[Federal Register Volume 90, Number 19 (Thursday, January 30, 2025)]
[Notices]
[Pages 8560-8607]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-01886]
[[Page 8559]]
Vol. 90
Thursday,
No. 19
January 30, 2025
Part II
Department of Justice
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Antitrust Division
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United States of America et al. v. RealPage, Inc. et al.; Proposed
Final Judgment and Competitive Impact Statement; Notice
Federal Register / Vol. 90, No. 19 / Thursday, January 30, 2025 /
Notices
[[Page 8560]]
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DEPARTMENT OF JUSTICE
Antitrust Division
United States of America et al. v. RealPage, 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,
Stipulation, and Competitive Impact Statement have been filed with the
United States District Court for the Middle District of North Carolina
in United States of America et al. v. RealPage, Inc. et al., Civil
Action No. 1:24-cv-00710. On January 7, 2025, the United States filed a
Complaint alleging that Cortland Management, LLC's (``Cortland'')
agreements with RealPage and other landlords to share information and
align pricing violate Section 1 of the Sherman Act, 15 U.S.C. 1. The
proposed Final Judgment, filed at the same time as the Complaint,
requires Cortland to end its use of RealPage or other third-party
revenue management software or, in the alternative, requires use third-
party revenue management software with the appointment of a compliance
monitor, prohibits the use of certain competitively sensitive data in
Cortland's own revenue management software, and prohibits Cortland from
sharing competitively sensitive information with other landlords.
Cortland must also establish an antitrust compliance policy and
cooperate with the United States in this litigation.
Copies of the Complaint, proposed Final Judgment, and Competitive
Impact Statement are available for inspection on the Antitrust
Division's website at http://www.justice.gov/atr and at the Office of
the Clerk of the United States District Court for the Middle District
of North Carolina. 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 website,
filed with the Court, and, under certain circumstances, published in
the Federal Register. Comments should be submitted in English to Aaron
Hoag, Chief, Technology and Digital Platforms Section, Antitrust
Division, Department of Justice, 450 Fifth Street NW, Suite 7100,
Washington, DC 20530 (email: [email protected]).
Suzanne Morris,
Deputy Director Civil Enforcement Operations, Antitrust Division.
In the United States District Court for the Middle District of North
Carolina
United States of America, U.S. Department of Justice, Antitrust
Division, 950 Pennsylvania Avenue NW, Washington, DC 20530, State of
North Carolina, 114 W Edenton Street, Raleigh, NC 27603, State of
California, 300 South Spring Street, Suite 1702, Los Angeles, CA
90013, State of Colorado, 1300 Broadway, 7th Floor, Denver, CO
80203, State of Connecticut, 165 Capitol Avenue, Hartford, CT 06106,
State of Illinois, 115 S LaSalle St., Floor 23, Chicago, IL 60603,
Commonwealth of Massachusetts, One Ashburton Place, 18th Floor,
Boston, MA 02108, State of Minnesota, 445 Minnesota Street, St.
Paul, MN 55101, State of Oregon, 100 SW Market St., Portland, OR
97201, State of Tennessee, P.O. Box 20207, Nashville, TN 37202, and
State of Washington, 800 Fifth Avenue, Suite 2000, Seattle, WA
98104-3188, Plaintiffs, v. RealPage, Inc., 2201 Lakeside Blvd.,
Richardson, TX 75082, Camden Property Trust, 11 Greenway Plaza, Ste.
2400, Houston, TX 77046, Cortland Management, LLC, 3424 Peachtree
Rd., Ste. 300, Atlanta, GA 30326, Cushman & Wakefield, Inc., 225 W
Wacker Dr., Ste. 3000, Chicago, IL 60606, Greystar Real Estate
Partners, LLC, 465 Meeting St., Ste. 500, Charleston, SC 29403,
LivCor, LLC, 233 South Wacker Dr., Ste. 4700, Chicago, IL 60606,
Pinnacle Property Management Services, LLC, 2401 Internet Blvd.,
Ste. 110, Frisco, TX 75034, and Willow Bridge Property Company, LLC,
2000 McKinney Ave., Ste. 1100, Dallas, TX 75201, Defendants.
AMENDED COMPLAINT
Case No. 1:24-cv-00710-LCB-JLW
JURY TRIAL DEMANDED
Table of Contents
I. Introduction............................................. 1
II. RealPage's Revenue Management Software Is Fueled by 6
Nonpublic, Competitively Sensitive Information Shared by
Landlords..................................................
A. Landlords Agree To Share Nonpublic, Competitively 8
Sensitive Transactional Data With RealPage for Use in
Generating Competitors' Pricing Recommendations........
B. AIRM and YieldStar Users Agree With RealPage To Use 12
the Software To Align Pricing..........................
C. RealPage's Transactional Data Is Fundamentally 14
Different From Other Data Available to Landlords.......
D. RealPage Revenue Management Software Uses Nonpublic, 16
Competitively Sensitive Data To Recommend Prices.......
1. AIRM and YieldStar Leverage Competitively 17
Sensitive Data To Generate Price Recommendations...
(a) AIRM Model Training Relies on Competitively 17
Sensitive Data To Generate Learned Parameters..
(b) AIRM and YieldStar Incorporate Competitors' 17
Nonpublic Data To Generate Floor Plan Price
Recommendations................................
(c) AIRM and YieldStar Use Competitors' 21
Nonpublic Data--Including Data on Future
Occupancy--To Determine Unit-Level Prices......
2. LRO Relies Primarily on Landlords To Input Data 23
on Competitors.....................................
E. RealPage Uses Multiple Mechanisms To Increase 24
Compliance With Price Recommendations..................
1. AIRM and YieldStar Make It Easy To Accept 24
Recommendations and More Difficult and Time-
Consuming To Decline...............................
2. RealPage Pushes Clients To Adopt Auto-Accept 26
Settings That Automatically Approve Recommendations
3. RealPage Pricing Advisors Provide a ``Check and 27
Balance'' on Property Managers To Increase
Acceptance of Recommendations......................
4. Pricing Recommendations Heavily Influence 29
Landlords' Behavior................................
III. Coordination Among Competing Landlords Is a Feature of 30
This Industry..............................................
A. Rental Housing Is a Necessity for Millions of 30
Americans..............................................
B. The Multifamily Property Industry Is Rife With 31
Cooperation Among Ostensible Competitors...............
1. At the Local Level, the Multifamily Property 31
Industry Comprises a Small Number of Large
Landlords Managing Buildings With Different Owners.
2. Landlords Regularly Discuss Competitively 32
Sensitive Topics With Their Competitors and Swap
Information........................................
3. At RealPage User Group Meetings, Landlords 40
Discuss Competitively Sensitive Topics.............
C. RealPage Uses Nonpublic Information To Allow 45
Landlords To More Easily Compare Units on an Apples-to-
Apples Basis...........................................
IV. RealPage Harms the Competitive Process and Renters by 46
Entering Into Unlawful Agreements With Landlords To Share
and Exploit Competitively Sensitive Data...................
A. AIRM and YieldStar Have the Purpose and Effect of 47
Distorting the Competitive Pricing of Apartments.......
[[Page 8561]]
B. AIRM and YieldStar Impose Multiple Guardrails 54
Intended To Artificially Keep Prices High or Minimize
Price Decreases........................................
C. AIRM and YieldStar Harm the Competitive Process by 58
Discouraging the Use of Discounts and Price
Negotiations...........................................
D. AIRM and YieldStar Increase and Maintain Landlords' 59
Pricing Power by Using Competitors' Data To Manage
Lease Expirations......................................
E. No Procompetitive Benefit Justifies, Much Less 61
Outweighs, RealPage's Use of Competitively Sensitive
Data To Align Competing Landlords......................
V. RealPage Uses Landlords' Competitively Sensitive Data To 61
Maintain Its Monopoly and Exclude Commercial Revenue
Management Software Competitors............................
A. Landlords Are Drawn to RealPage Because of Access to 62
Nonpublic Transactional Data That Is Used To Increase
Landlords' Revenue.....................................
B. RealPage's Collection and Use of Competitively 65
Sensitive Data Excludes Competition in Commercial
Revenue Management Software............................
VI. Relevant Markets........................................ 70
A. Conventional Multifamily Rental Housing Markets...... 70
1. Product Markets.................................. 70
(a) Conventional Multifamily Rentals Are 70
Distinct From Other Types of Multifamily
Housing........................................
(b) Single-Family Housing Is Not a Reasonable 72
Substitute to Multifamily Rentals..............
(c) Conventional Multifamily Rental Units With 74
Different Bedroom Counts Are Relevant Product
Markets........................................
2. Geographic Markets............................... 77
(a) RealPage-Defined Submarkets Identify 79
Relevant Geographic Markets....................
(b) Core-Based Statistical Areas (CBSAs) Are 81
Relevant Geographic Markets....................
B. Commercial Revenue Management Software Market........ 85
1. Product Market................................... 85
2. Geographic Market................................ 88
VII. Jurisdiction, Venue, and Commerce...................... 88
VIII. Violations Alleged.................................... 95
IX. Request for Relief...................................... 114
X. Demand for a Jury Trial.................................. 115
Appendix A: Submarkets...................................... 127
Appendix B: Submarkets by Bedroom Count..................... 135
I. Introduction
1. Renters are entitled to the benefits of vigorous competition
among landlords. In prosperous times, that competition should limit
rent hikes; in harder times, competition should bring down rent, making
housing more affordable. RealPage has built a business out of
frustrating the natural forces of competition. In its own words, ``a
rising tide raises all ships.'' This is more than a marketing mantra.
RealPage sells software to landlords that collects nonpublic
information from competing landlords and uses that combined information
to make pricing recommendations. In its own words, RealPage ``helps
curb [landlords'] instincts to respond to down-market conditions by
either dramatically lowering price or by holding price when they are
losing velocity and/or occupancy. . . . Our tool [ ] ensures that
[landlords] are driving every possible opportunity to increase price
even in the most downward trending or unexpected conditions'' (emphases
added).
2. In fact, as RealPage's Vice President of Revenue Management
Advisory Services described, ``there is greater good in everybody
succeeding versus essentially trying to compete against one another in
a way that actually keeps the entire industry down'' (emphasis added).
As he put it, if enough landlords used RealPage's software, they would
``likely move in unison versus against each other'' (emphasis added).
To RealPage, the ``greater good'' is served by ensuring that otherwise
competing landlords rob Americans of the fruits of competition--lower
rental prices, better leasing terms, more concessions. At the same
time, the landlords enjoy the benefits of coordinated pricing among
competitors.
3. RealPage replaces competition with coordination. It substitutes
unity for rivalry. It subverts competition and the competitive process.
It does so openly and directly--and American renters are left paying
the price.
* * * * *
4. Americans spend more money on housing than any other expense. On
average, American households allocate more than one-third of their
monthly income to housing. Some purchase a home, while others choose
to, or must, rent. A family's selection of an apartment reflects a
complex set of values and criteria including comfort, safety, access to
schools, convenience, and critically, affordability. To ensure they
secure the greatest value for their needs, renters rely on robust and
fierce competition between landlords.
5. RealPage distorts that competition. Across America, RealPage
sells landlords commercial revenue management software. RealPage
develops, markets, and sells this software to enable landlords to
sidestep vigorous competition to win renters' business. Many of the
largest landlords in the United States, including Greystar, Camden,
Cortland, Cushman & Wakefield and Pinnacle, LivCor, and Willow Bridge
(collectively, Defendant Landlords), which would otherwise be competing
with each other, submit or have submitted on a daily basis their
competitively sensitive information to RealPage.\1\ This nonpublic,
material, and granular rental data includes, among other information, a
landlord's rental prices from executed leases, lease terms, and future
occupancy. RealPage collects a broad swath of such data from competing
landlords, combines it, and feeds it to an algorithm.
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\1\ As used in this Complaint, the term ``landlord'' refers to a
variety of entities that are responsible for setting rents and other
lease terms at multifamily properties, including owners, operators,
and managers.
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6. Based on this process and algorithm, RealPage provides daily,
near real-time pricing ``recommendations'' back to competing landlords.
These recommendations are based on the sensitive information of their
rivals. But these are more than just ``recommendations.'' Because, in
its own words, a ``rising tide raises all ships,'' RealPage monitors
compliance by landlords to its recommendations. RealPage also reviews
and weighs in on landlords' other policies, including trying to--and
often succeeding in--ending renter-friendly concessions (like a free
month's rent or waived fees) to attract or retain renters. A
significant number of landlords then effectively agree to outsource
their pricing function to RealPage with auto acceptance or
[[Page 8562]]
other settings such that RealPage as a middleman, and not the free
market, determines the price that a renter will pay. Competing
landlords choose to share their information with RealPage to
``eliminate the guessing game'' about what their competitors are doing
and ultimately take instructions from RealPage on how to make business
decisions to ``optimize''--or in reality, maximize--rents.
7. Each landlord pays steep fees to license RealPage's software.
RealPage's stated goals and value proposition are not a secret. Its
executives are blunt: They want landlords to ``avoid the race to the
bottom in down markets.'' Sometimes RealPage is even more direct,
acknowledging that its software is aimed at ``driving every possible
opportunity to increase price'' or observing that among landlords,
``there is a greater good in everybody succeeding versus essentially
trying to compete against one another in a way that actually keeps the
entire industry down.''
8. But that is not how the free market works. A free market
requires that landlords compete on the merits, not coordinate pricing.
Landlords should win renters by offering whatever combination of price
and quality they think is most attractive. For example, landlords could
lower rents or provide other financial concessions, like free months of
rent, or with investments in amenities like gyms, grilling areas, or
pools. Put differently, the fear of losing a renter to a competitor
should motivate rival landlords to compete vigorously.
9. RealPage's revenue management software ingests on a daily basis
nonpublic rental rates, future apartment availability, and changes in
competitors' rates and occupancy. As competitor-landlords increase
their rents, RealPage's software nudges other competing landlords to
increase their rents as well. RealPage calls this ``maximiz[ing]
opportunity[.]'' As RealPage explained to one landlord, by using
competitors' data, they can identify situations where ``we may have a
$50 increase instead of a $10 increase for that day.'' This is what
RealPage encourages as ``stretch and pull pricing.''
10. RealPage allows landlords to manipulate, distort, and subvert
market forces. One landlord observed that RealPage's software ``can
eliminate the guessing game'' for landlords' pricing decisions.
Discussing a different RealPage product, another landlord said: ``I
always liked this product because your algorithm uses proprietary data
from other subscribers to suggest rents and term. That's classic price
fixing . . . .'' A third landlord explained, ``Our very first goal we
came out with immediately out of the gate is that we will not be the
reason any particular sub-market takes a rate dive. So for us our
strategy was to hold steady and to keep an eye on the communities
around us and our competitors.''
11. RealPage's scheme not only distorts competition to the
detriment of renters, but also allows it to reinforce its dominant
position in the market for commercial revenue management software. By
its own account, RealPage controls at least 80 percent of that market.
Its dominant position is protected by substantial data advantages due
to its massive reservoir of ill-gotten competitively sensitive
information from competing landlords. No other revenue management
company can match RealPage's access to landlords' nonpublic,
competitively sensitive rental data. This is why RealPage acknowledges
that it ``does not have any true competitors, mainly because our data
is based on real lease transaction data.'' RealPage's conduct is
predatory and exclusionary, which has allowed it to distort the market
opportunities for honest providers of revenue management software.
12. At bottom, RealPage is an algorithmic intermediary that
collects, combines, and exploits landlords' competitively sensitive
information. And in so doing, it enriches itself and compliant
landlords, including Defendant Landlords, at the expense of renters who
pay inflated prices and honest businesses that would otherwise compete.
13. The United States, and the States of North Carolina,
California, Colorado, Connecticut, Illinois, Minnesota, Oregon,
Tennessee, and Washington, and the Commonwealth of Massachusetts,
acting by and through their respective Attorneys General, bring this
action pursuant to Sections 1 and 2 of the Sherman Act to rid markets
of (i) RealPage's and Defendant Landlords' unlawful information-sharing
and pricing alignment schemes, and (ii) RealPage's illegal monopoly in
commercial revenue management software. In so doing, Plaintiffs seek to
restore the free market to deserving individuals, families, and honest
businesses.
II. RealPage's Revenue Management Software Is Fueled by Nonpublic,
Competitively Sensitive Information Shared by Landlords
14. RealPage dominates the market for commercial revenue management
software that landlords use to price apartments, controlling at least
80 percent of that market, according to its own estimates. RealPage
currently offers three revenue management systems to landlords:
YieldStar, AI Revenue Management (AIRM), and Lease Rent Options (LRO).
The company's main legacy software, YieldStar, is the product of three
acquisitions and subsequent internal development. Its successor, AIRM,
uses much of the same codebase as YieldStar, but RealPage claims that
AIRM's refined models and forecasting are more precise. RealPage
acquired its other revenue management software, LRO, in 2017. RealPage
has made plans to sunset both YieldStar and LRO by the end of 2024.
15. Competitively sensitive data collected from competing landlords
is a critical input to RealPage's revenue management software. AIRM and
YieldStar collect this data, such as rental applications, executed new
leases, renewal offers and acceptances, and forward-looking occupancy,
and use it to generate price recommendations for the competing
landlords. This information is among the most competitively sensitive
data a landlord maintains.
16. The exploitation of sensitive data from competing landlords is
central to RealPage's approach. As part of pitching its software to
landlords, RealPage highlights that its pricing algorithms use their
competitors' data sourced directly from ``lease transaction data.''
RealPage describes this nonpublic data from competitors as one of three
``building blocks of price'' in AIRM and YieldStar. Landlords thus
share their competitively sensitive information with RealPage with the
understanding that RealPage's software will use the data to generate
recommendations for rivals (and vice versa).
A. Landlords Agree To Share Nonpublic, Competitively Sensitive
Transactional Data With RealPage for Use in Generating Competitors'
Pricing Recommendations
17. RealPage amasses nonpublic, competitively sensitive data from
competing landlords through use of its pricing algorithms, other rental
property software, and thousands of monthly phone calls. The combined
troves of nonpublic, competitively sensitive data are much more
granular, sensitive, timely, and comprehensive than alternatives--and
far more detailed than any data publicly available to potential
renters. RealPage then uses this data in generating competitors'
pricing recommendations.
18. Data shared through YieldStar and AIRM. Each AIRM and YieldStar
client agrees to share detailed data with
[[Page 8563]]
RealPage that are private, updated nightly, and granular. The data
includes lease-level information on each unit's effective rent (rent
net of discounts), rent discounts, rent term, and lease status, as well
as unit characteristics such as layout and amenities. It also includes
the number of potential future renters who have visited a property or
submitted a rental application.
19. Landlords understand that AIRM and YieldStar use their data to
recommend prices not just for their own units, but also for
competitors. For example, a revenue management director at Greystar
testified that she understood that Greystar, and other competing
landlords who used AIRM or YieldStar, agreed with RealPage to share
their data, which was combined in a single data pool for use by
YieldStar and AIRM. An executive at Willow Bridge noted the advantages
to using YieldStar at a property if others in the property's
submarket--the small geographic area around the property--also used
YieldStar because ``the shared data between the models at different
communities can be a benefit in getting accurate transactional data on
a timely basis.''
20. Landlords agree to provide this information for use by their
competitors because they understand they will be able to leverage the
sensitive information of their rivals in turn. In its pitch to
prospective clients, RealPage describes AIRM's and YieldStar's access
to competitors' granular, transactional data as a meaningful tool that
it claims enables landlords to outperform their properties' competitors
by 2-7%. RealPage clients receive training that highlights the role of
competitors' transactional data in the price recommendation process.
21. Data Shared Through Other RealPage Products. AIRM and YieldStar
are not the only ways that RealPage shares nonpublic, competitively
sensitive information among landlords. RealPage obtains the same
confidential transactional data from landlords that license at least
three other programs: OneSite, Performance Analytics with Benchmarking,
and Business Intelligence.
22. OneSite is RealPage's property management software, which
operates as the central source of data for landlords' leasing activity.
Performance Analytics with Benchmarking allows landlords to compare the
performance of their properties and floor plans (e.g., a one-bedroom,
one-bathroom unit) to their competitors. Business Intelligence is a
data analytics tool that pulls data from a landlord's property
management software and other products.
23. Each landlord using RealPage's OneSite, Business Intelligence,
and Performance Analytics with Benchmarking products agrees to share
its proprietary data with RealPage and agrees that RealPage's revenue
management software can use the data to generate pricing
recommendations. The license agreements for these products specifically
identify the shared data, such as pricing information, as confidential,
nonpublic information. RealPage takes this deeply confidential
information and uses it to provide rent recommendations to competitors
of these clients.
24. These agreements grant RealPage access to confidential
information from over 16 million units across the country, including
many that do not use its revenue management products. With respect to
Performance Analytics with Benchmarking alone, a RealPage sales
representative told a prospective client that ``we have over 16 million
units of data coming from various source operating systems (PMS)
[property management software] into the PAB platform,'' making RealPage
the top choice for ``transactional data benchmarking.'' With properties
containing approximately 3 million units using AIRM and YieldStar,
these additional agreements meaningfully multiply the scale of the
transactional data used by AIRM and YieldStar. This gives RealPage
greater visibility, including into markets with less penetration by
AIRM and YieldStar, granting even initial AIRM and YieldStar adopters
in a new market the benefit of access to a significant amount of
nonpublic, competitively sensitive information.
25. Landlords understand that AIRM and YieldStar will use data from
these products. A revenue management director at Greystar explained
that RealPage ingests transactional data from several RealPage
products, besides AIRM and YieldStar, for use in revenue management. A
property owner requested information from Greystar on which competing
properties used revenue management software. In an internal response,
the Greystar director noted that RealPage has ``access to more
transactional history than anyone and [is] pulling data from anyone
using RealPage products which includes companies who manually price or
use other revenue management firms but leveraging their BI [Business
Intelligence] products.''
26. A revenue management executive at Willow Bridge asked RealPage
if other specific landlords were using RealPage's non-revenue
management products. The landlord's owner client was concerned about
the data available to YieldStar because competing properties were
unsophisticated and did not use revenue management. This executive
wanted to confirm that ``YieldStar will be able to leverage actual
transactional data behind the scenes and not just look at offered rents
for their comps.'' RealPage reminded the Willow Bridge executive that
RealPage collected transactional data for all users of OneSite,
Business Intelligence, and Performance Analytics with Benchmarking, and
reassured the executive that YieldStar had ample transactional and
survey data for that area.
27. Calling Landlords. RealPage has an additional, complementary
product called Market Analytics. Market Analytics compiles data from
over 50,000 monthly phone calls that RealPage makes to landlords across
the country. On these calls RealPage collects nonpublic, competitively
sensitive information by floor plan on occupancy rates, effective
rents, and concessions, as well as information on the owner, management
company, and any revenue management software used at the property.
These market surveys cover over 11 million units and approximately
52,000 properties. Landlords, including but not limited to those that
use AIRM, YieldStar, or other RealPage products, knowingly share this
nonpublic information with RealPage.
B. AIRM and YieldStar Users Agree With RealPage To Use the Software To
Align Pricing
28. In addition to agreeing to share nonpublic, competitively
sensitive data with RealPage, each AIRM and YieldStar licensee agrees
with RealPage to use the AIRM or YieldStar pricing software as RealPage
designed it.\2\ Landlords are expected to review daily AIRM or
YieldStar floor plan price recommendations and use the programs to set
scheduled floor plan rents or even unit-level prices.
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\2\ Defendants Camden, Cushman & Wakefield and Pinnacle,
Greystar, LivCor, and Willow Bridge were active beta testers for
AIRM and provided feedback to RealPage during the AIRM design
process.
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29. While landlords may not accept every price recommendation, they
use AIRM or YieldStar as their pricing software, regularly review AIRM
or YieldStar floor plan recommendations, use AIRM or YieldStar to set a
scheduled floor plan rent, and use AIRM or YieldStar to set unit-level
prices.
30. Landlords who use AIRM and YieldStar know that others are using
the same software. Some landlords track
[[Page 8564]]
which revenue management software their competitors use, including by
contacting competing properties directly and exchanging nonpublic
information. Other landlords, including prospective AIRM and YieldStar
users, ask RealPage whether there are existing AIRM and YieldStar users
nearby before they themselves license the products.
31. An executive at Willow Bridge, for example, explained to her
team how she would learn from RealPage data or from a property's
website whether a property used revenue management. This information is
important because properties that use revenue management tend to update
prices much more frequently, and so a landlord will react differently
to those price changes if it knows the competitor is using revenue
management.
32. RealPage frequently tells prospective and current clients that
a ``rising tide raises all ships.'' A RealPage revenue management vice
president explained that this phrase means that ``there is greater good
in everybody succeeding versus essentially trying to compete against
one another in a way that actually keeps the industry down.'' This
rising tide lifts all landlords, including but not limited to AIRM and
YieldStar users.
33. In using AIRM and YieldStar, landlords expect this pricing
alignment and use RealPage software in part for this reason. One
landlord echoed the RealPage executive, using the phrase ``a rising
tide rises [sic] all ships'' to explain that AIRM would move prices in
a ``similar manner'' to how the top and bottom of the market move.
Elsewhere that same landlord noted that ``if everyone in the market is
doing well and everyone in the market has [sic] is having the rates go
up, so should ours, right?'' An employee at Willow Bridge referenced
RealPage's use of the phrase ``a rising tide raises all ships'' to
explain how AIRM would provide price recommendations that amplify
market trends. Multiple landlords have expressed their preference that
their competitors use YieldStar and AIRM because widespread use would
benefit them all. An executive of one landlord (which itself uses
YieldStar and AIRM) said in a 2021 earnings call that more
sophisticated, ``high-quality competition'' was better for that
landlord when ``they all use revenue management. They are all smart.
They raised rents when they should.'' RealPage highlighted in
promotional materials the sentiments of another landlord who noted,
``It actually gives me chills to think about what a disadvantage we'd
be at if we hadn't adopted YieldStar, knowing others are using it.''
C. RealPage's Transactional Data Is Fundamentally Different From Other
Data Available to Landlords
34. The data that RealPage uses and supplies is unique relative to
public data available to landlords on listing or property websites. As
compared to public data, RealPage data is much more granular, covers a
broader array of business information, and includes competitively
sensitive data across several dimensions. For example:
Information on Actual Transactions. RealPage's data
include, for each lease, the unit, floor plan, listed rent, final
transacted lease price (including any discounts), and lease term.
Renewals. RealPage's data include the same information for
lease renewals. Information on renewals is not listed publicly--not
even asking rents--leaving a significant blind spot for landlords not
using RealPage.
Time Span. AIRM and YieldStar have access to current and
historical lease data, from the previous day and going back two to
three years.
Future Demand. The shared data further includes
information on tenant demand, including detailed information on
inquiries and applications by potential future tenants.
Accuracy. Landlords have greater assurance of the accuracy
of the data because it comes directly from the landlords' own
databases.
Coverage. The RealPage data covers millions of units from
users of its revenue management software and other products.
35. RealPage touts how its data is different. As one RealPage pitch
deck put it, ``we have [the] most data and the best data.'' And the
``[q]uality of data is best in class given that it is `lease
transaction data'--this provides insight into performance data from
actual signed leases, both new and renewal, net effective of
concessions.'' Another noted that without YieldStar ``you'll be pricing
your renewals in the dark without insight into actual lease transaction
data that YS uses to help you make pricing decisions. This is critical
to price renewals right[,] especially in a downturn.''
36. Access to this data proves important in winning over revenue
management clients, including skeptical ones. One RealPage senior
manager noted that a ``highly suspicious CFO'' was won over in part by
YieldStar's ``lease transaction data'' that allowed his company to
``achieve what his people couldn't achieve on their own.''
37. One landlord explained the benefits of YieldStar to its owner
clients by calling the use of competitors' transactional data a ``game
changer! We have 100% truth on [competitors'] activity powering
YieldStar recommendations.''
38. Another landlord's internal training presentation on YieldStar
highlighted the importance of having access to competitors'
transactional data:
[[Page 8565]]
[GRAPHIC] [TIFF OMITTED] TN30JA25.000
D. RealPage Revenue Management Software Uses Nonpublic, Competitively
Sensitive Data To Recommend Prices
39. AIRM and YieldStar are built upon similar code and leverage
competitive data in similar ways. LRO, on the other hand, was
originally developed outside of RealPage and takes a different
approach.
1. AIRM and YieldStar Leverage Competitively Sensitive Data To Generate
Price Recommendations
40. AIRM uses competitors' nonpublic, transactional data in three
separate stages of the pricing process: (1) model training, (2) floor
plan price recommendations, and (3) unit-level prices. YieldStar uses
competitors' nonpublic, transactional data in stages two and three of
its process.
(a) AIRM Model Training Relies on Competitively Sensitive Data To
Generate Learned Parameters
41. In the first stage, RealPage trains its AIRM models using
nonpublic data from OneSite and other property management software,
totaling millions of executed lease transactions, new lead
applications, renewal applications, and guest cards filled out by
visiting potential tenants. This data is run through a machine learning
model to generate learned parameters for supply and demand models that
are then used for all AIRM clients across the country. Like the
coefficients in a regression model, the learned parameters are applied
to the data of a landlord's specific property, and to the data of its
competitors, when AIRM makes pricing recommendations. RealPage
generally retrains the models three to four times per year using
updated nonpublic data.
(b) AIRM and YieldStar Incorporate Competitors' Nonpublic Data To
Generate Floor Plan Price Recommendations
42. In the second stage AIRM or YieldStar provides a price
recommendation for every floor plan of a given property. A floor plan
is a grouping of units that share similar characteristics, such as the
number of bedrooms and bathrooms and square footage. Landlords define
the floor plans in their buildings--for example, a large apartment
building might have separate sets of floor plans for studios, one-
bedroom, and two-bedroom apartments. As discussed below, AIRM and
YieldStar use competitors' nonpublic, transactional data in nearly
every step of setting a recommended floor plan price, including
identifying peer properties, forecasting occupancy and leasing,
increasing rents to match competitors' changes, and determining the
magnitude of price changes.
43. Identifying Peers. First, AIRM and YieldStar use confidential
transaction data to identify a property's peer properties, which
include close competitors. In selecting peer properties, RealPage's
algorithm generally looks for properties with similar floor plans,
within close geographic proximity, and with similar effective rents
over time. AIRM or YieldStar clients may review the list of peer
properties and request that RealPage add or remove specific properties.
44. AIRM or YieldStar then uses the nonpublic data from
competitors' executed leases to generate a market range chart for each
floor plan. This chart identifies a ``smoothed'' market minimum
effective rent and market maximum effective rent. The market minimum is
a hard floor. AIRM and YieldStar will not recommend a rent below the
market minimum. On the other hand, the market maximum is a ``soft
ceiling,'' and the programs will recommend prices above the ceiling.
45. The client has access to the market range chart within the AIRM
and YieldStar interfaces. As shown below, for each floor plan the
client can see the smoothed market minimum and market maximum and where
the client's own floor plan sits within the market range.
[[Page 8566]]
[GRAPHIC] [TIFF OMITTED] TN30JA25.001
46. Forecasting Occupancy and Leasing. Every night, for each
participating property, AIRM applies the model's learned parameters to
that property's internal transactional data to forecast the number of
expected vacancies and expected lease applications for a certain period
into the future. AIRM may also use competitors' data to adjust the
projected supply.
47. AIRM or YieldStar then determines whether actual leasing for a
floor plan is on track to meet predicted leasing. To do so, it creates
a forecast of the number of leases over time, using nonpublic lease and
application data from the subject property, and potentially from so-
called surrogate properties (similar properties in the surrounding
area).\3\ When there is an imbalance between a property's actual and
forecasted leasing, it recommends a price change.
---------------------------------------------------------------------------
\3\ If there is insufficient historical data for a particular
building, or floor plan within that building, RealPage will use data
from what it calls a ``surrogate property,'' which is the
confidential transactional data from another property with
characteristics similar to the subject property.
---------------------------------------------------------------------------
48. Changing Rents to Match Competitors. Even when a property's
supply and demand are balanced, RealPage's software will still
recommend a price change, based on competitors' nonpublic data, when it
determines that the market is moving. For example, if the minimum and
maximum of the competing floor plans' effective rents increase, it will
recommend a price increase to maintain the floor plan's market position
(its price position relative to its competitors).
