was acquired by Bankrate.com in 
2014, and it continues to operate semi-autonomously. The Proposed Order 
gives the Commission the right to approve a buyer, and prevents General 
Atlantic and Silver Lake from being involved in the divestiture 
process.
    The Proposed Order allows the Commission to appoint a monitor to 
ensure compliance with the terms of the Proposed Order, including the 
provision of transition services to an acquirer and firewalls related 
to Caring.com's confidential business information. The Proposed Order 
also prevents Red Ventures from possessing or seeking any confidential 
business information from APFM or providing any services to APFM for 
six months after the divestiture of Caring.com. The Commission may 
appoint a trustee if Red Ventures has not divested Caring.com and its 
related assets within the prescribed time-period.
    The Commission does not intend this analysis to constitute an 
official interpretation of the proposed Order or to modify its terms in 
any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2017-24588 Filed 11-13-17; 8:45 am]
 BILLING CODE 6750-01-P