[Federal Register Volume 80, Number 226 (Tuesday, November 24, 2015)]
[Notices]
[Pages 73212-73229]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-29895]
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DEPARTMENT OF JUSTICE
Antitrust Division
United States et al. v. Springleaf Holdings, 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,
Asset Preservation Stipulation and Order, and Competitive Impact
Statement have been filed with the United States District Court for the
District of Columbia in United States et. al. v. Springleaf Holdings,
Inc., et. al., Civil Action No. 15-1992 (RMC). On November 13, 2015,
the United States filed a Complaint alleging that the proposed
acquisition by Springleaf Holdings, Inc. of OneMain Financial Holdings,
LLC would violate Section 7 of the Clayton Act, 15 U.S.C. 18. The
proposed Final Judgment, filed at the same time as the Complaint,
requires Springleaf Holdings to divest 127 branches in Arizona,
California, Colorado, Idaho, North Carolina, Ohio, Pennsylvania, Texas,
Virginia, Washington and West Virginia.
Copies of the Complaint, proposed Final Judgment and Competitive
Impact Statement are available for inspection on the Antitrust
Division's Web site at http://www.justice.gov/atr, and at the Office of
the Clerk of the United States District Court for the District of
[[Page 73213]]
Columbia. 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 Web site,
filed with the Court and, under certain circumstances, published in the
Federal Register. Comments should be directed to Maribeth Petrizzi,
Chief, Litigation II Section, Antitrust Division, Department of
Justice, 450 Fifth Street NW., Suite 8700, Washington, DC 20530
(telephone: 202-307-0924).
Patricia A. Brink,
Director of Civil Enforcement.
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA
U.S. Department of Justice
Antitrust Division
450 Fifth Street NW., Suite 8700
Washington, DC 20530,
STATE OF COLORADO
Colorado Department of Law
1300 Broadway, 7th Floor
Denver, CO 80203,
STATE OF IDAHO
Office of the Attorney General of Idaho
954 W. Jefferson Street, Second Floor
P.O. Box 83720
Boise, ID 83720,
COMMONWEALTH OF PENNSYLVANIA
Pennsylvania Office of Attorney General
Strawberry Square, 14th Floor
Harrisburg, PA 17120,
STATE OF TEXAS
Office of the Attorney General of Texas
300 West 15th Street, 7th Floor
Austin, TX 78701,
COMMONWEALTH OF VIRGINIA
Office of the Attorney General of Virginia
900 East Main Street
Richmond, VA 23219,
STATE OF WASHINGTON
Office of the Attorney General of Washington
800 Fifth Avenue, Suite 2000
Seattle, WA 98104,
and
STATE OF WEST VIRGINIA
Office of the Attorney General of West Virginia
269 Aikens Center
Martinsburg, WV 25404
Plaintiffs,
v.
SPRINGLEAF HOLDINGS, INC.
601 NW. Second Street
Evansville, IN 47708,
ONEMAIN FINANCIAL HOLDINGS, LLC
300 Saint Paul Place
Baltimore, MD 21202,
and
CITIFINANCIAL CREDIT COMPANY
c/o CITIGROUP INC.
399 Park Avenue
New York, NY 10022
Defendants.
CASE NO.: 1:15-cv-01992
JUDGE: Rosemary M. Collyer
FILED: 11/13/2015
Complaint
The United States of America (``United States''), acting under the
direction of the Attorney General of the United States, and the States
of Colorado, Idaho, Texas, Washington and West Virginia and the
Commonwealths of Pennsylvania and Virginia (collectively, ``Plaintiff
States''), acting by and through their respective Offices of the
Attorney General, bring this civil action to enjoin the proposed
acquisition of OneMain Financial Holdings, LLC (``OneMain'') by
Springleaf Holdings, Inc. (``Springleaf'') and to obtain other
equitable relief.
I. Nature of the Action
1. OneMain and Springleaf are the two largest lenders that offer
personal installment loans to subprime borrowers in the United States,
and the only two with a nationwide branch network. Personal installment
loans to subprime borrowers are fixed-rate, fixed-term and fully
amortized loan products that appeal to borrowers who have limited
access to credit from traditional banking institutions. OneMain and
Springleaf specialize in the same products (large installment loans
typically ranging from $3,000 to $6,000), target the same customer
base, and often operate branches within close proximity to one another.
2. In local markets across Arizona, California, Colorado, Idaho,
North Carolina, Ohio, Pennsylvania, Texas, Virginia, Washington, and
West Virginia, Springleaf and OneMain face limited competition for the
provision of personal installment loans to subprime borrowers and serve
as each other's closest--and often only--competitor. Elimination of the
competition between Springleaf and OneMain would leave subprime
borrowers seeking personal installment loans with few choices. This
reduction in consumer choice may drive many financially struggling
borrowers to much more expensive forms of credit or, worse, leave them
with no reasonable alternative. As a result, Springleaf's proposed
acquisition of OneMain likely would substantially lessen competition in
the provision of personal installment loans to subprime borrowers in
numerous local markets, in violation of Section 7 of the Clayton Act,
15 U.S.C. 18.
II. The Defendants and the Transaction
3. Defendant Springleaf is a Delaware corporation headquartered in
Evansville, Indiana. Springleaf is the second-largest provider of
personal installment loans to subprime borrowers in the United States,
with approximately 830 branches in 27 states. Springleaf has a consumer
loan portfolio that totals $4.0 billion.
4. Defendant OneMain, a Delaware limited liability company
headquartered in Baltimore, Maryland, is the largest provider of
personal installment loans to subprime borrowers in the United States,
with 1,139 branch locations in 43 states. OneMain has a consumer loan
portfolio that totals $8.4 billion. OneMain is a subsidiary of
Defendant CitiFinancial Credit Company (``CitiFinancial''), a Delaware
corporation headquartered in Dallas, Texas. CitiFinancial is a holding
company that is a wholly owned subsidiary of Citigroup, Inc.
5. Pursuant to a Purchase Agreement dated March 2, 2015, Springleaf
agreed to purchase OneMain from CitiFinancial for $4.25 billion.
III. Jurisdiction and Venue
6. The United States brings this action pursuant to Section 15 of
the Clayton Act, 15 U.S.C. 25, as amended, to prevent and restrain
Defendants from violating Section 7 of the Clayton Act, 15 U.S.C. 18.
7. The Plaintiff States bring this action under Section 16 of the
Clayton Act, 15 U.S.C. 26, to prevent and restrain Springleaf and
OneMain from violating Section 7 of the Clayton Act, 15 U.S.C. 18. The
Plaintiff States, by and through their respective Offices of the
Attorney General, bring this action as parens patriae on behalf of the
citizens, general welfare, and economy of each of their states.
8. The Court has subject matter jurisdiction over this action
pursuant to Section 15 of the Clayton Act, 15 U.S.C. 25, and 28 U.S.C.
1331, 1337(a), and 1345. Defendants offer personal installment loans to
customers in the United States in a regular, continuous, and
substantial flow of interstate commerce. Defendants' activities in the
provision of personal installment loans have had a substantial effect
upon interstate commerce.
9. Defendants have consented to venue and personal jurisdiction in
this District. Therefore, venue in this District is proper under
Section 12 of the Clayton Act, 15 U.S.C. 22, and 28 U.S.C. 1391(b) and
(c).
[[Page 73214]]
IV. Trade and Commerce
A. Personal Installment Loans to Subprime Borrowers
10. The average size of a personal installment loan typically falls
in the range of $3,000 to $6,000. Personal installment loans to
subprime borrowers are closed-end, fixed-rate, fixed-term, and fully
amortized loan products. In a fully amortized loan, both principal and
interest are paid fully through scheduled installments by the end of
the loan term, which typically is between 18 and 60 months in duration.
Each monthly payment is the same amount and the schedule of payments is
clear. If the borrower makes each scheduled payment, at the end of the
loan term, the loan is repaid in full.
11. Personal installment lenders target a unique segment of
borrowers who may not be able to obtain cheaper sources of credit from
other financial institutions but have enough cash flow to afford the
monthly payments of personal installment loans. Borrowers of personal
installment loans are considered ``subprime'' because of blemishes in
their credit histories, such as serious delinquencies or defaults.
These borrowers likely have been denied credit by a bank in the past
and turn to personal installment lenders for the speed, ease, and
likelihood of success in obtaining credit. Their borrowing needs vary,
for example, from paying for unexpected expenses, such as car repairs
or medical bills, to consolidating debts. A typical subprime borrower's
annual income is in the range of $35,000 to $45,000.
12. The blemished credit histories of subprime borrowers suggest a
higher propensity for default on future loans relative to so-called
``prime'' borrowers. Personal installment lenders mitigate this credit
risk by closely analyzing a borrower's characteristics and ability to
repay the loan. The lender examines several categories of information
about the borrower, including, among other criteria, credit history,
income and outstanding debts, stability of employment, and availability
or value of collateral. Lenders typically require borrowers to meet
face-to-face at a branch location to close the loan, even if the
application begins online. This face-to-face meeting allows the lender
to efficiently collect information used in underwriting and verify key
documents (reducing the risk of fraud). Subprime borrowers seeking
installment loans also value having a branch office close to where they
live or work; a nearby branch reduces the borrower's travel cost to
close the loan and allows convenient and timely access to loan
proceeds. If approved, borrowers immediately obtain the funds at the
branch.
13. Local branch presence also helps lenders and borrowers
establish close customer relationships during the life of the loan.
Local branch employees monitor delinquent payments of existing
customers and assist borrowers in meeting their payment obligations to
minimize loan loss. Borrowers also benefit from knowing the local
branch employees. Borrowers may visit a branch to make payments,
refinance their loans, or speak with a branch employee at times of
financial difficulties. Lenders place branches where their target
borrowers live or work so that it is convenient for their borrowers to
come into a branch.
14. The interest rate on a personal installment loan is the largest
component of the total cost of a loan. Other costs, such as origination
fees, maintenance fees, and closing fees, increase the effective
interest rate that a borrower will pay. The Annual Percentage Rate
(``APR'') combines the two components, interest rates and fees, to
indicate the annual charges associated with the loan. Although the
maximum interest rates and fees charged on personal installment loans
vary by state, Springleaf and OneMain have a self-imposed interest rate
cap of 36 percent on their respective loans.
15. While borrowers consider APR in selecting a loan, subprime
borrowers typically focus most on the monthly payment and on the ease
and speed of obtaining approval. Subprime borrowers' main concerns are
whether the payment will fit into their monthly budget and whether they
can obtain the money quickly to meet their needs. For these reasons,
negotiations between borrowers and lenders tend to focus more on the
amount of the loan, the repayment terms, and collateral requirements
than on the rates and fees. When a subprime borrower needs or wants a
lower monthly payment, personal installment lenders generally lower the
amount of the loan or lengthen the term of the loan.
16. Every state requires personal installment lenders to obtain
licenses to offer loans to subprime borrowers. Many states also have
regulations governing the interest rates and fees on loans charged by
consumer finance companies licensed to operate in the state. Some
states impose a maximum rate and fee for all personal installment
loans, while others have a tiered-rate system that establishes
different interest rates and fees for different loan amounts. State
regulations significantly affect the number of personal installment
lenders offering loans to subprime lenders in the state.
B. Relevant Product Market
17. Subprime borrowers turn to personal installment loans when they
need cash but have limited access to credit from banks, credit card
companies, and other lenders. The products offered by these lenders are
not meaningful substitutes for personal installment loans for a
substantial number of subprime borrowers.
18. Banks and credit unions offer personal installment loans at
rates and terms much better than those offered by personal installment
lenders, but subprime borrowers typically do not meet the underwriting
criteria of those institutions and are unlikely to be approved.
Further, the loan application and underwriting process at banks and
credit unions typically take much longer than that of personal
installment lenders, who can provide subprime borrowers with funds on a
far quicker timetable. For these and other reasons, subprime borrowers
would not turn to banks and credit unions as an alternative in the
event personal installment lenders were to increase the interest rate
or otherwise make their loan terms less appealing by a small but
significant amount.
19. Payday and title lenders provide short-term cash, but charge
much higher rates and fees, usually lend in amounts well below $1,000,
and require far quicker repayment than personal installment lenders.