49. Determining Magnitude of Price Changes. Once AIRM or YieldStar
has determined that it will recommend a price increase or a price
decrease, it again uses competitors' transactional data to determine
how much the price should move and provide a floor plan price
recommendation. It uses nonpublic transactional data from peer
properties, in addition to data from the subject property and surrogate
properties, to generate a market response curve--analogous to a market
demand curve--for every floor plan. This demand curve provides an
estimate of how demand for particular apartments would change in
response to changes in rents, a measure that RealPage calls elasticity.
In other words, it uses competitors' nonpublic transactional data to
calculate how many leases the property will likely gain or lose for a
particular floor plan, for every price point along the curve. Using
this data, AIRM or YieldStar can determine how much the price can
increase and still achieve the target number of leases, or by how
little price can decrease to maintain a target occupancy.
50. RealPage describes elasticity as a pivotal input into balancing
supply and demand and, therefore, price.
51. The use of surrogate properties in this pricing process has the
potential to push convergence on price even further. As two properties'
surrogate sets become closer--and therefore their respective demand
curves become more similar--AIRM and YieldStar will generate
increasingly similar prices for the two properties. And the use of
surrogates is common. One of the largest landlords in the country, for
example, uses surrogates at over 80% of its properties.
52. This process repeats for every floor plan in the client's
property, every night. A new floor plan price recommendation is
generated daily.
(c) AIRM and YieldStar Use Competitors' Nonpublic Data--Including Data
on Future Occupancy--To Determine Unit-Level Prices
53. A property manager at the landlord reviews each floor plan
recommendation daily and enters the floor plan price. AIRM and
YieldStar then use the floor plan price to generate prices for every
unit within the floor plan. The unit price is shown in a pricing
matrix, which provides the price for each combination of start date and
lease term. To generate the price for an individual unit, the floor
plan price is adjusted to account for unit-specific
[[Page 8567]]
factors such as amenities (e.g., a desirable view, the floor level, or
an in-unit washer and dryer), staleness (i.e., how long that specific
unit has been vacant), and the timing of lease expirations. AIRM and
YieldStar again use competitors' nonpublic data during this step in at
least two ways.
54. First, AIRM and YieldStar use data on competitors' supply of
multifamily housing to adjust recommendations to limit ``exposure''
with a feature called lease expiration management. Exposure refers to
the number of units that are available for lease. Managing lease
expirations is an important element of revenue management software. If
too many leases expire and the corresponding units become available at
the same time, supply increases and rents for those units will tend to
drop. This process will also tend to repeat itself as the same units
will become available at the same time a year later for leases with a
standard twelve-month term.
55. The objective of expiration management is to smooth out this
exposure so that landlords, as explained by one RealPage employee,
``remain in a position of pricing power.'' For example, if AIRM or
YieldStar sees that a large number of units will likely be available in
twelve months, it will increase the price recommendation for a twelve-
month lease relative to price recommendations for leases of other
terms, such as 11 months or 13 months, in order to nudge potential
renters to accept those terms. Expiration management can only raise
prices--AIRM does not lower a unit's price if the lease term would fall
in an underexposed period.
56. This calculation does not rely only on the predicted future
supply for the client's property. For any landlord who uses a ``market
seasonality'' setting, AIRM and YieldStar also rely on competitors'
transactional data and the supply for those competitors--including the
supply of competitors' existing leases that expire in the future. AIRM
and YieldStar thus work to manage lease expirations for the client's
units based on how competitors' supply will change. RealPage strongly
recommends to landlords that they use market seasonality.
57. The use of competitors' nonpublic data in expiration management
to fill out the pricing matrix occurs regardless of whether the
landlord accepts the AIRM or YieldStar recommendation. Thus, even if a
landlord were to override every price recommendation, its rental prices
would still be influenced by nonpublic information about its
competitors' supply.
58. Second, AIRM and YieldStar include an amenity optimization
feature. By pricing specific amenities within units, landlords can
avoid making wholesale pricing changes to a floor plan if a specific
unit fails to lease. Within the amenity analysis, AIRM and YieldStar
provide market values for specific amenities to landlords, allowing
them to compare their perceived value of an amenity with the nonpublic
valuation of their competitors. The peer data include the market
minimum and maximum value for specific amenities.
2. LRO Relies Primarily on Landlords To Input Data on Competitors
59. RealPage's LRO also provides pricing recommendations to users.
Each week, LRO users manually input competitor information into the
system that they have obtained from public websites or more
questionable means, such as communicating directly with their
competitors.
60. A small number of LRO users subscribe to a feature called
AutoComp. With this feature, RealPage provides information on
competitors' rents, traffic, and occupancy. This information comes from
market surveys that RealPage compiles using call centers to call
competitor properties. Landlords may use LRO without using AutoComp.
E. RealPage Uses Multiple Mechanisms To Increase Compliance With Price
Recommendations
61. AIRM and YieldStar provide daily price recommendations.
RealPage has taken multiple steps to increase compliance with AIRM and
YieldStar price recommendations. It designed AIRM and YieldStar to make
it much easier to accept recommendations than to decline them. It built
an auto-accept function and pushes clients to adopt it and increase its
role. And its pricing advisors encourage landlords to follow AIRM and
YieldStar pricing recommendations. Among their duties, pricing advisors
review any request to override a price recommendation.
1. AIRM and YieldStar Make It Easy To Accept Recommendations and More
Difficult and Time-Consuming To Decline
62. Every morning, the landlord's property manager chooses whether
to accept the floor plan price recommendation, keep the previous day's
rent, or override the recommendation. These options are the same for
new leases and renewal leases. RealPage makes it easier and faster for
a client to accept a recommendation than to decline it. When accepting
recommendations, the manager can choose to do a bulk acceptance--she
can accept all or multiple floor plan recommendations at once. But she
cannot do the same when overriding, or rejecting, the recommendation.
63. Instead, for every recommendation that she does not accept--
whether overriding or keeping the previous day's rent--the property
manager must provide ``specific business commentary'' for diverging
from the recommendation. This justification, RealPage instructs, should
not be a mere preference for another price but must be based on a
factor that the model cannot account for, such as local construction or
renovations occurring in the building. It must be a ``strong sound
business minded approach.''
64. The property manager knows that these recommendation rejections
and accompanying justifications will be sent to a RealPage pricing
advisor.\4\ If the pricing advisor disagrees with the rejection or
justification, the disagreement is escalated for resolution to a
landlord's regional manager, who typically supervises the property
manager.
---------------------------------------------------------------------------
\4\ Some clients have internal revenue managers that are
certified by RealPage. For those clients who have internalized the
revenue management function, recommendation rejections may be routed
to the internal revenue manager rather than a RealPage pricing
advisor.
---------------------------------------------------------------------------
65. As one client who complained to RealPage explained, RealPage's
design is ``trying to persuade [clients] to take the recommendations
(almost like we made it hard to do anything but).''
2. RealPage Pushes Clients To Adopt Auto-Accept Settings That
Automatically Approve Recommendations
66. AIRM and YieldStar each include auto-accept functions. This
functionality automatically accepts price recommendations falling
within certain parameters. By default, AIRM and YieldStar set auto-
accept parameters of a 3% daily change and an 8% weekly change. The
landlord can change these parameters, disable or enable auto-accept,
and even enable partial auto-accept. With partial auto-accept, if the
recommendation exceeds the auto-accept parameters, the recommendation
is accepted as far as the parameter permits. For example, if the auto-
accept daily change limit is 4% and the price recommendation is 5%,
using partial auto-accept will result in an increase of 4%. By enabling
auto-accept, a landlord functionally delegates pricing authority to
RealPage (within the bounds of the daily and weekly limits).
[[Page 8568]]
67. As part of the onboarding process, internal RealPage guidance
states, ``AUTO ACCEPT should be confirmed as `on' with parameters in
place.'' Internal AIRM training explained that RealPage wanted to
``widen auto accept parameters'' by introducing the feature and then
``creating enough trust so that over time we have client[s] that are
willing to let auto accept run with very wide parameters . . . AKA--
accept all recommendations.'' RealPage trains pricing advisors to have
an ``accountability conversation'' or a ``refresher on short term vs
long term goals'' for clients that show less tolerance for increasing
auto-accept parameters.
68. Even if a landlord does not want to use auto-accept, RealPage
trains its advisors to convince the landlord to turn it on with 0%
limits--a setting whereby auto-accept will never accept price changes.
The reason? So that it is no longer a question of whether the client
turns on auto-accept, but only a matter of convincing them to widen the
parameters and further delegate pricing decisions. RealPage instructs
its advisors on best practices: ``[I]f a partner is not ready to use
auto acceptance, are they ready to use revenue management?''
3. RealPage Pricing Advisors Provide a ``Check and Balance'' on
Property Managers To Increase Acceptance of Recommendations
69. RealPage offers landlords pricing advisory services. Landlords
typically have an assigned pricing advisor, unless the client has
internal revenue managers that were certified by RealPage. Pricing
advisors play an important role in the daily review of pricing
recommendations. Landlords' property managers are asked to review
recommendations every morning by 9:30 a.m. After their review, a
pricing advisor accepts agreed-upon pricing within an hour and
escalates any disputes to the landlord's regional manager.
70. If a property manager disagrees with the direction of a
recommended price change--e.g., the manager wants to implement a price
decrease when the model recommends a price increase--the RealPage
pricing advisor escalates the dispute to the manager's superior. As a
pricing advisor manager explained in a client training, the advisor
would ``stop the process and reach out to our partners''--the property
manager's supervisors--to ``talk about this further.'' The advisors,
the manager elaborated, are part of a system of ``checks and
balances.'' The client confirmed the value of this system to stop
property managers from acting on emotions, which could limit RealPage's
influence on their pricing.
71. Beyond the daily interactions between pricing advisors and
their own property managers, clients agree to make meaningful changes
when they use RealPage's pricing advisory services. Under the
specifications for this service, clients agree to use AIRM or YieldStar
exclusively to give quotes to potential renters, further tying
landlords' pricing decisions to RealPage's software. Clients also agree
to change their commission programs for leasing agents to ``ensure
these programs motivate sales behavior that is consistent with the
objectives of revenue growth.'' And clients further agree to revenue
growth as the official metric to evaluate AIRM and YieldStar, as
opposed to occupancy rates.
72. RealPage imposes additional requirements on landlords who want
to use internal or in-house revenue management advisors with YieldStar
or AIRM (rather than use RealPage pricing advisors). RealPage requires
these landlords' employees go through RealPage certification.
Certification is a multiday course in which landlords are trained--at
times in the same session--on AIRM and YieldStar use and best
practices, according to RealPage. Certification includes observing and
leading pricing calls with property managers and passing a written
exam. This certification program facilitates the landlords' agreements
with RealPage to align pricing by ensuring that landlords' internal
revenue managers are trained and tested to use AIRM and YieldStar in
the same way.
4. Pricing Recommendations Heavily Influence Landlords' Behavior
73. RealPage defines an acceptance as where the final floor plan
price is within 1% of the recommended floor plan price. According to
that definition, the average acceptance rate across all landlords
nationally for new leases between January 2017 and June 2023 is between
40-50%. But RealPage itself recognizes that acceptance rates are not
necessarily the best measure of its influence; one employee explained
that the spread between a floor plan recommendation and the final
scheduled floor plan price is more useful for measuring model
adoption--and therefore influence--than the binary accept/reject
decision that the RealPage-defined acceptance rate reflects. Widening
the definition of acceptance even slightly to account for partial
acceptances illustrates the influence of recommendations: nearly 60% of
final floor plan prices are within 2.5% of RealPage's recommendation,
and more than 85% are within 5% of RealPage's recommendation.
74. RealPage's preferred measure of acceptance understates the
influence of RealPage's price recommendations and the effect of
competitors' data. AIRM and YieldStar use competitors' nonpublic
transactional data to adjust unit-level pricing, after a floor plan
recommendation has been accepted or rejected. RealPage's metric does
not capture the cumulative effect of rate acceptances over time. Nor do
they capture when a client is influenced by and partially accepts a
recommendation.
III. Coordination Among Competing Landlords Is a Feature of This
Industry
75. Several characteristics of apartment-rental markets make it
easier for landlords to coordinate with, or accommodate, each other.
Rental housing is a necessity for many Americans, meaning that demand
is inelastic--that is, changes in rent produce relatively small changes
in the number of renters. There is significant concentration among
landlords in local markets, and these landlords engage in widespread,
regular communications with one another. And RealPage makes rental
units more comparable to each other in AIRM and YieldStar, allowing
landlords to track one another more easily. These industry
characteristics exacerbate the harm to the competitive process--and
ultimately to renters--from the exchange of nonpublic, competitively
sensitive data through RealPage and the use of the AIRM and YieldStar
models.
F. Rental Housing Is a Necessity for Millions of Americans
76. Shelter is a basic, foundational necessity of life. And for
tens of millions of Americans, conventional multifamily apartment
buildings are the only reasonable option for much of their lives. Many
renters cannot afford the significant down payment needed to purchase a
single-family home, among other requirements.
77. Demand for apartments is relatively inelastic. Rising rents
have disproportionately affected low-income residents: The percentage
of income spent on rent for Americans without a college degree
increased from 30% in 2000 to 42% in 2017. In 2021, the proportion of
severely burdened households--households spending more than half of
their income on gross rent--was 25%, or approximately 10.4 million
households, an increase in approximately 1 million households since
2019. By 2022, this number increased to 12.1 million households. For
college graduates, the percentage of
[[Page 8569]]
income spent on rent increased from 26% to 34% from 2000 to 2017.
G. The Multifamily Property Industry Is Rife With Cooperation Among
Ostensible Competitors
78. Within particular metropolitan areas and neighborhoods, the
multifamily property industry is concentrated and replete with
competitively sensitive discussions among ostensible competitors.
Landlords have agreed with one another to share nonpublic, sensitive
information, both indirectly through RealPage software and directly
outside of RealPage's software. RealPage facilitates some of these
discussions, while others are made directly between competing
landlords. These discussions supplement and reinforce the indirect
information sharing among landlords that occurs through AIRM and
YieldStar. As a result of this coordination, RealPage's pricing
algorithms are even more likely to restrain, rather than promote,
competition.
1. At the Local Level, the Multifamily Property Industry Comprises a
Small Number of Large Landlords Managing Buildings With Different
Owners
79. In 595 zip codes with at least 1,000 total multifamily units
across 125 core-based statistical areas, five or fewer landlords manage
more than 50% of the multifamily units. Within the submarkets alleged
in this complaint, there are at least 214 zip codes, each with at least
1,000 total multifamily units, in which five or fewer landlords manage
more than half of those units. Similarly, within the ten core-based
statistical areas alleged in the complaint, there are 144 zip codes,
each with at least 1,000 total multifamily units, in which five or
fewer landlords manage more than half of those units.
80. The same landlord often oversees nearby properties with
different owners. In at least 502 zip codes, at least one landlord
using AIRM or YieldStar oversees properties with different owners.
81. There is also overlap among RealPage pricing advisor
assignments. In at least 683 zip codes, within 96 core-based
statistical areas, a RealPage pricing advisor has responsibility for
properties managed by different landlords. RealPage takes no steps to
avoid assigning the same pricing advisor to properties with different
owners, even if those properties compete with each other or are
RealPage-mapped competitors.
2. Landlords Regularly Discuss Competitively Sensitive Topics With
Their Competitors and Swap Information
82. Landlords regularly solicit and obtain nonpublic information
about inquiries by prospective renters, occupancy, and rents from their
direct competitors. Although this information is not as accurate or
thorough as the transactional-level data shared with AIRM and
YieldStar, it is nonetheless sensitive competitive information.
83. Landlords collect this information through a variety of means,
including weekly phone calls, emails, and in-person visits. Some
landlords also share information on their local geographic markets
through shared Google Drive documents. One RealPage employee explained
to his colleagues, reflecting on his former time working at a landlord,
that these weekly inquiries ``required cooperation among the
comp[etitor]s but wasn't hard to get that.'' In June 2023, a senior
director at Cushman & Wakefield admitted that ``this practice has been
prevalent in our industry for a long time.''
84. Landlords not only knew of these so-called ``market surveys,''
but expected their property managers to participate. As a manager of
Cushman & Wakefield's revenue management department explained, ``we
have always expected our properties to continue doing a traditional
market survey[,]'' which ``gives us insight into the very specific
handful of competitors closest to the subject property.''
85. At a February 2020 industry event, representatives from Cushman
& Wakefield and two other landlords shared tips on collecting
information on concessions and net effective rents from competitors.
The suggestions included bi-weekly and monthly meetings with
competitors, sponsored ``cocktail hours for regional competitors to
share info and build relationships and rapport,'' and using Google
Drive documents to share information on a weekly basis. Building
relationships with competitors to get accurate data was ``critical.''
The representatives cautioned that the collected data was used to make
``major decisions about pricing,'' so the landlord employees collecting
data should be trained accordingly to ask such questions as ``are you
seeing a slow down?'' and ``are you adjusting pricing?''
86. Some landlords engage in even more sensitive communications
about price, demand, and market conditions. These communications are
not isolated instances at a specific property. Rather, they are
conversations at the corporate revenue management level about
strategies and approaches to market conditions that apply to the
landlords' business across all markets.
87. For example, in January 2018, Willow Bridge's director of
revenue management reached out to Greystar's director of revenue
management and asked about Greystar's use of auto accept in YieldStar.
In response, Greystar's director provided Greystar's standard auto-
accept settings, including daily and weekly limits and for which days
of the week auto accept was used. The Greystar director, explaining why
she provided this information, testified that the Willow Bridge
director was a ``colleague,'' even though Willow Bridge was a
competitor to Greystar.
88. In March 2020, Cushman & Wakefield's director of revenue
management reached out to Willow Bridge's director of revenue
management. The Cushman & Wakefield director wanted to hold a call
among revenue management executives at multiple landlords to discuss
market conditions, use of YieldStar, and strategy plans. The Willow
Bridge director agreed and suggested a small number of landlords to
invite to keep the group ``tight.'' The directors agreed to reach out
to Greystar, as well as several other landlords.
89. Also in March 2020, a senior executive at Greystar obtained a
copy of Willow Bridge's sensitive strategic plans regarding the COVID-
19 pandemic. The plans included Willow Bridge's corporate protocols for
concessions, rent increases, and lease terms. The plans recommended
that property managers work closely with YieldStar and LRO to preserve
rent integrity. The Greystar executive forwarded Willow Bridge's plans
to executives at Cushman & Wakefield and another landlord. All four
landlords compete with one another.
90. In September 2020, Camden's director of revenue management
reached out to Greystar's director of its internal revenue management
team. Camden asked Greystar--a direct competitor--what increases on
renewal pricing Greystar had seen in August and offered what it had
seen. Greystar's director replied with information not only on August
renewals, but also on how Greystar planned to approach pricing in the
upcoming quarter. Greystar's director further disclosed its practices
on accepting YieldStar rates and use of concessions. As the
conversation continued, the two competitors shared additional highly-
sensitive information on occupancy--including in specific markets--
demand, and the strategic use of concessions.
[[Page 8570]]
91. At the same time, Camden's director emailed a revenue
management executive at LivCor and asked how LivCor was faring on
raising renewal rates. He explained his request by noting that
Performance Analytics provided some good data, but it was ``hard to see
what our competitors are signing today.'' The two executives shared
information about their respective renewal increases. After the Camden
executive passed this information along internally, he continued his
outreach with several other landlords and with the LivCor executive--
who in the meantime had reached out to three other landlords about
their renewal rates. Camden's internal team decided to raise a renewal
cap to get to the same renewal gains as LivCor.
92. Camden's director received competitively sensitive information
from at least four competitors. Another senior executive at Camden
asked him to compile the information so it could be shared internally.
That executive noted the usefulness of the competitors' information and
the need to take advantage of the shared information while it was
fresh.
93. In June 2021, Willow Bridge's head of revenue management
emailed Greystar's revenue management director. She proposed
collaborating with Greystar to convince a client to move all of its
properties, including those managed by Willow Bridge and those managed
by Greystar, to AIRM. But she also noted that, in thinking about ``the
larger picture as well,'' it could be useful to ``coordinate with the
other companies that we often share business with'' to prepare to move
their clients to AIRM as well. Greystar responded favorably to
transitioning the joint client to AIRM.
94. In November 2021, a revenue management executive at LivCor
emailed an executive at Camden to propose a call to discuss Camden's
``renewal philosophy,'' for the purpose of informing how LivCor
calculated renewal increases. The two spoke that day. The following
day, another LivCor executive--who was included on the call--thanked
the Camden executive for the opportunity to ``connect on industry best
practices'' and asked another ``operational question'' about
implementing ``larger renewal increases.'' The executives exchanged
emails over the next few months, including discussing their respective
strategies on maximum increases to lease renewal prices. They shared
not only their increase limits in specific markets but also what price
increases they were able to achieve. For example, in April 2022, the
executive at LivCor reached out to Camden to share that ``my current
thinking (not sure it's right, just where my mind is at) is . . .
prices for almost everything are up 20%. Therefore, unless there is a
good reason not to, should we be increasing rates on rentable items by
20%?'' The Camden executive responded, ``I like your thinking.'' He
continued, ``Typically, we lean into the demand signals to inspire a
price increase . . . . I'm divided on whether the default increase
should be 20% or closer to the 10% . . . . Curious what your thoughts
are!?''
95. In September 2021, a property manager at Cortland explained to
a colleague that the manager had called two competitors and received
from them pricing information on two-bedroom and three-bedroom units.
The property manager asked for the information to decide how to act on
YieldStar's price recommendations.
96. Landlords also engage in group discussions with local and
national competitors about sensitive topics. For example, for a number
of months in 2020, dozens of ``high-level participants'' from competing
landlords participated in weekly ``multifamily leadership huddle''
videoconferences. The organizer informed participants that ``the goal
of the call is to share information about what our companies are doing,
share some collateral and resources,'' and then--perhaps recognizing
the problematic nature of these calls--he claimed that ``then we hang
up and make our own decisions.''
97. In one such call in April 2020 with over 100 attendees,
participants discussed a number of topics, including ``pricing and
renewal strategies.'' Several senior landlord executives, including a
Greystar senior managing director and a CEO of another landlord,
participated and shared their practices on new leases and renewals, use
of renter payment plans, and use of YieldStar and other revenue
management software. On a similar call in October 2020, participants
discussed current and forecast rent prices, renewal strategies, and use
of concessions. A Willow Bridge employee forwarded a colleague notes
from the call, and he specifically highlighted information about a
competitor's use of concessions.
98. These conversations among competing landlords have extended
from the national level to local markets across the country. For
example, in Minnesota, property managers from Cushman & Wakefield,
Greystar, and other landlords regularly discussed competitively
sensitive topics, including their future pricing. When a property
manager from Greystar remarked that another property manager had
declined to fully participate due to ``price fixing laws,'' the Cushman
& Wakefield property manager replied to Greystar, ``Hmm . . . Price
fixing laws huh? That's a new one! Well, I'm happy to keep sharing so
ask away. Hoping we can kick these concessions soon or at least only
have you guys be the only ones with big concessions! It's so
frustrating to have to offer so much.'' The property managers from
Greystar and Cushman & Wakefield continued to discuss competitively
sensitive topics. For example, in response to Greystar's tipoff that it
had reduced concessions and ``hop[ed] the Spring/Summer market allow us
to pull further back on concessions,'' the Cushman & Wakefield property
manager replied, ``That's great news and I love hearing about the
concessions being pulled back. We have done the same and hoping the
rest of the market follows suit.'' These communications between
RealPage users that are ostensibly competitors are examples of the
industry-wide coordination that magnifies the anticompetitive effects
of RealPage's software.
99. In addition to contacting each other directly, many landlords
also exchange information through other intermediaries. One vendor
offers a tool for landlords to exchange with one another nonpublic
information on concessions, net effective rents, inquiries and visits
by prospective renters, and occupancy that is pulled from each
landlord's property management software. Over 150 landlords nationally
have used this service, including Greystar, LivCor, and some of the
other largest landlords across the country. The vendor's CEO described
this as a ``quid pro quo or give to get'' arrangement among landlords
where ``if you share this data with me, I'll share the same data.'' A
RealPage employee noted that this vendor makes it ``quicker and easier
to get your market surveys.''
100. Some landlords use this direct exchange of competitively
sensitive information to update competitor rents within LRO--a practice
that RealPage is aware of and accepts.
101. Recently, under the scrutiny of antitrust lawsuits, some
landlords have adopted internal policies prohibiting ``call arounds''
and other direct sharing of competitively sensitive information with
direct competitors. But even assuming that their property managers
fully comply with these legally unenforceable internal policies, these
landlords continue to use RealPage's revenue management software.
[[Page 8571]]
3. At RealPage User Group Meetings, Landlords Discuss Competitively
Sensitive Topics
102. RealPage holds monthly ``user group'' meetings attended by
competing landlords that use RealPage's software. There are separate
user group meetings for LRO and for YieldStar and AIRM.\5\ One of
RealPage's stated purposes for the user groups is to ``to promote
communications between users.'' Attendees include a wide mix of
competing landlords. For example, the June 2022 YieldStar user group
included representatives from five of the largest property management
companies in the country, among a larger group.
---------------------------------------------------------------------------
\5\ RealPage previously held separate AIRM and YieldStar user
groups but combined them in 2023.
---------------------------------------------------------------------------
103. Recurring topics at the user group meetings include product
enhancements and an ``idea exchange'' on potential changes to the
products. The user group participants often vote on the proposals
discussed in the idea exchange. But discussions have covered
competitively sensitive topics, including managing lease expirations,
pricing amenities, the use of concessions, pricing strategies, and how
to manage properties during the COVID-19 pandemic. RealPage encouraged
landlords to use the user group meetings to discuss such topics in
their industry and set agendas for these meetings to aid them in doing
just that, remarking that ``[t]he user group is meant to be self-
governed to a degree and the clients should be leading it.'' These
RealPage-fostered discussions among competitors enhance and facilitate
the landlords' agreement with RealPage to use AIRM and YieldStar to
align pricing.
104. At an April 2020 YieldStar user group meeting, the
participants discussed strategies for handling the COVID-19 pandemic.
In the presentation, two RealPage employees and a landlord led a group
discussion of trends in rent payments and collections and provided five
strategic tips. One tip encouraged landlords to ``push for occupancy
but don't give away the farm (pricing).'' Another counseled landlords
to ``balance internal and external dynamics'' and, referring to the
nonpublic information used by YieldStar, to ``use transactional market
data for decision support and to know when you can be more aggressive''
in pushing higher rents. Invited attendees included representatives
from at least twelve landlords. At this meeting, Greystar and another
landlord shared information on their usage of payment plans with
tenants.
105. In May 2020, RealPage started a YieldStar user group meeting
by surveying them on concessions. RealPage asked landlords how many of
their properties offered concessions, whether concessions applied to
new leases or renewals, and the types of concessions offered (such as
discounts, gift cards, or other benefits). Invited attendees included
representatives of thirteen landlords.
106. In March 2021, the user group meeting included a discussion on
possible adjustments to how YieldStar calculated lease expiration
premiums. A RealPage executive shared that she liked the idea of adding
weekend premiums to incentivize prospective renters to move in during
the week, and commented that ``the rev[enue] potential would then scale
up.'' The LivCor representative responded in favor of weekend premiums,
and another user group member suggested adding the proposal to the user
group idea exchange. RealPage agreed to do so.
107. RealPage began its agenda for an April 2021 YieldStar user
group meeting with ``strategic insights'' from a RealPage economist.
This employee shared ``21 key strategic insights,'' including ``focus
on renewals,'' ``be cautious with concessions,'' and ``drive up
revenues--not just base rent.'' Specifically, he urged the group to
``push up new and renewal pricing where demand [is] solid'' and warned
against over-relying on concessions. They were instead to ``trust the
science'' of YieldStar.
108. In May 2021, RealPage included a ``Back to Basics'' discussion
in a YieldStar user group meeting. This discussion covered ``returning
to renewal increases post-COVID'' and ``declining concessions,'' as
well as eviction moratoria and areas where acceptance rates were
``seeing significant uptick in past 6 months.'' The meeting group chat
is even more revealing. Over a period of approximately fifteen minutes,
representatives from fifteen landlords shared their plans for renewal
increases and their use of concessions. The questions were posed, ``At
what point do we go back to normal? I[f] we go back to normal[,] [i]s
it now? Is anyone seeing that the model is raising rent and are you
doing it?'' In response, these representatives made statements on
renewal increases such as ``increasing, back to normal,'' ``major rent
growth on the west coast,'' ``increasing the renewals,'' ``almost all
markets we are raising rents,'' ``actually raising more than before
covid at some,'' ``raising,'' and ``we are pushing to get back to
normal. Sending increases.'' A representative from LivCor stated,
``increasing renewals and pushing new lease rents.''
109. The user group members were similarly open about their
disinterest in concessions, signaling to each other that they do not
intend to offer them or would offer them less frequently. Their
pronouncements included ``no consessions [sic],'' ``no concessions,''
``considerably less concessions,'' ``less frequent and less
aggressive,'' ``no concessions except in markets with a lot of lease-
ups,'' and ``almost no concessions currently.'' A representative from
Willow Bridge noted concessions had ``gone away a LOT. People asking
for a free month on renewals and being denied, but still signing the
renewal.''
110. When the discussion turned to acceptance rates, a RealPage
employee stated that rates had ``pretty much gone back to pre-COVID.
Rate Acceptance has grown 11% over the past 6 months.'' A landlord
responded that they had ``seen our acceptance rate increase
tremendously.'' Another user group member explained to the group, for
``about \1/3\ of the communities I manage the [YieldStar] model was too
slow to respond, and we are pushing rates above market and above YS
rec[ommendation].'' A representative from Willow Bridge concluded,
``Are we deciding as a group to remove hesitation?:).''
111. The LivCor representative who attended this May 2021 meeting
testified that similar discussions happened numerous times during the
COVID-19 pandemic--specifically, the beginning of 2020 through the
middle of 2022. In these meetings, user group members discussed new and
renewal rent increases, concessions, and renewal strategies, as well as
other sensitive topics.
112. RealPage claims that this and other user group meetings were
not recorded.
113. The July 2021 YieldStar user group meeting, held at RealWorld
(a RealPage-hosted industry event), included a roundtable discussion
among competitors. One of the discussion topics? ``What is the one
thing you consistently consider outside of the model when accepting or
changing price and why?''
114. At the October 2021 YieldStar user group meeting, a RealPage
economist gave a presentation regarding the 2022 market outlook.
RealPage presented analyses on current occupancy and pricing, and on
expected occupancy and rent growth in 2022 by geographic regions.
115. At the July 2022 RealWorld YieldStar user group meeting,
RealPage
[[Page 8572]]
hosted a ``roundtable discussion'' on market volatility and its impact
on how to use revenue management, unit amenities and their impact on
tenant rents, and best practices for conducting lease ups.\6\
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\6\ A lease up is typically a pre-leasing period (such as with a
newly constructed property) where a landlord is seeking to reach a
certain, initial occupancy threshold.
---------------------------------------------------------------------------
116. RealPage recognized the sensitive nature of the information
shared at these meetings. Beginning in late 2022, after public
reporting about AIRM and YieldStar, RealPage added an antitrust
compliance statement in the user group presentations. Among other
directions, the statement instructed participants not to discuss
``confidential or competitively sensitive information,'' and then noted
that this included ``you or your competitors' prices or anything that
may affect prices, such as current or future pricing strategies, costs,
discounts, concessions or profit margins.'' But these were the very
topics of previous user group meetings, as described above, that
RealPage encouraged its users to discuss. And these are the very types
of nonpublic information that AIRM and YieldStar use to recommend and
determine prices.
117. Landlords frequently take advantage of RealPage user group
meeting invites to email each other directly. In August 2020, for
example, an employee of Cortland emailed a user group invitee list and
asked them to support a change to how YieldStar calculated the number
of leases needed. In response, an employee of a different landlord
agreed, adding that ``I also rely on comparing available units to
adj[usted] leases needed, to forecast leases, to gut check the pricing
recs. These data points are always a factor in my pricing decisions.''
H. RealPage Uses Nonpublic Information To Allow Landlords To More
Easily Compare Units on an Apples-to-Apples Basis
118. Renters typically search for a rental unit using certain key
criteria, including the number of bedrooms and the location.
Recognizing this market reality, RealPage enables landlords to more
easily compare unit prices. When picking a property's ``peer set,''
RealPage matches floorplans with the same number of bedrooms that are
geographically proximate. This makes it easier for landlords, through
AIRM and YieldStar, to track and respond to competitors' movements at
the floor plan level.
