Recent Merger Settlements
Over the past year the Division entered into more than ten merger settlements involving a wide range of industries and competitive issues. Generally, the remedies involved structural relief, and a number of matters involved up-front buyers, local markets, and cooperation with state enforcers. Among the settlements are (1) Harvard Pilgrim Health Care and Health Plan Holdings; (2) Waste Management, Inc. and Advanced Disposal Services, Inc.; (3) Liberty Latin America and AT&T; and (4) Communications Power Industries LLC and General Dynamics SATCOM Technologies Inc.
Harvard Pilgrim Health Care/Health Plan Holdings
In December 2020, the Antitrust Division and the Attorney General of New Hampshire filed a complaint challenging the proposed merger of Harvard Pilgrim Health Care and Health Plan Holdings (formerly known as Tufts Health Plan). The complaint alleged that the merger, as originally structured, would have led to higher prices, poorer quality, and reduced choice for many consumers throughout the state of New Hampshire. The Division and New Hampshire filed a settlement to resolve the competitive harm alleged in the complaint. The settlement required that Harvard Pilgrim and Health Plan Holdings divest Tufts Health Freedom Plan Inc.—Health Plan Holdings’ commercial health insurance business in New Hampshire—in order to proceed with their merger. The Division approved UnitedHealth Group Inc. as the up-front buyer of Tufts Freedom. The settlement will preserve competition for the sale of commercial health insurance to private employers in New Hampshire with fewer than 100 employees. This matter was handled by the Healthcare and Consumer Products Section.
Waste Management/Advanced Disposal Services
In October 2020, the Antitrust Division and the Attorneys General of Florida, Illinois, Minnesota, Pennsylvania, and Wisconsin filed a complaint challenging the proposed merger of Waste Management, Inc. and Advanced Disposal Services, Inc. The complaint alleged that the merger involved two of only a few significant providers of certain types of waste services in local markets across a number of states and that the merger, as originally proposed, would eliminate head-to-head competition between Waste Management and Advanced Disposal and threaten the lower prices and better services that customers had realized from that competition. The Division and the states filed a settlement that required the sale of assets covering landfills, transfer stations, hauling locations, and waste collection routes. The Division approved GFL Environmental Inc. as the up-front buyer of all of the divestiture assets. This settlement will preserve competition for customers of these services in over 50 local markets. This matter was handled by the Defense, Industrials, and Aerospace Section.
Liberty Latin America/AT&T
In October 2020, the Antitrust Division filed a complaint challenging the acquisition of AT&T Inc.’s telecommunications operations in Puerto Rico and the U.S. Virgin Islands by Liberty Latin America Ltd. The Division alleged that Liberty and AT&T were two of the three largest wireline telecommunications providers in Puerto Rico and that the acquisition, as originally proposed, would have eliminated competition between the parties to provide fiber-based connectivity and telecommunications services to enterprise customers in Puerto Rico, likely resulting in increased prices and lower-quality services for these customers. To address these competitive concerns, Liberty and AT&T agreed to divest certain fiber-based telecommunications assets and customer accounts. The Division approved WorldNet Telecommunications, Inc. as the up-front buyer. The settlement includes an option for a monitoring trustee. This settlement, which was entered by the court on February 3, 2021, will ensure that customers in Puerto Rico continue to benefit from competition in the provision of these services. This matter was handled by the Media, Entertainment, and Communications Section.
In May 2020, the Antitrust Division filed a complaint challenging the acquisition of General Dynamics SATCOM Technologies Inc. (“GD SATCOM”) by Communications and Power Industries LLC (“CPI”). The Division alleged that GD SATCOM and CPI were the only two suppliers of certain satellite antenna equipment to the Department of Defense and to commercial customers. Consequently, the acquisition, as originally proposed, would have resulted in a monopoly for these products and would have eliminated the higher quality, lower prices, and shorter delivery times that resulted from competition between the parties. To address the Division’s antitrust concerns, the parties agreed to divest ASC Signal, in order to preserve competition for critical equipment that enables important communication links for the United States military and commercial customers in remote areas. The settlement, which was entered by the court on May 28, 2020, did not require an up-front buyer. This matter was handled by the Defense, Industrials, and Aerospace Section.