Specifically, rates and fees for these types of short-term cash
advances can exceed 250 percent APR with repayment generally due in
less than 30 days. Given these key differences, subprime borrowers
likely would not turn to payday and title loans as an alternative in
the event personal installment lenders were to increase the interest
rate or otherwise make their loan terms less appealing by a small but
significant amount.
20. Most subprime borrowers also cannot turn to credit cards as an
alternative to personal installment loans. Subprime borrowers
frequently have difficulty obtaining credit cards, and those who have
credit cards have often reached their maximum available credit limits
(which are much lower than those given to prime borrowers), or have
limited access to additional credit extensions. Although subprime
borrowers may use credit cards for everyday purchases, such as
groceries or dining out, they typically have insufficient remaining
credit to pay for larger expenses such as major car repairs or
significant medical bills. Subprime borrowers therefore could not
[[Page 73215]]
generally turn to credit cards as an alternative in the event lenders
offering personal installment loans to subprime borrowers were to
increase the interest rate or otherwise make their loan terms less
appealing by a small but significant amount.
21. Finally, although online lenders have been successful in making
loans to prime borrowers, they face challenges in meeting the needs of
and mitigating the credit risk posed by subprime borrowers. Without a
local branch presence, online lenders do not maintain close customer
relationships, nor can they conduct face-to-face meetings to verify key
documents, measures which reduce the risk of fraud and borrower
default. Online lenders tend to focus on borrowers with better credit
profiles or higher incomes than the borrowers typically served by
personal installment lenders with branches in local markets.
Furthermore, online lenders are unable to process an application and
distribute loan proceeds as quickly as local personal installment
lenders. For these reasons, subprime borrowers generally would not turn
to loans offered by online lenders in the event lenders offering
personal installment loans to subprime borrowers were to increase the
interest rate or otherwise make their loan terms less appealing by a
small but significant amount.
22. Accordingly, the provision of personal installment loans to
subprime borrowers is a line of commerce and a relevant product market
within the meaning of Section 7 of the Clayton Act.
C. Relevant Geographic Market
23. Subprime borrowers seeking personal installment loans value
convenience, which includes quick access to the borrowed funds and
minimal travel time. Consequently, subprime borrowers considering a
personal installment lender look for a branch near where they live or
where they work. While the distance a borrower is willing to travel may
vary by geography, the vast majority of subprime borrowers travel less
than twenty miles to a branch for a personal installment loan.
24. Personal installment lenders have established local trade areas
for their branches. Lenders usually rely on direct mail solicitations
as the primary means of marketing and solicit customers who live within
close proximity to their branches. Lenders who place branches in the
same areas compete to serve the same target borrower base. Borrowers
view lenders with branches in close proximity to each other as close
substitutes.
25. For these reasons, the overlapping trade areas of competing
personal installment lenders form geographic markets where the lenders
located within the trade areas compete for subprime borrowers who live
or work near the branches. The size and shape of the overlapping trade
areas of these branches may vary as the distance borrowers are willing
to travel depends on factors specific to each local area. Even so,
typically more than three-quarters of the personal installment loans to
subprime borrowers made by a given branch are made to borrowers
residing within twenty miles of the branch. Personal installment
lenders with branches located outside these trade areas usually are not
convenient alternatives for borrowers.
26. Springleaf and OneMain have a high degree of geographic overlap
between their branch networks. In local areas within and around 126
towns and municipalities in eleven states--Arizona, California,
Colorado, Idaho, North Carolina, Ohio, Pennsylvania, Texas, Virginia,
Washington, and West Virginia--Springleaf and OneMain have branches
located within close proximity of one another, often within five miles.
In these overlapping trade areas of Springleaf's and OneMain's
branches, few other lenders have branches offering personal installment
loans to subprime borrowers. In many of these overlapping trade areas,
Springleaf and OneMain are the only two personal installment lenders.
27. In local areas within and around 126 towns and municipalities
in Arizona, California, Colorado, Idaho, North Carolina, Ohio,
Pennsylvania, Texas, Virginia, Washington, and West Virginia, subprime
borrowers of personal installment loans would not seek such loans
outside the local areas in the event lenders offering personal
installment loans to subprime borrowers were to increase the interest
rate or otherwise make their loans less appealing by a small but
significant amount. Accordingly, the overlapping trade areas located in
the 126 towns and municipalities identified in the Appendix hereto
constitute relevant geographic markets within the meaning of Section 7
of the Clayton Act.
D. Anticompetitive Effects
28. Springleaf and OneMain are the two largest providers of
personal installment loans to subprime borrowers in the United States.
Both companies have a long history in the business of providing
personal installment loans to subprime borrowers, have built an
extensive branch network, and have established close ties to the local
communities. Leveraging their years of experience and large customer
base, both companies have developed sophisticated risk analytics that
allow them to minimize expected credit losses when extending loans to
borrowers with blemished credit histories.
29. Compared to Springleaf and OneMain, other lenders that offer
personal installment loans to subprime borrowers have much smaller
branch footprints and are present in a more limited number of states
and local markets. These personal installment lenders may operate in
states with regulations that permit higher interest rates and fees,
rather than in those with low interest rate caps. State regulations,
lack of scale, and other economic factors have limited the competitive
presence of these lenders in many states and local areas.
30. In local markets within and around the 126 towns and
municipalities in Arizona, California, Colorado, Idaho, North Carolina,
Ohio, Pennsylvania, Texas, Virginia, Washington, and West Virginia
identified in the Appendix, the market for the provision of personal
installment loans to subprime borrowers is highly concentrated. In the
local areas within these states, Springleaf and OneMain are the largest
providers of personal installment loans to subprime borrowers, and face
little, if any, competition from other personal installment lenders.
Even if other providers of personal installment loans to subprime
borrowers have a branch presence in these states, these lenders compete
in a limited number of local markets or in communities located far from
a Springleaf or OneMain branch. As a result, these local markets are
highly concentrated.
31. In local markets within and around the 126 towns and
municipalities in Arizona, California, Colorado, Idaho, North Carolina,
Ohio, Pennsylvania, Texas, Virginia, Washington, and West Virginia
identified in the Appendix, the proposed acquisition would
substantially increase concentration in the market for personal
installment loans to subprime borrowers. Without the benefit of head-
to-head competition between Springleaf and OneMain, subprime borrowers
are likely to face higher interest rates or fees, greater limits on the
amount they can borrow and restraints on their ability to obtain loans,
and more onerous loan terms. The proposed acquisition therefore likely
will substantially lessen competition in the provision of personal
installment loans to subprime borrowers.
[[Page 73216]]
E. Entry
32. Entry of additional competitors into the provision of personal
installment loans to subprime borrowers in local markets in Arizona,
California, Colorado, Idaho, North Carolina, Ohio, Pennsylvania, Texas,
Virginia, Washington, and West Virginia is unlikely to be timely or
sufficient to defeat the likely anticompetitive effects of the proposed
acquisition. In some states, the state regulatory rate caps create
unattractive markets for entry. In others, lenders face entry barriers
in terms of cost and time to establish a local branch presence.
Personal installment lenders need experienced branch employees with
knowledge of the local market to build a base of customer
relationships. A new lender in a local market faces more risks as it
does not have knowledge of local market conditions. A lender also must
obtain funding and devote resources to building a successful local
presence.
33. As a result of these barriers, entry into the provision of
personal installment loans to subprime borrowers in the local markets
identified above would not be timely, likely, or sufficient to defeat
the substantial lessening of competition that likely would result from
Springleaf's acquisition of OneMain.
V. Violation Alleged
34. The acquisition of OneMain by Springleaf likely would
substantially lessen competition in the provision of personal
installment loans to subprime borrowers in the relevant geographic
markets identified the Appendix, in violation of Section 7 of the
Clayton Act, 15 U.S.C. 18.
35. Unless enjoined, the proposed acquisition likely would have the
following anticompetitive effects, among others:
a. actual and potential competition between Springleaf and OneMain
in the provision of personal installment loans to subprime borrowers in
local markets in Arizona, California, Colorado, Idaho, North Carolina,
Ohio, Pennsylvania, Texas, Virginia, Washington, and West Virginia
would be eliminated;
b. competition generally in the provision of personal installment
loans to subprime borrowers in local markets in Arizona, California,
Colorado, Idaho, North Carolina, Ohio, Pennsylvania, Texas, Virginia,
Washington, and West Virginia would be substantially lessened; and
c. prices and other terms for personal installment loans to
subprime borrowers in local markets in Arizona, California, Colorado,
Idaho, North Carolina, Ohio, Pennsylvania, Texas, Virginia, Washington,
and West Virginia would become less favorable to consumers and access
to such loans by subprime borrowers would decrease.
VI. Requested Relief
36. Plaintiffs request that the Court:
a. adjudge and decree that Springleaf's proposed acquisition of
OneMain is unlawful and in violation of Section 7 of the Clayton Act,
15 U.S.C. 18;
b. preliminarily and permanently enjoin and restrain Defendants and
all persons acting on their behalf from entering into any other
agreement, understanding, or plan by which Springleaf would acquire
OneMain;
c. award Plaintiffs their costs for this action; and
d. grant Plaintiffs such other and further relief as the Court
deems just and proper.
DATED: November 13, 2015
Respectfully submitted,
FOR PLAINTIFF UNITED STATES OF AMERICA:
___/s/___
WILLIAM J. BAER (D.C. Bar #324723)
Assistant Attorney General.
___/s/___
RENATA B. HESSE (D.C. Bar #466107)
Deputy Assistant Attorney General.
___/s/___
PATRICIA A. BRINK
Director of Civil Enforcement.
___/s/___
MARIBETH PETRIZZI (D.C. Bar #435204)
Chief, Litigation II Section.
___/s/___
DOROTHY FOUNTAIN (D.C. Bar #439469)
Assistant Chief, Litigation II Section.
___/s/___
ANGELA TING (D.C. Bar #449576).
STEPHANIE FLEMING.
LESLIE PERTIZ.
JAY D. OWEN.
TARA SHINNICK (D.C. Bar #501462).
REBECCA VALENTINE (D.C. Bar #989607).
United States Department of Justice, Antitrust Division, Litigation
II Section, 450 Fifth Street NW., Suite 8700, Washington, DC 20530,
(202) 616-7721, (202) 514-9033 (Facsimile), [email protected].
FOR PLAINTIFF STATE OF COLORADO:
CYNTHIA H. COFFMAN
Attorney General of Colorado.
___/s/___
DEVIN LAIHO
Assistant Attorney General, Consumer Protection Section, Colorado
Department of Law, Ralph L. Carr Colorado Judicial Center, 1300
Broadway, 7th Floor, Denver, CO 80203, (720) 508-6219, (720) 508-
6040 (Facsimile), [email protected].
FOR PLAINTIFF STATE OF IDAHO:
LAWRENCE G. WASDEN
Attorney General of Idaho.
___/s/___
BRETT T. DELANGE
Idaho State Bar No. 3628, Deputy Attorney General, Consumer
Protection Division, Office of the Attorney General of Idaho, 954 W.
Jefferson Street, Second Floor, P.O. Box 83720, Boise, ID 83720,
(208) 334-4114, (208) 334-4151 (facsimile),
[email protected].
FOR PLAINTIFF COMMONWEALTH OF PENNSYLVANIA:
Tracy W. Wertz
Chief Deputy Attorney General, Antitrust Section.
___/s/___
Joseph S. Betsko
State Bar No. 82620, Senior Deputy Attorney General, Antitrust
Section, Pennsylvania Office of Attorney General, Strawberry Square,
14th Floor, Harrisburg, PA 17120, (717) 787-4530, (717) 787-1190
(facsimile), [email protected].
FOR PLAINTIFF STATE OF TEXAS:
KEN PAXTON
Attorney General of Texas.
CHARLES E. ROY
First Assistant Attorney General.
JAMES E. DAVIS
Deputy Attorney General for Civil Litigation.
JOHN T. PRUD'HOMME
Chief, Consumer Protection Division.
KIM VAN WINKLE
Chief, Antitrust Section.
___/s/___
MARK A. LEVY
Assistant Attorney General, Consumer Protection Division, Antirust
Section, Office of the Attorney General of Texas, 300 W. 15th
Street, 7th Floor, Austin, TX 78701, (512) 936-1847, (512) 320-0975
(Facsimile), [email protected].