119. To account for amenities, RealPage instructs landlords to
identify amenities using standardized naming conventions so that
RealPage can use machine learning to group amenities together. RealPage
then provides the market value for specific amenities, allowing
landlords to more accurately identify and track how their competitors
value these amenities and adjust their own pricing accordingly. The
peer data include the market minimum and maximum value, as well as
market quartile values, for specific amenities.
IV. RealPage Harms the Competitive Process and Renters by Entering Into
Unlawful Agreements With Landlords To Share and Exploit Competitively
Sensitive Data
120. AIRM's and YieldStar's use of nonpublic, competitively
sensitive data is likely to harm, and has harmed, the competitive
process and renters. AIRM and YieldStar distort the competitive process
by using nonpublic data to maximize pricing increases and minimize
pricing decreases. AIRM and YieldStar incorporate special rules, called
``guardrails,'' that override the ordinary functioning of the
algorithms in ways that tend to push rival landlords' rental prices
higher than would occur in a competitive market. RealPage presses
landlords to curtail ``concessions'' to renters. And AIRM and
YieldStar's ``lease expiration management'' features aim to sequence
vacancies to maximize landlords' pricing power.
I. AIRM and YieldStar Have the Purpose and Effect of Distorting the
Competitive Pricing of Apartments
121. As RealPage frequently trumpets to landlords, ``a rising tide
raises all ships.'' AIRM and YieldStar ensure that the `tide' flows
primarily one way--higher rental prices. In a hot market, AIRM and
YieldStar will recommend price increases to test what the market will
bear, while in a down market AIRM and YieldStar will, to the extent
possible, still increase or hold prices and minimize price decreases to
reach the target occupancy rate.
122. AIRM and YieldStar are designed to help landlords press
pricing beyond what they could otherwise achieve while reducing the
risk that other landlords would undercut them. A revenue manager at
Willow Bridge explained it succinctly: YieldStar is ``designed to
always test the top of the market whenever it feels it's safe to.'' By
using competitors' sensitive nonpublic data to generate elasticity
estimates, among other things, AIRM and YieldStar can recommend higher
price increases to extract more money from renters without losing an
additional lease. As RealPage explained to a YieldStar client in
training, this pricing elasticity measurement informs ``how far do we
stretch and pull pricing within the market.'' That, in turn, means that
``we may have a $50 increase instead of a $10 increase for that day.''
123. That insight, gleaned from competitors sharing sensitive,
transactional data with RealPage, which is in turn shared with
landlords through pricing recommendations, removes uncertainty and
competitive pressure that benefits renters. As one landlord put it,
these products ``eliminate the guessing game'' on rent.
124. As RealPage explains to its clients, AIRM and YieldStar reveal
``hidden yield.'' This extra yield or revenue is hidden in a
competitive market--a market in which competitors do not share
sensitive information with each other--because landlords ``can't see
the opportunity'' and ``fail to capture [the] full opportunity.''
125. AIRM and YieldStar disrupt the normal competitive bargaining
process between landlords and renters. They place landlords in a better
negotiating position vis-[agrave]-vis renters. Landlords using AIRM and
YieldStar know that these models recommend floor plan prices and price
units incorporating nonpublic data of their competitors, including
effective rents and occupancy rates, all of which allow landlords to
raise price with more certainty.
126. As landlords appreciate, AIRM and YieldStar use competitors'
nonpublic data to predict with more certainty the highest price that
the market will bear for a particular unit. A landlord is therefore
less likely to negotiate on price. Any potential negotiation instead
turns on lease term and move-in date, which AIRM and YieldStar adjust
the pricing for to avoid overexposure for the landlord in the future.
127. AIRM and YieldStar also encourage landlords to follow each
other in raising rents. When transactional data reveal that peers are
raising effective rents--particularly the highest and lowest
competitors for a given floor plan--AIRM and YieldStar follow with
recommendations to increase rental prices. This movement with the
market is ingrained in the AIRM and YieldStar models; AIRM and
YieldStar will not recommend a floor plan price that falls below the
market minimum.
[[Page 8573]]
128. Accordingly, as adoption of AIRM and YieldStar increases among
peer competitors, the use of AIRM and YieldStar can push prices up
through a feedback effect. As peers move up, other AIRM or YieldStar
users may move up accordingly. This phenomenon, where participating
landlords ``likely move in unison versus against each other,'' a
RealPage executive testified, explains ``the rising tide.'' The same
executive saw evidence of this ``rising tide'' in 2020: When looking at
multiple peer sites using YieldStar, ``we started to see the trajectory
of performance and trends be eerily similar when comparing subject
sites and comp sets, thus showing that we are in fact `r[a]ising the
entire tide.' '' He acknowledged that YieldStar contributed to market
prices rising as a tide.
129. Landlords rely on competitors' data within AIRM and YieldStar
to determine their prices and how hard they need to try to be
competitive. A revenue management director at Greystar noted in an
internal AIRM deck that competitors' data is ``like the boundaries of
the street you are driving on.'' The director elaborated that ``the
competitive market range are [sic] the edges of the road, staying in
those boundaries are [sic] necessary to get you to the destination.''
130. Another landlord that used YieldStar told RealPage that within
a week of adopting YieldStar they started increasing their rents, and
within eleven months had raised rents more than 25% and eliminated
concessions. The landlord added that they were now pricing at the top
of their peers and, importantly, had ``brought the rest of the Comps
rents up with us.'' A RealPage executive responded internally that this
was a ``great case study that highlights performance before, during,
and a result of YS [YieldStar].''
131. A landlord explained in an internal presentation that because
YieldStar recommends floor plan pricing that moves with the market--a
market position--YieldStar would use competitors' data to inform ``how
competitive we need to be [e]ach [d]ay.''
[GRAPHIC] [TIFF OMITTED] TN30JA25.002
132. AIRM uses machine learning to train models on competing
landlords' sensitive data. The parameters learned in this training are
then applied to each AIRM client.\7\ As a result, the model uses the
same method and learned parameters to generate price recommendations
from the relevant data for each landlord.
---------------------------------------------------------------------------
\7\ There are separate AI Supply models, and therefore
potentially different learned model parameters, for clients using
Yardi's property management software and clients using other
property management software. But within these two categories the
learned model parameters for the AI Supply models are the same.
---------------------------------------------------------------------------
133. This aligns and stabilizes prices in at least two ways. First,
it reduces volatility in how prices change, compared to a situation in
which each client sets prices independently. No longer do competitors
react in distinctive ways to changing market conditions as they would
in a market without access to competitors' transactional data. Instead,
AIRM price recommendations tend to standardize those reactions. This
leads to the second result: pricing recommendations, and consequently
pricing decisions, become more predictable and aligned among
competitors as each is using the same set of learned model parameters.
134. RealPage has even manipulated competitor mappings to increase
the likelihood that AIRM or YieldStar would recommend price increases.
For example, a prominent client asked why a subject property had mapped
peers located more than 100 miles away, in a different metropolitan
area, when there were satisfactory mapped competitors within five
miles. RealPage's response was that if these distant properties were
[[Page 8574]]
not mapped, the client's property would be at the top of the market and
it would be more difficult for AIRM to recommend price increases.
RealPage had originally mapped these distant properties to give the
model more room to recommend price increases for the client's property.
135. This dynamic exists not only in markets with growing demand,
but also so-called ``down markets,'' where demand is decreasing. In a
competitive market with a fixed supply (at least in the short run) of
housing units, a demand decrease would result in prices falling. But
AIRM and YieldStar resist price decreases in down markets as much as
possible while achieving targeted occupancy rates. RealPage told one
prospective AIRM client that the combination of ``AI and the robust
data in the RealPage ecosystem'' would allow the landlord to ``avoid
the race to the bottom in down markets.''
136. Using competitors' transactional data to calibrate and set the
bounds of its model enables YieldStar and AIRM to decrease prices as
little as possible in a down market. As one example, in 2023 a landlord
reached out to RealPage with concerns about price recommendations at a
property. Despite the property having too many vacancies and peer
properties decreasing in price, AIRM was recommending price increases,
frustrating the property owner. A senior RealPage executive responded
that the model was not lowering prices because ``there isn't much
elasticity between the recommended position and the current one'' and
``the model would recommend the highest possible position [i.e., price]
without affecting demand.''
137. RealPage succinctly summarized for landlords the effect of
using AIRM and YieldStar in down markets: it ``curbs [clients']
instincts to respond to down-market conditions by either dramatically
lowering price or by holding price when they are losing velocity and/or
occupancy.'' These tools instill pricing discipline in landlords,
curbing normal fully independent competitive reactions by substituting
them with interdependent decision-making (i.e., through the use of
pricing recommendations based on shared, competitively sensitive
information). These products ensure that clients are ``driving every
possible opportunity to increase price even in the most downward
trending or unexpected conditions.''
138. When one client wanted to cancel YieldStar, a RealPage
executive noted to colleagues that with cancelation the client would
lose ``our helping them mitigate damage during rent control and
covid.'' In particular, the client would lose ``us helping them rise
with the tide given their strategy.''
139. Landlords understand the sensitivity of the information being
shared and the likely anticompetitive effects. One potential client put
it succinctly to RealPage: ``I always liked this product [AIRM] because
your algorithm uses proprietary data from other subscribers to suggest
rents and term. That's classic price fixing . . . .''
140. Cushman & Wakefield recognized the anticompetitive potential
of sharing this level of detailed competitor data. When a property
owner asked for information on specific competitors, Cushman &
Wakefield's director of revenue management replied that the requested
tool, RealPage's Performance Analytics with Benchmarking, did not
provide information on specific competitors. The reason? Performance
Analytics with Benchmarking ``tracks transactional information
therefore due [to] the potential pricing collusion, it's anonymize[d]
by RealPage.'' Performance Analytics with Benchmarking draws from the
same transactional database as AIRM and YieldStar. And while AIRM and
YieldStar do not display the granular transactional data to the user,
AIRM and YieldStar see and use that data. The price recommendations are
based upon the very data that this client recognized could lead to
collusion.
141. Even RealPage employees selling LRO recognized the
anticompetitive harm from using competitors' transactional data to
recommend prices. In a 2018 training deck provided to clients, RealPage
explained, ``we often times get the question about if comps are on LRO,
can we just update the rents for you? Unfortunately, no, we can't. That
could be considered price collusion, and it's illegal[square].'' But
this is precisely what AIRM and YieldStar do.
J. AIRM and YieldStar Impose Multiple Guardrails Intended To
Artificially Keep Prices High or Minimize Price Decreases
142. Unsatisfied with relying merely on competitively sensitive
data to advantage landlords, RealPage created ``guardrails'' within
AIRM and YieldStar to force adjustments to the price recommendation.
But these guardrails serve as one-way ratchets that help landlords, not
renters, by increasing price recommendations or limiting a recommended
decrease. And each of these guardrails makes use of competitively
sensitive data that landlords agree to share with RealPage. These
guardrails have even spurred multiple landlords to tell RealPage that
AIRM and YieldStar are not dropping recommended rents as much as their
individual conditions, or even market conditions, would warrant.
143. Hard Floor. AIRM and YieldStar will not recommend a floor plan
price that falls below the smoothed market minimum effective rent. The
market minimum is a hard floor. AIRM and YieldStar thus explicitly
constrain floor plan price recommendations based on the prices of
competitors, using shared nonpublic information.
144. Revenue Protection Mode. RealPage created a ``revenue
protection'' mode that effectively lowers output to increase revenues.
Revenue protection activates when AIRM or YieldStar predict--using
calculations incorporating competitors' data--that demand is too low
for a landlord to meet its target occupancy. Rather than lowering the
price to stimulate demand, the algorithm reduces the target number of
leases. AIRM and YieldStar then maximizes revenue for the reduced
occupancy level, which tends to reduce price decreases or increase
rental prices.
145. RealPage acknowledges that revenue protection ``may seem
counterintuitive to leasing needs.'' In June 2023, a landlord
complained to RealPage that ``something in your model is broken''
because ``the pricing model is not lowering rents dramatically''
despite the client's high exposure during a busy summer leasing season.
RealPage explained that, with revenue protection, ``the model still
sees the way to make more revenue is to lease fewer units at higher
prices.'' In other words, the model seeks to ``raise rates to get the
highest dollar value possible for the leases we can statistically
achieve'' and ignore those leases that the client wants but the model
predicts, using competitors' data, the client will not get.
146. The model's hard price floor can trigger revenue protection
mode. In May 2022, for example, a landlord complained that AIRM was
recommending price increases despite a projected shortfall in leases.
Because revenue protection mode cannot be turned off, the RealPage
pricing advisor recommended that the client reduce sustainable
capacity. Sustainable capacity is a client-set parameter that imposes
an inventory constraint and determines the number of leases AIRM and
YieldStar will try to achieve. This is, of course, what revenue
protection mode functionally does on its own: increase inventory
constraints to reduce output.
147. This phenomenon, a RealPage employee explained internally, was
``true revenue protection mode.'' The client's floor plan was priced
toward the
[[Page 8575]]
bottom of its competitors. AIRM did not see any price decrease that
would achieve the original target number of leases without dropping
below the market floor (determined using competitors' data). Because
AIRM never recommends prices below the market floor, AIRM instead
reduced the number of leases and optimized against that new, lower
occupancy rate.
148. Revenue protection mode interrupts AIRM's and YieldStar's
normal revenue maximization process. As a RealPage data scientist
explained, ``the model really wants to reduce rent but is prevented
from doing so by the revenue protection restriction.'' Revenue
protection leads to higher prices and lower occupancy.
149. Sold-Out Mode. Once a landlord reaches its targeted capacity
for a particular floor plan, the model considers that floor plan ``sold
out'' even though units may still be physically available. In that
situation, AIRM and YieldStar recommends the maximum rent charged by a
property's competitors, even if the floor plan's previous price was far
lower.
150. RealPage intentionally designed sold-out mode to use
competitively sensitive data to lift rents. In an earlier version of
the software, sold-out mode pushed rents to 95% of that floor plan's
highest recently achieved rent. But RealPage modified the algorithm in
2022 to go ``straight to 100% of comps,'' deliberately aligning rents
with competitors' highest rents, rather than the property's own
historical performance.\8\
---------------------------------------------------------------------------
\8\ RealPage has at least considered changing this model logic
because it introduced meaningful pricing volatility and significant
price increases. Even if RealPage has implemented this proposed
logic change, the new model logic still incorporates competitors'
confidential rents because AIRM and YieldStar recommend a market
position that is tied to the bottom and top of the market, as
defined by mapped competitors.
---------------------------------------------------------------------------
151. The Governor. AIRM and YieldStar favor recommended price
increases over price decreases. When the model calculates that the
current day's ``optimal'' price will result in greater revenue than the
previous day, a feature called the ``governor'' causes the model to
recommend the current day's optimal price.\9\ But when AIRM or
YieldStar calculates that the current day's optimal price will result
in less revenue than the previous day, the governor recommends the
recent average price even though it is not optimal for the current day.
In other words, when market conditions weaken and the model calculates
that a price decrease is warranted, this guardrail kicks in and
recommends keeping the recent rent even though it is suboptimal. This
asymmetry favors price increases over price decreases.
---------------------------------------------------------------------------
\9\ In some circumstances AIRM will cap the floor plan
recommended price increase at a five percent increase.
---------------------------------------------------------------------------
152. The effect of these guardrails is intentionally asymmetric.
AIRM and YieldStar recommend price increases generated by the model.
But the guardrails reduce or eliminate certain proposed price decreases
even though the model has determined such deviations may contravene the
landlord's individual economic interest.
K. AIRM and YieldStar Harm the Competitive Process by Discouraging the
Use of Discounts and Price Negotiations
153. RealPage discourages landlords using AIRM and YieldStar from
discounting rents. In the multifamily property industry, discounts
typically consist of ``concessions,'' which are financial allowances
(such as a free month's rent or waived fees) offered to incentivize
renters. Concessions may be offered generally or negotiated
individually with a potential tenant.
154. In a competitive marketplace, each landlord may independently
decide to offer concessions so that it can better compete in enticing
lessors. But, again, RealPage seeks to replace fully independent,
competitive decision-making with collective action by ending
concessions. AIRM and YieldStar do not work as well when landlords use
one-off or lumpy concessions. In its ``best practices'' for revenue
management to landlords, RealPage's guidance is simple: ``Eliminate
concessions.'' Detailed ``best practices'' documents for both YieldStar
and AIRM users explain that ``concessions will no longer be used in
conjunction with'' YieldStar and AIRM.
155. When onboarding a new property, RealPage emphasizes the
importance of accepting price recommendations without offering
discounts, including ``no concessions.'' Concessions cause landlords to
deviate from what RealPage determines is the maximum revenue-generating
price.
156. Landlords have worked to implement RealPage's requests. In one
YieldStar training, Greystar explained that ``Concessions are gone!''
In a client-facing FAQ document about its revenue management products,
RealPage explained that ``the vast majority of our clients have
discontinued the use of concessions.'' A 2023 RealPage client
presentation showed that the number of units offering concessions
generally trended downward from approximately 30% of units in 2013 to
under 15% in 2023. A client's refusal to offer concessions is bolstered
by its awareness of competing landlords receiving the same advice from
RealPage. In addition to discouraging discounts, RealPage discourages
negotiating prices with renters. RealPage trains landlords that
``YieldStar [or AIRM] is managing your Price,'' so the landlord's staff
can focus on other things. The YieldStar or AIRM rent matrix is to be
the source of prices that are given to a prospective renter. RealPage
instructs leasing staff to provide prospective renters the specific
price from the matrix that corresponds to the prospect's desired move-
in date, unit, and lease term. RealPage cautions landlords not to show
renters the matrix itself.
L. AIRM and YieldStar Increase and Maintain Landlords' Pricing Power by
Using Competitors' Data To Manage Lease Expirations
157. Supply is a basic component of pricing. For this reason,
information on a company's supply is highly sensitive, and its
disclosure to competitors is particularly concerning. Yet AIRM and
YieldStar use competitors' supply data precisely for the purpose of
adjusting unit-level pricing, regardless of whether the landlord
accepts the floor plan price recommendation. The goal of this ``lease
expiration management'' is clear: As a RealPage senior manager
explained for a client, using this data means that the client's
property ``will remain in a position of pricing power.''
158. The purpose of lease expiration management is to avoid too
many units becoming available in the market at the same time.
Expiration management only increases unit-level prices. It never
reduces the price.
159. Every landlord can choose to use ``market seasonality'' to
inform its lease expiration management. As the name suggests, market
seasonality adjusts the landlord's prices based on how many of its
competitors' units will be vacant--that is, future supply. This feature
is popular among landlords. For example, one of the largest landlords
in the United States uses it in 98% of its properties. Every single
property that uses market seasonality is leveraging RealPage's access
to this highly sensitive, nonpublic data about its competitors' supply
to inform pricing. RealPage trains landlords to turn on market
seasonality as a best practice.
160. When activated, the market seasonality function changes unit-
level prices across the different possible lease terms regardless of
whether the landlord accepts the AIRM or YieldStar floor plan price
recommendation.
161. RealPage determines for landlords an important input into
lease
[[Page 8576]]
expiration management: the expirations threshold. This threshold
influences the point at which expiration premiums are added. The
threshold calculation relies on nonpublic lease transaction data for
the property's submarket and pulls from numerous RealPage products,
including YieldStar, AIRM, OneSite, Business Intelligence, and
Performance Analytics with Benchmarking. Landlords cannot adjust the
expirations threshold.
162. Fueled by competitor data, expiration management results in
``increased stability'' and ``pricing power.'' Using competitors' data
reduces the risk of overexposure that ``could erode rent roll growth.''
By adjusting price recommendations based on how much total supply is
forecast in the market for a given time period, AIRM empowers landlords
to charge higher prices than they could without access to competitors'
nonpublic data.
M. No Procompetitive Benefit Justifies, Much Less Outweighs, RealPage's
Use of Competitively Sensitive Data To Align Competing Landlords
163. AIRM and YieldStar do not benefit the competitive process or
renters. Any legitimate benefits of revenue management software can be
achieved through less anticompetitive means, and any theoretical
additional benefits of AIRM and YieldStar are not cognizable and
outweighed by harm to the competitive process and to renters.
V. RealPage Uses Landlords' Competitively Sensitive Data To Maintain
Its Monopoly and Exclude Commercial Revenue Management Software
Competitors
164. Landlords are not the only ones that benefit from RealPage's
rental pricing practices. RealPage benefits too through maintaining its
monopoly over commercial revenue management software for conventional
multifamily housing rentals. In that market, RealPage's internal
documents reflect that it commands an 80% share.
165. RealPage's core value proposition creates a self-reinforcing
feedback loop of data and scale advantages. The sharing of
competitively sensitive information among rivals attracts more
landlords that seek to maximize revenues and extract more money from
renters. As a result of its exclusionary conduct, RealPage has been
able to obstruct rival software providers from competing on the merits
via revenue management products that do not harm the competitive
process.
166. Over time, RealPage has become more entrenched and has stymied
alternatives unless they too enter into similar unlawful agreements
with landlords to obtain and use nonpublic transactional data to price
units. Even then, RealPage's unparalleled troves of competitively
sensitive data provide an ill-gotten advantage.
N. Landlords Are Drawn to RealPage Because of Access to Nonpublic
Transactional Data That Is Used To Increase Landlords' Revenue
167. Landlords prize RealPage's accumulation of nonpublic
transactional data from competing landlords. For example, Greystar
noted that ``RealPage supplies the best set of transactional data
available via their millions of units of data -- this becomes a
valuable source of truth to our competitive landscape.'' In a training
document for its employees, the same landlord explained that ``better
data = better outcomes'' and that AIRM has ``over 15 million units of
data available.'' From the perspective of Greystar, ``pricing decisions
start with data'' and that precision in pricing ``comes from data
driven decisions.'' Importantly, the landlord believed that AIRM's
ability to ``examine data quality . . . each night'' via its property
management software integrations, including guest card entry, ``plays
an important role'' in pricing.
168. As another example, Cushman & Wakefield identified this data
as especially helpful in a dense market because of insights into
competitors' actions in the market. The same landlord also concluded
that the more data points, the better confidence a landlord has in
RealPage's rental recommendations. According to Cushman & Wakefield,
more data--especially data about concessions--enabled the landlord to
make better decisions because it showed the landlord where the market
stood. Cushman & Wakefield's director of revenue management explained
to a colleague that YieldStar ``collects about 14 MILLION transactional
lease data across the US and has over 20 years of historical records.''
The director acknowledged that ``[t]his is huge! Essentially, this is a
window into the market and the shifts we are going to experience . . .
Having insight into this data, allows [landlords] to make changes with
the dynamic changes in the market.''
169. Willow Bridge, who compared AIRM to another commercial revenue
management software product, noted that the competing product ``is
about half of the cost and does a good job in reviewing rents and
making recommendations but does it without the additional reporting
capabilities and market data that AIRM uses.'' Ultimately, this
landlord decided to push their owner clients towards AIRM. The
landlord's decision to use AIRM was in part based on receiving ``more
accurate and time sensitive data'' and noted that, although revenue
management is not changing, ``the amount of data and how that
information is used to grow revenue is bigger and better than ever''
with AIRM.
170. Landlords want access to RealPage's transactional data because
RealPage advertises, and landlords believe, that the use of this data
will increase a landlord's revenue. ``Due to the amount of data
RealPage possesses,'' Greystar explained, RealPage developed AIRM ``to
leverage machine learning to improve both the supply and demand
modeling and provide a tool to further customize to each asset's
needs.'' The materials sent to the landlord's clients also included a
flyer explaining that AIRM will ``outperform the market 2-7% year over
year'' and that it provides ``[a]ctionable intelligence derived from
the industry's largest lease transaction database of 13M+ units.''
171. Landlords view the lack of access to transactional data as a
significant shortcoming in other commercial revenue management
software. One landlord received a request from a property owner client
for information on YieldStar and how it compared to another commercial
revenue management product. A landlord executive explained that
YieldStar was backed by robust data and ``millions of units of
transactional data to support not only their demand and forecast
modeling but also their market/competitive set information.'' She
concluded that the other revenue management software was ``in a
completely different class'' than YieldStar. More than two years later,
the same executive again concluded that this company's new revenue
management product was inferior to AIRM because AIRM had far more
transactional data, supported by RealPage's Market Analytics survey
data. In another example, a different landlord compared multiple
commercial revenue management products to RealPage's YieldStar. He
concluded that a major weakness of these alternatives was that they
lacked access to transactional data on competitors' rents.
O. RealPage's Collection and Use of Competitively Sensitive Data
Excludes Competition in Commercial Revenue Management Software
172. RealPage recognizes the barriers to competition on the merits
that its data, scale, and business model provide. RealPage understands
that ``pricing decisions start with data.'' RealPage
[[Page 8577]]
explains to its clients that ``[t]he data entered into your [property
management software] and collected each night, along with current
market data (and lead data if OneSite) provides insight into
advantageous demand drivers, identifies revenue risk and opportunity,
and captures this competitive landscape for informed pricing.''
173. This data and scale advantage is significant and creates a
feedback loop that further increases barriers to competition for
commercial revenue management software. RealPage touts its access to an
``unmatched database.'' In one case from 2023, a RealPage sales
representative noted that RealPage's ``revenue management is the most
widely adopted solution in the industry'' and RealPage had
``approximately 4.8M units on revenue management.'' In a 2023
presentation for AIRM, RealPage advertised that the ``[a]mount of data
we have (~17mm units) is unique to RealPage'' and that the ``[q]uality
of data is best in class given that it is `Lease Transaction Data.' ''
RealPage claimed this ``supports that fact that the industry views
RealPage as the source of truth for performance data.''
174. RealPage has used this competitively sensitive data to develop
an AI-driven revenue management solution that leverages the scale and
scope of its data. RealPage's plan to use this database as fuel for its
AI pricing model is spelled out in a Go-To-Market summary from 2019. In
that document, RealPage describes that:
RealPage can achieve $10 Million in organic ACV growth through
delivery of the next generation of revenue management. Failure to do
so reduces the opportunity to harvest gains from our $300M
investment in LRO and places a portion of current $100M revenue
management revenue at risk to emerging competitors, including Yardi
and low-cost alternatives that say `all revenue management is the
same.' Over time we can sunset YieldStar and LRO reducing expense,
and leverage LRO capabilities as a revenue management lite offering.
175. This plan came to fruition with the introduction of AIRM. In a
RealPage training presentation from February 2020--right before the
launch of AIRM--RealPage discusses a new optimization solution that is
built on the ``RealPage Foundation'' which is defined as ``13.5m units
of lease transactional data informing our models with real actionable
intelligence in near real time.'' As described earlier in the deck,
RealPage's competitors ``lack the foundational capabilities on which to
build upon'' leaving RealPage with the possibility ``to tie together
each capability . . . in a single view.''
176. RealPage knows that its rivals do not have access to similar
data sets. In one presentation from 2022, RealPage discussed competing
revenue management products from Yardi and Entrata. Yardi and Entrata
have fewer than 250,000 units, RealPage concluded, while RealPage had
at least 4 million. Unlike RealPage, Yardi had a limited data set that
used data only from Yardi's property management software. RealPage
likewise explained that Entrata lacked much data outside of student
housing and Entrata's revenue management software worked only with its
own property management software, meaning Entrata could not pull data
from RealPage's OneSite or other property management software products.
RealPage further criticized manual in-house pricing options for having
biased data, introducing errors through manual pricing, and being
inefficient.
177. RealPage pitches prospective clients on its unique access to
and use of nonpublic transactional data that is competitively
sensitive. In 2021, RealPage discussed internally how to pitch AIRM to
a prospective client who was considering an alternative revenue
management solution. A RealPage employee pointed to the competitor's
lack of ``AI driven competitor information derived from lease
transaction data.'' Another employee added that the salesperson should
amplify the prospective client's concerns about the competitor's lack
of nonpublic transactional data, comparing it to buying a ``Ferrari
without an engine.'' RealPage's chief economist concurred.
178. RealPage's use of competitors' nonpublic transactional data
provides it an important advantage on pricing renewals. Information on
renewals is not available publicly. Competing revenue management
vendors who do not use nonpublic, competitively sensitive data are left
partially blind to this important part of the rental market. In 2022, a
RealPage salesperson stressed this advantage to a prospective client
who was also considering a competing commercial revenue management
solution. The salesperson noted the lease transaction data RealPage
collected on a nightly basis and declared that RealPage had an
``unequaled ability to stress test renewals nightly and drive amenity
optimization.''
179. RealPage recognizes that its use of competitively sensitive
data minimizes any competitive pressure it faces. A RealPage senior
vice president explained in a strategy document that RealPage's unique
nonpublic data on leasing decisions was a ``data moat,'' protecting
RealPage from competitors. In 2020 RealPage's chief economist noted
that RealPage's access to this data was a ``major competitive
advantage'' and a ``major reason we can do what we do.'' In 2021 a
prospective client asked RealPage why AIRM cost three times the amount
of a competing revenue management product. Internally, a RealPage
employee pointed to AIRM leveraging daily transactional data of over 13
million units to collect competitors' rents and forecast demand. He
noted that multiple large landlords had refused to adopt the competing
revenue management product rather than AIRM even when the competitor
offered it for free. The same RealPage employee explained to another
client that RealPage's leveraging of lease transaction data--with
access to confidential data for over 14 million units--was a key
advantage over a competing commercial revenue management provider.
180. In June 2023 a landlord emailed RealPage and asked, ``who are
your competitors?'' A RealPage sales executive responded, ``Our revenue
management solution does not have any true competitors, mainly because
our data is based on real lease transaction data from all kinds of
third-party property management systems . . . .''
181. In addition, when discussing a potential entrant, a RealPage
executive noted that the entrant needed ``to get the data to enable
[revenue management].'' He further noted that [g]etting the data (and
more modern methods) . . . will be hurdles for [the entrant].'' Another
RealPage senior executive explained that shifting clients from LRO,
which is less reliant on competitively sensitive information of rivals,
to AIRM, which is very reliant on such information, reduced the threat
from new entry when she noted that migrating LRO clients to AIRM was
``critical to reducing the risk that may come from this new [entrant's]
offering.''
182. RealPage's power and conduct in connection with commercial
revenue management software serves to exclude rivals and maintain its
monopoly power. RealPage has ensured rivals cannot compete on the
merits unless they enter into similar agreements with landlords, offer
to share competitively sensitive information among rival landlords, and
engage in actions to increase compliance. As a result of its
exclusionary conduct, RealPage has been able to obstruct rival software
providers from competing via revenue management products that do not
harm the competitive process in addition to cementing its massive data
and scale
[[Page 8578]]
advantage that keeps increasing due to feedback effects.
VI. Relevant Markets
P. Conventional Multifamily Rental Housing Markets
1. Product Markets
183. Conventional multifamily rental housing is a relevant product
market. Conventional multifamily rental housing includes apartments
available to the general public in properties that have five or more
living units. Conventional rental housing does not include student
housing, affordable housing, age-restricted or senior housing, or
military housing. This product market reflects consumer preferences,
industry practice, and governmental policy.
184. In 2023, RealPage estimated the conventional multifamily
rental market to cover approximately 14 million units. The 2021
American Housing Survey estimated a total of 21.1 million multifamily
apartments--not limited to conventional--in the United States.
(a) Conventional Multifamily Rentals Are Distinct From Other Types of
Multifamily Housing
185. Other types of multifamily apartment buildings are not good
substitutes for conventional multifamily rentals. Some kinds of
multifamily buildings are restricted to specific types of renters, such
as student housing units, affordable housing units (i.e., income-
restricted housing), senior (i.e., age-restricted) housing, and
military housing. These housing units focused on different classes of
renters are not reasonable substitutes for conventional multifamily
rentals. RealPage distinguishes conventional multifamily as being in a
different market segment from senior, affordable, and student housing
in the ordinary course of business.
186. Non-conventional units are not widely available to all renters
and can exhibit different buying patterns. For example, student housing
serves individuals enrolled in higher education and is typically
located on or near universities. Student housing is typically leased by
the bed instead of by unit, and faces a significantly different leasing
cycle and different patterns in renewals and leasing practices.
Recognizing these differences, RealPage will assign to student
properties surrogates that are distant student assets rather than
nearby conventional assets. RealPage in fact offers a different version
of both AIRM and OneSite, its property management software, for the
``student market.''
187. Affordable housing units are available only to individuals or
households whose income falls below certain thresholds. Multiple
federal affordable housing regulations, for example, require
participants in affordable housing programs to have incomes lower than
a set percentage, such as 30%, of the median family income in the local
area. Affordable housing units are also relatively scarce, with
families seeking such housing often waiting years on a waitlist. These
legal and practical restrictions prevent affordable housing from being
a reasonable substitute to conventional multifamily housing for the
typical renter.
