CoreLogic, Inc.; Analysis of Agreement Containing Consent Order To Aid Public Comment, 21461-21464 [2014-08635]

Download as PDF Federal Register / Vol. 79, No. 73 / Wednesday, April 16, 2014 / Notices Privacy Act Appeals Officer. Requests may be mailed to the Privacy Act Appeals Officer, Federal Housing Finance Agency, 400 Seventh Street SW., Washington, DC 20024, or can be submitted electronically at http:// www.fhfa.gov/Default.aspx?Page=236 in accordance with the procedures set forth in 12 CFR part 1204. RECORD SOURCE CATEGORIES: The information is obtained from individuals who respond to the National Survey of Mortgage Borrowers, credit repository files, other FHFA systems of records, other Federal government systems of records, commercial data aggregators, or other commercial entities. EXEMPTIONS CLAIMED FOR THE SYSTEM: None. Dated: April 7, 2014. Melvin L. Watt, Director, Federal Housing Finance Agency. [FR Doc. 2014–08566 Filed 4–15–14; 8:45 am] BILLING CODE 8070–01–P FEDERAL MARITIME COMMISSION pmangrum on DSK3VPTVN1PROD with NOTICES Notice of Agreements Filed The Commission hereby gives notice of the filing of the following agreements under the Shipping Act of 1984. Interested parties may submit comments on the agreements to the Secretary, Federal Maritime Commission, Washington, DC 20573, within twelve days of the date this notice appears in the Federal Register. Copies of the agreements are available through the Commission’s Web site (www.fmc.gov) or by contacting the Office of Agreements at 202/523–5793 or tradeanalysis@fmc.gov. Agreement No.: 012032–010. Title: CMA CGM/MSC/Maersk Line North and Central China-U.S. Pacific Coast Three-Loop Space Charter, Sailing and Cooperative Working Agreement. Parties: A.P. Moller-Maersk A/S, CMA CGM S.A., and MSC Mediterranean Shipping Company SA. Filing Party: Wayne R. Rohde, Esq.; Cozen O’Connor; 1627 I Street NW., Suite 1100; Washington, DC 20006. Synopsis: The amendment extends the duration of the agreement. Agreement No.: 012073–003. Title: MSC/CSAV Group Vessel Sharing Agreement. Parties: MSC Mediterranean Shipping ˇ Company SA; Compania Sud Americana de Vapores S.A.; Companhia Libra de Navegacao; and Compania Libra de Navegacion Uruguay S.A.. Filing Party: Wayne R. Rohde, Esq.; Cozen O’Connor; 1627 I Street NW., VerDate Mar<15>2010 15:20 Apr 15, 2014 Jkt 232001 Suite 1100; Washington, DC 20006– 4007. Synopsis: The amendment would decrease CSAV Group’s space allocation and make the corresponding changes to MSC’s space allocation. Agreement No.: 012199–001. Title: NYK/Hyundai Americas NorthSouth Service Slot Charter Agreement. Parties: Nippon Yusen Kaisha and Hyundai Merchant Marine Co., Ltd. Filing Party: Robert Shababb; NYK Line (North America) Inc.; 300 Lighting Way, 5th Floor; Secaucus, NJ 07094. Synopsis: The agreement deletes Hanjin from the agreement and updates the slot charter amounts. Agreement No.: 012260. Title: MSC/Maersk Line USEC–WCSA Space Charter Agreement. Parties: MSC Mediterranean Shipping Company SA. and A.P. Moller-Maersk A/S. Filing Party: Wayne R. Rohde, Esq.; Cozen O’Connor; 1627 I Street NW., Suite 1100; Washington, DC 20006. Synopsis: The agreement authorizes MSC to charter space to Maersk Line in the trade between the U.S. East Coast, on the one hand, and ports in the Bahamas, Panama, Colombia (Pacific Coast only), Ecuador, Peru, and Chile, on the other hand. Agreement No.: 012261. Title: Eukor Car Carriers, Inc./Liberty Global Logistics LLC Space Charter Agreement. Parties: Eukor Car Carriers, Inc. and Liberty Global Logistics LLC. Filing Party: Brooke F. Shapiro; Winston & Strawn LLP; 200 Park Avenue; New York, NY 10166. Synopsis: The agreement authorizes Eukor and Liberty Global Logistics to charter space to each other on an ad hoc basis in the trade between the U.S. East and Gulf Coasts, on the one hand, and ports along the Arabian Sea, Red Sea, Persian Gulf and Middle East, India and Pakistan, on the other hand. Agreement No.: 012262. Title: The G6/Hanjin Vessel Sharing Agreement. Parties: American President Lines, Ltd. and APL Co. Pte, Ltd. (operating as one party); Hapag-Lloyd AG; Hyundai Merchant Marine Co., Ltd.; Mitsui O.S.K. Lines, Ltd.; Nippon Yusen Kaisha; Orient Overseas Container Line, Limited (all acting as a single party); and Hanjin Shipping Co., Ltd. Filing Party: David F. Smith, Esq.; Cozen O’Connor; 1627 I Street NW., Suite 1100; Washington, DC 20006. Synopsis: The agreement would authorize the parties to share vessels in the trade between the U.S. West Coast and Asia. By Order of the Federal Maritime Commission. PO 00000 Frm 00032 Fmt 4703 Sfmt 4703 21461 Dated: April 11, 2014. Rachel E. Dickon, Assistant Secretary. [FR Doc. 2014–08655 Filed 4–15–14; 8:45 am] BILLING CODE P FEDERAL TRADE COMMISSION [File No. 131 0199] CoreLogic, Inc.; Analysis of Agreement Containing Consent Order To Aid Public Comment