FOR PLAINTIFF COMMONWEALTH OF VIRGINIA:
MARK R. HERRING
Attorney General of Virginia.
CYNTHIA E. HUDSON
Chief Deputy Attorney General.
RHODES B. RITENOUR
Deputy Attorney General for Civil Litigation.
___/s/___
DAVID B. IRVIN
Virginia State Bar No. 23927, Senior Assistant Attorney General and
Chief, MARK S. KUBIAK, Virginia State Bar No. 73119, Assistant
Attorney General, Consumer Protection Section, Office of the
Attorney General of Virginia, 900 East Main Street, Richmond,
Virginia 23219, Phone: (804) 786-4047, Facsimile: (804) 786-0122,
[email protected].
FOR PLAINTIFF STATE OF WASHINGTON:
ROBERT W. FERGUSON
Attorney General of Washington.
DARWIN P. ROBERTS
Deputy Attorney General.
JONATHAN A. MARK
Chief, Antitrust Division.
___/s/___
STEPHEN T. FAIRCHILD
State Bar No. 41214, Assistant Attorney General, Antitrust Division,
Office of the Attorney General of Washington, 800 Fifth Avenue,
Suite 2000, Seattle, WA 98104, (206)
[[Page 73217]]
389-2848, (206) 464-6338 (Facsimile), [email protected].
FOR PLAINTIFF STATE OF WEST VIRGINIA:
PATRICK MORRISEY
Attorney General of West Virginia.
ANN L. HAIGHT
Deputy Attorney General, Director, Consumer Protection and Antitrust
Division.
___/s/___
TANYA L. GODFREY
West Virginia State Bar No. 7448, District of Columbia Bar No.
1016435, Assistant Attorney General, Consumer Protection Division,
Office of the Attorney General of West Virginia, 269 Aikens Center,
Martinsburg, WV 25404, (304) 267-0239, (304) 267-0248 (Facsimile),
[email protected].
APPENDIX
------------------------------------------------------------------------
City State
------------------------------------------------------------------------
PHOENIX....................................... AZ
TEMPE......................................... AZ
TUCSON........................................ AZ
ANAHEIM....................................... CA
ANTIOCH....................................... CA
BAKERSFIELD................................... CA
CHICO......................................... CA
CHULA VISTA................................... CA
SACRAMENTO.................................... CA
ESCONDIDO..................................... CA
FREMONT....................................... CA
FRESNO........................................ CA
HANFORD....................................... CA
LEMON GROVE................................... CA
LONG BEACH.................................... CA
MADERA........................................ CA
MERCED........................................ CA
MODESTO....................................... CA
OXNARD........................................ CA
PALMDALE...................................... CA
PARAMOUNT..................................... CA
PASADENA...................................... CA
POMONA........................................ CA
RANCHO CUCAMONGA.............................. CA
REDDING....................................... CA
RIALTO........................................ CA
SAN FERNANDO.................................. CA
SANTA ANA..................................... CA
SANTA MARIA................................... CA
SOUTH SAN FRANCISCO........................... CA
STOCKTON...................................... CA
TORRANCE...................................... CA
COLORADO SPRINGS.............................. CO
FORT COLLINS.................................. CO
PUEBLO........................................ CO
AURORA........................................ CO
THORNTON...................................... CO
LITTLETON..................................... CO
TWIN FALLS.................................... ID
COEUR D'ALENE................................. ID
POCATELLO..................................... ID
BOISE......................................... ID
FOREST CITY................................... NC
HENDERSON..................................... NC
MOREHEAD CITY................................. NC
MOUNT AIRY.................................... NC
KINSTON....................................... NC
WILKESBORO.................................... NC
SHELBY........................................ NC
WILSON........................................ NC
CHARLOTTE..................................... NC
DURHAM........................................ NC
CLINTON....................................... NC
KERNERSVILLE.................................. NC
WILLIAMSTON................................... NC
REIDSVILLE.................................... NC
ALBEMARLE..................................... NC
MORGANTON..................................... NC
MARION........................................ NC
ASHTABULA..................................... OH
ATHENS........................................ OH
CAMBRIDGE..................................... OH
GARFIELD HEIGHTS.............................. OH
REYNOLDSBURG.................................. OH
FAIRBORN...................................... OH
DOVER......................................... OH
GALLIPOLIS.................................... OH
LIMA.......................................... OH
ONTARIO....................................... OH
SANDUSKY...................................... OH
TOLEDO........................................ OH
CHILLICOTHE................................... OH
ELYRIA........................................ OH
FAIRLAWN...................................... OH
LANCASTER..................................... OH
MARION........................................ OH
WOOSTER....................................... OH
CHELTENHAM.................................... PA
LANCASTER..................................... PA
JOHNSTOWN..................................... PA
MONACA........................................ PA
E NORRITON TWP................................ PA
SHAMOKIN DAM.................................. PA
STATE COLLEGE................................. PA
TANNERSVILLE.................................. PA
UPPER DARBY................................... PA
WASHINGTON.................................... PA
BURLESON...................................... TX
AMARILLO...................................... TX
BEAUMONT...................................... TX
BRYAN......................................... TX
DEL RIO....................................... TX
DENTON........................................ TX
LAKE JACKSON.................................. TX
LUFKIN........................................ TX
ODESSA........................................ TX
SAN ANGELO.................................... TX
CHRISTIANSBURG................................ VA
ALTAVISTA..................................... VA
COLLINSVILLE.................................. VA
DANVILLE...................................... VA
FARMVILLE..................................... VA
FRONT ROYAL................................... VA
GALAX......................................... VA
LEESBURG...................................... VA
PETERSBURG.................................... VA
RICHMOND...................................... VA
SOUTH HILL.................................... VA
STAUNTON...................................... VA
SUFFOLK....................................... VA
TAPPAHANNOCK.................................. VA
WOODBRIDGE.................................... VA
BREMERTON..................................... WA
EVERETT....................................... WA
KENNEWICK..................................... WA
MOUNT VERNON.................................. WA
OLYMPIA....................................... WA
RENTON........................................ WA
SPOKANE....................................... WA
UNION GAP..................................... WA
LOGAN......................................... WV
PRINCETON..................................... WV
LEWISBURG..................................... WV
BARBOURSVILLE................................. WV
OAK HILL...................................... WV
SOUTH CHARLESTON.............................. WV
------------------------------------------------------------------------
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA,
STATE OF COLORADO,
STATE OF IDAHO,
COMMONWEALTH OF PENNSYLVANIA,
STATE OF TEXAS,
COMMONWEALTH OF VIRGINIA,
STATE OF WASHINGTON,
and
STATE OF WEST VIRGINIA,
Plaintiffs,
v.
SPRINGLEAF HOLDINGS, INC.,
ONEMAIN FINANCIAL HOLDINGS, LLC,
and
CITIFINANCIAL CREDIT COMPANY,
Defendants.
CASE NO.: 1:15-cv-01992
JUDGE: Rosemary M. Collyer
FILED: 11/13/2015
Competitive Impact Statement
Plaintiff United States of America (``United States''), pursuant to
Section 2(b) of the Antitrust Procedures and Penalties Act (``APPA'' or
``Tunney Act''), 15 U.S.C. 16(b)-(h), files this Competitive Impact
Statement relating to the proposed Final Judgment submitted for entry
in this civil antitrust proceeding.
I. Nature and Purpose of the Proceeding
Pursuant to a Stock Purchase Agreement dated March 2, 2015,
Springleaf Holdings, Inc. proposes to acquire OneMain Financial
Holdings, LLC from CitiFinancial Credit Company, a wholly owned
subsidiary of Citigroup, Inc., for approximately $4.25 billion. The
proposed merger would combine the two largest providers of personal
installment loans to subprime borrowers in the United States.
The United States filed a civil antitrust Complaint on November 13,
2015, seeking to enjoin the proposed acquisition. The Complaint alleges
that the acquisition likely would substantially lessen competition for
personal installment loans to subprime borrowers in numerous local
markets across eleven states, in violation of Section 7 of the Clayton
Act, 15 U.S.C. 18. That loss of competition likely would result in a
reduction of consumer choice that may drive financially struggling
borrowers to much more expensive forms of credit or, worse, leave them
with no reasonable alternative.
At the same time the Complaint was filed, the United States filed
an Asset Preservation Stipulation and Order and a proposed Final
Judgment designed to
[[Page 73218]]
eliminate the anticompetitive effects of the acquisition. Under the
proposed Final Judgment, which is explained more fully below,
Springleaf is required to divest 127 branches in eleven states to
Lendmark Financial Services, or to one or more other Acquirers
acceptable to the United States. Under the terms of the Asset
Preservation Stipulation and Order, Springleaf will take certain steps
to ensure that the divestiture branches are operated as competitively
independent, economically viable, and ongoing business concerns; that
they remain independent and uninfluenced by the consummation of the
acquisition; and that competition is maintained during the pendency of
the ordered divestiture.
The United States and Defendants have stipulated that the proposed
Final Judgment may be entered after compliance with the APPA. Entry of
the proposed Final Judgment would terminate this action, except that
the Court would 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 Violation
A. The Defendants and the Proposed Transaction
Defendant Springleaf Holdings, Inc. (``Springleaf'') is a Delaware
corporation with its headquarters in Evansville, Indiana. Springleaf is
the second-largest provider of personal installment loans to subprime
borrowers in the United States. Springleaf operates approximately 830
branches in 27 states and has a consumer loan portfolio of about $4.0
billion.
Defendant OneMain Financial Holdings, LLC (``OneMain'') is a
Delaware limited liability company, headquartered in Baltimore,
Maryland. OneMain is the largest provider of personal installment loans
to subprime borrowers in the United States. OneMain operates 1,139
branches in 43 states and has a consumer loan portfolio that totals
$8.4 billion. OneMain is a subsidiary of CitiFinancial Credit Company,
a holding company that is a wholly owned subsidiary of Citigroup, Inc.
B. Background on Personal Installment Loans to Subprime Borrowers
Personal installment loans to subprime borrowers are closed-end,
fixed-rate, fixed-term, and fully amortized loan products that
typically range from $3,000 to $6,000. Both the principal and interest
are paid fully through scheduled installments by the end of the loan
term, which typically is between 18 and 60 months in duration. Each
monthly payment is the same amount and the schedule of payments is
clear.
Personal installment lenders target a unique segment of borrowers
who may not be able to obtain cheaper sources of credit from other
financial institutions but have enough cash flow to afford the monthly
payments of personal installment loans. Borrowers of personal
installment loans are considered ``subprime'' because of blemishes in
their credit histories, such as serious delinquencies or defaults.
These borrowers likely have been denied credit by a bank in the past
and turn to personal installment lenders for the speed, ease, and
likelihood of success in obtaining credit. Their borrowing needs vary,
for example, from paying for unexpected expenses, such as car repairs
or medical bills, to consolidating debts. A typical subprime borrower's
annual income is in the range of $35,000 to $45,000.
The blemished credit histories of subprime borrowers suggest a
higher propensity for default on future loans relative to so-called
``prime'' borrowers. Personal installment lenders mitigate this credit
risk by closely analyzing a borrower's characteristics and ability to
repay the loan, including the borrower's credit history, income and
outstanding debts, stability of employment, and availability or value
of collateral. Lenders typically require borrowers to meet face-to-face
at a branch location to close the loan, even if the application begins
online. This face-to-face meeting allows the lender to efficiently
collect information used in underwriting and verify key documents
(reducing the risk of fraud). Subprime borrowers seeking installment
loans also value having a branch office close to where they live or
work; a nearby branch reduces the borrower's travel cost to close the
loan and allows convenient and timely access to loan proceeds. If
approved, borrowers immediately obtain the funds at the branch.
Local branch presence also helps lenders and borrowers establish
close customer relationships during the life of the loan. Local branch
employees monitor delinquent payments of existing customers and assist
borrowers in meeting their payment obligations to minimize loan loss.
Borrowers also benefit from knowing the local branch employees.
Borrowers may visit a branch to make payments, refinance their loans,
or speak with a branch employee at times of financial difficulties.
Lenders place branches where their target borrowers live or work so
that it is convenient for their borrowers to come in to a branch.