188. Senior housing is typically restricted to individuals aged 55
and older. RealPage separates senior housing into four categories:
independent living, assisted living, memory care, and nursing care.
Independent living offers senior-focused amenities--such as
transportation, meals, and social gatherings among community members--
that materially increase housing costs and are less desirable to
younger households. The other three categories of senior housing
provide professional or special care to assist renters with basic tasks
like eating, bathing, and dressing, and they are not reasonable
substitutes for conventional multifamily rentals.
189. Military housing is also not a reasonable substitute to
conventional multifamily rentals. It is typically geographically
proximate to military installations, with roughly 95% of military
housing found on-base. Although civilians may in some cases be able to
live in military housing properties experiencing low occupancy rates,
military regulations place them below five higher-priority categories
of potential renters, including active and retired military personnel.
(b) Single-Family Housing Is Not a Reasonable Substitute to Multifamily
Rentals
190. The multifamily industry, government regulators, and policy
documents distinguish between properties with at least five units,
which are classified as ``multifamily housing'' and those with fewer
units, which are classified as ``single-family rentals.''
191. The purchase of single-family or other types of homes is not a
reasonable substitute for conventional multifamily housing rentals. A
former RealPage economist explained that ``the choice between renting
and owning is first and foremost a life stage and lifestyle choice over
a financial one.'' Single-family homes also generally require a
substantial down payment. In March 2023, a RealPage economist estimated
an ``entry premium'' of $800 per month to home ownership over rentals.
According to a 2021 RealPage strategic planning guide, the ``myth''
that people were abandoning multifamily properties for single-family
homes is false, stating that ``rising home sales do not hurt apartment
demand.'' Single-family home sales are not reasonable substitutes for
conventional multifamily housing.
192. More broadly, renters living in conventional multifamily
apartments will not switch to single-family homes--purchases or
rentals--because of a small increase in rent. The decision to move from
an apartment building to a single-family home is primarily a life-stage
and lifestyle choice. For example, the decision by a household to have
children may spur a move to a single-family home. In many areas,
relatively few children live in conventional multifamily apartments.
Multifamily apartments typically offer community amenities and a
different lifestyle, such as high walkability in an urban area, whereas
single-family homes generally do not offer the same amenities and offer
instead increased privacy, including private yards. A RealPage analyst
explained in 2022 that because a move to a single-family home is a
``lifestyle choice,'' single-family home rentals were not direct
competitors to multifamily rental housing. A 2022 RealPage deck, shared
with a landlord, stated that multifamily rentals and single-family
rentals were ``complementary, not competitive,'' and targeted different
renters, with different floor plans, in different locations. Another
RealPage analyst explained to a multifamily property owner that single-
family rentals offer a different renter profile than multifamily
rentals.
193. Industry participants agree that single-family rentals attract
a different pool of renters from multifamily rentals. A managing
director of a single-family rental property management company
explained in 2021 that a renter's journey from multifamily apartment
living to single-family rentals came as life stages evolved. The CEO of
a single-family rental developer similarly explained that these single-
family rental homes are for renters who age out of multifamily
apartments.
194. Single-family rentals are also typically priced higher than
multifamily apartments, further reducing potential substitution between
them. The chairman of one institutional multifamily property owner
explained in a 2022 earnings call that multifamily housing was
relatively affordable
[[Page 8579]]
compared to single-family rentals. An industry price index showed that,
in March 2024, single-family rent was approximately 18% higher than
multifamily rent.
(c) Conventional Multifamily Rental Units With Different Bedroom Counts
Are Relevant Product Markets
195. Different bedroom floor plans also constitute relevant product
markets. A key criterion by which a current or prospective renter
searches for a rental unit is the number of bedrooms. One-bedroom units
are substitutes for other one-bedroom units, two-bedroom units are
substitutes for other two-bedroom units, and so forth. Individual
renters may change their desired numbers of bedrooms, but this is
typically tied to changes in circumstance independent from price. For
example, the birth of a new child may require a family to shift from a
one-bedroom unit to a two-bedroom unit.
196. RealPage adopts this practical reality in the ordinary course
of business. For every property using AIRM or YieldStar, RealPage maps
peer floor plans. These mapped floor plans capture reasonable
substitutes for the subject property floor plan and reflect the
perceived market by a prospective renter.
197. To be selected as a peer, a floor plan must have the same
number of bedrooms. A RealPage employee explained the mapping process
to a client: ``we are looking specifically at the bedroom level. The
tool will only map 2b[edroom] with 2b[edroom] or 1b[edroom] with
1b[edroom].'' The object of mapping peers is to mirror the prospect
buying experience by identifying properties that a potential tenant
will see in online searches when searching for a particular floor plan
and price range.
[GRAPHIC] [TIFF OMITTED] TN30JA25.003
198. AIRM and YieldStar price the different floor plans, which
consist of different numbers of bedrooms, independently. RealPage
testified that the model considers no cross-price elasticity between
different floor plans: ``when you set up the different floor plans, a
one bedroom, a two bedroom, or three bedroom, those are completely
independent. . . . [T]here's no influence in what the pricing is for
the two bedrooms, for example . . . has no influence on what the
pricing is for the one bedrooms.'' Landlords also take steps to
maintain a pricing spread between one- and two-bedroom units and avoid
pricing one-bedrooms at a higher rate than two-bedroom units.
199. Landlords recognize that units with different bedroom counts
face different demand from renters. For example, Greystar explained
internally in 2022 that demand for studio apartments differs from
demand for three-bedroom units. A separate 2023 training by Greystar
reiterated that demand trends, and therefore pricing trends, differ by
bedroom counts and that staff should not react to a downward trend in
one category, such as two bedrooms, with discounts in one- or three-
bedroom units. At another time, Greystar emphasized the benefit of
RealPage's lease expiration management feature because it is managed at
the bedroom level--not at the property level--so it could match
seasonal demand for units with that specific number of bedrooms. A
revenue manager at Willow Bridge similarly explained to colleagues that
one-bedroom units have drastically different demand patterns from two-
bedroom units and from three-bedroom units.
2. Geographic Markets
200. Defining relevant geographic markets help courts assess the
potential anticompetitive impact of the agreements challenged. Here,
the relevant geographic markets for the purposes of analyzing the
anticompetitive effects of RealPage's agreements with landlords are the
areas in which the sellers (the landlords) sell and in which the
purchasers (potential renters) can practicably turn for alternatives.
RealPage's agreements are alleged to have suppressed price competition
in the markets for conventional multifamily housing. The relevant
geographic markets to assess those agreements are those property
locations close enough for their apartments to be considered reasonable
substitutes. In delineating a geographic market for conventional
multifamily
[[Page 8580]]
housing, the focus is inherently local. Renters are typically tied to a
particular location for work, family, or other needs.
201. RealPage recognizes the local nature of geographic markets.
One RealPage former employee explained that under ``Real Estate 101
rules, real estate is local, local, local.'' Another RealPage former
chief economist noted that an effective evaluation of a property's
performance must be done in comparison to similar properties in the
property's neighborhood because competitive conditions in the
neighborhood could differ widely from the city at large. When training
landlords on lease expiration management, two RealPage executives
explained that market seasonality was based on the most accurate
geographic level, such as zip code, neighborhood, or submarket. They
further explained that renters typically move locally. Similarly, a
former property manager explained that potential tenants will look at a
small number of properties in the same neighborhood, and it is on that
neighborhood level where competition occurs among multifamily
properties. This individual testified, ``location really does matter in
real estate.''
202. RealPage has created a tool called True Comps. Used in
performance benchmarking products that provide decisional support to
AIRM and YieldStar, True Comps provides a more accurate mapping of
competitor properties. It uses an algorithm to find the properties most
comparable to the subject property, as measured by characteristics
including distance, effective rent, age, property height, and unit
count and mix. By default, True Comps picks competitors within a 15-
mile radius. In scoring distance, True Comps applies a ``highly-
punitive model''--the distance score drops from 99% for a distance of
0.05 miles, to 56% for a distance of 2 miles, and to 10% for a distance
of 8 miles. Thus, RealPage acknowledges and incorporates small
geographic areas as the appropriate location in which to find true
competitive alternatives.
203. During a property's implementation process, AIRM and YieldStar
require the mapping of peer properties, including competitors. RealPage
starts by looking for competitors within a half-mile radius from the
subject property and then expands as necessary. Geographic proximity is
in fact so important that YieldStar has a default radius that limits
its search for competing properties to no more than 5 miles in urban
settings, and to no more than 10 miles in suburban settings. RealPage
has an internal process for escalating any proposed peer property that
is more than 15 miles away.
(a) RealPage-Defined Submarkets Identify Relevant Geographic Markets
204. RealPage defines geographic submarkets in the ordinary course
of business. Each submarket reflects the geographic area, defined by a
set of zip codes, that features similar properties that compete for the
same pool of potential renters. In constructing submarkets, which are
generally larger than its neighborhoods, RealPage considers major
roads, city and county boundaries, and school districts. RealPage also
considers socioeconomic factors and apartment market characteristics,
such as the age of properties and rental rates.
205. Even within a city, apartment demand varies significantly
based on factors such as employment. Supply may also vary widely as
existing properties and new construction may be located in different
parts of a city. A former RealPage chief economist explained that
because ``real estate is very local . . . you typically want to take a
. . . more narrow view if you can on what's going on in any given
submarket.'' \10\
---------------------------------------------------------------------------
\10\ RealPage also tracks data at a more granular level than a
submarket, called a neighborhood.
---------------------------------------------------------------------------
206. The multifamily industry recognizes submarkets as an important
geographic area for analyzing competition and pools of renters.
Multiple industry analysts offer data by submarkets. A revenue
management director at Greystar testified about a submarket that
``everybody in our industry uses this term.'' She further stated that
submarkets are a standard categorization system, used by RealPage and
others, including to benchmark a subject property's performance with
comparable properties. A revenue manager at Cushman & Wakefield
circulated a scorecard comparing performance to the submarket, and
exclaimed that ``we're perfectly aligned with the submarket'' on rent
roll.
207. A revenue management executive at Willow Bridge testified that
submarkets identify specific, smaller areas of a city where renters
look to live to be close to schools or work. This executive testified
that submarkets typically identify the area within which a renter is
comparing apartment options. This landlord tracks other properties'
rents in a subject property's submarket to make sure the subject
property remains competitive, and if rents in a submarket increased,
then the landlord expected that its property in that submarket would
also raise its rents.
208. Appendix A lists RealPage-defined submarkets that identify
relevant local markets in which the agreements among RealPage and
landlords to share nonpublic, competitively sensitive information for
use in pricing conventional multifamily rentals have harmed, or are
likely to harm, competition and thus renters.
209. The RealPage-defined submarkets identified in Appendix A are
relevant markets in which the agreements between RealPage and AIRM and
YieldStar users to align pricing has harmed, or is likely to harm,
competition and thus renters. In each of these markets, the penetration
rate for AIRM and YieldStar ranges from at least around 26% to 69%, and
for AIRM, YieldStar, and OneSite ranges from at least around 30% to
78%.\11\ In each of these markets, the landlords using AIRM or
YieldStar and/or sharing competitively sensitive information
collectively have market power.
---------------------------------------------------------------------------
\11\ Including penetration rates for RealPage's Business
Intelligence and Performance Analytics with Benchmarking products,
which landlord users agree to share nonpublic data with RealPage
that RealPage then uses in AIRM and YieldStar, would increase the
data penetration rates subject to unlawful agreements for these and
all other relevant conventional multifamily rental housing markets
identified in the Complaint.
---------------------------------------------------------------------------
210. Appendix B identifies submarkets by bedroom count that are
relevant markets in which the agreements between RealPage and
landlords, and agreements among landlords, to share nonpublic,
competitively sensitive information for use in pricing conventional
multifamily rentals have harmed, or are likely to harm, competition and
thus renters.
211. The markets identified in Appendix B are relevant markets in
which the agreements between RealPage and AIRM and YieldStar users to
align pricing collectively have harmed, or are likely to harm,
competition and thus renters. In each of these markets, the penetration
rate for AIRM and YieldStar ranges from at least around 26% to 79%, and
for AIRM, YieldStar, and OneSite ranges from at least around 30% to
over 80%. In each of these markets, the landlords using AIRM or
YieldStar and/or sharing competitively sensitive information
collectively have market power.
(b) Core-Based Statistical Areas (CBSAs) Are Relevant Geographic
Markets
212. A core-based statistical area (CBSA) is also a relevant
geographic market. A CBSA is a geographic area based on a county or
group of counties.
[[Page 8581]]
A CBSA has at least one core of at least 10,000 individuals. A CBSA
includes adjacent counties that have a high degree of social and
economic integration with the core, as measured by commuting ties. A
CBSA includes both metropolitan statistical areas and micropolitan
statistical areas. A CBSA includes the set of reasonable conventional
multifamily rental alternatives to which a renter would turn in
response to a small but significant, nontransitory price increase.
213. RealPage itself tracks CBSAs in the ordinary course of
business and refers to them as ``markets.''
214. Table 1 identifies relevant markets in which the agreements
between RealPage and landlords, and agreements among landlords, to
share nonpublic, competitively sensitive information for use in pricing
conventional multifamily rentals collectively have harmed, or are
likely to harm, competition and/or consumers. In each of these markets,
the penetration rate for AIRM and YieldStar ranges from at least around
26% to 37%, and for AIRM, YieldStar, and OneSite ranges from at least
around 35% to 45%. Three of these markets are located in North
Carolina.
Table 1--Core-Based Statistical Area (CBSA) Markets
----------------------------------------------------------------------------------------------------------------
Core-based statistical area (CBSA)
markets YS/AIRM 30% or more YS/AIRM/OneSite 30% or more
----------------------------------------------------------------------------------------------------------------
Atlanta-Sandy Springs-Roswell, GA........ Yes.............................. Yes.
Austin-Round Rock, TX.................... Yes.............................. Yes.
Charleston-North Charleston, SC.......... ................................. Yes.
Charlotte-Concord-Gastonia, NC-SC........ Yes.............................. Yes.
Dallas-Fort Worth-Arlington, TX.......... Yes.............................. Yes.
Denver-Aurora-Lakewood, CO............... Yes.............................. Yes.
Durham-Chapel Hill, NC................... Yes.............................. Yes.
Nashville-Davidson--Murfreesboro-- ................................. Yes.
Franklin, TN.
Orlando-Kissimmee-Sanford, FL............ Yes.............................. Yes.
Raleigh, NC.............................. Yes.............................. Yes.
----------------------------------------------------------------------------------------------------------------
215. The markets identified in Table 1 are relevant markets in
which the agreements between RealPage and AIRM and YieldStar users to
align pricing collectively have harmed, or are likely to harm,
competition and thus renters.
216. Table 2 identifies relevant CBSAs by bedroom counts that are
relevant markets in which the agreements between RealPage and
landlords, and agreements among landlords, to share nonpublic,
competitively sensitive information for use in pricing conventional
multifamily rentals collectively have harmed, or are likely to harm,
competition and/or consumers. In each of these markets, the penetration
rate for AIRM and YieldStar ranges from at least around 27% to 42%, and
for AIRM, YieldStar, and OneSite ranges from at least around 33% to
45%.
Table 2--Core-Based Statistical Area (CBSA) Markets by Bedroom Count
----------------------------------------------------------------------------------------------------------------
Core-based statistical area (CBSA) Number of
markets beds YS/AIRM 30% or more YS/AIRM/OneSite 30% or more
----------------------------------------------------------------------------------------------------------------
Atlanta-Sandy Springs-Roswell, GA.... 1 Yes......................... Yes.
Atlanta-Sandy Springs-Roswell, GA.... 2 Yes......................... Yes.
Austin-Round Rock, TX................ 1 Yes......................... Yes.
Austin-Round Rock, TX................ 2 Yes......................... Yes.
Charleston-North Charleston, SC...... 1 Yes......................... Yes.
Charleston-North Charleston, SC...... 2 ............................ Yes.
Charlotte-Concord-Gastonia, NC-SC.... 1 Yes......................... Yes.
Charlotte-Concord-Gastonia, NC-SC.... 2 Yes......................... Yes.
Dallas-Fort Worth-Arlington, TX...... 1 Yes......................... Yes.
Dallas-Fort Worth-Arlington, TX...... 2 Yes......................... Yes.
Denver-Aurora-Lakewood, CO........... 1 Yes......................... Yes.
Denver-Aurora-Lakewood, CO........... 2 Yes......................... Yes.
Durham-Chapel Hill, NC............... 1 Yes......................... Yes.
Durham-Chapel Hill, NC............... 2 Yes......................... Yes.
Nashville-Davidson--Murfreesboro-- 1 Yes......................... Yes.
Franklin, TN.
Nashville-Davidson--Murfreesboro-- 2 ............................ Yes.
Franklin, TN.
Orlando-Kissimmee-Sanford, FL........ 1 Yes......................... Yes.
Orlando-Kissimmee-Sanford, FL........ 2 Yes......................... Yes.
Raleigh, NC.......................... 1 Yes......................... Yes.
Raleigh, NC.......................... 2 Yes......................... Yes.
----------------------------------------------------------------------------------------------------------------
217. The markets identified in Table 2 are relevant markets in
which the agreements between RealPage and AIRM and YieldStar users to
align pricing collectively have harmed, or are likely to harm,
competition and thus renters.
218. Even assuming available land and no regulatory constrictions,
local markets for conventional multifamily rental housing feature
substantial barriers to entry. Landlords seeking to respond to rising
rental prices by expanding supply, rather than simply acquiring an
existing property, typically face substantial lead times to construct a
new multifamily property. Additionally, there are significant upfront
capital costs, including to fund expenditures on building material and
labor, that are recuperated over time,
[[Page 8582]]
which may require landlords to secure financing.
Q. Commercial Revenue Management Software Market
219. RealPage has monopoly power in the market for commercial
revenue management software for conventional multifamily housing
rentals in the United States, with a durable market share over 80%,
according to internal documents and other information.
1. Product Market
220. Commercial revenue management software for conventional
multifamily housing rentals is a relevant antitrust product market.
221. Other methods for pricing conventional multifamily housing
units are not reasonable substitutes for commercial revenue management
software. RealPage and others in the industry recognize that revenue
management software companies for multifamily housing units compete
primarily against each other and not manual or do-it-yourself pricing
methods.
222. Internal documents from RealPage refer specifically to
commercial revenue management for multifamily housing and recognize
RealPage's substantial market share. For example, a 2021 strategy
presentation described RealPage as ``the market leader in commercial
revenue management for multifamily [housing] with 45 of the 50 Top NMHC
Owner and Operators'' all using RealPage's revenue management products.
223. A presentation to RealPage's board in 2022 noted that
``[RealPage] has gained [the] pole position in Revenue Management
largely through the success of AI Revenue Management, which has become
RealPage's leading differentiating product.'' Additionally, the
presentation described how ``Revenue Management is experiencing strong
growth driven by AIRM'' due to its ``PMS agnostic approach'' which
gives RealPage the ability to aggregate data from its clients resulting
in ``revenue management [that] has achieved a market share of 95% of
the top 50 owners and operators.''
224. RealPage acknowledges its market power and durable market
position. A 2023 RealPage presentation reviewing the use of artificial
intelligence in property technology noted that ``RealPage is already
the de facto market leader in certain key areas at leveraging AI for
multifamily proptech'' and shows ``revenue management'' as the area
where it is the furthest ahead.'' Later, the same presentation noted
that RealPage's current offer for revenue management is ``best-in-
class'' and that ``[n]o other company is cross-pollinating their
pricing tools with data in a way similar to [RealPage].'' As early as
2019, a RealPage presentation for clients stated that RealPage ``has
around 80% of the Revenue Management market share.'' That share has
proved durable over time. In 2023, during a sales pitch to a property
owner, a RealPage representative noted that ``[RealPage] has 80% to 85%
of the market share with the closest competitor around 12% (<750K
units).''
225. In late 2021, a RealPage employee preparing competitor
intelligence explained to RealPage's chief economist that RealPage
``dominate[d]'' revenue management. He added that RealPage
``dominate[d]'' Yardi and Entrata, which are the next two largest
commercial revenue management competitors.
226. RealPage's monopoly power is protected by barriers to entry,
including the unlawful collection and use of competitors' nonpublic
transactional data on millions of multifamily units.
227. Landlords also recognize RealPage's substantial market share
and market power over commercial revenue management software. In 2024,
a landlord revenue management executive testified that manual pricing
does not compete with AIRM. The same landlord pitched YieldStar to its
owner clients by explaining that ``it's evident manual pricing cannot
solve at the level a revenue management tool can.''
228. In a 2023 pricing dispute with a large landlord, RealPage
refused to lower the price for its AIRM software. In response, an
employee employed by the landlord noted that it was no surprise they
would not decrease their price, remarking that ``[h]ere is the joy of a
monopoly on a product category.'' In 2021, a different landlord
commented that ``the entire industry is feeling the monopolizing
effects of RealPage right now and everyone is hungry for a new
product.'' A third landlord noted during AIRM renewal negotiations in
2022 that it had no options besides RealPage, with a senior executive
stating about RealPage, ``too bad they have a monopoly going here!''
Also in 2022, a fourth landlord, in the face of RealPage pushing a 400%
increase in annual revenue management costs over a five-year period,
bemoaned the ``limited competition in the market around revenue
management tools'' and how ``the industry desperately needs a solid
competitor,'' and then discussed a plan to ``incubate a viable
alternative to AIRM in the future.'' In 2024, that alternative had less
than one half of one percent market share.
2. Geographic Market
229. The United States is a relevant geographic market for
commercial revenue management software. RealPage sells its commercial
revenue management software in the United States and tracks its
business in the United States in the ordinary course of business.
RealPage sets its subscription prices on a nationwide basis. Further,
RealPage can deploy its commercial revenue management software, which
may use inputs from properties located throughout the country, in any
U.S. state. Landlords in the United States purchase commercial revenue
management software from RealPage to set rental prices for renters in
the United States. Many landlords have centralized revenue management
teams that set nationwide revenue management policies and conduct
revenue management trainings for their employees across the United
States.
VII. Jurisdiction, Venue, and Commerce
230. The United States brings this action pursuant to Section 4 of
the Sherman Act, 15 U.S.C. 4, to prevent and restrain RealPage's
violations of Sections 1 and 2 of the Sherman Act, 15 U.S.C. 1, 2.
231. The Attorneys General assert these claims based on their
independent authority to bring this action pursuant to Section 16 of
the Clayton Act, 15 U.S.C. 26, and common law, to obtain injunctive and
other equitable relief based on RealPage's anticompetitive practices in
violation of Sections 1 and 2 of the Sherman Act, 15 U.S.C. 1, 2.
232. The Attorneys General are the chief legal officers of their
respective States. They have authority to bring actions to protect the
economic well-being of their States and their residents, and to seek
injunctive relief to remedy and protect against harm resulting from
violations of the antitrust laws.
233. This Court has subject matter jurisdiction over this action
under Section 4 of the Sherman Act, 15 U.S.C. 4, and 28 U.S.C. 1331,
1337(a), and 1345.
234. The Court has personal jurisdiction over RealPage, Inc.
(``RealPage''); venue is proper in this District under Section 12 of
the Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 1391 because
RealPage transacts business and resides within this District.
235. RealPage is a privately-owned company organized and existing
under the laws of the State of Delaware and is headquartered in
Richardson, Texas. It
[[Page 8583]]
is registered to do business in the State of North Carolina as a
foreign corporation offering software solutions for the multifamily
housing industry and software as a service.
236. RealPage engages in, and its activities substantially affect,
interstate trade and commerce. RealPage provides a range of products
and services that are marketed, distributed, and offered to consumers
throughout the United States and across state lines.
237. The Court has personal jurisdiction over Camden Property Trust
(``Camden''); venue is proper in this District under Section 12 of the
Clayton Act, 15. U.S.C. 22, and under 28 U.S.C. 1391 because Camden
transacts business and resides within this District.
238. Camden is a publicly-traded multifamily company organized
under the laws of the State of Delaware and is headquartered in
Houston, Texas. Camden is registered to do business in the State of
North Carolina. Camden owns or manages at least one multifamily rental
property using AIRM within this District.
239. Camden engages in, and its activities substantially affect,
interstate trade and commerce. Camden owns or manages multifamily
rental units across the United States, including within this District.
Camden's rental properties are marketed and offered to consumers
throughout the United States and across state lines.
240. The Court has personal jurisdiction over Cortland Management,
LLC (``Cortland''); venue is proper in this District under Section 12
of the Clayton Act, 15. U.S.C. 22, and under 28 U.S.C. 1391 because
Cortland transacts business and resides within this District.
241. Cortland is a privately-owned company organized under the laws
of the State of Delaware and is headquartered in Atlanta, Georgia.
Cortland is responsible for the management of multifamily rental
housing properties, either directly owned by an affiliated entity or
other third-party owners of multifamily housing properties. Cortland is
registered to do business in the State of North Carolina. Cortland owns
or manages multiple multifamily rental properties within this District,
which use (or recently used) AIRM. Cortland has a registered agent for
service of process in this District.
242. Cortland engages in, and its activities substantially affect,
interstate trade and commerce. Cortland owns or manages multifamily
rental units across the United States, including within this District.
Cortland's rental properties are marketed and offered to consumers
throughout the United States and across state lines.
243. The Court has personal jurisdiction over Cushman & Wakefield,
Inc. (``Cushman & Wakefield'') and Pinnacle Property Management
Services, LLC (``Pinnacle''); venue is proper in this District under
Section 12 of the Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 1391
because Cushman & Wakefield, including its subsidiary Pinnacle,
transacts business and resides within this District.
244. Cushman & Wakefield is organized under the laws of the State
of New York and is headquartered in Chicago, Illinois. Cushman &
Wakefield's multifamily rental property business is operated through
its subsidiary Pinnacle, and also under the Cushman & Wakefield name
since acquiring Pinnacle in March 2020. Pinnacle is organized under the
laws of the State of Delaware and is headquartered in Frisco, Texas.
Pinnacle is registered to do business in the State of North Carolina.
Cushman & Wakefield U.S., Inc. is also registered to do business in the
State of North Carolina. Pinnacle owns or manages multiple multifamily
rental properties using YieldStar within this District.
245. Cushman & Wakefield engages in, and its activities
substantially affect, interstate trade and commerce. Through Pinnacle,
Cushman & Wakefield owns or manages multifamily rental units across the
United States, including within this District. Cushman & Wakefield
provides a range of multifamily property and revenue management
services that are marketed and offered to consumers throughout the
United States and across state lines.
246. The Court has personal jurisdiction over Greystar Real Estate
Partners, LLC (``Greystar''); venue is proper in this District under
Section 12 of the Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 1391
because Greystar transacts business and resides within the District.
247. Greystar is a privately-owned company organized under the laws
of the State of Delaware and is headquartered in Charleston, South
Carolina. A Greystar management services entity is registered to do
business in the State of North Carolina. Greystar owns or manages
multiple multifamily rental properties using AIRM within this District.
248. Greystar engages in, and its activities substantially affect,
interstate trade and commerce. Through its subsidiaries, including
Greystar Management Services, LLC, Greystar North America Holdings,
LLC, and GREP Washington, LLC, Greystar owns or manages multifamily
rental units across the United States, including within this District.
Greystar provides a range of products and services that are marketed
and offered to consumers throughout the United States and across state
lines.
249. The Court has personal jurisdiction over LivCor, LLC
(``LivCor''); venue is proper in this District under Section 12 of the
Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 1391 because LivCor
transacts business and resides within this District.
250. LivCor is a privately-owned company organized under the laws
of the State of Delaware and is headquartered in Chicago, Illinois. It
is registered to do business in the State of North Carolina as a
foreign corporation engaging in ownership and investment in real
property and related services. LivCor owns or provides asset management
services at least one multifamily rental property using AIRM within
this District.
251. LivCor engages in, and its activities substantially affect,
interstate trade and commerce. LivCor owns or provides asset management
services for multifamily rental units across the United States,
including within this District. LivCor provides multifamily asset
management services that are marketed and offered to consumers
throughout the United States and across state lines.
252. The Court has personal jurisdiction over Willow Bridge
Property Company LLC (``Willow Bridge''); venue is proper in this
District under 28 U.S.C. 1391 and Section 12 of the Clayton Act, 15
U.S.C. 22 because Willow Bridge transacts business and resides within
this District.
253. Willow Bridge is a privately-owned company organized under the
laws of the State of Texas and is headquartered in Dallas, Texas.
Willow Bridge is registered to do business in the State of North
Carolina as a foreign corporation offering services for the multifamily
real estate industry. Willow Bridge owns or manages multiple
multifamily rental properties using AIRM within this District.
254. Willow Bridge engages in, and its activities substantially
affect, interstate trade and commerce. Willow Bridge owns or manages
multifamily rental units across the United States, including within
this District. Willow Bridge's rental properties are marketed and
offered to consumers throughout the United States and across state
lines.
255. The Durham-Chapel Hill CBSA is partially or entirely within
the Middle District of North Carolina.
[[Page 8584]]
256. RealPage tracks the number of rental housing units that use
its commercial revenue management software products, including AIRM and
YieldStar, by market (i.e., a CBSA) and submarket, and several of these
markets and submarkets are entirely or partially within North Carolina.
These RealPage-defined markets include Raleigh/Durham, NC; Charlotte-
Concord-Gastonia, NC-SC; Greensboro/Winston-Salem, NC; Wilmington, NC;
Fayetteville, NC; and Asheville, NC. The submarkets include Southwest
Durham, Northwest Durham/Downtown, East Durham, and Chapel Hill/
Carrboro, all of which are located entirely or partially within this
District.
257. Defendant Landlords each own or manage one or more properties
in one or more relevant markets within the Middle District of North
Carolina for which they, along with other landlords and RealPage,
currently agree (or have in the past agreed) to share information and
align pricing by using AIRM or YieldStar to generate rental pricing
using pooled, competitively sensitive information.
258. A substantial part of the activities and conduct giving rise
to the claims asserted in this Complaint occurred within this District.
As alleged in paragraphs 208-211 above and Appendices A and B below,
relevant local geographic markets in which competition and renters have
been harmed by RealPage's anticompetitive conduct include the RealPage-
defined submarkets in Raleigh/Durham. As alleged in paragraphs 214-217
above, relevant geographic markets in which competition and renters
have been harmed by RealPage's anticompetitive conduct include the
Durham-Chapel Hill CBSA.
VIII. Violations Alleged
First Claim for Relief: Violation of Section 1 of the Sherman Act by
Unlawfully Sharing Information for Use in Competitors' Pricing
(By All Plaintiffs Against RealPage, Cushman & Wakefield, Greystar,
LivCor, and Pinnacle; By All Plaintiffs Except Washington Against
Camden and Willow Bridge; By the United States, Colorado, and North
Carolina Against Cortland)
259. Plaintiffs incorporate the allegations of paragraphs 1 through
258 above.
260. Each landlord using AIRM and YieldStar, including each
Defendant Landlord, has agreed with RealPage to provide RealPage daily
nonpublic, competitively sensitive data. RealPage invites each landlord
to share this information so that it can be pooled to generate pricing
recommendations for the landlord and its competitors. Each of these
landlords, including Defendant Landlords, uses (or has used) RealPage
software, knowing or learning that RealPage will use this data to train
its models and provide floor plan price recommendations and unit-level
pricing not only for the landlord, but for the landlord's competitors
(and vice versa). Landlords are therefore joining together in a way
that deprives the market of fully independent centers of decision-
making on pricing.
261. Each landlord using OneSite, Business Intelligence, or
Performance Analytics with Benchmarking has agreed with RealPage to
provide RealPage daily nonpublic, competitively sensitive data.
RealPage invites each landlord to share this information, and each of
these landlords understands that RealPage will use this data in
RealPage's other products, including revenue management products that
provide pricing recommendations and prices to competing landlords.
262. The transactional data these landlords agree to provide to
RealPage, and indirectly to each other, includes current, forward-
looking, granular, and highly competitively sensitive information. It
includes information on effective rents, rent discounts, occupancy
rates, availability, lease dates, lease terms, unit amenities, and unit
layouts. Landlords also shared information on guest cards and lease
applications.