Federal Trade Commission. Proposed Consent Agreement. AGENCY: ACTION: The consent agreement in this matter settles alleged violations of federal law prohibiting unfair methods of competition. The attached Analysis of Agreement Containing Consent Order to Aid Public Comment describes both the allegations in the draft complaint and the terms of the consent orders— embodied in the consent agreement— that would settle these allegations. DATES: Comments must be received on or before April 23, 2014. ADDRESSES: Interested parties may file comments at https:// ftcpublic.commentworks.com/ftc/ corelogicconsent online or on paper, by following the instructions in the Request for Comments part of the SUPPLEMENTARY INFORMATION section below. Write ‘‘CoreLogic, Inc., Consent Agreement; File No. 131–0199’’ on your comment and file your comment online at https://ftcpublic.commentworks.com/ ftc/corelogicconsenthttps:// ftcpublic.commentworks.com/ftc/ fidelitynationalconsent by following the instructions on the web-based form. If you prefer to file your comment on paper, mail or deliver your comments to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580. FOR FURTHER INFORMATION CONTACT: Cathlin Tully, Bureau of Competition, (202–326–3644), 600 Pennsylvania Avenue NW., Washington, DC 20580. SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, notice is hereby given that the above-captioned consent agreement containing consent order to cease and desist, having been filed with and accepted, subject to final approval, by the Commission, having been placed on the public record for a period of thirty (30) days. The following Analysis to Aid Public Comment SUMMARY: E:\FR\FM\16APN1.SGM 16APN1 pmangrum on DSK3VPTVN1PROD with NOTICES 21462 Federal Register / Vol. 79, No. 73 / Wednesday, April 16, 2014 / Notices describes the terms of the consent agreement, and the allegations in the complaint. An electronic copy of the full text of the consent agreement package can be obtained from the FTC Home Page (for March 24, 2014), on the World Wide Web, at http://www.ftc.gov/ os/actions.shtm. A paper copy can be obtained from the FTC Public Reference Room, Room 130–H, 600 Pennsylvania Avenue NW., Washington, DC 20580, either in person or by calling (202) 326– 2222. You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before April 23, 2014. Write ‘‘CoreLogic, Inc., Consent Agreement; File No. 131– 0199’’ on your comment. Your comment—including your name and your state—will be placed on the public record of this proceeding, including, to the extent practicable, on the public Commission Web site, at http:// www.ftc.gov/os/publiccomments.shtm. As a matter of discretion, the Commission tries to remove individuals’ home contact information from comments before placing them on the Commission Web site. Because your comment will be made public, you are solely responsible for making sure that your comment does not include any sensitive personal information, like anyone’s Social Security number, date of birth, driver’s license number or other state identification number or foreign country equivalent, passport number, financial account number, or credit or debit card number. You are also solely responsible for making sure that your comment does not include any sensitive health information, like medical records or other individually identifiable health information. In addition, do not include any ‘‘[t]rade secret or any commercial or financial information which . . . is privileged or confidential,’’ as discussed in Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2). In particular, do not include competitively sensitive information such as costs, sales statistics, inventories, formulas, patterns, devices, manufacturing processes, or customer names. If you want the Commission to give your comment confidential treatment, you must file it in paper form, with a request for confidential treatment, and you have to follow the procedure explained in FTC Rule 4.9(c), 16 CFR 4.9(c).1 Your comment will be kept 1 In particular, the written request for confidential treatment that accompanies the comment must include the factual and legal basis for the request, and must identify the specific portions of the VerDate Mar<15>2010 15:20 Apr 15, 2014 Jkt 232001 confidential only if the FTC General Counsel, in his or her sole discretion, grants your request in accordance with the law and the public interest. Postal mail addressed to the Commission is subject to delay due to heightened security screening. As a result, we encourage you to submit your comment online. To make sure that the Commission considers your online comment, you must file it at https:// ftcpublic.commentworks.com/ftc/ corelogicconsent by following the instructions on the web-based forms. If this Notice appears at http:// www.regulations.gov/#!home, you also may file a comment through that Web site. If