The interest rate on a personal installment loan is the largest
component of the total cost of a loan, but other fees increase the
effective interest rate that a borrower will pay. The Annual Percentage
Rate (``APR'') combines the interest rates and fees to indicate the
annual charges associated with the loan. Although the maximum interest
rates and fees charged on personal installment loans vary by state,
Springleaf and OneMain have a self-imposed interest rate cap of 36
percent on their respective loans.
While subprime borrowers consider APR in selecting a loan, they
typically focus most on the monthly payment and on the ease and speed
of obtaining approval. For these reasons, negotiations between
borrowers and lenders tend to focus more on the amount of the loan, the
repayment terms, and collateral requirements than on the rates and
fees.
Every state requires personal installment lenders to obtain
licenses to offer loans to subprime borrowers. Many states also have
regulations governing the interest rates and fees on personal
installment loans, with some states imposing maximum rates and fees and
others utilizing a tiered-rate system that establishes different
interest rates and fees for different loan amounts. The nature of state
regulations significantly affects the number of personal installment
lenders operating in a state.
C. Relevant Product Market
Subprime borrowers turn to personal installment loans when they
need cash but have limited access to credit from banks, credit card
companies, and other lenders. As explained in the Complaint, the
products offered by these lenders are not meaningful substitutes for
personal installment loans for a substantial number of subprime
borrowers.
For example, banks and credit unions offer personal installment
loans at rates and terms much better than those offered by personal
installment lenders, but subprime borrowers typically do not meet the
underwriting criteria of those institutions and are unlikely to be
approved. Further, the loan application and underwriting process at
banks and credit unions typically take much longer than that of
personal installment lenders.
Payday and title lenders provide short-term cash, but charge much
higher rates and fees, usually lend in amounts well below $1,000, and
require far quicker repayment than personal installment lenders. Rates
and fees for
[[Page 73219]]
these types of short-term cash advances can exceed 250 percent APR with
repayment generally due in less than 30 days.
Credit cards are also not a viable alternative for most subprime
borrowers. Subprime borrowers may have difficulty obtaining credit
cards, and those who have credit cards have often reached their credit
limits and have limited access to additional credit extensions.
Although subprime borrowers may use credit cards for everyday
purchases, they typically have insufficient remaining credit to pay for
larger expenses such as major car repairs or significant medical bills.
Finally, although online lenders have been successful in making
loans to prime borrowers, they face challenges in meeting the needs of
and mitigating the credit risk posed by subprime borrowers. Without a
local branch presence, online lenders do not maintain close customer
relationships, nor can they conduct face-to-face meetings to verify key
documents, measures which reduce the risk of fraud and borrower
default. Online lenders are also unable to process applications and
distribute loan proceeds as quickly as local personal installment
lenders.
For all of these reasons, as explained in the Complaint, subprime
borrowers generally would not turn to banks and credit unions, payday
and title lenders, credit cards, or online lenders in the event lenders
offering personal installment loans to subprime borrowers were to
increase the interest rate or otherwise make their loan terms less
appealing by a small but significant amount. Accordingly, the Complaint
alleges that the provision of personal installment loans to subprime
borrowers is a line of commerce and a relevant product market within
the meaning of Section 7 of the Clayton Act.
D. Relevant Geographic Market
As explained in the Complaint, subprime borrowers seeking personal
installment loans value convenience, including quick access to borrowed
funds and minimal travel time, and look for a branch near where they
live or work. While the distance a borrower is willing to travel may
vary by geography, the vast majority of subprime borrowers travel less
than twenty miles to a branch for a personal installment loan.
Personal installment lenders have established local trade areas for
their branches. Lenders usually rely on direct mail solicitations as
the primary means of marketing and solicit customers who live within
close proximity to their branches. Lenders who place branches in the
same areas compete to serve the same target borrower base. Borrowers
view lenders with branches in close proximity to each other as close
substitutes.
For these reasons, the overlapping trade areas of competing
personal installment lenders form geographic markets where the lenders
located within the trade areas compete for subprime borrowers who live
or work near the branches. The size and shape of the overlapping trade
areas of these branches may vary as the distance borrowers are willing
to travel depends on factors specific to each local area. Even so,
typically more than three-quarters of the personal installment loans to
subprime borrowers made by a given branch are made to borrowers
residing within twenty miles of the branch. Personal installment
lenders with branches located outside these trade areas usually are not
convenient alternatives for borrowers.
Springleaf and OneMain have a high degree of geographic overlap
between their branch networks. In local areas within and around 126
towns and municipalities in eleven states--Arizona, California,
Colorado, Idaho, North Carolina, Ohio, Pennsylvania, Texas, Virginia,
Washington, and West Virginia--Springleaf and OneMain have branches
located within close proximity of one another, often within five miles.
In these overlapping trade areas of Springleaf's and OneMain's
branches, few, if any, other lenders have branches offering personal
installment loans to subprime borrowers.
According to the Complaint, in local areas within and around the
126 towns and municipalities in Arizona, California, Colorado, Idaho,
North Carolina, Ohio, Pennsylvania, Texas, Virginia, Washington, and
West Virginia, subprime borrowers of personal installment loans would
not seek such loans outside the local areas in the event lenders
offering personal installment loans to subprime borrowers were to
increase the interest rate or otherwise make their loans less appealing
by a small but significant amount. Accordingly, the overlapping trade
areas located in the 126 towns and municipalities identified in the
Appendix attached to the Complaint constitute relevant geographic
markets within the meaning of Section 7 of the Clayton Act.
E. Anticompetitive Effects
As alleged in the Complaint, Springleaf and OneMain are the two
largest providers of personal installment loans to subprime borrowers
in the United States. Both companies have a long history in the
business, an extensive branch network, and close ties to the local
communities in which they operate. Both companies have used their years
of experience and large customer base to develop sophisticated risk
analytics that allow them to minimize expected credit losses. Other
lenders that offer personal installment loans to subprime borrowers
have much smaller branch footprints and are present in fewer states and
local markets than Springleaf and OneMain.
In local markets within and around the 126 towns and municipalities
in Arizona, California, Colorado, Idaho, North Carolina, Ohio,
Pennsylvania, Texas, Virginia, Washington, and West Virginia identified
in the Appendix to the Complaint, the market for the provision of
personal installment loans to subprime borrowers is highly
concentrated. In these local markets, Springleaf and OneMain are the
largest providers of personal installment loans to subprime borrowers,
and face little, if any, competition from other personal installment
lenders. The Complaint alleges that the proposed acquisition would
substantially increase concentration in these local markets and likely
would result in subprime borrowers facing higher interest rates or
fees, greater limits on the amount they can borrow and restraints on
their ability to obtain loans, and more onerous loan terms. The
proposed acquisition therefore likely will substantially lessen
competition in the provision of personal installment loans to subprime
borrowers.
F. Difficulty of Entry
According to the Complaint, entry of additional competitors into
the provision of personal installment loans to subprime borrowers in
the 126 local markets in Arizona, California, Colorado, Idaho, North
Carolina, Ohio, Pennsylvania, Texas, Virginia, Washington, and West
Virginia identified in the Complaint is unlikely to be timely or
sufficient to defeat the likely anticompetitive effects of the proposed
acquisition. In some states, the state regulatory rate caps create
unattractive markets for entry. In others, lenders face entry barriers
in terms of cost and time to establish a local branch presence.
Personal installment lenders need experienced branch employees with
knowledge of the local market to build a base of customer
relationships. A new lender in a local market faces more risks as it
does not have knowledge of local market conditions. A lender also must
obtain funding and devote resources to building a successful local
presence. As a result of these barriers, entry is unlikely to
[[Page 73220]]
remedy the anticompetitive effects of the proposed acquisition.
III. Explanation of the Proposed Final Judgment
The divestiture required by the proposed Final Judgment will
eliminate the anticompetitive effects of the acquisition by
establishing an independent and economically viable competitor in the
provision of personal installment loans to subprime borrowers in each
of the local markets of concern.
Specifically, Paragraphs IV(A) and IV(B) of the proposed Final
Judgment requires Defendants to divest 127 Springleaf branches, which
are identified in the Attachment to the proposed Final Judgment, to
Lendmark Financial Services or to one or more alternative Acquirers
acceptable to the United States. The branches to be divested are
located in the local markets within and around the 126 towns and
municipalities identified in the Appendix to the Complaint. The
divestiture will establish Lendmark or an alternative Acquirer as a
new, independent and economically viable competitor in some states and
will allow Lendmark or an alternative Acquirer to compete in new local
areas and to enhance its competitive presence in others.
The divestiture of the 127 Springleaf branches includes all active
loans originated or serviced at those branches, including all
historical performance information (including account-level payment
histories) and all customers' credit scores and other credit metrics
with respect to loans that are active, closed, paid-off, or defaulted
that have been originated or serviced at the Divestiture Branches at
any point since January 1, 2010. The historical performance information
will allow a lender to gain an understanding of local market conditions
and to perform risk analytics essential to making personal installment
loans to subprime borrowers. In the event that Lendmark is not the
Acquirer, Paragraph II(G)(3) provides that Springleaf will further
divest, at the Acquirer's option, assets related to back office and
technical support that would provide the Acquirer with additional
capability and know-how.
Paragraph IV(A) of the proposed Final Judgment requires Springleaf
to divest the Divestiture Assets within 120 calendar days after the
filing of the Complaint or within five (5) calendar days after
satisfaction of all state licensing requirements, whichever is sooner.
The United States, in its sole discretion, after consultation with the
Plaintiff States, may agree to one or more extensions of the time
period, not to exceed sixty (60) calendar days in total. In addition,
in the event that Lendmark has initiated the state licensing process in
a particular state but has not satisfied the state's licensing
requirements before the end of the period specified in Paragraph IV(A),
the period to divest the Divestiture Assets of that particular state
shall be extended to five (5) calendar days after satisfaction of the
state licensing requirements. Paragraph IV(A) also requires Springleaf
to use its best efforts to divest the Divestiture Assets as
expeditiously as possible.
In the event that Lendmark is unable to acquire the Divestiture
Assets in one or more states, Paragraphs IV(B) provides that Springleaf
shall divest the remaining Divestiture Assets to an alternative
Acquirer(s) acceptable to the United States, in its sole discretion,
after consultation with the relevant Plaintiff States. Springleaf shall
divest the remaining Divestiture Assets within thirty (30) days after
the United States receives notice that Lendmark is not the Acquirer of
such Divestiture Assets, or within five (5) days of satisfaction of all
state licensing requirements, whichever is sooner. The United States,
in its sole discretion, after consultation with the relevant Plaintiff
States, may agree to one or more extensions of the time period, not to
exceed sixty (60) calendar days in total. Pursuant to Paragraph V(I),
Springleaf must divest to a single Acquirer all of the Divestiture
Branches located in a particular state.
Paragraph IV(G) prohibits Defendants from entering into non-compete
agreements with any employee at any of Defendants' branches or with any
regional manager with responsibility for managing any of Defendants'
branches for a period of two (2) years from the date of the filing of
the Complaint. Defendants also must waive any existing non-compete
agreements with such employees. Paragraph IV(G) ensures that competing
providers of personal installment loans, including the Acquirer, may
hire Defendants' branch employees and regional managers who are
experienced in making personal installment loans to subprime borrowers.
Paragraph IV(H) provides for the possibility of a transition
services agreement between Springleaf and the Acquirer(s) for a period
of up to six (6) months. This provision is necessary because the
transfer of loan records and customer information from Springleaf's
data system to the Acquirer's data system will require system testing,
and the transition may take a period of months after the divestiture.
The transition services provided pursuant to such an agreement shall
include providing the Acquirer(s) access to a separate information
technology environment within Springleaf's information system for loan
origination, administration and services. During the term of the
transition services agreement, Springleaf shall implement and maintain
procedures to preclude the sharing of data between Springleaf and the
Acquirer(s). The United States, in its sole discretion, may approve one
or more extensions of this agreement for a total of up to an additional
six (6) months.
Section X of the proposed Final Judgment provides that the United
States may appoint a Monitoring Trustee with the power and authority to
investigate and report on Defendants' compliance with the terms of the
proposed Final Judgment and the Asset Preservation Stipulation and
Order during the pendency of the divestiture. Because satisfaction of
the state licensing requirements may take 120 calendar days or longer,
a Monitoring Trustee will assist Plaintiffs in monitoring the
divestiture process and ensuring Defendants' compliance with the Asset
Preservation Stipulation and Order. The Monitoring Trustee shall file
monthly reports with the United States and shall serve until the
completion of the divestiture and the expiration of any transition
services agreement.