263. Landlords, including Defendant Landlords and other landlords
that compete with each other in the relevant markets alleged, have
agreed with one another, through RealPage and directly, to exchange
nonpublic, competitively sensitive data, both through RealPage's
revenue management software and by other means. The other means include
RealPage user groups, direct communications, market surveys, and other
intermediaries. The information exchanged includes future pricing
plans, current pricing and occupancy rates, pricing discounts, and
guest traffic.
264. RealPage uses this nonpublic, competitively sensitive data to
train its AIRM models and provide floor plan price recommendations and
unit-level pricing to AIRM- and YieldStar-using landlords. AIRM and
YieldStar are designed to increase prices as much as possible and
minimize price decreases.
265. RealPage engages in a variety of conduct to increase
compliance with the output of its products and the objectives it touts.
266. The sharing of nonpublic, competitively sensitive data with
RealPage, and its use in AIRM and YieldStar, is anticompetitive. It
harms or is likely to harm the competitive process and results, or is
likely to result, in harm to renters and prospective renters in at
least the relevant antitrust markets identified in this complaint.
267. In each relevant market, RealPage and participating landlords
collectively have sufficient market power, including market and data
penetration, to harm the competitive process and renters.
268. AIRM and YieldStar do not benefit the competitive process or
renters. Any theoretical benefits are outweighed by harm to the
competitive process and to renters.
269. Less restrictive alternatives are available to RealPage and
the market. RealPage has recently altered AIRM or YieldStar for some
clients to remove those clients' access to competitors' nonpublic data
in at least certain portions of the software. RealPage has the ability
to make changes to remove broader access to competitors' nonpublic data
in AIRM and YieldStar. RealPage has the capability to modify its
software products to eliminate competitive defects. LRO does not
require the same type and quantity of nonpublic, transactional data
pulled from competitors' property management software.\12\ RealPage has
stopped offering LRO to new clients and made plans to discontinue LRO
for legacy clients by the end of 2024.
---------------------------------------------------------------------------
\12\ Landlords may nevertheless use LRO in ways that may likely
harm competition, as illustrated in paragraphs 59-60 and 100 above.
---------------------------------------------------------------------------
Second Claim for Relief: Violation of Section 1 of the Sherman Act
Through Agreements To Align Pricing
(By All Plaintiffs Against RealPage, Cushman & Wakefield, Greystar,
LivCor, and Pinnacle; By All Plaintiffs Except Washington Against
Camden and Willow Bridge; By the United States, Colorado, and North
Carolina Against Cortland)
270. Plaintiffs incorporate the allegations of paragraphs 1 through
268 above.
271. Each landlord, including Defendant Landlords, that licenses
AIRM or YieldStar has agreed with RealPage to use the software as it
has been designed. This includes providing nonpublic, competitively
sensitive transactional data to RealPage, but more broadly is an
agreement to use AIRM or YieldStar as the means to price the landlord's
rental units. The landlord agrees to review AIRM or YieldStar floor
plan price recommendations, use AIRM
[[Page 8585]]
or YieldStar to set a scheduled floor plan rent, and use the AIRM or
YieldStar pricing matrix to price units to renters.
272. AIRM and YieldStar are designed to ``raise the tide'' for all
landlords, including AIRM- and YieldStar-using landlords. AIRM and
YieldStar have the likely effect of aligning users' pricing processes,
strategies, and pricing responses.
273. These landlords understand this effect, and it is a reason why
they sign up for and use AIRM or YieldStar and discuss their usage with
one another in user group meetings and other settings.
274. RealPage engages in a variety of conduct to increase
compliance with the output of its products and the objectives it touts.
275. RealPage's user group meetings and its revenue management
certification program facilitate landlords' agreements with RealPage to
align pricing.
276. Taken together, the agreements between each AIRM or YieldStar
landlord and RealPage to use AIRM or YieldStar, respectively, harm or
are likely to harm the competitive process and renters.
277. The agreement by a landlord to use AIRM or YieldStar is an
agreement to align users' pricing processes, strategies, and pricing
responses. Collectively, these agreements between landlords using AIRM
or YieldStar and RealPage are harmful to the competitive process and to
renters.
278. In each relevant submarket and CBSA, RealPage and
participating AIRM or YieldStar landlords collectively have sufficient
market power, including market and data penetration, to harm the
competitive process and renters.
279. AIRM and YieldStar do not benefit the competitive process or
renters. Any theoretical benefits are outweighed by harm to the
competitive process and to renters, and less restrictive alternatives
are available to RealPage and these landlords.
Third Claim for Relief: Violation of Section 2 of the Sherman Act
Through Monopolization of the Commercial Revenue Management Software
Market
(By All Plaintiffs Against RealPage)
280. Plaintiffs incorporate the allegations of paragraphs 1 through
279 above.
281. Commercial revenue management software for conventional
multifamily housing rentals in the United States is a relevant
antitrust market, and RealPage has monopoly power in that market.
282. RealPage has unlawfully monopolized the commercial revenue
management market through unlawful exclusionary conduct. RealPage has
amassed a massive reservoir of competitively sensitive data from
competing landlords and used that data to sell AIRM and YieldStar.
RealPage has ensured that rivals cannot compete on the merits unless
they enter into similar agreements with landlords, offer to share
competitively sensitive information among rival landlords, and engage
in actions to increase compliance. As a result of its exclusionary
conduct, RealPage has been able to obstruct rival software providers
from competing via revenue management products that do not harm the
competitive process in addition to cementing its massive data and scale
advantage that keeps increasing due to self-reinforcing feedback
effects.
283. RealPage's anticompetitive acts have harmed the competitive
process and reduced feasible and less restrictive alternatives for
landlords, which alternatives thereby pose less risk of competitive
harm to renters.
284. RealPage's exclusionary conduct lacks a procompetitive
justification that offsets the harm caused by RealPage's
anticompetitive and unlawful conduct.
Fourth Claim for Relief, in the Alternative: Violation of Section 2 of
the Sherman Act Through Attempted Monopolization of the Commercial
Revenue Management Software Market
(By All Plaintiffs Against RealPage)
285. Plaintiffs incorporate the allegations of paragraphs 1 through
284 above.
286. Commercial revenue management software for conventional
multifamily housing rentals in the United States is a relevant
antitrust market.
287. RealPage has attempted to monopolize that market through
unlawful exclusionary conduct enhanced by its self-reinforcing data and
scale advantages. By amassing its massive reservoir of competitively
sensitive data from competing landlords and the follow-on benefits that
scale and its feedback effects provide in terms of blunting competition
among landlords, RealPage's conduct excludes commercial revenue
management rivals from competing on the merits in a lawful manner. As
such, it has increased, maintained, or protected RealPage's power.
288. RealPage's anticompetitive acts have harmed the competitive
process and reduced feasible and less restrictive alternatives for
landlords, which alternatives thereby pose less risk of competitive
harm to renters.
289. As inferred from the anticompetitive conduct described in
Sections IV and V, supra, RealPage has acted with a specific intent to
monopolize, and to eliminate effective competition in, the commercial
revenue management software market in the United States. There is a
dangerous probability that, unless restrained, RealPage will succeed in
monopolizing the commercial revenue management software market in
violation of Section 2 of the Sherman Act.
Fifth Claim for Relief: Violation of North Carolina Law
290. Plaintiff State of North Carolina incorporates the allegations
of Paragraphs 1 through 289 above.
291. Defendants engaged in the conduct alleged above while
operating their businesses in North Carolina markets, including, but
not limited to, the markets alleged in paragraphs 214, 216, 256, and
Appendices A and B. Defendants' anticompetitive conduct has affected
commerce in North Carolina to a substantial degree by harming the
competitive process and renters across the State including, but not
limited to, in the North Carolina markets identified in paragraphs 214,
216, 256, and Appendices A and B.
292. Defendants' acts as alleged in the First and Second claims for
reliefs stated in paragraphs 259-279 above, violate the North Carolina
Unfair or Deceptive Trade Practices Act in that they constitute
contracts in restraint of trade or commerce in North Carolina, and/or
acts and contracts in restraint of trade or commerce which violate the
principles of the common law. N.C.G.S. Sec. Sec. 75-1, 75-2.
293. Defendant Real Page's acts as alleged in the Third and Fourth
claims for relief stated in paragraphs 280-289, above, violate the
North Carolina Unfair or Deceptive Trade Practices Act, N.C.G.S. Sec.
75-1 et seq., in that they constitute unlawful monopolization of a part
of trade or commerce in North Carolina. N.C.G.S. Sec. 75-2.1.
294. Plaintiff State of North Carolina seeks the following remedies
available for claims under federal law and claims under N.C.G.S.
Sec. Sec. 75-1, 75-2, and 75-2.1, without limitation:
a. Injunctive and other equitable relief pursuant to Section 16 of
the Clayton Act, 15 U.S.C. 26, N.C.G.S. Sec. 75-14, and the common law
of North Carolina;
b. Civil penalties pursuant to N.C.G.S. Sec. 75-15.2, which
provides a penalty of up to $5,000 per violation;
c. Costs of suit, including expert witness fees, costs of
investigation, and attorney's fees pursuant to Section 16 of
[[Page 8586]]
the Clayton Act, 15 U.S.C. 26 and N.C.G.S. Sec. 75-16.1; and
d. Other remedies as the court may deem appropriate under the facts
and circumstances of the case.
Sixth Claim for Relief: Violation of California Law
295. The State of California incorporates the allegations of
Paragraphs 1 through 289 above.
296. Defendants' practices, as alleged above, violate the Sherman
Act sections 1 and 2 and therefore constitute unlawful business
practices under California's Unfair Competition Law (``UCL''), Cal.
Bus. & Prof. Code Sec. 17200, et seq.
297. Plaintiff State of California seeks the following:
a. injunctive relief and penalties pursuant to sections 17203 and
17206 of the UCL,
b. costs of suit, including expert witness fees, costs of
investigation, and attorney's fees pursuant to Section 16 of the
Clayton Act, 15 U.S.C. 26, and
c. other remedies as the court may deem appropriate under the facts
and circumstances of the case.
Seventh Claim for Relief: Violation of Colorado Law
298. Plaintiff State of Colorado repeats and re-alleges and
incorporates by reference Paragraphs 1 through 289 in this Complaint as
if fully set forth herein.
299. The acts alleged in the Complaint violate the Colorado
Antitrust Act, Sec. 6-4-101 et. seq., including C.R.S. Sec. 6-4-104
and C.R.S. Sec. 6-4-105. These violations substantially affect the
people of Colorado and have impacts within the State of Colorado.
300. Each of the unlawful agreements, arrangements, or acts alleged
herein constitute at least one distinct violation of the Colorado
Antitrust Act within the meaning of C.R.S. Sec. 6-4-113.
301. Defendants' acts alleged herein constitute a continuous
pattern and practice of behavior within the meaning of C.R.S. Sec. 6-
4-113(2)(c).
302. Defendants' acts alleged herein were willful within the
meaning of C.R.S. Sec. 6-4-113(2)(d).
303. The State of Colorado seeks the following remedies under
federal law and the Colorado Antitrust Act, including, without
limitation:
a. Injunctive and other equitable relief pursuant to Section 16 of
the Clayton Act, 15 U.S.C. 26 and C.R.S. Sec. 6-4-112;
b. Civil penalties pursuant to C.R.S. Sec. 6-4-113 for each
violation of the Colorado Antitrust Act;
c. Costs and attorneys' fees, pursuant to Section 16 of the Clayton
Act, 15 U.S.C. 26, and C.R.S. Sec. 6-4-112(5); and
d. Other remedies as the Court may deem appropriate based on the
facts properly alleged and proven.
Eighth Claim for Relief: Violation of Connecticut Law
304. Plaintiff State of Connecticut, acting by and through its
Attorney General pursuant to Conn. Gen. Stat. Sec. 35-44a,
incorporates the allegations of paragraphs 1 through 289 above. The
State of Connecticut brings its state and federal law claims for relief
against all Defendants except Cortland.
305. The acts alleged in the Complaint also constitute violations
of the Connecticut Antitrust Act, Conn. Gen. Stat. Sec. 35-24 et seq.
These violations had impacts within the State of Connecticut and
substantially affected the citizens of Connecticut.
306. Plaintiff State of Connecticut seeks all remedies available
under federal law and the Connecticut Antitrust Act, including, without
limitation, the following:
a. Civil penalties pursuant to Conn. Gen. Stat. Sec. 35-38, which
provides that in any action instituted by the Attorney General, any
person who has been held to have violated any of the provisions of the
Connecticut Antitrust Act shall forfeit and pay to the state a civil
penalty of not more than one million dollars for each violation;
b. Injunctive and other equitable relief pursuant to Section 16 of
the Clayton Act, 15 U.S.C. 26, Conn. Gen. Stat. Sec. Sec. 35-34, 35-
44a;
c. Costs and fees including, without limitation, costs of
investigation, litigation, expert witness fees, and attorney's fees
pursuant to Section 16 of the Clayton Act, 15 U.S.C. 26, Conn. Gen.
Stat. Sec. Sec. 35-34, 35-44a; and
d. Other remedies as the Court may deem appropriate under the facts
and circumstances of the case.
Ninth Claim for Relief: Violation of Illinois Law
307. Plaintiff State of Illinois, acting by and through its
Attorney General, incorporates the allegations of paragraphs 1 through
289 above. The State of Illinois brings its state and federal law
claims for relief against all Defendants except Cortland.
308. The acts alleged in the Complaint violate the Illinois
Antitrust Act, 740 ILCS 10/1 et seq., including 740 ILCS 10/3(1), 740
ILCS 10/3(2), and 740 ILCS 10/3(3). These violations substantially
affect the people of Illinois and have impacts within the State of
Illinois.
309. The State of Illinois seeks all available remedies under
federal law and the Illinois Antitrust Act, including, without
limitation:
a. Injunctive and other equitable relief pursuant to Section 16 of
the Clayton Act, 15 U.S.C. 26; and 740 ILCS 10/7;
b. Civil penalties pursuant to 740 ILCS 10/7(4) for each violation
of the Illinois Antitrust Act;
c. Disgorgement, damages, and/or other equitable or monetary relief
pursuant to federal law including Section 4 of the Sherman Act, 15
U.S.C. 4, Section 4c of the Clayton Act, 15 U.S.C. 15c and state law
including 740 ILCS 10/7, and treble damages for injuries sustained,
directly or indirectly, by individuals residing in Illinois to their
property, pursuant to the State of Illinois' parens patriae authority
under 740 ILCS 10/7(2);
d. Costs and attorneys' fees, pursuant to Section 4c of the Clayton
Act, 15 U.S.C. 15c, Section 16 of the Clayton Act, 15 U.S.C. 26, 740
ILCS 10/7(2); and
e. Other remedies as the Court may deem appropriate on the basis of
the facts properly alleged and proven.
Tenth Claim for Relief: Violation of Massachusetts Law
310. Plaintiff Commonwealth of Massachusetts repeats, realleges,
and incorporates the allegations of paragraphs 1 through 289 above as
if fully set forth herein. The Commonwealth of Massachusetts brings its
state and federal law claims for relief against all Defendants except
Cortland.
311. The acts alleged in the aforementioned paragraphs of this
Complaint, including but not limited to unlawful agreements in
restraint of trade and unlawful monopolization, constitute unfair
methods of competition and/or unfair or deceptive acts or practices in
trade or commerce in violation of the Massachusetts Consumer Protection
Act, M.G.L c. 93A Sec. 2 et seq.
312. Defendants knew or should have known that their conduct
violated the Massachusetts Consumer Protection Act, M.G.L c. 93A Sec.
2 et seq.
313. Plaintiff Commonwealth of Massachusetts is entitled to and
seeks the following relief under M.G.L. c. 93A Sec. 4:
a. Injunctive and other equitable relief pursuant to M.G.L. c. 93A
Sec. 4;
b. Civil penalties of up to $5,000 per each violation committed by
the Defendants pursuant to M.G.L. c. 93A Sec. 4;
c. Costs and fees including, without limitation, costs of
investigation, litigation, and attorneys' fees pursuant to M.G.L. c.
93A Sec. 4; and
d. Other remedies as the court may deem appropriate under the facts
and circumstances of the case.
[[Page 8587]]
314. The Commonwealth of Massachusetts notified the Defendants of
this intended action at least five days prior to the commencement of
this action and gave the Defendants an opportunity to confer in
accordance with M.G. L. c. 93A Sec. 4.
Eleventh Claim for Relief: Violation of Oregon Law
315. Plaintiff State of Oregon, acting by and through its Attorney
General, incorporates the allegations of paragraphs 1 through 289
above. The State of Oregon brings its state and federal law claims for
relief against all Defendants except Cortland.
316. The acts alleged in the Complaint also constitute violations
of the Oregon Antitrust Law, Oregon Revised Statutes (``ORS'') 646.705
to ORS 646.836. These violations had impacts within the State of Oregon
and substantially affected the people of Oregon.
317. The State of Oregon appears in its sovereign or quasi-
sovereign capacities and under its statutory, common law, and equitable
powers, and as parens patriae on behalf of natural persons residing in
the State of Oregon pursuant to ORS 646.775(1). The State of Oregon
seeks all remedies available under federal law and the Oregon Antitrust
Law, including, without limitation, the following:
a. Disgorgement and/or other equitable relief pursuant to federal
law including Section 4 of the Sherman Act, 15 U.S.C. 4, and state law
pursuant to ORS 646.770, and ORS 646.775;
b. Injunctive and other equitable relief pursuant to Section 16 of
the Clayton Act, 15 U.S.C. 26, ORS 646.760, ORS 646.770, and ORS
646.775;
c. Civil penalties pursuant to ORS 646.760(1) which provides that a
court may assess for the benefit of the state a civil penalty of not
more than $1,000,000 for each violation of the Oregon Antitrust Law,
d. Costs of suit, including expert witness fees, costs of
investigation, and attorney's fees pursuant to Section 16 of the
Clayton Act, 15 U.S.C. 26, ORS 646.760, ORS 646.770, ORS 646.775; and
e. Other remedies as the court may deem appropriate under the facts
and circumstances of the case.
Twelfth Claim for Relief: Violation of Tennessee Law
318. Plaintiff State of Tennessee incorporates the allegations of
paragraphs 1 through 289 above. The State of Tennessee brings its state
and federal law claims for relief against all Defendants except
Cortland.
319. Defendants engaged in the conduct described above,
individually and collectively, to thwart competition for multifamily
housing in Tennessee. This anticompetitive conduct in Tennessee harmed
thousands of multifamily renters across the state.
320. Defendants' business practices have caused a reduction in
competition in relevant Tennessee markets, including, but not limited
to, in the markets identified in paragraphs 214 and 216 and Appendices
A and B, and, as a result, Tennesseans have suffered anticompetitive
harms.
321. Accordingly, Defendants' actions violate the Tennessee Trade
Practices Act, Tenn. Code Ann. Sec. 47-25-101, as amended.
322. Defendant RealPage engaged in the conduct described above to
maintain its monopoly and exclude competing commercial revenue
management software competitors.
323. Accordingly, Defendant RealPage's actions violate the
Tennessee Trade Practices Act, Tenn. Code Ann. Sec. 47-25-102, as
amended.
324. This conduct has affected Tennessee trade and commerce to a
substantial degree.
325. To remedy this anticompetitive conduct, the Tennessee Attorney
General and Reporter seeks all remedies available to which it is
entitled under federal law and claims under Tenn. Code Ann. Sec. Sec.
47-25-101, 102, and 106, as amended, including, without limitation, the
following:
a. injunctive or other equitable relief; reasonable attorney fees,
costs, and expenses, pursuant to Section 16 of the Clayton Act, 15
U.S.C. 26, Tenn. Code Ann. Sec. 47-25-106(b), and the common law of
Tennessee;
b. civil penalties pursuant to Tenn. Code Ann. Sec. 47-25-106(g);
c. costs of suit, including expert witness fees, costs of
investigation, and attorney's fees pursuant to Section 16 of the
Clayton Act, 15 U.S.C. 26 and Tenn. Code Ann. Sec. 47-25-106(b); and
d. other legal and equitable remedies as the court may deem
appropriate and the interest of justice may require under the facts and
circumstances of the case.
Thirteenth Claim for Relief: Violation of Washington Law
326. The State of Washington incorporates the allegations in
Paragraphs 1 through 289, except for the portions of paragraphs 95, 96,
97, 117, 131, 171, and 228 that Washington was unable to review due to
confidentiality redactions. Washington reserves the right to adopt the
portions of those paragraphs which are later disclosed.
327. Washington brings its federal and state law claims for relief
against Defendants RealPage, Cushman & Wakefield, Pinnacle, Greystar,
and LivCor (``Washington Defendants'').
328. Washington Defendants engaged in the conduct alleged above
while operating their businesses in Washington. This anticompetitive
conduct in Washington harmed the competitive process and renters across
the State including in, but not limited to, the markets identified in
Appendices A and B.
329. The acts alleged in the paragraphs incorporated by the State
of Washington also constitute antitrust violations of the Washington
Consumer Protection Act under Wash. Rev. Code Sec. 19.86.030, which
declares unlawful every contract, combination, or conspiracy in
restraint of trade or commerce.
330. The acts alleged in the paragraphs incorporated by the State
of Washington also constitute antitrust violations of the Washington
Consumer Protection Act under Wash. Rev. Code Sec. 19.86.040, which
declares monopolization or attempts to monopolize unlawful.
331. Washington seeks the following remedies available under the
Washington Consumer Protection Act and federal law including, without
limitation, the following:
a. That the Court adjudge and decree that conduct alleged in the
complaint to be unlawful and in violation of the Washington Consumer
Protection Act, Wash. Rev. Code Sec. 19.86.030 and Sec. 19.86.040;
b. Injunctive and other equitable relief pursuant to Wash. Rev.
Code Sec. 19.86.080;
c. Damages including treble damages; disgorgement; and/or
restitution and any appropriate interest pursuant to federal law
including Sherman Act, 15 U.S.C. 4, 15c and pursuant to state law
including Wash. Rev. Code Sec. 19.86.080;
d. Civil penalties pursuant to Wash. Rev. Code Sec. 19.86.140;
e. Costs and attorney's fees and any appropriate interest on those
fees and costs pursuant to Sherman Act, 15 U.S.C. 15c and/or pursuant
to Wash. Rev. Code Sec. 19.86.080; and
f. Other remedies, including pre-judgement interest, as the court
may deem appropriate under the facts and circumstances of the case.
IX. Request for Relief
332. To remedy these illegal acts, Plaintiffs request that the
Court:
a. Adjudge and decree that Defendants have acted unlawfully to
restrain trade in conventional
[[Page 8588]]
multifamily rental housing markets across the United States in
violation of Section 1 of the Sherman Act, 15 U.S.C. 1;
b. Adjust and decree that RealPage has acted unlawfully to
monopolize, or attempt to monopolize, the commercial revenue management
software market in the United States in violation of Section 2 of the
Sherman Act, 15 U.S.C. 2;
c. Enjoin Defendants from continuing to engage in the
anticompetitive practices described herein and from engaging in any
other practices with the same purpose and effect as the challenged
practices;
d. Enter any other preliminary or permanent relief necessary and
appropriate to restore competitive conditions in the markets affected
by Defendants' unlawful conduct;
e. Enter any additional relief the Court finds just and proper; and
f. Award Plaintiffs an amount equal to their costs, including
reasonable attorneys' fees, incurred in bringing this action.
X. Demand for a Jury Trial
333. Pursuant to Federal Rule of Civil Procedure 38(b), Plaintiffs
demand a trial by jury of all issues properly triable to a jury in this
case.
Dated this 7th day of January, 2025.
Respectfully submitted,
For Plaintiff United States of America:
Doha Mekki,
Acting Assistant Attorney General.
Ryan Danks,
Director of Civil Enforcement.
Catherine K. Dick,
Acting Director of Litigation.
George C. Nierlich,
Deputy Director of Civil Enforcement.
Aaron Hoag,
Chief, Technology & Digital Platforms Section.
Danielle Hauck,
Assistant Chief, Technology & Digital Platforms Section.
Adam Severt,
Assistant Chief, Technology & Digital Platforms Section.
-----------------------------------------------------------------------
Henry C. Su,
Senior Litigation Counsel.
-----------------------------------------------------------------------
David A. Geiger, Sarah M. Bartels, Markus A. Brazill, Jessica
Butler-Arkow, Grant M. Fergusson, Ian Hoffman, John J. Hogan, Claire
M. Maddox, Arshia Najafi, Kris Anthony P[eacute]rez Hicks, Jariel A.
Rendell, Christine Sommer, Andrew Tisinger,
Attorneys, United States Department of Justice, Antitrust Division,
450 Fifth Street NW, Suite 7100, Washington, DC 20530, Telephone:
(202) 307-6200, Email: [email protected].
* Lead Attorney To Be Noticed.
For Plaintiff State of North Carolina:
Jeff Jackson,
Attorney General of North Carolina.
Daniel P. Mosteller,
Associate Deputy Attorney General.
-----------------------------------------------------------------------
Kunal J. Choksi,
Special Deputy Attorney General, N.C. Bar. No. 55666.
Jessica V. Sutton,
Special Deputy Attorney General, N.C. Bar No. 41652, North Carolina
Department of Justice, 114 W Edenton Street, Raleigh, NC 27603,
Telephone: 919-716-6032, Email: [email protected].
Attorneys for Plaintiff State of North Carolina.
For Plaintiff State of California:
Rob Bonta,
Attorney General of California.
Paula Blizzard,
Senior Assistant Attorney General.
Natalie Manzo,
Supervising Deputy Attorney General.
-----------------------------------------------------------------------
Doan-Phuong (Pamela) Pham, Quyen Toland,
Deputy Attorneys General, Office of the Attorney General, California
Department of Justice, 300 South Spring Street, Suite 1702, Los
Angeles, CA 90013, Tel: (213) 269-6000, Email:
[email protected].
Attorneys for Plaintiff State of California.
For Plaintiff State of Colorado:
Philip J. Weiser,
Attorney General.
-----------------------------------------------------------------------
Elizabeth W. Hereford,
Assistant Attorney General.
Bryn Williams,
First Assistant Attorney General, Colorado Department of Law, Office
of the Attorney General, Ralph L. Carr Judicial Center, 1300
Broadway, 7th Floor, Denver, CO 80203, Telephone: (720) 508-6000,
Email: [email protected].
Attorneys for Plaintiff State of Colorado.
For Plaintiff State of Connecticut:
William Tong,
Attorney General of Connecticut.
Jeremy Pearlman,
Associate Attorney General.
Nicole Demers,
Deputy Associate Attorney General.
-----------------------------------------------------------------------
Juli[aacute]n A. Qui[ntilde]ones Reyes,
Assistant Attorney General, Office of the Connecticut Attorney
General, 165 Capitol Avenue, Hartford, CT 06106, Telephone: (860)
808-5030, Email: [email protected].
Attorney for Plaintiff State of Connecticut.
For Plaintiff State of Illinois:
Kwame Raoul,
Attorney General of Illinois.
-----------------------------------------------------------------------
Daniel Betancourt,
Assistant Attorney General.
Jennifer M. Coronel,
Assistant Attorney General.
Paul J. Harper,
Assistant Attorney General.
Office of the Illinois Attorney General, 115 S LaSalle St., Floor
23, Chicago, IL 60603, Tel: (773) 758-4634, Email:
[email protected].
Attorneys for Plaintiff State of Illinois, Notices of Special
Appearance forthcoming.
For Plaintiff Commonwealth of Massachusetts:
Andrea Joy Campbell,
Attorney General.
-----------------------------------------------------------------------
Katherine W. Krems,
Assistant Attorney General.
Jennifer E. Greaney,
Assistant Attorney General, Deputy Chief.
Antitrust Division, Office of the Massachusetts Attorney General,
One Ashburton Place, 18th Floor, Boston, Massachusetts 02108, (617)
963-2189, [email protected]. [email protected].
Attorneys for Plaintiff Commonwealth of Massachusetts Notices of
Special Appearance forthcoming.
For Plaintiff State of Minnesota:
Keith Ellison,
Attorney General of Minnesota.
-----------------------------------------------------------------------
Katherine A. Moerke, Elizabeth Odette, Sarah Doktori,
Assistant Attorneys General, Office of the Minnesota Attorney
General, 445 Minnesota Street, Suite 600, St. Paul, MN 55101-2130,
[email protected], Telephone: (651) 757-1288,
[email protected], Telephone: (651) 728-7208,
[email protected], Telephone: (651) 583-6694.
Attorneys for Plaintiff State of Minnesota.
For Plaintiff State of Oregon:
Dan Rayfield,
Attorney General of Oregon.
-----------------------------------------------------------------------
Timothy D. Smith,
Attorney-in-Charge, Antitrust, False Claims, & Privacy Section,
Oregon Department of Justice, 100 SW Market St. Portland OR 97201,
503.798.3297 [verbar] [email protected].
Attorneys for Plaintiff State of Oregon.
For Plaintiff State of Tennessee:
Jonathan Skrmetti,
Attorney General of Tennessee.
-----------------------------------------------------------------------
S. Ethan Bowers,
Senior Assistant Attorney General.
Daniel Lynch,
Assistant Attorney General.
Office of the Tennessee Attorney General, P.O. Box 20207, Nashville,
Tennessee 37202, 6.15.837.5582 [verbar] [email protected].
Attorneys for State of Tennessee.
For Plaintiff State of Washington:
Robert W. Ferguson,
Attorney General.
-----------------------------------------------------------------------
Brian H. Rowe, Rachel A. Lumen, Sarah Smith-Levy, Kendall Scott
Cowles,
[[Page 8589]]
Assistant Attorneys General, 800 Fifth Avenue, Suite 2000, Seattle,
WA 98104-3188, (206) 464-7744, [email protected],
[email protected], [email protected],
[email protected].
Attorney for Plaintiff State of Washington.
XI. Appendix A: Submarkets
----------------------------------------------------------------------------------------------------------------
Area Submarket YS/AIRM 30% or more YS/AIRM/OneSite 30% or more
----------------------------------------------------------------------------------------------------------------
Anaheim-Santa Ana-Irvine, CA...... South Orange County. Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Alpharetta/Cumming.. Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Briarcliff.......... Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Buckhead............ Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Chamblee/Brookhaven. Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Decatur............. Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Downtown Atlanta.... Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Duluth.............. Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Dunwoody............ Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Kennesaw/Acworth.... Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Midtown Atlanta..... Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Norcross............ Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Northeast Atlanta... Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Northeast Cobb/ Yes...................... Yes.
Woodstock.
Atlanta-Sandy Springs-Roswell, GA. Northeast Gwinnett Yes...................... Yes.
County.
Atlanta-Sandy Springs-Roswell, GA. Roswell............. Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Sandy Springs....... Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Smyrna.............. Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. South Cobb County/ Yes...................... Yes.
Douglasville.
Atlanta-Sandy Springs-Roswell, GA. Southeast Gwinnett Yes...................... Yes.
County.
Atlanta-Sandy Springs-Roswell, GA. Southeast Marietta.. Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Southwest Atlanta... Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. Vinings............. Yes...................... Yes.
Atlanta-Sandy Springs-Roswell, GA. West Atlanta........ Yes...................... Yes.
Austin-Round Rock, TX............. Arboretum........... Yes...................... Yes.
Austin-Round Rock, TX............. Cedar Park.......... Yes...................... Yes.
Austin-Round Rock, TX............. Downtown/University. Yes...................... Yes.
Austin-Round Rock, TX............. East Austin......... Yes...................... Yes.
Austin-Round Rock, TX............. Far South Austin.... Yes...................... Yes.
Austin-Round Rock, TX............. Far West Austin..... Yes...................... Yes.
Austin-Round Rock, TX............. Near North Austin... Yes...................... Yes.
Austin-Round Rock, TX............. North Central Austin Yes...................... Yes.
Austin-Round Rock, TX............. Northwest Austin.... Yes...................... Yes.
Austin-Round Rock, TX............. Pflugerville/Wells Yes...................... Yes.
Branch.
Austin-Round Rock, TX............. Round Rock/ Yes...................... Yes.
Georgetown.
Austin-Round Rock, TX............. South Austin........ Yes...................... Yes.
Austin-Round Rock, TX............. Southwest Austin.... Yes...................... Yes.
Baltimore-Columbia-Towson, MD..... Columbia/North Yes...................... Yes.
Laurel.
Birmingham-Hoover, AL............. Southeast Birmingham Yes...................... Yes.
Boston-Cambridge-Newton, MA-NH.... Chelsea/Revere/ ......................... Yes.
Charlestown.
Boston-Cambridge-Newton, MA-NH.... East Middlesex ......................... Yes.
County.
