[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