In the event that Springleaf does not accomplish the divestiture to
either Lendmark or an alternative Acquirer(s) within the periods
prescribed in the proposed Final Judgment, pursuant to Section V, the
Court shall appoint a Divestiture Trustee selected by the United States
and approved by the Court to effect the divestiture. If a Divestiture
Trustee is appointed, the proposed Final Judgment provides that
Springleaf will pay all costs and expenses of the trustee. After its
appointment becomes effective, the Divestiture Trustee will file
monthly reports with the Court and the United States setting forth its
efforts to accomplish the divestiture. At the end of six (6) months, if
the divestiture has not been accomplished, the Divestiture Trustee and
the United States will make recommendations to the Court, which shall
enter such orders as appropriate, in order to carry out the purpose of
the Final Judgment, including extending the trust or the term of the
Divestiture Trustee's appointment.
IV. Remedies Available to Potential Private Litigants
Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any
person who
[[Page 73221]]
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 will neither impair nor
assist 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 Defendants.
V. Procedures Available for Modification of the Proposed Final Judgment
The United States and Defendants 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 sixty (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 sixty (60) days of the date of publication of this Competitive
Impact Statement in the Federal Register, or the last 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 United States Department of Justice, which
remains free to withdraw its consent to the proposed Final Judgment at
any time prior to the Court's entry of judgment. The comments and the
response of the United States will be filed with the Court. In
addition, comments will be posted on the U.S. Department of Justice,
Antitrust Division's Internet Web site and, under certain
circumstances, published in the Federal Register.
Written comments should be submitted to:
Maribeth Petrizzi, Chief, Litigation II Section, Antitrust Division,
United States Department of Justice, 450 Fifth Street NW., Suite 8700,
Washington, DC 20530.
The proposed Final Judgment provides that the Court retains
jurisdiction over this action, and 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
The United States considered, as an alternative to the proposed
Final Judgment, a full trial on the merits against Defendants. The
United States could have continued the litigation and sought
preliminary and permanent injunctions against Springleaf's acquisition
of OneMain. The United States is satisfied, however, that the
divestiture of assets described in the proposed Final Judgment will
preserve competition for personal installment loans to subprime
borrowers. Thus, the proposed Final Judgment would achieve all or
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 of the Complaint.
VII. Standard of Review Under the APPA for the Proposed Final Judgment
The Clayton Act, as amended by the APPA, requires that proposed
consent judgments in antitrust cases brought by the United States be
subject to a sixty-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). 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). 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); see generally United States v. SBC
Commc'ns, Inc., 489 F. Supp. 2d 1 (D.D.C. 2007) (assessing public
interest standard under the Tunney Act); United States v, U.S. Airways
Group, Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) (explaining that the
``court's inquiry is limited'' in Tunney Act settlements); United
States v. InBev N.V./S.A., No. 08-1965 (JR), 2009-2 Trade Cas. (CCH) ]
76,736, 2009 U.S. Dist. LEXIS 84787, at *3, (D.D.C. Aug. 11, 2009)
(noting that the court's review of a consent judgment is limited and
only inquires ``into whether the government's determination that the
proposed remedies will cure the antitrust violations alleged in the
complaint was reasonable, and whether the mechanism to enforce the
final judgment are clear and manageable.'').\1\
---------------------------------------------------------------------------
\1\ The 2004 amendments substituted ``shall'' for ``may'' in
directing relevant factors for courts to consider and amended the
list of factors to focus on competitive considerations and to
address potentially ambiguous judgment terms. Compare 15 U.S.C.
16(e) (2004), with 15 U.S.C. 16(e)(1) (2006); see also SBC Commc'ns,
489 F. Supp. 2d at 11 (concluding that the 2004 amendments
``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------
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 set forth in the government's complaint, whether the decree
is sufficiently clear, whether enforcement mechanisms are sufficient,
and whether the decree 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, a court may not ``engage in an
unrestricted evaluation of what relief would best serve the public.''
United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) (quoting
United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see
also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152
F. Supp. 2d 37, 40 (D.D.C. 2001); InBev, 2009 U.S. Dist. LEXIS 84787,
at *3. Courts have held that:
[t]he 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. The court's
role in protecting the public interest is one of insuring that the
government has not breached its duty to the public in consenting to
the decree. The court is required to determine not whether a
particular decree is the one that will best serve society, but
whether the settlement is ``within the reaches of the public
interest.'' More elaborate requirements might undermine the
effectiveness of antitrust enforcement by consent decree.
Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\2\ In
[[Page 73222]]
determining whether a proposed settlement is in the public interest, a
district court ``must accord deference to the government's predictions
about the efficacy of its remedies, and may not require that the
remedies perfectly match the alleged violations.'' SBC Commc'ns, 489 F.
Supp. 2d at 17; see also U.S. Airways, 38 F. Supp. 3d at 75 (noting
that a court should not reject the proposed remedies because it
believes others are preferable); 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. Archer-
Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (noting that
the court should grant due respect to the United States's prediction as
to the effect of proposed remedies, its perception of the market
structure, and its views of the nature of the case).
---------------------------------------------------------------------------
\2\ Cf. BNS, 858 F.2d at 464 (holding that the court's
``ultimate authority under the [APPA] is limited to approving or
disapproving the consent decree''); United States v. Gillette Co.,
406 F. Supp. 713, 716 (D. Mass. 1975) (noting that, in this way, the
court is constrained to ``look at the overall picture not
hypercritically, nor with a microscope, but with an artist's
reducing glass''). 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''').
---------------------------------------------------------------------------
Courts have greater flexibility in approving proposed consent
decrees than in crafting their own decrees following a finding of
liability in a litigated matter. ``[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) (citations omitted) (quoting United
States v. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975)), aff'd
sub nom. Maryland v. United States, 460 U.S. 1001 (1983); see also U.S.
Airways, 38 F. Supp. 3d at 76 (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); United States v.
Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985) (approving
the consent decree even though the court would have imposed a greater
remedy). To meet this standard, the United States ``need only provide a
factual basis for concluding that the settlements are reasonably
adequate remedies for the alleged harms.'' SBC Commc'ns, 489 F. Supp.
2d at 17.
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 U.S. Airways,
38 F. Supp. 3d at 75 (noting that the court must simply determine
whether there is a factual foundation for the government's decisions
such that its conclusions regarding the proposed settlements are
reasonable); InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``the `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. As this Court confirmed in SBC Communications, courts
``cannot look beyond the complaint in making the public interest
determination unless the complaint is drafted so narrowly as to make a
mockery of judicial power.'' SBC Commc'ns, 489 F. Supp. 2d at 15.
In its 2004 amendments, Congress made clear its intent to preserve
the practical benefits of utilizing consent decrees in antitrust
enforcement, adding 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. 16(e)(2); see also U.S. Airways, 38 F. Supp. 3d
at 76 (indicating that a court is not required to hold an evidentiary
hearing or to permit intervenors as part of its review under the Tunney
Act). The language wrote into the statute what Congress intended when
it 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. 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.\3\ A
court can make its public interest determination based on the
competitive impact statement and response to public comments alone.
U.S. Airways, 38 F. Supp. 3d at 76.
---------------------------------------------------------------------------
\3\ See United States v. Enova Corp., 107 F. Supp. 2d 10, 17
(D.D.C. 2000) (noting that the ``Tunney Act expressly allows the
court to make its public interest determination on the basis of the
competitive impact statement and response to comments alone'');
United States v. Mid-Am. Dairymen, Inc., No. 73-CV-681-W-1, 1977-1
Trade Cas. (CCH) ] 61,508, at 71,980, *22 (W.D. Mo. 1977) (``Absent
a showing of corrupt failure of the government to discharge its
duty, the Court, in making its public interest finding, should . . .
carefully consider the explanations of the government in the
competitive impact statement and its responses to comments in order
to determine whether those explanations are reasonable under the
circumstances.''); S. Rep. No. 93-298, at 6 (1973) (``Where the
public interest can be meaningfully evaluated simply on the basis of
briefs and oral arguments, that is the approach that should be
utilized.'').
---------------------------------------------------------------------------
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: November 13, 2015
Respectfully submitted,
___/s/___
Angela Ting (DC Bar #449576)
U.S. Department of Justice, Antitrust Division, Litigation II
Section, 450 Fifth Street NW., Suite 8700, Washington, DC 20530,
(202) 616-7721, (202) 514-9033 (Facsimile) [email protected].
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA,
STATE OF COLORADO,
STATE OF IDAHO,
COMMONWEALTH OF PENNSYLVNIA,
STATE OF TEXAS,
COMMONWEALTH OF VIRGINIA,
STATE OF WASHINGTON,
and
STATE OF WEST VIRGINIA,
Plaintiffs,
v.
SPRINGLEAF HOLDINGS, INC.,
ONEMAIN FINANCIAL HOLDINGS, LLC,
and
CITIFINANCIAL CREDIT COMPANY,
Defendants.
CASE NO.: 1:15-cv-01992
JUDGE: Rosemary M. Collyer
FILED: 11/13/2015
Proposed Final Judgment
Whereas, Plaintiffs United States of America, and the States of
Colorado, Idaho, Texas, Washington and West Virginia, and the
Commonwealths of Pennsylvania and Virginia (collectively, ``Plaintiff
States''), filed their Complaint on November 13, 2015, Plaintiffs and
Defendants Springleaf Holdings, Inc., OneMain Financial Holdings, LLC,
and CitiFinancial Credit Company, by their respective attorneys, have
consented to the entry of this Final Judgment without
[[Page 73223]]
trial or adjudication of any issue of fact or law, and without this
Final Judgment constituting any evidence against or admission by any
party regarding any issue of fact or law;
And whereas, Defendants agree to be bound by the provisions of this
Final Judgment pending its approval by the Court;
And whereas, the essence of this Final Judgment is the prompt and
certain divestiture of certain rights or assets by the Defendants to
assure that competition is not substantially lessened;
And whereas, Plaintiffs require Defendants to make certain
divestitures for the purpose of remedying the loss of competition
alleged in the Complaint;
And whereas, Defendants have represented to Plaintiffs that the
divestitures required below can and will be made and that Defendants
will later raise no claim of hardship or difficulty as grounds for
asking the Court to modify any of the divestiture provisions contained
below;
Now therefore, before any testimony is taken, without trial or
adjudication of any issue of fact or law, and upon consent of the
parties, it is ordered, adjudged and decreed:
I. Jurisdiction
This 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 Defendants under Section 7 of the Clayton
Act, as amended (15 U.S.C. 18).
II. Definitions
As used in this Final Judgment:
A. ``Acquirer'' means Lendmark or another entity to which
Defendants divest the Divestiture Assets.
B. ``Springleaf'' means Defendant Springleaf Holdings, Inc., a
Delaware corporation with its headquarters in Evansville, Indiana, and
its successors, assigns, subsidiaries, divisions, groups, affiliates,
partnerships and joint ventures, and their directors, officers,
managers, agents, and employees.
C. ``OneMain'' means Defendant OneMain Financial Holdings, LLC, a
Delaware limited liability company with its headquarters in Baltimore,
Maryland, and its successors, assigns, subsidiaries, divisions, groups,
affiliates, partnerships and joint ventures, and their directors,
officers, managers, agents, and employees.
D. ``CitiFinancial'' means Defendant CitiFinancial Credit Company,
a Delaware corporation, with its headquarters in Dallas, Texas, that is
a wholly owned subsidiary of Citigroup and the holding company of
OneMain.
E. ``Lendmark'' means Lendmark Financial Services, LLC, a Georgia
limited liability company with its headquarters in Covington, Georgia,
its successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships and joint ventures, and their directors,
officers, managers, agents, and employees.
F. ``Divestiture Branches'' means the Springleaf branches
identified in the Attachment to this Final Judgment.
G. ``Divestiture Assets'' means the Divestiture Branches,
including, but not limited to:
(1) All real property and improvements, equipment, fixed assets,
personal property, office furniture, materials, and supplies; all
licenses, permits and authorizations issued by any governmental
organization to the extent permitted by such governmental organization;
and all contracts, leases and agreements related to the Divestiture
Branches.