Boston-Cambridge-Newton, MA-NH.... Quincy.............. ......................... Yes.
Boston-Cambridge-Newton, MA-NH.... West Norfolk County. ......................... Yes.
Charleston-North Charleston, SC... Downtown/Mount Yes...................... Yes.
Pleasant/Islands.
Charleston-North Charleston, SC... West Ashley......... Yes...................... Yes.
Charlotte-Concord-Gastonia, NC-SC. Ballantyne.......... Yes...................... Yes.
Charlotte-Concord-Gastonia, NC-SC. Huntersville/ Yes...................... Yes.
Cornelius.
Charlotte-Concord-Gastonia, NC-SC. Matthews/Southeast ......................... Yes.
Charlotte.
Charlotte-Concord-Gastonia, NC-SC. Myers Park.......... Yes...................... Yes.
Charlotte-Concord-Gastonia, NC-SC. North Charlotte..... Yes...................... Yes.
Charlotte-Concord-Gastonia, NC-SC. South Charlotte..... Yes...................... Yes.
Charlotte-Concord-Gastonia, NC-SC. Southwest Charlotte. Yes...................... Yes.
Charlotte-Concord-Gastonia, NC-SC. UNC Charlotte....... Yes...................... Yes.
Charlotte-Concord-Gastonia, NC-SC. Uptown/South End.... Yes...................... Yes.
Chicago-Naperville-Elgin, IL-IN-WI The Loop............ Yes...................... Yes.
Colorado Springs, CO.............. North Colorado Yes...................... Yes.
Springs.
Dallas-Plano-Irving, TX........... Addison/Bent Tree... Yes...................... Yes.
Dallas-Plano-Irving, TX........... Allen/McKinney...... Yes...................... Yes.
Dallas-Plano-Irving, TX........... Carrollton/Farmers Yes...................... Yes.
Branch.
Dallas-Plano-Irving, TX........... Central/East Plano.. Yes...................... Yes.
Dallas-Plano-Irving, TX........... East Dallas......... Yes...................... Yes.
Dallas-Plano-Irving, TX........... Frisco.............. Yes...................... Yes.
Dallas-Plano-Irving, TX........... Grand Prairie....... Yes...................... Yes.
Dallas-Plano-Irving, TX........... Intown Dallas....... Yes...................... Yes.
Dallas-Plano-Irving, TX........... Las Colinas/Coppell. Yes...................... Yes.
Dallas-Plano-Irving, TX........... Lewisville/Flower Yes...................... Yes.
Mound.
Dallas-Plano-Irving, TX........... North Irving........ Yes...................... Yes.
Dallas-Plano-Irving, TX........... North Oak Cliff/West Yes...................... Yes.
Dallas.
Dallas-Plano-Irving, TX........... Oak Lawn/Park Cities Yes...................... Yes.
[[Page 8590]]
Dallas-Plano-Irving, TX........... Richardson.......... Yes...................... Yes.
Dallas-Plano-Irving, TX........... Rockwall/Rowlett/ Yes...................... Yes.
Wylie.
Dallas-Plano-Irving, TX........... The Colony/Far North Yes...................... Yes.
Carrollton.
Dallas-Plano-Irving, TX........... West Plano.......... Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ Broomfield.......... Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ Downtown/Highlands/ Yes...................... Yes.
Lincoln Park.
Denver-Aurora-Lakewood, CO........ Highlands Ranch..... Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ Littleton........... Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ Northeast Denver.... Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ Parker/Castle Rock.. Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ South Lakewood...... Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ Southeast Aurora/ Yes...................... Yes.
East Arapahoe
County.
Denver-Aurora-Lakewood, CO........ Southeast Denver.... Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ Tech Center......... Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ Thornton/Northglenn. Yes...................... Yes.
Denver-Aurora-Lakewood, CO........ Westminster......... Yes...................... Yes.
Fort Lauderdale-Pompano Beach- Plantation/Davie/ Yes...................... Yes.
Deerfield Beach, FL. Weston.
Fort Worth-Arlington, TX.......... Grapevine/Southlake. Yes...................... Yes.
Fort Worth-Arlington, TX.......... Northeast Fort Worth/ ......................... Yes.
North Richland
Hills.
Hartford-West Hartford-East Southeast Hartford/ ......................... Yes.
Hartford, CT. Middlesex County.
Houston-The Woodlands-Sugar Land, Bear Creek.......... Yes...................... Yes.
TX.
Houston-The Woodlands-Sugar Land, Downtown/Montrose/ Yes...................... Yes.
TX. River Oaks.
Houston-The Woodlands-Sugar Land, Far West Houston.... Yes...................... Yes.
TX.
Houston-The Woodlands-Sugar Land, Friendswood/Pearland Yes...................... Yes.
TX.
Houston-The Woodlands-Sugar Land, Galleria/Uptown..... Yes...................... Yes.
TX.
Houston-The Woodlands-Sugar Land, Greater Heights/ Yes...................... Yes.
TX. Washington Avenue.
Houston-The Woodlands-Sugar Land, Greenway/Upper Kirby Yes...................... Yes.
TX.
Houston-The Woodlands-Sugar Land, Katy................ Yes...................... Yes.
TX.
Houston-The Woodlands-Sugar Land, Memorial............ Yes...................... Yes.
TX.
Houston-The Woodlands-Sugar Land, Sugar Land/Stafford. Yes...................... Yes.
TX.
Houston-The Woodlands-Sugar Land, The Woodlands....... Yes...................... Yes.
TX.
Houston-The Woodlands-Sugar Land, West University/ Yes...................... Yes.
TX. Medical Center/
Third Ward.
Jacksonville, FL.................. Baymeadows.......... Yes...................... Yes.
Jacksonville, FL.................. Upper Southside..... Yes...................... Yes.
Kansas City, MO-KS................ Lee's Summit/Blue Yes...................... Yes.
Springs/Raytown.
Las Vegas-Henderson-Paradise, NV.. Henderson........... Yes...................... Yes.
Las Vegas-Henderson-Paradise, NV.. Northwest Las Vegas. Yes...................... Yes.
Las Vegas-Henderson-Paradise, NV.. Summerlin/The Lakes. Yes...................... Yes.
Los Angeles-Long Beach-Glendale, Downtown Los Angeles Yes...................... Yes.
CA.
Memphis, TN-MS-AR................. Cordova/Bartlett.... Yes...................... Yes.
Memphis, TN-MS-AR................. Germantown/ Yes...................... Yes.
Collierville.
Mobile/Daphne, AL................. North Mobile........ Yes...................... Yes.
Nashville-Davidson-Murfreesboro- Central Nashville... Yes...................... Yes.
Franklin, TN.
Nashville-Davidson-Murfreesboro- East Nashville...... Yes...................... Yes.
Franklin, TN.
Nashville-Davidson-Murfreesboro- Franklin/Brentwood.. Yes...................... Yes.
Franklin, TN.
Nashville-Davidson-Murfreesboro- South Nashville..... Yes...................... Yes.
Franklin, TN.
Nashville-Davidson-Murfreesboro- Southeast Nashville. Yes...................... Yes.
Franklin, TN.
Nashville-Davidson-Murfreesboro- West Nashville...... ......................... Yes.
Franklin, TN.
Orlando-Kissimmee-Sanford, FL..... Altamonte Springs/ Yes...................... Yes.
Apopka.
Orlando-Kissimmee-Sanford, FL..... Casselberry/Winter Yes...................... Yes.
Springs/Oviedo.
Orlando-Kissimmee-Sanford, FL..... Central Orlando..... Yes...................... Yes.
Orlando-Kissimmee-Sanford, FL..... East Orange County.. Yes...................... Yes.
Orlando-Kissimmee-Sanford, FL..... East Orlando........ Yes...................... Yes.
Orlando-Kissimmee-Sanford, FL..... Kissimmee/Osceola Yes...................... Yes.
County.
Orlando-Kissimmee-Sanford, FL..... Sanford/Lake Mary... Yes...................... Yes.
Orlando-Kissimmee-Sanford, FL..... South Orange County. Yes...................... Yes.
Orlando-Kissimmee-Sanford, FL..... Southwest Orlando... Yes...................... Yes.
Orlando-Kissimmee-Sanford, FL..... Winter Park/Maitland Yes...................... Yes.
Phoenix-Mesa-Scottsdale, AZ....... Chandler............ Yes...................... Yes.
Phoenix-Mesa-Scottsdale, AZ....... Deer Valley......... Yes...................... Yes.
Phoenix-Mesa-Scottsdale, AZ....... North Glendale...... Yes...................... Yes.
Phoenix-Mesa-Scottsdale, AZ....... South Phoenix....... Yes...................... Yes.
Portland-Vancouver-Hillsboro, OR- Aloha/West Beaverton Yes...................... Yes.
WA.
Portland-Vancouver-Hillsboro, OR- Central Portland.... Yes...................... Yes.
WA.
Portland-Vancouver-Hillsboro, OR- Hillsboro........... Yes...................... Yes.
WA.
Portland-Vancouver-Hillsboro, OR- Lake Oswego/Tualatin/ Yes...................... Yes.
WA. Wilsonville.
Raleigh/Durham, NC................ Central Raleigh..... Yes...................... Yes.
Raleigh/Durham, NC................ Chapel Hill/Carrboro Yes...................... Yes.
Raleigh/Durham, NC................ East Durham......... Yes...................... Yes.
Raleigh/Durham, NC................ Far North Raleigh... Yes...................... Yes.
Raleigh/Durham, NC................ Near North Raleigh.. Yes...................... Yes.
Raleigh/Durham, NC................ North Cary/ Yes...................... Yes.
Morrisville.
[[Page 8591]]
Raleigh/Durham, NC................ Northeast Raleigh... Yes...................... Yes.
Raleigh/Durham, NC................ Northwest Durham/ ......................... Yes.
Downtown.
Raleigh/Durham, NC................ Northwest Raleigh... Yes...................... Yes.
Raleigh/Durham, NC................ South Cary/Apex..... Yes...................... Yes.
Raleigh/Durham, NC................ Southwest Durham.... Yes...................... Yes.
Reno, NV.......................... South Reno.......... Yes...................... Yes.
Richmond, VA...................... Northwest Richmond.. Yes...................... Yes.
Richmond, VA...................... Tuckahoe/Westhampton Yes...................... Yes.
Riverside-San Bernardino-Ontario, Corona.............. ......................... Yes.
CA.
Riverside-San Bernardino-Ontario, Rancho Cucamonga/ Yes...................... Yes.
CA. Upland.
Riverside-San Bernardino-Ontario, Temecula/Murrieta... Yes...................... Yes.
CA.
Salt Lake City/Ogden/Clearfield, Midvale/Sandy/Draper Yes...................... Yes.
UT.
Salt Lake City/Ogden/Clearfield, Southwest Salt Lake Yes...................... Yes.
UT. City.
San Antonio-New Braunfels, TX..... Far North Central Yes...................... Yes.
San Antonio.
San Antonio-New Braunfels, TX..... Far Northwest San Yes...................... Yes.
Antonio.
San Antonio-New Braunfels, TX..... North Central San ......................... Yes.
Antonio.
San Antonio-New Braunfels, TX..... Northwest San Yes...................... Yes.
Antonio.
San Diego-Carlsbad, CA............ Downtown San Diego/ ......................... Yes.
Coronado.
San Diego-Carlsbad, CA............ Northeast San Diego. Yes...................... Yes.
Seattle-Bellevue-Everett, WA...... Downtown Seattle.... ......................... Yes.
Seattle-Bellevue-Everett, WA...... Federal Way/Des ......................... Yes.
Moines.
Seattle-Bellevue-Everett, WA...... Redmond............. ......................... Yes.
Seattle-Bellevue-Everett, WA...... Renton.............. Yes...................... Yes.
Tampa-St. Petersburg-Clearwater, Carrollwood/Citrus Yes...................... Yes.
FL. Park.
Tampa-St. Petersburg-Clearwater, Central Tampa....... Yes...................... Yes.
FL.
Tampa-St. Petersburg-Clearwater, Town and Country/ Yes...................... Yes.
FL. Westchase.
Tucson, AZ........................ Casas Adobes/Oro Yes...................... Yes.
Valley.
Tucson, AZ........................ Catalina Foothills.. Yes...................... Yes.
Washington-Arlington-Alexandria, Germantown.......... Yes...................... Yes.
DC-VA-MD-WV.
Washington-Arlington-Alexandria, Loudoun County...... Yes...................... Yes.
DC-VA-MD-WV.
Washington-Arlington-Alexandria, Manassas/Far Yes...................... Yes.
DC-VA-MD-WV. Southwest Suburbs.
Washington-Arlington-Alexandria, Navy Yard/Capitol Yes...................... Yes.
DC-VA-MD-WV. South.
Washington-Arlington-Alexandria, Northeast DC........ Yes...................... Yes.
DC-VA-MD-WV.
Washington-Arlington-Alexandria, Reston/Herndon...... Yes...................... Yes.
DC-VA-MD-WV.
Washington-Arlington-Alexandria, Tysons Corner/Falls Yes...................... Yes.
DC-VA-MD-WV. Church/Merrifield.
Washington-Arlington-Alexandria, West Alexandria..... Yes...................... Yes.
DC-VA-MD-WV.
Washington-Arlington-Alexandria, West Fairfax County. Yes...................... Yes.
DC-VA-MD-WV.
Washington-Arlington-Alexandria, Woodbridge/Dale City Yes...................... Yes.
DC-VA-MD-WV.
----------------------------------------------------------------------------------------------------------------
XII. Appendix B: Submarkets by Bedroom Count
----------------------------------------------------------------------------------------------------------------
Number of YS/AIRM/OneSite 30% or
Area Submarket beds YS/AIRM 30% or more more
----------------------------------------------------------------------------------------------------------------
Anaheim-Santa Ana-Irvine, CA.. South Orange 1 Yes................... Yes.
County.
Atlanta-Sandy Springs-Roswell, Alpharetta/ 1 Yes................... Yes.
GA. Cumming.
Atlanta-Sandy Springs-Roswell, Briarcliff....... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Buckhead......... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Chamblee/ 1 Yes................... Yes.
GA. Brookhaven.
Atlanta-Sandy Springs-Roswell, Decatur.......... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Downtown Atlanta. 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Duluth........... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Dunwoody......... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Kennesaw/Acworth. 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Midtown Atlanta.. 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Norcross......... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Northeast Atlanta 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Northeast Cobb/ 1 Yes................... Yes.
GA. Woodstock.
Atlanta-Sandy Springs-Roswell, Northeast 1 Yes................... Yes.
GA. Gwinnett County.
Atlanta-Sandy Springs-Roswell, Roswell.......... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Sandy Springs.... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Smyrna........... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, South Cobb County/ 1 Yes................... Yes.
GA. Douglasville.
Atlanta-Sandy Springs-Roswell, Southeast 1 Yes................... Yes.
GA. Gwinnett County.
Atlanta-Sandy Springs-Roswell, Southeast 1 Yes................... Yes.
GA. Marietta.
Atlanta-Sandy Springs-Roswell, Southwest Atlanta 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Vinings.......... 1 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, West Atlanta..... 1 Yes................... Yes.
GA.
Austin-Round Rock, TX......... Arboretum........ 1 Yes................... Yes.
Austin-Round Rock, TX......... Cedar Park....... 1 Yes................... Yes.
[[Page 8592]]
Austin-Round Rock, TX......... Downtown/ 1 Yes................... Yes.
University.
Austin-Round Rock, TX......... East Austin...... 1 Yes................... Yes.
Austin-Round Rock, TX......... Far South Austin. 1 Yes................... Yes.
Austin-Round Rock, TX......... Far West Austin.. 1 Yes................... Yes.
Austin-Round Rock, TX......... Near North Austin 1 Yes................... Yes.
Austin-Round Rock, TX......... North Central 1 Yes................... Yes.
Austin.
Austin-Round Rock, TX......... Northwest Austin. 1 Yes................... Yes.
Austin-Round Rock, TX......... Pflugerville/ 1 Yes................... Yes.
Wells Branch.
Austin-Round Rock, TX......... Round Rock/ 1 Yes................... Yes.
Georgetown.
Austin-Round Rock, TX......... South Austin..... 1 Yes................... Yes.
Austin-Round Rock, TX......... Southwest Austin. 1 Yes................... Yes.
Baltimore-Columbia-Towson, MD. Columbia/North 1 Yes................... Yes.
Laurel.
Birmingham-Hoover, AL......... Southeast 1 Yes................... Yes.
Birmingham.
Boston-Cambridge-Newton, MA-NH Chelsea/Revere/ 1 ...................... Yes.
Charlestown.
Boston-Cambridge-Newton, MA-NH East Middlesex 1 Yes................... Yes.
County.
Boston-Cambridge-Newton, MA-NH Quincy........... 1 Yes................... Yes.
Boston-Cambridge-Newton, MA-NH West Norfolk 1 ...................... Yes.
County.
Charleston-North Charleston, Downtown/Mount 1 Yes................... Yes.
SC. Pleasant/Islands.
Charleston-North Charleston, West Ashley...... 1 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- Ballantyne....... 1 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- Huntersville/ 1 Yes................... Yes.
SC. Cornelius.
Charlotte-Concord-Gastonia, NC- Matthews/ 1 Yes................... Yes.
SC. Southeast
Charlotte.
Charlotte-Concord-Gastonia, NC- Myers Park....... 1 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- North Charlotte.. 1 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- South Charlotte.. 1 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- Southwest 1 Yes................... Yes.
SC. Charlotte.
Charlotte-Concord-Gastonia, NC- UNC Charlotte.... 1 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- Uptown/South End. 1 Yes................... Yes.
SC.
Chicago-Naperville-Elgin, IL- The Loop......... 1 Yes................... Yes.
IN-WI.
Colorado Springs, CO.......... North Colorado 1 Yes................... Yes.
Springs.
Dallas-Plano-Irving, TX....... Addison/Bent Tree 1 Yes................... Yes.
Dallas-Plano-Irving, TX....... Allen/McKinney... 1 Yes................... Yes.
Dallas-Plano-Irving, TX....... Carrollton/ 1 Yes................... Yes.
Farmers Branch.
Dallas-Plano-Irving, TX....... Central/East 1 Yes................... Yes.
Plano.
Dallas-Plano-Irving, TX....... East Dallas...... 1 Yes................... Yes.
Dallas-Plano-Irving, TX....... Frisco........... 1 Yes................... Yes.
Dallas-Plano-Irving, TX....... Grand Prairie.... 1 Yes................... Yes.
Dallas-Plano-Irving, TX....... Intown Dallas.... 1 Yes................... Yes.
Dallas-Plano-Irving, TX....... Las Colinas/ 1 Yes................... Yes.
Coppell.
Dallas-Plano-Irving, TX....... Lewisville/Flower 1 Yes................... Yes.
Mound.
Dallas-Plano-Irving, TX....... North Irving..... 1 Yes................... Yes.
Dallas-Plano-Irving, TX....... North Oak Cliff/ 1 Yes................... Yes.
West Dallas.
Dallas-Plano-Irving, TX....... Oak Lawn/Park 1 Yes................... Yes.
Cities.
Dallas-Plano-Irving, TX....... Richardson....... 1 Yes................... Yes.
Dallas-Plano-Irving, TX....... Rockwall/Rowlett/ 1 Yes................... Yes.
Wylie.
Dallas-Plano-Irving, TX....... The Colony/Far 1 Yes................... Yes.
North Carrollton.
Dallas-Plano-Irving, TX....... West Plano....... 1 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Broomfield....... 1 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Downtown/ 1 Yes................... Yes.
Highlands/
Lincoln Park.
Denver-Aurora-Lakewood, CO.... Highlands Ranch.. 1 Yes................... Yes
Denver-Aurora-Lakewood, CO.... Littleton........ 1 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Northeast Denver. 1 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Parker/Castle 1 Yes................... Yes.
Rock.
Denver-Aurora-Lakewood, CO.... South Lakewood... 1 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Southeast Aurora/ 1 Yes................... Yes.
East Arapahoe
County.
Denver-Aurora-Lakewood, CO.... Southeast Denver. 1 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Tech Center...... 1 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Thornton/ 1 Yes................... Yes.
Northglenn.
Denver-Aurora-Lakewood, CO.... Westminster...... 1 Yes................... Yes.
Fort Lauderdale-Pompano Beach- Plantation/Davie/ 1 Yes................... Yes.
Deerfield Beach, FL. Weston.
Fort Worth-Arlington, TX...... Grapevine/ 1 Yes................... Yes.
Southlake.
Fort Worth-Arlington, TX...... Northeast Fort 1 Yes................... Yes.
Worth/North
Richland Hills.
Hartford-West Hartford-East Southeast 1 ...................... Yes.
Hartford, CT. Hartford/
Middlesex County.
Houston-The Woodlands-Sugar Bear Creek....... 1 Yes................... Yes.
Land, TX.
Houston-The Woodlands-Sugar Downtown/Montrose/ 1 Yes................... Yes.
Land, TX. River Oaks.
Houston-The Woodlands-Sugar Far West Houston. 1 Yes................... Yes.
Land, TX.
Houston-The Woodlands-Sugar Friendswood/ 1 ...................... Yes.
Land, TX. Pearland.
Houston-The Woodlands-Sugar Galleria/Uptown.. 1 Yes................... Yes.
Land, TX.
Houston-The Woodlands-Sugar Greater Heights/ 1 Yes................... Yes.
Land, TX. Washington
Avenue.
Houston-The Woodlands-Sugar Greenway/Upper 1 Yes................... Yes.
Land, TX. Kirby.
Houston-The Woodlands-Sugar Katy............. 1 Yes................... Yes.
Land, TX.
Houston-The Woodlands-Sugar Memorial......... 1 Yes................... Yes.
Land, TX.
[[Page 8593]]
Houston-The Woodlands-Sugar Sugar Land/ 1 Yes................... Yes.
Land, TX. Stafford.
Houston-The Woodlands-Sugar The Woodlands.... 1 Yes................... Yes.
Land, TX.
Houston-The Woodlands-Sugar West University/ 1 Yes................... Yes.
Land, TX. Medical Center/
Third Ward.
Jacksonville, FL.............. Baymeadows....... 1 Yes................... Yes.
Jacksonville, FL.............. Upper Southside.. 1 Yes................... Yes.
Kansas City, MO-KS............ Lee's Summit/Blue 1 Yes................... Yes.
Springs/Raytown.
Las Vegas-Henderson-Paradise, Henderson........ 1 Yes................... Yes.
NV.
Las Vegas-Henderson-Paradise, Northwest Las 1 Yes................... Yes.
NV. Vegas.
Las Vegas-Henderson-Paradise, Summerlin/The 1 Yes................... Yes.
NV. Lakes.
Los Angeles-Long Beach- Downtown Los 1 Yes................... Yes.
Glendale, CA. Angeles.
Memphis, TN-MS-AR............. Cordova/Bartlett. 1 Yes................... Yes.
Memphis, TN-MS-AR............. Germantown/ 1 Yes................... Yes.
Collierville.
Mobile/Daphne, AL............. North Mobile..... 1 Yes................... Yes.
Nashville-Davidson-- Central Nashville 1 Yes................... Yes.
Murfreesboro--Franklin, TN.
Nashville-Davidson-- East Nashville... 1 Yes................... Yes.
Murfreesboro--Franklin, TN.
Nashville-Davidson-- Franklin/ 1 Yes................... Yes.
Murfreesboro--Franklin, TN. Brentwood.
Nashville-Davidson-- South Nashville.. 1 Yes................... Yes.
Murfreesboro--Franklin, TN.
Nashville-Davidson-- Southeast 1 Yes................... Yes.
Murfreesboro--Franklin, TN. Nashville.
Nashville-Davidson-- West Nashville... 1 Yes................... Yes.
Murfreesboro--Franklin, TN.
Orlando-Kissimmee-Sanford, FL. Altamonte Springs/ 1 Yes................... Yes.
Apopka.
Orlando-Kissimmee-Sanford, FL. Casselberry/ 1 Yes................... Yes.
Winter Springs/
Oviedo.
Orlando-Kissimmee-Sanford, FL. Central Orlando.. 1 Yes................... Yes.
Orlando-Kissimmee-Sanford, FL. East Orange 1 Yes................... Yes.
County.
Orlando-Kissimmee-Sanford, FL. East Orlando..... 1 Yes................... Yes.
Orlando-Kissimmee-Sanford, FL. Kissimmee/Osceola 1 Yes................... Yes.
County.
Orlando-Kissimmee-Sanford, FL. Sanford/Lake Mary 1 Yes................... Yes.
Orlando-Kissimmee-Sanford, FL. South Orange 1 Yes................... Yes.
County.
Orlando-Kissimmee-Sanford, FL. Southwest Orlando 1 Yes................... Yes.
Orlando-Kissimmee-Sanford, FL. Winter Park/ 1 Yes................... Yes.
Maitland.
Phoenix-Mesa-Scottsdale, AZ... Chandler......... 1 Yes................... Yes.
Phoenix-Mesa-Scottsdale, AZ... Deer Valley...... 1 Yes................... Yes.
Phoenix-Mesa-Scottsdale, AZ... North Glendale... 1 Yes................... Yes.
Phoenix-Mesa-Scottsdale, AZ... South Phoenix.... 1 Yes................... Yes.
Portland-Vancouver-Hillsboro, Aloha/West 1 Yes................... Yes.
OR-WA. Beaverton.
Portland-Vancouver-Hillsboro, Central Portland. 1 Yes................... Yes.
OR-WA.
Portland-Vancouver-Hillsboro, Hillsboro........ 1 Yes................... Yes.
OR-WA.
Portland-Vancouver-Hillsboro, Lake Oswego/ 1 Yes................... Yes.
OR-WA. Tualatin/
Wilsonville.
Raleigh/Durham, NC............ Central Raleigh.. 1 Yes................... Yes.
Raleigh/Durham, NC............ Chapel Hill/ 1 ...................... Yes.
Carrboro.
Raleigh/Durham, NC............ East Durham...... 1 Yes................... Yes.
Raleigh/Durham, NC............ Far North Raleigh 1 ...................... Yes.
Raleigh/Durham, NC............ Near North 1 Yes................... Yes.
Raleigh.
Raleigh/Durham, NC............ North Cary/ 1 Yes................... Yes.
Morrisville.
Raleigh/Durham, NC............ Northeast Raleigh 1 Yes................... Yes.
Raleigh/Durham, NC............ Northwest Durham/ 1 Yes................... Yes.
Downtown.
Raleigh/Durham, NC............ Northwest Raleigh 1 Yes................... Yes.
Raleigh/Durham, NC............ South Cary/Apex.. 1 Yes................... Yes.
Raleigh/Durham, NC............ Southwest Durham. 1 Yes................... Yes.
Reno, NV...................... South Reno....... 1 Yes................... Yes.
Richmond, VA.................. Northwest 1 Yes................... Yes.
Richmond.
Richmond, VA.................. Tuckahoe/ 1 Yes................... Yes.
Westhampton.
Riverside-San Bernardino- Corona........... 1 Yes................... Yes.
Ontario, CA.
Riverside-San Bernardino- Rancho Cucamonga/ 1 Yes................... Yes.
Ontario, CA. Upland.
Riverside-San Bernardino- Temecula/Murrieta 1 Yes................... Yes.
Ontario, CA.
Salt Lake City/Ogden/ Midvale/Sandy/ 1 Yes................... Yes.
Clearfield, UT. Draper.
Salt Lake City/Ogden/ Southwest Salt 1 Yes................... Yes.
Clearfield, UT. Lake City.
San Antonio-New Braunfels, TX. Far North Central 1 Yes................... Yes.
San Antonio.
San Antonio-New Braunfels, TX. Far Northwest San 1 Yes................... Yes.
Antonio.
San Antonio-New Braunfels, TX. North Central San 1 Yes................... Yes.
Antonio.
San Antonio-New Braunfels, TX. Northwest San 1 Yes................... Yes.
Antonio.
San Diego-Carlsbad, CA........ Downtown San 1 Yes................... Yes.
Diego/Coronado.
San Diego-Carlsbad, CA........ Northeast San 1 Yes................... Yes.
Diego.
Seattle-Bellevue-Everett, WA.. Downtown Seattle. 1 Yes................... Yes.
Seattle-Bellevue-Everett, WA.. Federal Way/Des 1 ...................... Yes.
Moines.
Seattle-Bellevue-Everett, WA.. Redmond.......... 1 Yes................... Yes.
Seattle-Bellevue-Everett, WA.. Renton........... 1 Yes................... Yes.
Tampa-St. Petersburg- Carrollwood/ 1 Yes................... Yes.
Clearwater, FL. Citrus Park.
[[Page 8594]]
Tampa-St. Petersburg- Central Tampa.... 1 Yes................... Yes.
Clearwater, FL.
Tampa-St. Petersburg- Town and Country/ 1 Yes................... Yes.
Clearwater, FL. Westchase.
Tucson, AZ.................... Casas Adobes/Oro 1 Yes................... Yes.
Valley.
Tucson, AZ.................... Catalina 1 Yes................... Yes.
Foothills.
Washington-Arlington- Germantown....... 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- Loudoun County... 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- Manassas/Far 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV. Southwest
Suburbs.
Washington-Arlington- Navy Yard/Capitol 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV. South.
Washington-Arlington- Northeast DC..... 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- Reston/Herndon... 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- Tysons Corner/ 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV. Falls Church/
Merrifield.
Washington-Arlington- West Alexandria.. 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- West Fairfax 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV. County.
Washington-Arlington- Woodbridge/Dale 1 Yes................... Yes.
Alexandria, DC-VA-MD-WV. City.
Anaheim-Santa Ana-Irvine, CA.. South Orange 2 Yes................... Yes.
County.
Atlanta-Sandy Springs-Roswell, Alpharetta/ 2 Yes................... Yes.
GA. Cumming.
Atlanta-Sandy Springs-Roswell, Briarcliff....... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Buckhead......... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Chamblee/ 2 Yes................... Yes.
GA. Brookhaven.
Atlanta-Sandy Springs-Roswell, Decatur.......... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Downtown Atlanta. 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Duluth........... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Dunwoody......... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Kennesaw/Acworth. 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Midtown Atlanta.. 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Norcross......... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Northeast Atlanta 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Northeast Cobb/ 2 Yes................... Yes.
GA. Woodstock.
Atlanta-Sandy Springs-Roswell, Northeast 2 Yes................... Yes.
GA. Gwinnett County.
Atlanta-Sandy Springs-Roswell, Roswell.......... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Sandy Springs.... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Smyrna........... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, South Cobb County/ 2 Yes................... Yes.
GA. Douglasville.
Atlanta-Sandy Springs-Roswell, Southeast 2 Yes................... Yes.
GA. Gwinnett County.
Atlanta-Sandy Springs-Roswell, Southeast 2 Yes................... Yes.
GA. Marietta.
Atlanta-Sandy Springs-Roswell, Southwest Atlanta 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, Vinings.......... 2 Yes................... Yes.
GA.
Atlanta-Sandy Springs-Roswell, West Atlanta..... 2 Yes................... Yes.
GA.
Austin-Round Rock, TX......... Arboretum........ 2 Yes................... Yes.
Austin-Round Rock, TX......... Cedar Park....... 2 Yes................... Yes.
Austin-Round Rock, TX......... Downtown/ 2 Yes................... Yes.
University.
Austin-Round Rock, TX......... East Austin...... 2 Yes................... Yes.
Austin-Round Rock, TX......... Far South Austin. 2 Yes................... Yes.
Austin-Round Rock, TX......... Far West Austin.. 2 Yes................... Yes.
Austin-Round Rock, TX......... Near North Austin 2 Yes................... Yes.
Austin-Round Rock, TX......... North Central 2 Yes................... Yes.
Austin.
Austin-Round Rock, TX......... Northwest Austin. 2 Yes................... Yes.
Austin-Round Rock, TX......... Pflugerville/ 2 Yes................... Yes.
Wells Branch.
Austin-Round Rock, TX......... Round Rock/ 2 Yes................... Yes.
Georgetown.
Austin-Round Rock, TX......... South Austin..... 2 Yes................... Yes.
Austin-Round Rock, TX......... Southwest Austin. 2 Yes................... Yes.
Baltimore-Columbia-Towson, MD. Columbia/North 2 Yes................... Yes.
Laurel.
Birmingham-Hoover, AL......... Southeast 2 Yes................... Yes.
Birmingham.
Boston-Cambridge-Newton, MA-NH East Middlesex 2 Yes................... Yes.
County.
Charleston-North Charleston, Downtown/Mount 2 Yes................... Yes.
