[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
----------------------------------------------------------------------------------------------------------------

[FR Doc. 2015-29895 Filed 11-23-15; 8:45 am]
BILLING CODE P