(2) All active loans originated or serviced at the Divestiture
Branches; all insurance and other ancillary products sold in
conjunction with such loans; all loan documents, records, files,
current and past customer information, accounts, and agreements related
to such loans and ancillary products; all historical performance
information (including account-level payment histories) and all
customers' credit scores and other credit metrics with respect to loans
that are active, closed, paid-off, or defaulted that have been
originated or serviced at the Divestiture Branches at any point since
January 1, 2010.
(3) In the event that Lendmark is not the Acquirer, at the
Acquirer's option, all tangible and intangible assets related to
Springleaf's back office and technical support for loan origination,
underwriting, and servicing at the Divestiture Branches, including, but
not limited to, all equipment and fixed assets; all patents, licenses
and sublicenses, intellectual property, technical information, computer
software and related documentation, know-how, and trade secrets; and
all manuals and technical information Springleaf provides to its own
employees.
III. Applicability
A. This Final Judgment applies to Springleaf, OneMain and
CitiFinancial, as defined above, and all other persons in active
concert or participation with any of them who receive actual notice of
this Final Judgment by personal service or otherwise.
B. If, prior to complying with Section IV and V of this Final
Judgment, Springleaf sells or otherwise disposes of all or
substantially all of its assets or of lesser business units that
include the Divestiture Assets, it shall require the purchaser to be
bound by the provisions of this Final Judgment. Springleaf need not
obtain such an agreement from the Acquirer(s) of the assets divested
pursuant to this Final Judgment.
IV. Divestitures
A. Springleaf is ordered and directed within 120 calendar days
after the filing of the Complaint in this matter, or within five (5)
calendar days after satisfaction of all state licensing requirements,
whichever is sooner, to divest the Divestiture Assets in a manner
consistent with this Final Judgment to Lendmark. The United States, in
its sole discretion, after consultation with the Plaintiff States, may
agree to one or more extensions of this time period not to exceed sixty
(60) calendar days in total, and shall notify the Court in such
circumstances. In the event that Lendmark has initiated the state
licensing process in a particular state but has not satisfied the
state's licensing requirements before the end of the period specified
in this Paragraph IV(A), the period shall be extended until five (5)
calendar days after satisfaction of the state licensing requirements
with respect to those Divestiture Assets. Springleaf agrees to use its
best efforts to divest the Divestiture Assets as expeditiously as
possible.
B. In the event Lendmark is not the Acquirer of the Divestiture
Assets in one or more states, Springleaf or the Monitoring Trustee
shall promptly notify the United States of that fact in writing. In
such circumstance, within thirty (30) calendar days after the United
States receives such notice, or within five (5) days of satisfaction of
all state licensing requirements, whichever is sooner, Springleaf shall
divest the remaining Divestiture Assets in a manner consistent with
this Final Judgment to an alternative Acquirer(s) acceptable to the
United States, in its sole discretion, after consultation with the
relevant Plaintiff States. The United States, in its sole discretion,
after consultation with the relevant Plaintiff States, may agree to one
or more extensions of either time period in this Paragraph IV(B),
provided that the extension of either time period shall not exceed
sixty (60) calendar days in total. The United States shall notify the
Court of any such extension of time.
C. In the event that Lendmark is not the Acquirer of the
Divestiture Assets in one or more states, Springleaf shall
[[Page 73224]]
make known, by usual and customary means, the availability of the
remaining Divestiture Assets. Springleaf shall inform any person making
an inquiry regarding a possible purchase of the Divestiture Assets that
they are being divested pursuant to this Final Judgment and provide
that person with a copy of this Final Judgment. Springleaf shall offer
to furnish to all prospective acquirers, subject to customary
confidentiality assurances, all information and documents relating to
the Divestiture Assets customarily provided in a due diligence process
except such information or documents subject to the attorney-client
privilege or work-product doctrine. Springleaf shall make available
such information to Plaintiffs at the same time that such information
is made available to any other person.
D. Springleaf shall provide the Acquirer(s) and the United States
information relating to the personnel employed at each Divestiture
Branch to enable the Acquirer(s) to make offers of employment.
Springleaf shall not interfere with any negotiations by the Acquirer(s)
to employ any Springleaf employee who works at any Divestiture Branch.
E. Springleaf shall permit prospective acquirers of the Divestiture
Assets to have reasonable access to personnel and to make inspections
of the Divestiture Branches; access to any and all environmental,
zoning, and other permit documents and information; and access to any
and all financial, operational, or other documents and information
customarily provided as part of a due diligence process.
F. Defendants shall not take any action that would impede in any
way the permitting, operation, or divestiture of the Divestiture
Assets. Springleaf shall use its best efforts to assist the Acquirer(s)
in satisfying any state licensing requirements or obtaining any other
needed governmental approvals relating to the acquisition of the
Divestiture Assets.
G. For a period of two (2) years from the date of the filing of the
Complaint in this matter, Defendants shall not enter into any non-
compete agreement with any employee at any of Defendants' branches or
with any regional manager with responsibility for managing any of
Defendants' branches. Defendants shall waive all obligations under any
existing non-compete agreement with any such employee.
H. At the option of the Acquirer(s), Springleaf shall enter into a
transition services agreement with the Acquirer(s) for back office and
technical support sufficient to meet all or part of the needs of the
Acquirer(s) for a period of up to six (6) months. The United States, in
its sole discretion, may approve one or more extensions of this
agreement for a total of up to an additional six (6) months. The
transition services provided pursuant to such an agreement shall
include, but are not limited to, providing the Acquirer(s) access to a
separate information technology environment within Springleaf's
information systems for loan origination, administration and servicing.
During the term of the transition services agreement, Springleaf shall
implement and maintain procedures to preclude the sharing of data
between Springleaf and the Acquirer(s). The terms and conditions of any
contractual arrangement intended to satisfy this provision must be
reasonably related to market conditions.
I. Unless the United States otherwise consents in writing, the
divestiture pursuant to Section IV, or by a Divestiture Trustee
appointed pursuant to Section V, of this Final Judgment, shall include
the entire Divestiture Assets, and shall be accomplished in such a way
as to satisfy the United States, in its sole discretion, after
consultation with the relevant Plaintiff States, that the Divestiture
Assets can and will be used by the Acquirer(s) as part of a viable,
ongoing business involving the provision of personal installment loans
to subprime borrowers in the United States. Divestiture of the
Divestiture Branches may be made to one or more Acquirer(s), provided
that Springleaf must divest to a single Acquirer all of the Divestiture
Branches located in a particular state and that, in each instance, it
is demonstrated to the sole satisfaction of the United States that the
Divestiture Branches will remain viable and the divestiture of such
assets will remedy the competitive harm alleged in the Complaint. The
divestiture, whether pursuant to Section IV or Section V of this Final
Judgment,
(1) shall be made to an Acquirer or Acquirers that, in the United
States's sole judgment, after consultation with the Plaintiff States,
has the intent and capability (including the necessary managerial,
operational, technical and financial capability) of competing
effectively in the provision of personal installment loans to subprime
borrowers in the United States; and
(2) shall be accomplished so as to satisfy the United States, in
its sole discretion, after consultation with the Plaintiff States, that
none of the terms of any agreement between the Acquirer(s) and
Springleaf gives Springleaf the ability unreasonably to raise the
Acquirer's costs, to lower the Acquirer's efficiency, or otherwise to
interfere in the ability of the Acquirer(s) to compete effectively.
V. Appointment of Divestiture Trustee
A. If Springleaf has not divested the Divestiture Assets within the
time period specified in Paragraph IV(A) or Paragraph IV(B), Springleaf
shall notify Plaintiffs of that fact in writing. Upon application of
the United States, the Court shall appoint a Divestiture Trustee
selected by the United States and approved by the Court to effect the
divestiture of the Divestiture Assets.
B. After the appointment of a Divestiture Trustee becomes
effective, only the Divestiture Trustee shall have the right to sell
the Divestiture Assets. The Divestiture Trustee shall have the power
and authority to accomplish the divestiture to an Acquirer or Acquirers
acceptable to the United States, after consultation with the Plaintiff
States, at such price and on such terms as are then obtainable upon
reasonable effort by the Divestiture Trustee, subject to the provisions
of Sections IV, V, and VI of this Final Judgment, and shall have such
other powers as this Court deems appropriate. Subject to Paragraph V(D)
of this Final Judgment, the Divestiture Trustee may hire at the cost
and expense of Springleaf any investment bankers, attorneys, or other
agents, who shall be solely accountable to the Divestiture Trustee,
reasonably necessary in the Divestiture Trustee's judgment to assist in
the divestiture. Any such investment bankers, attorneys, or other
agents shall serve on such terms and conditions as the United States
approves including confidentiality requirements and conflict of
interest certifications.
C. Defendants shall not object to a sale by the Divestiture Trustee
on any ground other than the Divestiture Trustee's malfeasance. Any
such objections by Defendants must be conveyed in writing to the United
States and the Divestiture Trustee within ten (10) calendar days after
the Divestiture Trustee has provided the notice required under Section
VI.
D. The Divestiture Trustee shall serve at the cost and expense of
Springleaf pursuant to a written agreement, on such terms and
conditions as the United States approves including confidentiality
requirements and conflict of interest certifications. The Divestiture
Trustee shall account for all monies derived from the sale of the
assets sold by the Divestiture Trustee and all costs and expenses so
incurred. After approval by the Court of the Divestiture Trustee's
accounting, including fees for its services yet unpaid
[[Page 73225]]
and those of any professionals and agents retained by the Divestiture
Trustee, all remaining money shall be paid to Springleaf and the trust
shall then be terminated. The compensation of the Divestiture Trustee
and any professionals and agents retained by the Divestiture Trustee
shall be reasonable in light of the value of the Divestiture Assets and
based on a fee arrangement providing the Divestiture Trustee with an
incentive based on the price and terms of the divestiture and the speed
with which it is accomplished, but timeliness is paramount. If the
Divestiture Trustee and Springleaf are unable to reach agreement on the
Divestiture Trustee's or any agents' or consultants' compensation or
other terms and conditions of engagement within fourteen (14) calendar
days of appointment of the Divestiture Trustee, the United States may,
in its sole discretion, take appropriate action, including making a
recommendation to the Court. The Divestiture Trustee shall, within
three (3) business days of hiring any other professionals or agents,
provide written notice of such hiring and the rate of compensation to
Springleaf and the United States.
E. Springleaf shall use its best efforts to assist the Divestiture
Trustee in accomplishing the required divestiture. The Divestiture
Trustee and any consultants, accountants, attorneys, and other agents
retained by the Divestiture Trustee shall have full and complete access
to the personnel, books, records, and facilities of the business to be
divested, and Springleaf shall develop financial and other information
relevant to such business as the Divestiture Trustee may reasonably
request, subject to reasonable protection for trade secret or other
confidential research, development, or commercial information or any
applicable privileges. Defendants shall take no action to interfere
with or to impede the Divestiture Trustee's accomplishment of the
divestiture.
F. After its appointment, the Divestiture Trustee shall file
monthly reports with the United States and, as appropriate, the Court
setting forth the Divestiture Trustee's efforts to accomplish the
divestiture ordered under this Final Judgment. To the extent such
reports contain information that the Divestiture Trustee deems
confidential, such reports shall not be filed in the public docket of
the Court. Such reports shall include the name, address, and telephone
number of each person who, during the preceding month, made an offer to
acquire, expressed an interest in acquiring, entered into negotiations
to acquire, or was contacted or made an inquiry about acquiring, any
interest in the Divestiture Assets, and shall describe in detail each
contact with any such person. The Divestiture Trustee shall maintain
full records of all efforts made to divest the Divestiture Assets.
G. If the Divestiture Trustee has not accomplished the divestiture
ordered under this Final Judgment within six (6) months after its
appointment, the Divestiture Trustee shall promptly file with the Court
a report setting forth (1) the Divestiture Trustee's efforts to
accomplish the required divestiture, (2) the reasons, in the
Divestiture Trustee's judgment, why the required divestiture has not
been accomplished, and (3) the Divestiture Trustee's recommendations.