SC. Pleasant/Islands.
Charleston-North Charleston, West Ashley...... 2 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- Ballantyne....... 2 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- Huntersville/ 2 Yes................... Yes.
SC. Cornelius.
Charlotte-Concord-Gastonia, NC- Myers Park....... 2 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- North Charlotte.. 2 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- South Charlotte.. 2 Yes................... Yes.
SC.
Charlotte-Concord-Gastonia, NC- Southwest 2 Yes................... Yes.
SC. Charlotte.
Charlotte-Concord-Gastonia, NC- UNC Charlotte.... 2 Yes................... Yes.
SC.
[[Page 8595]]
Charlotte-Concord-Gastonia, NC- Uptown/South End. 2 Yes................... Yes.
SC.
Chicago-Naperville-Elgin, IL- The Loop......... 2 ...................... Yes.
IN-WI.
Colorado Springs, CO.......... North Colorado 2 Yes................... Yes.
Springs.
Dallas-Plano-Irving, TX....... Addison/Bent Tree 2 Yes................... Yes.
Dallas-Plano-Irving, TX....... Allen/McKinney... 2 Yes................... Yes.
Dallas-Plano-Irving, TX....... Carrollton/ 2 ...................... Yes.
Farmers Branch.
Dallas-Plano-Irving, TX....... Central/East 2 Yes................... Yes.
Plano.
Dallas-Plano-Irving, TX....... East Dallas...... 2 Yes................... Yes.
Dallas-Plano-Irving, TX....... Frisco........... 2 Yes................... Yes.
Dallas-Plano-Irving, TX....... Grand Prairie.... 2 Yes................... Yes.
Dallas-Plano-Irving, TX....... Intown Dallas.... 2 Yes................... Yes.
Dallas-Plano-Irving, TX....... Las Colinas/ 2 Yes................... Yes.
Coppell.
Dallas-Plano-Irving, TX....... Lewisville/Flower 2 Yes................... Yes.
Mound.
Dallas-Plano-Irving, TX....... North Irving..... 2 ...................... Yes.
Dallas-Plano-Irving, TX....... North Oak Cliff/ 2 Yes................... Yes.
West Dallas.
Dallas-Plano-Irving, TX....... Oak Lawn/Park 2 Yes................... Yes.
Cities.
Dallas-Plano-Irving, TX....... Richardson....... 2 Yes................... Yes.
Dallas-Plano-Irving, TX....... Rockwall/Rowlett/ 2 Yes................... Yes.
Wylie.
Dallas-Plano-Irving, TX....... The Colony/Far 2 Yes................... Yes.
North Carrollton.
Dallas-Plano-Irving, TX....... West Plano....... 2 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Broomfield....... 2 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Downtown/ 2 Yes................... Yes.
Highlands/
Lincoln Park.
Denver-Aurora-Lakewood, CO.... Highlands Ranch.. 2 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Littleton........ 2 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Northeast Denver. 2 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Parker/Castle 2 Yes................... Yes.
Rock.
Denver-Aurora-Lakewood, CO.... South Lakewood... 2 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Southeast Aurora/ 2 Yes................... Yes.
East Arapahoe
County.
Denver-Aurora-Lakewood, CO.... Southeast Denver. 2 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Tech Center...... 2 Yes................... Yes.
Denver-Aurora-Lakewood, CO.... Thornton/ 2 Yes................... Yes.
Northglenn.
Denver-Aurora-Lakewood, CO.... Westminster...... 2 Yes................... Yes.
Fort Lauderdale-Pompano Beach- Plantation/Davie/ 2 Yes................... Yes.
Deerfield Beach, FL. Weston.
Fort Worth-Arlington, TX...... Grapevine/ 2 Yes................... Yes.
Southlake.
Fort Worth-Arlington, TX...... Northeast Fort 2 ...................... Yes.
Worth/North
Richland Hills.
Hartford-West Hartford-East Southeast 2 Yes................... Yes.
Hartford, CT. Hartford/
Middlesex County.
Houston-The Woodlands-Sugar Bear Creek....... 2 ...................... Yes.
Land, TX.
Houston-The Woodlands-Sugar Downtown/Montrose/ 2 Yes................... Yes.
Land, TX. River Oaks.
Houston-The Woodlands-Sugar Far West Houston. 2 Yes................... Yes.
Land, TX.
Houston-The Woodlands-Sugar Friendswood/ 2 Yes................... Yes.
Land, TX. Pearland.
Houston-The Woodlands-Sugar Galleria/Uptown.. 2 Yes................... Yes.
Land, TX.
Houston-The Woodlands-Sugar Greater Heights/ 2 Yes................... Yes.
Land, TX. Washington
Avenue.
Houston-The Woodlands-Sugar Greenway/Upper 2 Yes................... Yes.
Land, TX. Kirby.
Houston-The Woodlands-Sugar Memorial......... 2 Yes................... Yes.
Land, TX.
Houston-The Woodlands-Sugar Sugar Land/ 2 Yes................... Yes.
Land, TX. Stafford.
Houston-The Woodlands-Sugar The Woodlands.... 2 Yes................... Yes.
Land, TX.
Houston-The Woodlands-Sugar West University/ 2 Yes................... Yes.
Land, TX. Medical Center/
Third Ward.
Jacksonville, FL.............. Baymeadows....... 2 Yes................... Yes.
Jacksonville, FL.............. Upper Southside.. 2 Yes................... Yes.
Kansas City, MO-KS............ Lee's Summit/Blue 2 Yes................... Yes.
Springs/Raytown.
Las Vegas-Henderson-Paradise, Henderson........ 2 Yes................... Yes.
NV.
Las Vegas-Henderson-Paradise, Northwest Las 2 Yes................... Yes.
NV. Vegas.
Las Vegas-Henderson-Paradise, Summerlin/The 2 Yes................... Yes.
NV. Lakes.
Los Angeles-Long Beach- Downtown Los 2 Yes................... Yes.
Glendale, CA. Angeles.
Memphis, TN-MS-AR............. Cordova/Bartlett. 2 Yes................... Yes.
Memphis, TN-MS-AR............. Germantown/ 2 Yes................... Yes.
Collierville.
Mobile/Daphne, AL............. North Mobile..... 2 Yes................... Yes.
Nashville-Davidson-- Central Nashville 2 Yes................... Yes.
Murfreesboro--Franklin, TN.
Nashville-Davidson-- East Nashville... 2 Yes................... Yes.
Murfreesboro--Franklin, TN.
Nashville-Davidson-- Franklin/ 2 Yes................... Yes.
Murfreesboro--Franklin, TN. Brentwood.
Nashville-Davidson-- South Nashville.. 2 Yes................... Yes.
Murfreesboro--Franklin, TN.
Nashville-Davidson-- Southeast 2 Yes................... Yes.
Murfreesboro--Franklin, TN. Nashville.
Orlando-Kissimmee-Sanford, FL. Altamonte Springs/ 2 Yes................... Yes.
Apopka.
Orlando-Kissimmee-Sanford, FL. Casselberry/ 2 Yes................... Yes.
Winter Springs/
Oviedo.
Orlando-Kissimmee-Sanford, FL. Central Orlando.. 2 Yes................... Yes.
Orlando-Kissimmee-Sanford, FL. East Orange 2 Yes................... Yes.
County.
Orlando-Kissimmee-Sanford, FL. East Orlando..... 2 Yes................... Yes.
[[Page 8596]]
Orlando-Kissimmee-Sanford, FL. Kissimmee/Osceola 2 Yes................... Yes.
County.
Orlando-Kissimmee-Sanford, FL. Sanford/Lake Mary 2 Yes................... Yes.
Orlando-Kissimmee-Sanford, FL. South Orange 2 Yes................... Yes.
County.
Orlando-Kissimmee-Sanford, FL. Southwest Orlando 2 Yes................... Yes.
Orlando-Kissimmee-Sanford, FL. Winter Park/ 2 Yes................... Yes.
Maitland.
Phoenix-Mesa-Scottsdale, AZ... Chandler......... 2 Yes................... Yes.
Phoenix-Mesa-Scottsdale, AZ... Deer Valley...... 2 Yes................... Yes.
Phoenix-Mesa-Scottsdale, AZ... North Glendale... 2 Yes................... Yes.
Phoenix-Mesa-Scottsdale, AZ... South Phoenix.... 2 Yes................... Yes.
Portland-Vancouver-Hillsboro, Aloha/West 2 Yes................... Yes.
OR-WA. Beaverton.
Portland-Vancouver-Hillsboro, Central Portland. 2 Yes................... Yes.
OR-WA.
Portland-Vancouver-Hillsboro, Hillsboro........ 2 Yes................... Yes.
OR-WA.
Portland-Vancouver-Hillsboro, Lake Oswego/ 2 Yes................... Yes.
OR-WA. Tualatin/
Wilsonville.
Raleigh/Durham, NC............ Central Raleigh.. 2 Yes................... Yes.
Raleigh/Durham, NC............ Chapel Hill/ 2 Yes................... Yes.
Carrboro.
Raleigh/Durham, NC............ East Durham...... 2 Yes................... Yes.
Raleigh/Durham, NC............ Far North Raleigh 2 Yes................... Yes.
Raleigh/Durham, NC............ Near North 2 Yes................... Yes.
Raleigh.
Raleigh/Durham, NC............ North Cary/ 2 Yes................... Yes.
Morrisville.
Raleigh/Durham, NC............ Northeast Raleigh 2 Yes................... Yes.
Raleigh/Durham, NC............ Northwest Raleigh 2 Yes................... Yes.
Raleigh/Durham, NC............ South Cary/Apex.. 2 Yes................... Yes.
Raleigh/Durham, NC............ Southwest Durham. 2 Yes................... Yes.
Reno, NV...................... South Reno....... 2 Yes................... Yes.
Richmond, VA.................. Northwest 2 Yes................... Yes.
Richmond.
Richmond, VA.................. Tuckahoe/ 2 Yes................... Yes.
Westhampton.
Riverside-San Bernardino- Corona........... 2 Yes................... Yes.
Ontario, CA.
Riverside-San Bernardino- Rancho Cucamonga/ 2 Yes................... Yes.
Ontario, CA. Upland.
Riverside-San Bernardino- Temecula/Murrieta 2 Yes................... Yes.
Ontario, CA.
Salt Lake City/Ogden/ Midvale/Sandy/ 2 Yes................... Yes.
Clearfield, UT. Draper.
Salt Lake City/Ogden/ Southwest Salt 2 Yes................... Yes.
Clearfield, UT. Lake City.
San Antonio-New Braunfels, TX. Far North Central 2 Yes................... Yes.
San Antonio.
San Antonio-New Braunfels, TX. Far Northwest San 2 Yes................... Yes.
Antonio.
San Antonio-New Braunfels, TX. North Central San 2 ...................... Yes.
Antonio.
San Antonio-New Braunfels, TX. Northwest San 2 ...................... Yes.
Antonio.
San Diego-Carlsbad, CA........ Downtown San 2 Yes................... Yes.
Diego/Coronado.
San Diego-Carlsbad, CA........ Northeast San 2 Yes................... Yes.
Diego.
Seattle-Bellevue-Everett, WA.. Downtown Seattle. 2 Yes................... Yes.
Seattle-Bellevue-Everett, WA.. Federal Way/Des 2 ...................... Yes.
Moines.
Seattle-Bellevue-Everett, WA.. Renton........... 2 Yes................... Yes.
Tampa-St. Petersburg- Carrollwood/ 2 Yes................... Yes.
Clearwater, FL. Citrus Park.
Tampa-St. Petersburg- Central Tampa.... 2 Yes................... Yes.
Clearwater, FL.
Tampa-St. Petersburg- Town and Country/ 2 Yes................... Yes.
Clearwater, FL. Westchase.
Tucson, AZ.................... Casas Adobes/Oro 2 Yes................... Yes.
Valley.
Tucson, AZ.................... Catalina 2 Yes................... Yes.
Foothills.
Washington-Arlington- Germantown....... 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- Loudoun County... 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- Manassas/Far 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV. Southwest
Suburbs.
Washington-Arlington- Navy Yard/Capitol 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV. South.
Washington-Arlington- Northeast DC..... 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- Reston/Herndon... 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- Tysons Corner/ 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV. Falls Church/
Merrifield.
Washington-Arlington- West Alexandria.. 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV.
Washington-Arlington- West Fairfax 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV. County.
Washington-Arlington- Woodbridge/Dale 2 Yes................... Yes.
Alexandria, DC-VA-MD-WV. City.
----------------------------------------------------------------------------------------------------------------
United States District Court for the Middle District of North Carolina
United States of America, Plaintiff, v. Cortland Management,
LLC, Defendant.
Case No. 1:24-cv-00710-LCB-JLW
Proposed Final Judgment
Whereas, Plaintiff, United States of America, filed its Complaint
on January 7, 2025;
[[Page 8597]]
And whereas, the United States and Defendant, Cortland Management,
LLC, have consented to entry of this Final Judgment without the taking
of testimony, without trial or adjudication of any issue of fact or
law, and without this Final Judgment constituting any evidence against
or admission by any party relating to any issue of liability or any
other issue of fact or law;
And whereas, Defendant agrees to undertake certain actions and
refrain from certain conduct to remedy the loss of competition alleged
in the Complaint;
And whereas, Defendant represents that the relief required by this
Final Judgment can and will be made and that Defendant will not later
raise a claim of hardship or difficulty as grounds for asking the Court
to modify any provision of this Final Judgment;
Now therefore, it is ordered, adjudged, and decreed:
I. Jurisdiction
The 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 Defendant under Section 1 of the Sherman
Act, 15 U.S.C. 1.
II. Definitions
As used in this Final Judgment:
A. ``Cortland'' or ``Defendant'' means Defendant Cortland
Management, LLC, a Delaware corporation with its headquarters in
Atlanta, Georgia, its successors and assigns, and all of its
subsidiaries, divisions, groups, affiliates, parents, partnerships, and
joint ventures, and their directors, officers, managers, agents, and
employees.
B. ``Competitively Sensitive Information'' means, in this Final
Judgment, property-specific data or information (whether past, present,
or prospective) which, individually or when aggregated with such data
or information from other properties, (1) could be reasonably used to
determine current or future rental supply, demand, or pricing at a
property or of any property's units, including but not limited to
executed rents, rental price concessions or discounts, guest traffic,
guest applications, occupancy or vacancy, lease terms or lease
expirations; (2) relates to the Property Owner's or Property Manager's
use of settings or user-specified parameters within Revenue Management
Products with respect to such property or properties; or (3) relates to
the Property Owner's or Property Manager's rental pricing amount,
formula, or strategy, including rental price concessions or discounts,
in each case, with respect to such property or properties.
C. ``Cooperation Subject Matter'' means Cortland's use of
RealPage's Revenue Management Products, the violations of only Section
2 of the Sherman Act alleged in United States et al. v. RealPage
(currently docketed as No. 1:24-cv-00710 in the Middle District of
North Carolina) and includes conduct as well as the effects of conduct.
Cooperation Subject Matter expressly excludes the prohibited conduct
described in Paragraph VI.A. and any violation of Section 1 of the
Sherman Act or any similar state law.
D. ``External Nonpublic Data'' means all Nonpublic Data from any
Person other than Defendant. It does not include data for a Cortland
Property.
E. ``Cortland Property'' means a residential property, located
within the United States and its territories, owned or managed by
Defendant or its agents (collectively referred to as ``Cortland
Properties'').
F. ``Cortland Revenue Management Product'' means Cortland's
internal proprietary revenue management software product that was in
place as of January 1, 2025, and that has been under development since
2020.
G. ``Nonpublic Data'' means any Competitively Sensitive Information
that is not Public Data.
H. ``Person'' means any natural person, corporate entity,
partnership, association, joint venture, limited liability company,
fund, investment vehicle, or any other legal entity or trust.
I. ``Property Owner(s)'' means any Person who owns a multifamily
rental property or that Person's agent.
J. ``Property Manager(s)'' means any Person, or the Person's agent,
who manages a multifamily rental property.
K. ``Pseudocode'' means any description of the steps in an
algorithm or other software program in plain or natural language.
L. ``Public Data'' means information on a rental unit's asking
price (including publicly offered rental price concessions) that is
readily accessible to the general public on the property's website,
physical building, brochures, or on an internet listing service. Public
Data includes information on a rental unit's asking price, concessions,
amenities, and availability provided by a Property Manager or a
Property Owner to any natural person who reasonably presents himself as
a prospective renter. Public Data does not include any Competitively
Sensitive Information obtained through communications between
competitors.
M. ``RealPage'' means RealPage, Inc., a Delaware corporation with
its headquarters in Richardson, Texas.
N. ``Revenue Management Product(s)'' means any software or service,
including software as a service, that sets rental prices or generates
rental pricing recommendations.
O. ``Runtime Operation'' means any action taken by a Revenue
Management Product while it runs, including generating rental prices or
pricing recommendations for any units or set of units at a property.
Runtime Operation does not mean training the demand and supply models.
P. ``Settled Civil Claims'' means any civil claim by the United
States arising from Defendant's conduct accruing before the filing of
the complaint in this action relating to (1) Revenue Management
Products, including RealPage revenue management products that use
competitors' Competitively Sensitive Information, as well as (2)
communications described by Paragraph VI.A.
Q. ``Third-Party'' means any Person other than Cortland
(collectively referred to as ``Third-Parties'').
III. Applicability
This Final Judgment applies to Defendant, as defined above, and all
other Persons in active concert or participation with Defendant who
receive actual notice of this Final Judgment.
IV. Use of Proprietary Revenue Management Product(s)
A. The Cortland Revenue Management Product must not set rental
prices or generate rental pricing recommendations for a Cortland
Property during its Runtime Operation using (1) External Nonpublic Data
in any way, or (2) Nonpublic Data from a Cortland Property for another
Cortland Property with a different Property Owner by pooling or
combining Nonpublic Data from Cortland Properties that have different
Property Owners.
B. Defendant must not train the Cortland Revenue Management
Product's model (1) using External Nonpublic Data in any way, or (2) by
pooling or combining rental pricing, concessions, discounts, occupancy
rates or capacity, or other rental pricing terms from Cortland
Properties with different Property Owners. For the avoidance of doubt,
Defendant is not prohibited from training its supply and demand models
using pooled or combined Nonpublic Data from across all Cortland
Properties that does not incorporate rental pricing, concessions,
discounts, occupancy rates
[[Page 8598]]
or capacity, or other rental pricing terms.
C. The Cortland Revenue Management Product must not disclose in any
way Nonpublic Data from a Cortland Property to any other Property
Manager or Property Owner (other than the Property Owner of the
Cortland Property from which the data arises or relates).
D. Within 30 calendar days after the Court's entry of the
Stipulation and Order in this matter, Defendant must cease all direct
or indirect use of Third-Party Revenue Management Products used as part
of setting rental prices or generating rental pricing recommendations
for any Cortland Property.
E. If, during the term of this Final Judgment, management
responsibilities or ownership of a property within the United States or
its territories is transferred from another Property Manager or
Property Owner to Defendant, Defendant will have 30 days from the date
of transfer to discontinue use of any Third-Party Revenue Management
Product for that property and transition the transferred property to
the Cortland Revenue Management Product.
V. Restrictions Concerning Use of Third-Party Revenue Management
Product(s)
A. Notwithstanding Paragraphs IV.D and IV.E, Defendant may license
or use a Third-Party Revenue Management Product for a Cortland Property
before the expiration of this Final Judgment as long as Defendant does
not:
1. license or use, for any Cortland Property, any Third-Party
Revenue Management Product that: (1) uses External Nonpublic Data in
any way to set rental prices or generate rental pricing recommendations
for a Cortland Property; (2) uses Nonpublic Data from a Cortland
Property in any way to set rental prices or generate rental pricing
recommendations for any other Cortland Property with a different
Property Owner or for a non-Cortland Property; (3) discloses in any way
Nonpublic Data from a Cortland Property to any other Property Manager
or Property Owner (other than the Property Owner of the Cortland
property from which the data arises or relates); (4) pools or combines
Nonpublic Data from Cortland Properties that have different owners; or
(5) contains or uses a pricing algorithm that has been trained using
External Nonpublic Data; or
2. license or use any Third-Party Revenue Management Product that:
(1) incorporates a rental price floor or a limit on rental price
recommendation decreases (excluding a rental price floor, or limit on
rental price decreases, that Defendant manually selects and is not
based on competing properties' rental prices); or (2) requires
Defendant to accept, or provides financial rewards for Defendant to
accept, any recommended rental prices.
B. Defendant may not agree, either expressly or implicitly, with
any Property Owner of a Non-Cortland Property or another Property
Manager to license or use a particular Revenue Management Product (or
the utilities or functionalities thereof) or require any other Person
to license or use a particular Revenue Management Product (or the
utilities or functionalities thereof), except that Defendant is not
prohibited from licensing or using a particular Revenue Management
Product at a particular Cortland Property pursuant to an agreement with
another Property Manager who, along with Defendant, is also managing
that particular property on behalf of a Property Owner.
C. Before licensing or using a Third-Party Revenue Management
Product, Defendant must first notify the United States, in writing, of
its intention to license or use a Third-Party Revenue Management
Product 30 calendar days prior to using a Third-Party Revenue
Management Product and must secure and submit to the United States a
certification from the proposed vendor of the Third-Party Revenue
Management Product that the vendor's product is in compliance with
Paragraph V.A of this Final Judgment.
D. If Cortland elects to license or use a Third-Party Revenue
Management Product, Cortland must secure and submit to the United
States, on an annual basis, a certification from any vendor of a Third-
Party Revenue Management Product contracted by Cortland certifying each
vendor's compliance with Paragraph V.A.
E. Defendant must not license or use a Third-Party Revenue
Management Product for any Cortland Property until a Compliance Monitor
has been appointed by the Court in accordance with Section IX and the
Compliance Monitor's work plan has been approved by the United States.
VI. Other Prohibited Conduct
A. Defendant must not, directly or indirectly, as part of setting
rental prices or generating rental pricing recommendations for any
Cortland Property (1) disclose Nonpublic Data to any other Property
Manager or Property Owner (except to the Property Owner of the
particular Cortland Property); (2) solicit External Nonpublic Data from
any other Property Manager or Property Owner (except from the Property
Owner of the particular Cortland Property); or (3) use External
Nonpublic Data obtained from another Property Manager or Property Owner
(except from the Property Owner of the particular Cortland Property).
For avoidance of doubt, the restrictions set forth in this Paragraph
include Nonpublic Data obtained through any form of communication,
whether directly or through an intermediary, including call arounds or
market surveys, in-person meetings, calls, text messages, chat
communications, emails, surveys, spreadsheets, shared documents (e.g.,
Google documents and SharePoint documents), industry meetings (e.g.,
user groups), online fora, private meetings, Revenue Management
Product, or information-exchange service.
B. Defendant must not use or access any External Nonpublic Data, or
data derived from RealPage that used or relied on External Nonpublic
Data, in Defendant's possession, custody, or control as of the Court's
entry of the Stipulation and Order in this matter, acquired through any
means. Within 30 calendar days of the Court's entry of the Stipulation
and Order in this matter, Defendant must identify to the United States
in writing the existence and location of any such data and/or datasets.
For avoidance of doubt, the proscriptions in this Paragraph do not
apply to data for Cortland Properties maintained in OneSite.
VII. Antitrust Compliance
A. Within 30 days of entry of the Stipulation and Order, Defendant
must adopt a written antitrust compliance policy, to be approved by the
United States in its sole discretion, that complies with the
obligations set forth in this Final Judgment. Defendant must annually
train all employees on this written policy. As part of that policy,
Defendant must designate a chief antitrust compliance officer, who will
be responsible for implementing and enforcing this policy. The chief
antitrust compliance officer will conduct an annual antitrust
compliance audit. The annual audits must, at a minimum, cover: (1)
employees (including supervisors) in Defendant's residential-property
revenue management group; and (2) a yearly, randomly selected, local,
regional, or supervisory employees who manage property operations (at
least 8 each year). The chief antitrust compliance officer will provide
the United States with an annual report identifying all individuals
audited.
[[Page 8599]]
B. On an annual basis during the term of this Final Judgment,
Defendant must submit to the Antitrust Division a certification from
the General Counsel of the Defendant attesting under penalty of perjury
that (1) Defendant has established and maintained the annual antitrust
compliance policy and training required by Paragraph VII.A; (2)
Defendant has provided the Antitrust Division with an annual report
identifying the individuals audited pursuant to Paragraph VII.A; (3)
Cortland's Revenue Management Product, if used by Defendant, continues
to satisfy the requirements in Section IV; (4) Cortland has compiled
with the requirements in Paragraph VI.A.
VIII. Cooperation
A. Defendant must cooperate fully and truthfully with the United
States relating to the Cooperation Subject Matter in any civil
investigation or civil litigation the United States brings or has
brought. Defendant must use their best efforts to ensure that all
current and former officers, directors, employees, and agents also
fully and promptly cooperate with the United States. Defendant's
cooperation must include:
1. as requested on reasonable notice by the Division, making up to
10 employees available for voluntary interviews for up to 40 hours
total regarding the Cooperation Subject Matter;
2. providing full and truthful written or oral testimony in
deposition, trial, or other proceeding relating to the Cooperation
Subject Matter and making witnesses available to the United States upon
reasonable notice before any such testimony;
3. providing proffers, which may be made by counsel for Defendant,
describing Defendant's knowledge of and evidence relating to the
Cooperation Subject Matter;
4. within 30 days of receiving a written request (whether formal
process or informal request) from the United States for documents,
information, or other material relating to the Cooperation Subject
Matter, (or whatever additional time the Division grants in its sole
discretion), producing to the United States all responsive documents,
information, and other materials, wherever located, not protected under
the attorney-client privilege or the work-product doctrine, in the
possession, custody, or control of Defendant or its agents, as well as
a log of any responsive documents, information, or other materials that
were not provided, including an explanation of the basis for
withholding such materials;
5. authenticating or otherwise assisting with establishing the
evidentiary foundation of any documents Defendant produced or produces
to the United States; and
6. taking all necessary steps to preserve all documents,
information, and other materials relating to the Cooperation Subject
Matter until the United States provides written notice to Defendant
that its obligation to do so has expired.
B. Subject to Defendant's full, truthful, and continuing
cooperation, as required under Paragraphs VIII.A, Defendant is fully
and finally discharged and released from Settled Civil Claims.
C. Nothing in this Section VIII affects Defendant's obligation to
respond to any formal discovery requests in litigation or a civil
investigative demand issued by the United States.
IX. Appointment of Monitor
A. If Defendant elects to license or use a Third-Party Revenue
Management Product at any Cortland Property, or if a Court finds that
Cortland has violated the terms of the Final Judgment, such as by using
External Nonpublic Data in the Cortland Revenue Management Product
Runtime Operation or training, upon application of the United States,
which Defendant may not oppose, the Court will appoint an independent
third-party antitrust compliance monitor (the ``Compliance Monitor'')
selected by the United States and approved by the Court. Defendant may
propose to the United States a pool of three candidates to serve as the
Compliance Monitor, and the United States may consider Defendant's
perspectives on the proposed candidates or any other candidates
identified and considered by the United States. The United States will
retain the ultimate right, in its sole discretion, either to select the
Compliance Monitor from among the three candidates proposed by
Defendant or to select a different candidate. Once approved, the
Compliance Monitor should be considered by the United States and
Defendant to be an arm and representative of the Court.
B. The Compliance Monitor will have the power and authority to
monitor Defendant's compliance with Section IV and Paragraphs V.A,
VII.A, and VII.B of this Final Judgment, including by determining
whether employees (including supervisors) in Cortland's residential-
property revenue management group have complied with their obligations
set forth in those Sections. As part of its monitoring duties, the
Compliance Monitor may also choose, in consultation with the United
States, a yearly selection of other local, regional, or supervisory
employees of Defendant who manage property operations (not to exceed 15
annually) and investigate whether those individuals have complied with
the obligations set forth in Paragraphs V.B and VI.A. The Compliance
Monitor will have other powers as the Court deems appropriate. The
Compliance Monitor will have no responsibility for operation of the
Defendant's business. No attorney client relationship will be formed
between Defendant and the Compliance Monitor.
C. The Compliance Monitor will have the authority to take such
steps as, in the Compliance Monitor's discretion and the United States'
view, may be necessary to accomplish the Compliance Monitor's
responsibilities. The Compliance Monitor may seek information from
Defendant's personnel, including in-house counsel, compliance
personnel, and internal auditors. Defendant will annually communicate
to all employees that employees may disclose any information to the
Compliance Monitor without reprisal for such disclosure. Defendant must
not retaliate against any employee or third party for disclosing
information to the Compliance Monitor.
D. Defendant may not object to actions taken by the Compliance
Monitor in fulfillment of the Compliance Monitor's responsibilities
under any Order of the Court on any ground other than malfeasance by
the Compliance Monitor. Disagreements between the Compliance Monitor
and Defendant related to the scope of the Compliance Monitor's
responsibilities do not constitute malfeasance. Objections by Defendant
must be conveyed in writing to the United States and the Compliance
Monitor within 10 calendar days of the Compliance Monitor's action that
gives rise to Defendant's objection, or else Defendant will have waived
any such objections.
E. The monitor will serve at the cost and expense of Defendant
pursuant to a written agreement, on terms and conditions, including
confidentiality requirements and conflict of interest certifications,
approved by the United States in its sole discretion. If the Compliance
Monitor and Defendant are unable to reach such a written agreement
within 14 calendar days of the Court's appointment of the monitor, or
if the United States, in its sole discretion, declines to approve the
proposed written agreement, the United States, in its sole discretion,
may take appropriate action, including making a
[[Page 8600]]
recommendation as to the Compliance Monitor's costs and expenses to the
Court, which may set the terms and conditions for the Compliance
Monitor's costs and expenses.
F. The Compliance Monitor may hire, at the cost and expense of
Defendant, any agents and consultants, including investment bankers,
attorneys, and accountants, that are reasonably necessary in the
Compliance Monitor's judgment to assist with the Compliance Monitor's
duties. These agents or consultants will be directed by and solely
accountable to the Compliance Monitor and will serve on terms and
conditions, including confidentiality requirements and conflict-of-
interest certifications, approved by the United States in its sole
discretion. Within three business days of hiring any agents or
consultants, the Compliance Monitor must provide written notice of the
hiring and the rate of compensation to Defendant and the United States.
G. The Compliance Monitor must provide yearly reports to the United
States, with the first report due six months after the Compliance
Monitor is appointed and subsequent reports due yearly thereafter,
setting forth Defendant's efforts to comply with its obligations under
this Final Judgment. If the Compliance Monitor learns of any potential
violation of the Final Judgment by Defendant's officers, employees, or
agents, the Compliance Monitor must promptly disclose to the Antitrust
Division the nature and extent of any such potential violation and the
Antitrust Division may require, in its sole discretion and without
prejudice to any other remedy available for any violation of the Final
Judgment, that the Compliance Monitor conduct additional investigation
of compliance with this Final Judgment beyond any limits set forth in
Paragraph IX.B.
H. The Compliance Monitor must account for all costs and expenses
incurred. The compensation of the Compliance Monitor and agents or
consultants retained by the Compliance Monitor must be on reasonable
and customary terms commensurate with the individuals' experience and
responsibilities.
I. Defendant's failure to promptly pay the Compliance Monitor's
accounted-for costs and expenses, including for agents and consultants,
will constitute a violation of this Final Judgment and may result in
sanctions imposed by the Court. If Defendant disputes any part of the
Compliance Monitor's accounted-for costs and expenses, Defendant must
establish an escrow account into which Defendant must pay the disputed
costs and expenses until the dispute is resolved.
J. Defendants must use best efforts to cooperate fully with the
Compliance Monitor and to assist the Compliance Monitor to monitor
Defendants' compliance with their obligations under this Final
Judgment. Subject to reasonable protection for trade secrets, other
confidential research, development, or commercial information, or any
applicable privileges, Defendant must provide the Compliance Monitor
and agents or consultants retained by the Compliance Monitor with full
and complete access to all personnel (current and former), agents,
consultants, books, records, and facilities. Defendant may not take any
action to interfere with or to impede accomplishment of the Compliance
Monitor's responsibilities.
K. If the United States determines that the Compliance Monitor is
not acting diligently or in a reasonably cost-effective manner, or if
the Compliance Monitor becomes unable to continue in their role for any
reason, the United States may recommend that the Court appoint a
substitute.
L. Once appointed by the Court, the Compliance Monitor will serve
until the expiration of the Final Judgment.