To the extent such report contains information that the Divestiture
Trustee deems confidential, such reports shall not be filed in the
public docket of the Court. The Divestiture Trustee shall at the same
time furnish such report to the United States which shall have the
right to make additional recommendations consistent with the purpose of
the trust. The Court thereafter shall enter such orders as it shall
deem appropriate to carry out the purpose of the Final Judgment, which
may, if necessary, include extending the trust and the term of the
Divestiture Trustee's appointment by a period requested by the United
States.
H. If the United States determines that the Divestiture Trustee has
ceased to act or failed to act diligently or in a reasonably cost-
effective manner, it may recommend the Court appoint a substitute
Divestiture Trustee.
VI. Notice of Proposed Divestiture
A. Within two (2) business days following execution of a definitive
divestiture agreement, Springleaf or the Divestiture Trustee, whichever
is then responsible for effecting the divestiture required herein,
shall notify Plaintiffs of any proposed divestiture required by Section
IV or V of this Final Judgment. If the Divestiture Trustee is
responsible, it shall similarly notify Springleaf. The notice shall set
forth the details of the proposed divestiture and list the name,
address, and telephone number of each person not previously identified
who offered or expressed an interest in or desire to acquire any
ownership interest in the Divestiture Assets, together with full
details of the same.
B. Within fifteen (15) calendar days of receipt by the United
States of such notice, the United States, after consultation with the
Plaintiff States, may request from Springleaf, the proposed
Acquirer(s), any other third party, or the Divestiture Trustee, if
applicable, additional information concerning the proposed divestiture,
the proposed Acquirer(s), and any other potential Acquirer(s).
Springleaf and the Divestiture Trustee shall furnish any additional
information requested within fifteen (15) calendar days of the receipt
of the request, unless the parties shall otherwise agree.
C. Within thirty (30) calendar days after receipt of the notice or
within twenty (20) calendar days after the United States has been
provided the additional information requested from Springleaf, the
proposed Acquirer(s), any third party, and the Divestiture Trustee,
whichever is later, the United States shall provide written notice to
Springleaf and the Divestiture Trustee, if there is one, stating
whether or not it objects to the proposed divestiture. If the United
States provides written notice that it does not object, the divestiture
may be consummated, subject only to Springleaf's limited right to
object to the sale under Paragraph V(C) of this Final Judgment. Absent
written notice that the United States does not object to the proposed
Acquirer(s) or upon objection by the United States, a divestiture
proposed under Section IV or Section V shall not be consummated. Upon
objection by Springleaf under Paragraph V(C), a divestiture proposed
under Section V shall not be consummated unless approved by the Court.
VII. Financing
Defendants shall not finance all or any part of any purchase made
pursuant to Section IV or V of this Final Judgment.
VIII. Asset Preservation
Until the divestiture required by this Final Judgment has been
accomplished, Defendants shall take all steps necessary to comply with
the Asset Preservation Stipulation and Order entered by this Court.
Defendants shall take no action that would jeopardize the divestiture
ordered by this Court.
IX. Affidavits
A. Within twenty (20) calendar days of the filing of the Complaint
in this matter, and every thirty (30) calendar days thereafter until
the divestiture has been completed under Section IV or V, Springleaf
shall deliver to the United States an affidavit as to the fact and
manner of its compliance with Section IV or V of this Final Judgment.
Each such affidavit shall include the name, address, and telephone
number of each person who, during the preceding thirty (30) calendar
days, made an offer to acquire, expressed an interest in
[[Page 73226]]
acquiring, entered into negotiations to acquire, or was contacted or
made an inquiry about acquiring, any interest in the Divestiture
Assets, and shall describe in detail each contact with any such person
during that period. Each such affidavit shall also include a
description of the efforts Springleaf has taken to solicit buyers for
the Divestiture Assets, and to provide required information to
prospective acquirers, including the limitations, if any, on such
information. Assuming the information set forth in the affidavit is
true and complete, any objection by the United States to information
provided by Springleaf, including limitation on information, shall be
made within fourteen (14) calendar days of receipt of such affidavit.
B. Within twenty (20) calendar days of the filing of the Complaint
in this matter, Defendants shall deliver to the United States an
affidavit that describes in reasonable detail all actions Defendants
have taken and all steps Defendants have implemented on an ongoing
basis to comply with Section VIII of this Final Judgment. Defendants
shall deliver to the United States an affidavit describing any changes
to the efforts and actions outlined in Defendants' earlier affidavits
filed pursuant to this section within fifteen (15) calendar days after
the change is implemented.
C. Springleaf shall keep all records of all efforts made to
preserve and divest the Divestiture Assets until one year after such
divestiture has been completed.
X. Appointment of Monitoring Trustee
A. Upon application of the United States, the Court shall appoint a
Monitoring Trustee selected by the United States and approved by the
Court.
B. The Monitoring Trustee shall have the power and authority to
monitor Defendants' compliance with the terms of this Final Judgment
and the Asset Preservation Stipulation and Order entered by this Court,
and shall have such other powers as this Court deems appropriate. The
Monitoring Trustee shall be required to investigate and report on the
Defendants' compliance with this Final Judgment and the Asset
Preservation Stipulation and Order and the Defendants' progress toward
effectuating the purposes of this Final Judgment.
C. Subject to Paragraph X(E) of this Final Judgment, the Monitoring
Trustee may hire at the cost and expense of Springleaf any consultants,
accountants, attorneys, or other agents, who shall be solely
accountable to the Monitoring Trustee, reasonably necessary in the
Monitoring Trustee's judgment. Any such consultants, accountants,
attorneys, or other agents shall serve on such terms and conditions as
the United States approves including confidentiality requirements and
conflict of interest certifications.
D. Springleaf shall not object to actions taken by the Monitoring
Trustee in fulfillment of the Monitoring Trustee's responsibilities
under any Order of this Court on any ground other than the Monitoring
Trustee's malfeasance. Any such objections by Springleaf must be
conveyed in writing to the United States and the Monitoring Trustee
within ten (10) calendar days after the action taken by the Monitoring
Trustee giving rise to Springleaf's objection.
E. The Monitoring Trustee shall serve at the cost and expense of
Springleaf pursuant to a written agreement with Springleaf and on such
terms and conditions as the United States approves, including
confidentiality requirements and conflict of interest certifications.
The compensation of the Monitoring Trustee and any consultants,
accountants, attorneys, and other agents retained by the Monitoring
Trustee shall be on reasonable and customary terms commensurate with
the individual's experience and responsibilities. If the Monitoring
Trustee and Springleaf are unable to reach agreement on the Monitoring
Trustee's or any agent's or consultant's compensation or other terms
and conditions of engagement within fourteen (14) calendar days of
appointment of the Monitoring Trustee, the United States may, in its
sole discretion, take appropriate action, including making a
recommendation to the Court. The Monitoring Trustee shall, within three
(3) business days of hiring any consultants, accountants, attorneys, or
other agents, provide written notice of such hiring and the rate of
compensation to Springleaf and the United States.
F. The Monitoring Trustee shall have no responsibility or
obligation for the operation of Springleaf's business.
G. Defendants shall use their best efforts to assist the Monitoring
Trustee in monitoring Defendants' compliance with their individual
obligations under this Final Judgment and under the Asset Preservation
Stipulation and Order. The Monitoring Trustee and any consultants,
accountants, attorneys, and other agents retained by the Monitoring
Trustee shall have full and complete access to the personnel, books,
records, and facilities relating to compliance with this Final
Judgment, subject to reasonable protection for trade secret or other
confidential research, development, or commercial information or any
applicable privileges. Defendants shall take no action to interfere
with or to impede the Monitoring Trustee's accomplishment of its
responsibilities.
H. After its appointment, the Monitoring Trustee shall file reports
monthly, or more frequently as needed, with the United States and, as
appropriate, the Court, setting forth Defendants' efforts to comply
with their obligations under this Final Judgment and under the Asset
Preservation Stipulation and Order. To the extent such reports contain
information that the Monitoring Trustee deems confidential, such
reports shall not be filed in the public docket of the Court.
I. The Monitoring Trustee shall serve until the divestiture of all
the Divestiture Assets is finalized pursuant to either Section IV or
Section V of this Final Judgment and the expiration of any continuing
transition services agreement.
J. If the United States determines that the Monitoring Trustee has
ceased to act or failed to act diligently or in a reasonably cost-
effective manner, it may recommend the Court appoint a substitute
Monitoring Trustee.
XI. Compliance Inspection
A. For the purposes of determining or securing compliance with this
Final Judgment, or of any related orders such as any Asset Preservation
Order, or of determining whether the Final Judgment should be modified
or vacated, and subject to any legally recognized privilege, from time
to time authorized representatives of the United States Department of
Justice, including consultants and other persons retained by the United
States, shall, upon written request of an authorized representative of
the Assistant Attorney General in charge of the Antitrust Division, and
on reasonable notice to Defendants, be permitted:
(1) Access during Defendants' office hours to inspect and copy, or
at the option of the United States, to require Defendants to provide
hard copy or electronic copies of, all books, ledgers, accounts,
records, data, and documents in the possession, custody, or control of
Defendants, relating to any matters contained in this Final Judgment;
and
(2) to interview, either informally or on the record, Defendants'
officers, employees, or agents, who may have their individual counsel
present, regarding such matters. The interviews shall be subject to the
reasonable convenience of the interviewee and without restraint or
interference by Defendants.
[[Page 73227]]
B. Upon the written request of an authorized representative of the
Assistant Attorney General in charge of the Antitrust Division,
Defendants shall submit written reports or response to written
interrogatories, under oath if requested, relating to any of the
matters contained in this Final Judgment as may be requested.
C. No information or documents obtained by the means provided in
this section shall be divulged by the United States to any person other
than an authorized representative of the executive branch of the United
States, or the Plaintiff States, except in the course of legal
proceedings to which the United States is a party (including grand jury
proceedings), or for the purpose of securing compliance with this Final
Judgment, or as otherwise required by law.
D. If at the time information or documents are furnished by
Defendants to the United States, Defendants represent and identify in
writing the material in any such information or documents to which a
claim of protection may be asserted under Rule 26(c)(1)(G) of the
Federal Rules of Civil Procedure, and Defendants mark each pertinent
page of such material, ``Subject to claim of protection under Rule
26(c)(1)(G) of the Federal Rules of Civil Procedure,'' then the United
States shall give Defendants ten (10) calendar days notice prior to
divulging such material in any legal proceeding (other than a grand
jury proceeding).
XII. No Reacquisition
Defendants may not reacquire any part of the Divestiture Assets
during the term of this Final Judgment.
XIII. Retention of Jurisdiction
This Court retains jurisdiction to enable any party to this Final
Judgment to apply to this 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.
XIV. Expiration of Final Judgment
Unless this Court grants an extension, this Final Judgment shall
expire ten (10) years from the date of its entry.
XV. 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 making copies available to the
public of this Final Judgment, the Competitive Impact Statement, and
any comments thereon and the United States's responses to comments.
Based upon the record before the Court, which includes the Competitive
Impact Statement and 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
ATTACHMENT
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Branch name Address City State Zip code
----------------------------------------------------------------------------------------------------------------
PHOENIX-SW........................ 9130 W THOMAS RD STE A- PHOENIX.............. AZ 85037
103.
TEMPE............................. 744 W ELLIOT RD STE 104. TEMPE................ AZ 85284
TUCSON MIDSTAR.................... 4528 E BROADWAY BLVD.... TUCSON............... AZ 85711
TUCSON WEST....................... 680 W PRINCE RD STE 100. TUCSON............... AZ 85705
ANAHEIM........................... 691 N EUCLID ST......... ANAHEIM.............. CA 92801
ANTIOCH........................... 4049 LONE TREE WAY STE B ANTIOCH.............. CA 94531
BAKERSFIELD....................... 4905 STOCKDALE HWY...... BAKERSFIELD.......... CA 93309
CHICO............................. 2499 FOREST AVE STE 100. CHICO................ CA 95928
CHULA VISTA....................... 565 TELEGRAPH CANYON RD. CHULA VISTA.......... CA 91910
SACRAMENTO-ELK GROVE.............. 8250 CALVINE RD STE B... SACRAMENTO........... CA 95828
ESCONDIDO......................... 306 W EL NORTE PKWY STE ESCONDIDO............ CA 92026
A.