X. Compliance Inspection
A. For the purposes of determining or securing compliance with this
Final Judgment or of related orders such as the Stipulation and Order
entered in this matter or of determining whether this Final Judgment
should be modified or vacated, upon written request of an authorized
representative of the Assistant Attorney General for the Antitrust
Division, and reasonable notice to Defendant, Defendant must permit,
from time to time and subject to legally recognized privileges,
authorized representatives, including agents retained by the United
States:
1. to have access during Defendant's office hours to inspect and
copy, or at the option of the United States, to require Defendant to
provide electronic copies of all books, ledgers, accounts, records,
data, and documents in the possession, custody, or control of Defendant
relating to any matters contained in this Final Judgment; and
2. to interview, either informally or on the record, Defendant's
officers, employees, or agents, who may have their individual counsel
present, relating to any matters contained in this Final Judgment. The
interviews must be subject to the reasonable convenience of the
interviewee and without restraint or interference by Defendant.
B. Upon request of the United States, Defendant must provide
documents sufficient to show how Cortland's Revenue Management Product
is trained and how it determines prices for Cortland Properties during
its Runtime Operation, and changes to these processes.
C. The United States will have the right to obtain and inspect at
an Antitrust Division office, or at another location at the Division's
discretion, the code and pseudocode of the Cortland Revenue Management
Product to ensure compliance with Section IV. Cortland will be
responsible for the costs and expenses associated with said inspection
once annually.
XI. Public Disclosure
A. No information or documents obtained pursuant to any provision
or this Final Judgment, including reports the Compliance Monitor
provides to the United States pursuant to Paragraph IX.G, may be
divulged by the United States or the Compliance Monitor to any person
other than an authorized representative of the executive branch of the
United States, except in the course of legal proceedings to which the
United States is a party, including grand-jury proceedings, or as
otherwise required by law.
B. In the event that the Compliance Monitor should receive a
subpoena, court order, or other court process seeking production of
information or documents obtained pursuant to any provision in this
Final Judgment, including reports the Compliance Monitor provides to
the United States pursuant to Paragraph IX.G, the Compliance Monitor
must notify Defendant immediately and prior to any disclosure, so that
Defendant may address such potential disclosure and, if necessary,
pursue alternative legal remedies, including intervention in the
relevant proceedings.
C. In the event of a request by a third party, pursuant to the
Freedom of Information Act, 5 U.S.C. 552, for disclosure of information
obtained pursuant to any provision of this Final Judgment, the
Antitrust Division will act in accordance with that statute, and the
Department of Justice regulations at 28 CFR part 16, including the
provision on confidential commercial information, at 28 CFR 16.7.
Defendant, when submitting information to the Antitrust Division,
should designate the confidential commercial information portions of
all applicable documents and information under 28 CFR 16.7.
Designations of confidentiality expire 10 years after submission,
``unless the submitter requests and provides
[[Page 8601]]
justification for a longer designation period.'' See 28 CFR 16.7(b).
D. If at the time that Defendant furnishes information or documents
to the United States pursuant to any provision of this Final Judgment,
Defendant represents and identifies in writing information or documents
for which a claim of protection may be asserted under Rule 26(c)(1)(G)
of the Federal Rules of Civil Procedure, and the Defendant marks each
pertinent page of such material, ``Subject to claim of protection under
Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure,'' the United
States must give Defendant 10 calendar days' notice before divulging
the material in any legal proceeding (other than a grand jury
proceeding).
XII. Retention of Jurisdiction
The Court retains jurisdiction to enable any party to this Final
Judgment to apply to the 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.
XIII. Enforcement of Final Judgment
A. The United States retains and reserves all rights to enforce the
provisions of this Final Judgment, including the right to seek an order
of contempt from the Court. Defendant agrees that in a civil contempt
action, a motion to show cause, or a similar action brought by the
United States relating to an alleged violation of this Final Judgment,
the United States may establish a violation of this Final Judgment and
the appropriateness of a remedy therefor by a preponderance of the
evidence, and Defendant waives any argument that a different standard
of proof should apply.
B. This Final Judgment should be interpreted to give full effect to
the procompetitive purposes of the antitrust laws and to restore the
competition the United States alleges was harmed by the challenged
conduct. Defendant agrees that it may be held in contempt of, and that
the Court may enforce, any provision of this Final Judgment that, as
interpreted by the Court in light of these procompetitive principles
and applying ordinary tools of interpretation, is stated specifically
and in reasonable detail, whether or not it is clear and unambiguous on
its face. In any such interpretation, the terms of this Final Judgment
should not be construed against either party as the drafter.
C. In an enforcement proceeding in which the Court finds that
Defendant has violated this Final Judgment, the United States may apply
to the Court for an extension of this Final Judgment, together with
other relief that may be appropriate. In connection with a successful
effort by the United States to enforce this Final Judgment against
Defendant, whether litigated or resolved before litigation, Defendant
agrees to reimburse the United States for the fees and expenses of its
attorneys, as well as all other costs including experts' fees, incurred
in connection with that effort to enforce this Final Judgment,
including in the investigation of the potential violation.
D. For a period of four years following the expiration of this
Final Judgment, if the United States has evidence that Defendant
violated this Final Judgment before it expired, the United States may
file an action against Defendant in this Court requesting that the
Court order: (1) Defendant to comply with the terms of this Final
Judgment for an additional term of at least four years following the
filing of the enforcement action; (2) all appropriate contempt
remedies; (3) additional relief needed to ensure Defendant complies
with the terms of this Final Judgment; and (4) fees or expenses as
called for by this Section.
XIV. Expiration of Final Judgment
Unless the Court grants an extension, this Final Judgment will
expire 4 years from the date of its entry, except that after two years
from the date of its entry, this Final Judgment may be terminated upon
notice by the United States to the Court and Defendant that the
continuation of this Final Judgment is no longer necessary or in the
public interest.
XV. Reservation of Rights
The Final Judgment relates only to the resolution of the Settled
Civil Claims. The United States reserves all rights for any other
claims against Defendant that may be brought in the future. The entry
of the Final Judgment does not limit the ability of any non-settling
attorney general of any State to bring or maintain any action under
federal or state law against Defendant.
XVI. 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 by making available to the
public copies of this Final Judgment and the Competitive Impact
Statement, public comments thereon, and any response to comments by the
United States. Based upon the record before the Court, which includes
the Competitive Impact Statement and, if applicable, 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
United States District Court for the Middle District of North Carolina
United States of America, et al., Plaintiffs, v. RealPage, INC.,
et al., Defendants.
No. 1:24-cv-00710-LCB-JLW
Competitive Impact Statement
In accordance with the Antitrust Procedures and Penalties Act, 15
U.S.C. 16(b)-(h) (the ``APPA'' or ``Tunney Act''), the United States of
America files this Competitive Impact Statement related to the proposed
Final Judgment against Defendant Cortland Management, LLC, which has
been filed in this civil antitrust proceeding (ECF No. 49-1).
I. Nature and Purpose of the Proceeding
On August 23, 2024, the United States filed a civil antitrust
Complaint against RealPage, Inc. (``RealPage''). On January 7, 2025,
the United States amended its civil Complaint (the ``Complaint'') to
add Cortland Management, LLC (``Cortland'') and five other landlords as
Defendants. Until January 1, 2025, Cortland licensed a revenue
management software called YieldStar from RealPage. RealPage also
licenses YieldStar and its other revenue management software to
Cortland's competitors, including the other landlords named in the
United States' Complaint. The Complaint alleges that Cortland's
licensing and use of RealPage's YieldStar was unlawful under Section 1
of the Sherman Act, 15 U.S.C. 1.
The Complaint alleges that, by unlawfully sharing its confidential
and competitively sensitive information with RealPage for use in its
and competing landlords' pricing, Cortland violated Section 1 of the
Sherman Act, 15 U.S.C. 1. Under their licensing agreements with
RealPage, Cortland and competing landlords have provided RealPage with
daily, competitively sensitive, nonpublic information relating to their
leasing businesses, including details like how many leases have been
renewed, for what terms, and at what price. The transactional data that
Cortland and other landlords have agreed to provide to RealPage
includes current, forward-looking, granular, and
[[Page 8602]]
highly competitively sensitive information. RealPage has used
Cortland's competitively sensitive, nonpublic information to influence
rental prices and other recommendations across rental properties
managed by competing landlords. Cortland's rental prices and related
recommendations were also influenced by its competitors' competitively
sensitive, nonpublic information. In each relevant market, RealPage and
participating landlords, including Cortland, have sufficient market
power, including market and data penetration, to harm renters and the
competitive process through this unlawful sharing of confidential and
competitively sensitive information. Moreover, Cortland and other
landlords can achieve any procompetitive objective of revenue
management software without sharing this kind of information.
The Complaint also alleges that Cortland and other landlords, by
adopting and using RealPage's revenue management software, have agreed
with RealPage and each other to align their pricing and thereby violate
Section 1 of the Sherman Act, 15 U.S.C. 1. RealPage has entered into
agreements with Cortland and its competing landlords relating to how to
price rental units, including through the licensing of its revenue
management software--AI Revenue Management (``AIRM''), YieldStar, and
Lease Rent Options (``LRO'')--to landlords, and the provision by
landlords of their competitively sensitive, nonpublic transactional
data to RealPage for training and running its revenue management
software. Adoption and use of RealPage's revenue management software by
Cortland and other landlords has the likely effect of aligning their
pricing processes, strategies, and pricing responses, and Cortland and
other landlord users understand this likely effect.
The Complaint alleges monopolization and attempted monopolization
claims against RealPage, but not against Cortland or any of its
competing landlords. Through its licensing agreements, RealPage has
amassed a massive reservoir of competitively sensitive data from
competing landlords. RealPage has ensured that other providers of
revenue management software cannot compete on the merits unless they
enter into similar agreements with landlords, thereby obstructing them
from competing with products that do not harm the competitive process.
At the same time the Complaint against Cortland was filed, the
United States filed a proposed Final Judgment and a Stipulation and
Order (``Stipulation and Order''), which are designed to remedy the
loss of competition alleged in the Complaint due to Cortland's conduct.
The proposed Final Judgment, which is explained more fully below,
imposes several requirements and restrictions on Cortland that address
the United States' anticompetitive concerns regarding Cortland's
conduct alleged in the Complaint. Specifically:
i. Cortland must move from RealPage revenue management software to
its proprietary revenue management software within 30 days of entry of
the Stipulation and Order;
ii. Cortland's revenue management software cannot use any third-
party nonpublic data, including in training its models or in the run-
time operation;
iii. Cortland's revenue management software cannot pool pricing
information across its different owners;
iv. The supply and demand models for Cortland's revenue management
software cannot be trained using rental pricing, concessions,
discounts, occupancy rates or capacity, or other rental pricing terms
data across different owners;
v. Cortland cannot disclose, solicit, or use competitively
sensitive information from competitors that can be used to set rental
prices or generate pricing;
vi. Cortland must cooperate in this civil antitrust proceeding
(United States et al. v. RealPage et al.) with respect to its prior use
of RealPage's products and the monopolization and attempted
monopolization claims against RealPage;
vii. Cortland must adopt a written antitrust compliance policy and
designate a chief antitrust compliance officer who will train Cortland
employees on the policy, enforce the policy, and perform annual audits
for compliance with the policy;
viii. Cortland must allow the United States to perform inspections
of its documents, code, and pseudocode relating to its proprietary
revenue management software as well as to interview its employees to
ensure compliance with the Final Judgment.
ix. Cortland cannot license or use any third-party revenue
management software without the appointment of a compliance monitor who
will have the ability to seek information from Cortland's employees to
ensure compliance with certain restrictions related to use of third-
party revenue management software and communications between Cortland
and other property management companies;
x. Even with the oversight of a compliance monitor, Cortland cannot
license or use any third-party revenue management software that (i)
uses third-party nonpublic data to recommend or set prices or (ii)
pools information across Cortland properties with different owners; and
xi. Cortland will also be subject to the appointment of a
compliance monitor if the Court finds that Cortland has violated the
terms of the proposed Final Judgment.
Under the terms of the Stipulation and Order, Cortland must abide
by and comply with the provisions of the proposed Final Judgment until
it is entered by the Court or until the time for all appeals of any
Court ruling declining entry of the proposed Final Judgment has
expired.
The United States and Cortland have stipulated that the proposed
Final Judgment may be entered by the Court after compliance with the
APPA. Entry of the proposed Final Judgment will terminate this action
with respect to Cortland, except that the Court will retain
jurisdiction to construe, modify, or enforce the provisions of the
proposed Final Judgment and to punish violations thereof by Cortland.
II. Description of Events Giving Rise to the Alleged Sherman Act
Violations
RealPage is a provider of commercial revenue management and
property management software to property management companies,
including Cortland, who have used that software to set rental prices
for the properties that they manage and/or own. RealPage currently
licenses three revenue management software products including its
legacy product, YieldStar, to landlords. YieldStar uses confidential,
competitively sensitive data collected from competing landlords as a
critical input to generate price recommendations for competing
landlords. This data includes rental applications, executed new leases,
renewal offers and acceptances, and forward-looking occupancy. The data
is pulled from property management software, such as RealPage's OneSite
product. Landlords use property management software to collect and
track rental payments, manage leases, property maintenance, accounting,
and other property management functions.
When deciding where to live, renters often visit numerous
properties that are owned and managed by competing landlords so that
they can compare rental offerings and select their best housing option
considering price and other terms. When competing landlords do not have
access to each other's
[[Page 8603]]
nonpublic data, or recommendations informed by competitors' nonpublic
data, they are more likely to act independently and compete more
vigorously on price and better leasing terms to secure new leases and
renewals from renters. RealPage, however, provides landlords who use
its revenue management software with pricing recommendations and
pricing based on competitors' competitively sensitive data. Widespread
adoption of RealPage's revenue management software leads to pricing
decisions by landlords such as Cortland that are based on
recommendations coming from a common pricing model and powered by
competitively sensitive, nonpublic data, harming the ability of renters
to obtain a competitive price for their housing. The use of
competitors' competitively sensitive data in this manner thus harms
renters as well as the competitive process itself.
Cortland, headquartered in Atlanta, Georgia, is one of the largest
apartment managers in the United States. As of 2024, Cortland managed
more than 80,000 units and more than 220 properties in the United
States. As an apartment manager, Cortland makes strategic and
competitive decisions for the apartments it manages, including
determination of new lease and renewal terms, such as rental price.
Before January 1, 2025, Cortland licensed YieldStar from RealPage. Per
the licensing agreement, Cortland relied on YieldStar to recommend
rental prices for its units, which was informed by competitively
sensitive data provided by Cortland's competitors. Cortland also
provided its competitively sensitive data to RealPage, to be used to
inform the rental prices that RealPage's software recommended to
Cortland's competitors. Further, Cortland agreed with RealPage to use
YieldStar pricing software as RealPage designed it. It reviewed
YieldStar floor plan price recommendations daily and used the software
to set scheduled floor plan rents or even unit-level prices.
In summary, the Complaint alleges that Cortland unlawfully shared
its competitively sensitive information for use in pricing by competing
landlords that also license RealPage's software, and that Cortland
agreed to align its pricing with that of its competitors by using
RealPage's software in the way that the software has been designed.
Until January 1, 2025, Cortland used RealPage's revenue management
software to inform its setting of rental prices and discounts--such as
concessions of a free month of rent--and to make other competitive and
strategic decisions relating to rental prices and terms.
III. Explanation of the Proposed Final Judgment
The relief required by the proposed Final Judgment will remedy the
loss of competition alleged in the Complaint by precluding Cortland
from sharing competitively sensitive, nonpublic information, directly
or indirectly, with competing property management companies and from
forming agreements, directly or indirectly, to align prices with its
competitors. The terms described below provide prompt, certain, and
effective remedies to ensure that Cortland has terminated its alleged
illegal conduct and prevent Cortland from engaging in the same or
similar conduct in the future.
A. Cortland's Use of Proprietary Revenue Management Product(s)
Cortland has agreed to stop licensing and using YieldStar and will
instead use its own proprietary revenue management software in all of
its properties within 30 days of the entry of the Stipulation and
Order. It has further agreed that it will transfer any future
properties it will manage from third-party revenue management software
to its proprietary revenue management software within 30 days from the
date it begins managing such property.
The proposed Final Judgment requires Cortland to limit the type of
data it uses in its proprietary software. Paragraph IV.A of the
proposed Final Judgment precludes Cortland's proprietary revenue
management software from using other landlords' competitively sensitive
data to set rental prices. Paragraph IV.A also prevents Cortland from
pooling different property owners' competitively sensitive data even if
they are Cortland clients. This prohibition ensures that property
owners who compete in the multifamily rental housing industry are not
using their relationship with Cortland to gain access to each other's
data.
Paragraph IV.B prohibits Cortland from training its revenue
management software's models using certain competitively sensitive data
from other landlords. A model is a set of rules or instructions that
software relies on to calculate a defined output which, in this case,
is a recommended rental price for a floorplan or unit. Models are
trained using data to define and refine the rules or instructions by
which it operates. Paragraph IV.B restricts Cortland from pooling or
combining data on rental pricing, concessions, discounts, occupancy
rates or capacity, or other rental pricing terms from Cortland
properties for different property owners. The restriction on pooling
competitors' data thus also prohibits Cortland from training its
software models using pricing and occupancy data from competing
property owners, therefore reducing concerns about competitors
benefiting from each other's competitively sensitive data to plan their
pricing.
Paragraph IV.C prohibits Cortland's proprietary revenue management
software from disclosing any of Cortland's property data to any other
property management company or property owner.
B. Restrictions Concerning Use of Third-Party Revenue Management
Software
The decree prohibits Cortland from using third-party revenue
management software without an independent, court-appointed monitor and
without satisfying additional conditions. By shifting to proprietary
software, which it does not license or otherwise provide to other
property management companies, Cortland will no longer use revenue
management software to align prices with its competitors. Additionally,
Cortland will no longer participate in RealPage-sponsored meetings, in
which sensitive data has been or may be shared. If Cortland decides to
use third-party revenue management software, Paragraph V.A requires
Cortland to select a software product that does not (1) use
competitively sensitive data from other landlords to set rental prices
or generate rental pricing recommendations, (2) use data from different
Cortland owners to set rental prices or generate rental pricing
recommendations, (3) disclose data from a Cortland property to a rival
property management company or property owner, (4) pool or combine data
from different owners, or (5) contain or use a pricing algorithm that
has been trained using non-Cortland data. Paragraph V.A also prohibits
Cortland from selecting and using a third-party revenue management
software product that has rental floors or limits rental pricing
recommendation decreases based on competing properties' rental prices.
In the event that Cortland chooses in the future to use third-party
revenue management software, then pursuant to Paragraph IX.A the Court
will appoint an independent monitor. Paragraph IX.B provides that the
monitor will be responsible for ensuring that Cortland complies with
the requirements for licensing third-party revenue management software,
as stated in Paragraph V.A. Further, the monitor will have the
authority to take such steps that may be necessary to ensure
[[Page 8604]]
compliance with these requirements. These steps may include
interviewing Cortland employees and collecting Cortland documents.
The proposed Final Judgment includes an additional restriction on
Cortland's ability to make agreements with non-clients regarding
revenue management software. Specifically, Paragraph V.B prohibits
Cortland from agreeing with a non-client property owner or a competing
property management company to use a particular revenue management
software. This provision reduces the risk of competitors agreeing with
each other to use the same revenue management software across their
clients.
If Cortland chooses to use third-party revenue management software
in the future, Paragraph V.C requires Cortland to notify the United
States 30 days prior to switching to that product. Cortland must also
submit to the United States a certification from the third-party
revenue management software vendor that the product complies with the
requirements in Paragraph V.A of the proposed Final Judgment.
C. Other Prohibited Conduct
In addition to restrictions and conditions on Cortland's use of
revenue management software, the proposed Final Judgment also limits
Cortland's ability to communicate with competitors regarding certain
competitively sensitive information for the purpose of setting prices.
Paragraph VI.A prohibits Cortland from disclosing, soliciting, or using
any competitively sensitive data from competitors as part of setting
rental prices or generating rental price recommendations except for the
property owner of a particular Cortland property. Paragraph VI.A
clarifies that the restrictions include any data obtained through any
form of communication, including call arounds or market surveys,
meetings, calls, text messages, emails, or shared documents.
Paragraph VI.B prevents Cortland from using any competitively
sensitive data belonging to other landlords, whether Cortland derived
that non-Cortland data from revenue management software or obtained it
from direct communications with other landlords. Cortland must also
identify to the United States the existence and location of any such
data. This does not apply to any data for Cortland properties
maintained in OneSite.
D. Cooperation
Under the terms of the proposed Final Judgment, Cortland must
cooperate with the United States relating to Cortland's prior use of
RealPage's revenue management products and the United States'
monopolization and attempted monopolization claims against RealPage, as
described above. The cooperation includes voluntary interviews with 10
employees for up to 40 hours, making witnesses available to the United
States before trial, proffers of knowledge, and the production of
documents and other information.
E. Compliance Terms
Pursuant to Paragraph X.A, Cortland must provide the United States
with access to Cortland's books, records, data, and documents,
including communications with other property managers, to enable the
United States to assess Cortland's compliance with the terms of the
Final Judgment. Cortland must also permit the United States to
interview Cortland's officers, employees, or agents relating to any
matters contained in this Final Judgment. Cortland must also provide
the United States with documents describing how Cortland's proprietary
revenue management software is trained and how it determines prices for
properties it manages, as well as changes to these processes. Cortland
must also allow the United States to inspect Cortland's software code
and pseudocode of that software for independent verification.
Additionally, Paragraph VII.A requires Cortland's chief antitrust
officer to audit Cortland's operations. The annual audits must, at a
minimum, include employees in Cortland's revenue management group and a
randomly selected group of employees who manage property operations.
Paragraph VI.B requires Cortland to submit an annual certification from
its General Counsel that Cortland has established and maintained the
annual antitrust compliance policy and training, that Cortland's
revenue management software continues to satisfy the requirements in
the proposed Final Judgment, and that Cortland has complied with the
requirements in Paragraph VI.A to not disclose, solicit, or share
competitively sensitive data.
F. Compliance Monitor
Paragraph IX.A requires that if Cortland decides to use third-party
revenue management software rather than its own propriety revenue
management software (as described above), or if a Court finds that
Cortland has violated the terms of the proposed Final Judgment,
Cortland agrees to the appointment of an independent third-party
antitrust compliance monitor selected by the United States in its sole
discretion and approved by the Court.
The monitor will assess Cortland's compliance with the Final
Judgment, in particular, its use of revenue management software and
communications with other property management companies. Paragraph IX.B
provides the monitor the authority to select up to 15 Cortland
employees to investigate their and Cortland's compliance with the Final
Judgment, such as by interviewing these employees and reviewing their
files.
The compliance monitor will serve at Cortland's expense, on such
terms and conditions as the United States approves, in its sole
discretion, and Cortland must assist the compliance monitor in
fulfilling his or her obligations. Among other responsibilities, the
compliance monitor will provide an annual report to the United States
setting forth Cortland's efforts to comply with its obligations under
the Final Judgment. The compliance monitor will not have any
responsibility or obligation for the operation of Cortland's
businesses. The compliance monitor will serve for the remainder of the
term of the consent decree.
G. Other Provisions
The proposed Final Judgment also contains provisions designed to
promote compliance with and make enforcement of the Final Judgment as
effective as possible. Paragraph XIII.A provides that the United States
retains and reserves all rights to enforce the Final Judgment,
including the right to seek an order of contempt from the Court. Under
the terms of this paragraph, Cortland has agreed that in any civil
contempt action, any motion to show cause, or any similar action
brought by the United States regarding an alleged violation of the
Final Judgment, the United States may establish the violation and the
appropriateness of any remedy by a preponderance of the evidence and
that Cortland has waived any argument that a different standard of
proof should apply. This provision aligns the standard for compliance
with the Final Judgment with the standard of proof that applies to the
underlying offense addressed by the Final Judgment.
Paragraph XIII.B provides additional clarification regarding the
interpretation of the provisions of the proposed Final Judgment.
Pursuant to Paragraph XIII.B of the proposed Final Judgment, Cortland
agrees that it will abide by the proposed Final Judgment and that it
may be held in contempt of the Court for failing to comply with any
provision of the proposed Final Judgment that is
[[Page 8605]]
stated specifically and in reasonable detail, as interpreted in light
of its procompetitive purpose.
Paragraph XIII.C provides that if the Court finds in an enforcement
proceeding that Cortland has violated the Final Judgment, the United
States may apply to the Court for an extension of the Final Judgment,
together with such other relief as may be appropriate. In addition, to
compensate American taxpayers for any costs associated with
investigating and enforcing violations of the Final Judgment, Paragraph
XIII.C provides that in any successful effort by the United States to
enforce the Final Judgment against Cortland, whether litigated or
resolved before litigation, Cortland must reimburse the United States
for attorneys' fees, experts' fees, and other costs incurred in
connection with that effort to enforce this Final Judgment, including
the investigation of the potential violation.
Paragraph XVI.D of the proposed Final Judgment states that the
United States may file an action against a Cortland for violating the
Final Judgment for up to four years after the Final Judgment has
expired or been terminated. This provision is meant to address
circumstances such as when evidence that a violation of the Final
Judgment occurred during the term of the Final Judgment is not
discovered until after the Final Judgment has expired or been
terminated, or when there is not sufficient time for the United States
to complete an investigation of an alleged violation until after the
Final Judgment has expired or been terminated. This provision therefore
makes clear that, for four years after the Final Judgment has expired
or been terminated, the United States may still challenge a violation
that occurred during the term of the Final Judgment.
Finally, Section XIV of the proposed Final Judgment provides that
the Final Judgment will expire four years from the date of its entry,
except that after two years from that date, the Final Judgment may be
terminated upon notice by the United States to the Court and to
Cortland that continuation of the Final Judgment is no longer necessary
or in the public interest.
IV. Remedies Available to Potential Private Plaintiffs
Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any
person who 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 neither impairs
nor assists 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 Cortland.
V. Procedures Available for Modification of the Proposed Final Judgment
The United States and Cortland 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 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 60
days of the date of publication of this Competitive Impact Statement in
the Federal Register, or within 60 days of the first 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 U.S. Department of Justice, which remains
free to withdraw its consent to the proposed Final Judgment at any time
before the Court's entry of the Final Judgment. The comments and the
responses of the United States will be filed with the Court. In
addition, the comments and the United States' responses will be
published in the Federal Register unless the Court agrees that the
United States instead may publish them on the U.S. Department of
Justice, Antitrust Division's internet website.
Written comments should be submitted in English to: Aaron Hoag,
Chief, Technology and Digital Platforms Section, Antitrust Division,
United States Department of Justice, 450 Fifth St. NW, Suite 7100,
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
As an alternative to the proposed Final Judgment, the United States
considered a full trial on the merits against Cortland. The United
States could have continued its litigation against Cortland and brought
the case to trial, seeking relief including an injunction against
Cortland's sharing of its competitively sensitive, nonpublic data with
RealPage and other landlords, an injunction against Cortland using
AIRM, YieldStar, or similar products that use competing properties'
nonpublic data to recommend prices, and an injunction preventing any
communication with competitors that leads to alignment of prices. The
United States is satisfied, however, that the relief required by the
proposed Final Judgment will remedy the anticompetitive effects alleged
in the Complaint with respect to Cortland, preserving competition for
multifamily rental housing. Thus, the proposed Final Judgment achieves
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.
VII. Standard of Review Under the APPA for the Proposed Final Judgment
Under the Clayton Act and APPA, proposed Final Judgments, or
``consent decrees,'' in antitrust cases brought by the United States
are subject to a 60-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
[[Page 8606]]
``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); United States v. U.S. Airways Grp., 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 U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11,
2009) (noting that a court's review of a proposed Final 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 mechanisms to enforce
the final judgment are clear and manageable''); United States v.
Charleston Area Med. Ctr., Inc., No. CV 2:16-3664, 2016 WL 6156172, at
*2 (S.D.W. Va. Oct. 21, 2016) (explaining that in evaluating whether
the proposed final judgment is in the public interest, the inquiry is
``a narrow one.''); United States v. Mountain Health Care, 1:02-CV-288-
T, 2003 WL 22359598, at *7 (W.D.N.C. 2003) (``[W]ith 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.' '') citing United States v. BSN, 858 F.2d 456, 462-63 (9th
Cir. 1988)).
As the U.S. Court of Appeals for the D.C. Circuit has held, under
the APPA a court considers, among other things, the relationship
between the remedy secured and the specific allegations in the
government's Complaint, whether the proposed Final Judgment is
sufficiently clear, whether its enforcement mechanisms are sufficient,
and whether it may positively harm third parties. See Microsoft, 56
F.3d at 1458-62; United States v. Math Works, No. 02-888-A, 2003 WL
1922140, *17 (E.D. Va. 2003). With respect to the adequacy of the
relief secured by the proposed Final Judgment, a court may not ``make
de novo determination of facts and issues.'' United States v. W. Elec.
Co., 993 F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted);
see also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc.,
152 F. Supp. 2d 37, 40 (D.D.C. 2001); United States v. Enova Corp., 107
F. Supp. 2d 10, 16 (D.D.C. 2000); InBev, 2009 U.S. Dist. LEXIS 84787,
at *3. Instead, ``[t]he balancing of competing social and political
interests affected by a proposed antitrust decree must be left, in the
first instance, to the discretion of the Attorney General.'' W. Elec.
Co., 993 F.2d at 1577 (quotation marks omitted). ``The court should
also bear in mind the flexibility of the public interest inquiry: the
court's function is not to determine whether the resulting array of
rights and liabilities is the one that will best serve society, but
only to confirm that the resulting settlement is within the reaches of
the public interest.'' Microsoft, 56 F.3d at 1460 (quotation marks
omitted); see also United States v. Deutsche Telekom AG, No. 19-2232
(TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020); Math Works, 2003
WL 1922140 at *18; Mountain Health Care, 2003 WL 22359598, at *7. More
demanding requirements would ``have enormous practical consequences for
the government's ability to negotiate future settlements,'' contrary to
congressional intent. Microsoft, 56 F.3d at 1456. ``The Tunney Act was
not intended to create a disincentive to the use of the consent
decree.'' Id.
The United States' predictions about the efficacy of the remedy are
to be afforded deference by the Court. See, e.g., Microsoft, 56 F.3d at
1461 (recognizing courts should give ``due respect to the Justice
Department's . . . view of the nature of its case''); United States v.
Iron Mountain, Inc., 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (``In
evaluating objections to settlement agreements under the Tunney Act, a
court must be mindful that [t]he government need not prove that the
settlements will perfectly remedy the alleged antitrust harms[;] it
need only provide a factual basis for concluding that the settlements
are reasonably adequate remedies for the alleged harms.'' (internal
citations omitted)); United States v. Republic Servs., Inc., 723 F.
Supp. 2d 157, 160 (D.D.C. 2010) (noting ``the deferential review to
which the government's proposed remedy is accorded''); United States v.
Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (``A
district court must accord due respect to the government's prediction
as to the effect of proposed remedies, its perception of the market
structure, and its view of the nature of the case.''). The ultimate
question is whether ``the remedies [obtained by the Final Judgment are]
so inconsonant with the allegations charged as to fall outside of the
'reaches of the public interest.' '' Microsoft, 56 F.3d at 1461
(quoting W. Elec. Co., 900 F.2d at 309).
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 (``[T]he
'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''); Math Works, 2003 WL 1922140 at
*18; Mountain Health Care 2003 WL 22359598, at *8. 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.
In its 2004 amendments to the APPA, Congress made clear its intent
to preserve the practical benefits of using judgments proposed by the
United States in antitrust enforcement, Public Law 108-237 Sec. 221,
and added 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).
This language explicitly wrote into the statute what Congress intended
when it first 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). ``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 (citing Enova Corp., 107 F.
Supp. 2d at 17).
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: January 23, 2025.
Respectfully submitted,
[[Page 8607]]
For Plaintiff United States of America:
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Henry C. Su, David A. Geiger, Danielle Hauck, John J. Hogan, Kris A.
P[eacute]rez Hicks,
Attorneys, United States Department of Justice, Antitrust Division,
Technology and Digital Platforms Section, 450 Fifth St. NW, Suite
7100, Washington DC 20530, Telephone: (202) 307-6200, Email:
[email protected].
[FR Doc. 2025-01886 Filed 1-29-25; 8:45 am]
BILLING CODE 4410-11-P