FREMONT........................... 39146 FREMONT HUB....... FREMONT.............. CA 94538
FRESNO............................ 3140 W SHAW AVE STE 109. FRESNO............... CA 93711
HANFORD........................... 1560 W LACEY BLVD STE HANFORD.............. CA 93230
105.
LEMON GROVE....................... 6957 BROADWAY........... LEMON GROVE.......... CA 91945
LONG BEACH........................ 2296 E CARSON ST........ LONG BEACH........... CA 90807
MADERA............................ 2185 W CLEVELAND AVE STE MADERA............... CA 93637
B,.
MERCED............................ 510 W MAIN ST STE D..... MERCED............... CA 95340
MODESTO/SYLVAN.................... 2101 SYLVAN AVE......... MODESTO.............. CA 95355
OXNARD............................ 1991 E VENTURA BLVD STE OXNARD............... CA 93036
C,.
PALMDALE.......................... 40008 10TH ST W STE E... PALMDALE............. CA 93551
PARAMOUNT......................... 7902 ALONDRA BLVD....... PARAMOUNT............ CA 90723
PASADENA.......................... 1272 E COLORADO BLVD.... PASADENA............. CA 91106
POMONA............................ 355 E FOOTHILL BLVD STE POMONA............... CA 91767
A.
RANCHO CUCAMONGA.................. 11553 FOOTHILL BLVD STE RANCHO CUCAMONGA..... CA 91730
104.
REDDING........................... 107 LAKE BLVD........... REDDING.............. CA 96003
RIALTO............................ 1270 W FOOTHILL BLVD STE RIALTO............... CA 92376
C.
SAN FERNANDO...................... 1129 SAN FERNANDO RD.... SAN FERNANDO......... CA 91340
SANTA ANA......................... 3853 S BRISTOL ST....... SANTA ANA............ CA 92704
SANTA MARIA....................... 2125 S BROADWAY STE 107. SANTA MARIA.......... CA 93454
SOUTH SAN FRANCISCO............... 949 EL CAMINO REAL...... SOUTH SAN FRANCISCO.. CA 94080
STOCKTON.......................... 3421 BROOKSIDE RD STE C. STOCKTON............. CA 95219
TORRANCE.......................... 20036 HAWTHORNE BLVD.... TORRANCE............. CA 90503
COLORADO SPRINGS.................. 5689 N ACADEMY BLVD..... COLORADO SPRINGS..... CO 80918
FORT COLLINS...................... 4032 S COLLEGE AVE UNIT FORT COLLINS......... CO 80525
6.
PUEBLO............................ 204 W 29TH ST........... PUEBLO............... CO 81008
AURORA............................ 15025 E MISSISSIPPI AVE. AURORA............... CO 80012
THORNTON.......................... 550 THORNTON PKWY UNIT THORNTON............. CO 80229
182B.
LITTLETON......................... 8500 W CRESTLINE AVE LITTLETON............ CO 80123
UNIT G8.
TWIN FALLS........................ 1563 FILLMORE ST STE 2F. TWIN FALLS........... ID 83301
[[Page 73228]]
COEUR D'ALENE..................... 503 W APPLEWAY STE G.... COEUR D'ALENE........ ID 83814
POCATELLO......................... 345 YELLOWSTONE AVE STE POCATELLO............ ID 83201
C1.
BOISE EAST........................ 2140 BROADWAY AVE....... BOISE................ ID 83706
FOREST CITY....................... 181 COMMERCIAL ST....... FOREST CITY.......... NC 28043
HENDERSON......................... 891 S BECKFORD DR STE B. HENDERSON............ NC 27536
MOREHEAD CITY..................... 5000 HWY 70 W STE 105... MOREHEAD CITY........ NC 28557
MOUNT AIRY........................ 2133 ROCKFORD ST STE 700 MOUNT AIRY........... NC 27030
KINSTON........................... 4167 W VERNON AVE....... KINSTON.............. NC 28504
NORTH WILKESBORO.................. 1724 WINKLER ST......... WILKESBORO........... NC 28697
SHELBY............................ 711 E DIXON BLVD........ SHELBY............... NC 28152
WILSON............................ 2835 RALEIGH ROAD W STE WILSON............... NC 27896
105.
CHARLOTTE......................... 3220 WILKINSON BLVD UNIT CHARLOTTE............ NC 28208
A4.
DURHAM-CHAPEL HILL................ 4711 HOPE VALLEY RD STE DURHAM............... NC 27707
5C.
CLINTON........................... 1351 SUNSET AVE STE B... CLINTON.............. NC 28328
KERNERSVILLE...................... 960 S MAIN ST STE B..... KERNERSVILLE......... NC 27284
WILLIAMSTON....................... 1127 WALMART DR......... WILLIAMSTON.......... NC 27892
REIDSVILLE........................ 1560 FREEWAY DR STE J... REIDSVILLE........... NC 27320
ALBEMARLE......................... 720 NC 24 27 BYP E STE 3 ALBEMARLE............ NC 28001
MORGANTON......................... 126 FIDDLERS RUN BLVD... MORGANTON............ NC 28655
MARION............................ 500 N MAIN ST STE 12.... MARION............... NC 28752
ASHTABULA......................... 2902 N RIDGE E.......... ASHTABULA............ OH 44004
ATHENS............................ 1013 E STATE ST......... ATHENS............... OH 45701
CAMBRIDGE......................... 1225 WOODLAWN AVE STE 1. CAMBRIDGE............ OH 43725
GARFIELD HEIGHTS.................. 9531 VISTA WAY UNIT 3C.. GARFIELD HEIGHTS..... OH 44125
REYNOLDSBURG...................... 6156 E MAIN ST.......... REYNOLDSBURG......... OH 43068
FAIRBORN.......................... 2628 COLONEL GLENN HWY FAIRBORN............. OH 45324
STE B.
DOVER............................. 329 W 3RD ST............ DOVER................ OH 44622
GALLIPOLIS........................ 444 SILVER BRIDGE PLZ... GALLIPOLIS........... OH 45631
LIMA.............................. 1092 N CABLE RD......... LIMA................. OH 45805
ONTARIO........................... 2020 AUGUST DR.......... ONTARIO.............. OH 44906
SANDUSKY.......................... 5500 MILAN RD STE 338... SANDUSKY............. OH 44870
TOLEDO-MONROE..................... 5305 MONROE ST STE 1.... TOLEDO............... OH 43623
CHILLICOTHE....................... 1534 N BRIDGE ST STE 1.. CHILLICOTHE.......... OH 45601
ELYRIA............................ 5222 DETROIT RD......... ELYRIA............... OH 44035
FAIRLAWN.......................... 55 GHENT RD STE 300..... FAIRLAWN............. OH 44333
LANCASTER......................... 1617 VICTOR RD NW....... LANCASTER............ OH 43130
MARION............................ 1330 MOUNT VERNON AVE... MARION............... OH 43302
WOOSTER........................... 2827 CLEVELAND RD....... WOOSTER.............. OH 44691
CHELTENHAM........................ 7400 FRONT ST........... CHELTENHAM........... PA 19012
LANCASTER......................... 2054 FRUITVILLE PIKE.... LANCASTER............ PA 17601
JOHNSTOWN......................... 1397 EISENHOWER BLVD STE JOHNSTOWN............ PA 15904
100.
MONACA............................ 3944 BRODHEAD RD STE 8.. MONACA............... PA 15061
E. NORRITON TWP................... 42 E GERMANTOWN PIKE.... E. NORRITON TWP...... PA 19401
SHAMOKIN DAM...................... 30 BALDWIN BLVD STE 90.. SHAMOKIN DAM......... PA 17876
STATE COLLEGE..................... 2264 E COLLEGE AVE...... STATE COLLEGE........ PA 16801
TANNERSVILLE...................... 2959 ROUTE 611 STE 105.. TANNERSVILLE......... PA 18372
UPPER DARBY....................... 1500 GARRETT RD STE F... UPPER DARBY.......... PA 19082
WASHINGTON........................ 198 W CHESTNUT ST....... WASHINGTON........... PA 15301
BURLESON.......................... 621 SW JOHNSON AVE STE B BURLESON............. TX 76028
AMARILLO.......................... 2818 S SONCY RD......... AMARILLO............. TX 79124
BEAUMONT.......................... 196 S DOWLEN RD......... BEAUMONT............. TX 77707
BRYAN-COLLEGE STATION............. 725 E VILLA MARIA RD STE BRYAN................ TX 77802
2100.
DEL RIO........................... 2400 VETERANS BLVD STE DEL RIO.............. TX 78840
27.
DENTON............................ 2215 S LOOP 288 STE 327. DENTON............... TX 76205
LAKE JACKSON...................... 145 OYSTER CREEK DR STE LAKE JACKSON......... TX 77566
5.
LUFKIN............................ 3009 S JOHN REDDITT DR LUFKIN............... TX 75904
STE C.
ODESSA............................ 2237 E 52ND ST.......... ODESSA............... TX 79762
SAN ANGELO........................ 3224 SHERWOOD WAY....... SAN ANGELO........... TX 76901
CHRISTIANSBURG.................... 438 PEPPERS FERRY RD NW. CHRISTIANSBURG....... VA 24073
ALTAVISTA......................... 105 CLARION RD STE K.... ALTAVISTA............ VA 24517
COLLINSVILLE...................... 3404 VIRGINIA AVE....... COLLINSVILLE......... VA 24078
DANVILLE.......................... 625 PINEY FOREST RD STE DANVILLE............. VA 24540
201.
FARMVILLE......................... 907 S MAIN ST STE 9..... FARMVILLE............ VA 23901
FRONT ROYAL....................... 290 REMOUNT RD.......... FRONT ROYAL.......... VA 22630
GALAX............................. 544 E STUART DR STE B... GALAX................ VA 24333
LEESBURG.......................... 534 E MARKET ST......... LEESBURG............. VA 20176
PETERSBURG-BATTLEFIELD............ 3323 S CRATER RD STE A.. PETERSBURG........... VA 23805
RICHMOND-E........................ 5211 S LABURNUM AVE..... RICHMOND............. VA 23231
SOUTH HILL........................ 1167 E ATLANTIC ST...... SOUTH HILL........... VA 23970
STAUNTON.......................... 729 RICHMOND AVE STE 103 STAUNTON............. VA 24401
SUFFOLK........................... 2815 GODWIN BLVD STE K.. SUFFOLK.............. VA 23434
TAPPAHANNOCK...................... 1830 TAPPAHANNOCK BLVD.. TAPPAHANNOCK......... VA 22560
WOODBRIDGE........................ 3109 GOLANSKY BLVD...... WOODBRIDGE........... VA 22192
BREMERTON......................... 4203 WHEATON WAY STE F6. BREMERTON............ WA 98310
[[Page 73229]]
EVERETT........................... 5920 EVERGREEN WAY STE F EVERETT.............. WA 98203
KENNEWICK......................... 3107 W KENNEWICK AVE STE KENNEWICK............ WA 99336
B.
MOUNT VERNON...................... 1616 N 18TH ST STE 120.. MOUNT VERNON......... WA 98273
OLYMPIA........................... 1600 COOPER POINT RD SW. OLYMPIA.............. WA 98502
RENTON............................ 101 SW 41ST ST STE A.... RENTON............... WA 98057
SPOKANE NS........................ 515 W FRANCIS AVE STE 4. SPOKANE.............. WA 99205
UNION GAP......................... 1601 E WASHINGTON AVE UNION GAP............ WA 98903
STE 106.
LOGAN............................. 105 LB AND T WAY........ LOGAN................ WV 25601
PRINCETON......................... 1257 STAFFORD DR........ PRINCETON............ WV 24740
LEWISBURG......................... 518 N JEFFERSON ST...... LEWISBURG............ WV 24901
BARBOURSVILLE..................... 6006 US ROUTE 60 E...... BARBOURSVILLE........ WV 25504
OAK HILL.......................... 329 MALL RD............. OAK HILL............. WV 25901
SOUTH CHARLESTON.................. 10 RIVER WALK MALL...... SOUTH CHARLESTON..... WV 25303
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[FR Doc. 2015-29895 Filed 11-23-15; 8:45 am]
BILLING CODE P