you file your comment on paper, write ‘‘CoreLogic, Inc., Consent Agreement; File No. 131–0199’’ on your comment and on the envelope, and mail or deliver it to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580. If possible, submit your paper comment to the Commission by courier or overnight service. Visit the Commission Web site at http://www.ftc.gov to read this Notice and the news release describing it. The FTC Act and other laws that the Commission administers permit the collection of public comments to consider and use in this proceeding as appropriate. The Commission will consider all timely and responsive public comments that it receives on or before April 23, 2014. You can find more information, including routine uses permitted by the Privacy Act, in the Commission’s privacy policy, at http://www.ftc.gov/ftc/privacy.htm. Analysis of Agreement Containing Consent Order To Aid Public Comment Introduction The Federal Trade Commission (‘‘Commission’’) has accepted from CoreLogic, Inc. (‘‘CoreLogic’’), subject to final approval, an Agreement Containing Consent Order (‘‘Consent Agreement’’) designed to remedy the anticompetitive effects resulting from CoreLogic’s proposed acquisition of certain assets and other interests from TPG VI Ontario 1 AIV L.P. (‘‘TPG’’). Under the terms of the Decision and Order (‘‘Order’’) contained in the Consent Agreement, CoreLogic must grant Renwood RealtyTrac LLC (‘‘RealtyTrac’’) a license for national assessor and recorder bulk data that will restore to the market a third competitor comment to be withheld from the public record. See FTC Rule 4.9(c), 16 CFR 4.9(c). PO 00000 Frm 00033 Fmt 4703 Sfmt 4703 that will act independently of CoreLogic. The Consent Agreement has been placed on the public record for 30 days to solicit comments from interested persons. Comments received during this period will become part of the public record. After 30 days, the Commission will again review the Consent Agreement and the comments received, and will decide whether it should withdraw from the Consent Agreement, modify it, or make the Order final. Pursuant to a Purchase and Sale Agreement dated June 30, 2013, CoreLogic proposes to acquire certain assets and other interests from TPG, including its DataQuick Information Systems, Inc. (‘‘DataQuick’’) national real property public records bulk data business, for $661 million (the ‘‘acquisition’’). The Commission’s Complaint alleges that the acquisition, if consummated, would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by substantially lessening competition in the market for national assessor and recorder bulk data. The Parties CoreLogic, a publicly-traded company headquartered in Irvine, California, provides real property information, analytics, and services through a host of products tailored to the needs of customers in the lending, investment, and real estate industries. As part of its Data and Analytics segment, CoreLogic collects, maintains, and offers licenses for national assessor and recorder bulk data. Among its various assets and interests, TPG wholly owns Decision Insight Information Group, which owns DataQuick. DataQuick provides real property information, analytics, and services to the real estate, mortgage lending, and secondary investor markets in the United States. As part of its business, DataQuick offers licenses for national assessor and recorder bulk data. The Relevant Market The relevant product market in which to analyze the effects of the acquisition is the market for national assessor and recorder bulk data. National assessor and recorder bulk data consist of aggregated current and historical assessor and recorder data in bulk format for the vast majority of properties across the United States. National assessor and recorder bulk data offer data for all properties in covered jurisdictions in a standardized form. E:\FR\FM\16APN1.SGM 16APN1 Federal Register / Vol. 79, No. 73 / Wednesday, April 16, 2014 / Notices pmangrum on DSK3VPTVN1PROD with NOTICES Assessor and recorder data provide information regarding ownership, status, and value of properties. Assessor data consist of public record information concerning characteristics of individual real property parcels, including, but not limited to, square footage, number of bedrooms and bathrooms, sales information, history, and assessed value. Assessor data are often referred to as tax assessor or tax roll data. Recorder data consist of public record information abstracted from transactions related to real property, including, but not limited to, deeds, mortgages, liens, assignments, and foreclosures, the parties to the transaction, transfer tax, and purchase price. Assessor and recorder data and information are available from local (county or county-equivalent) government offices. Customers integrate national assessor and recorder bulk data into proprietary programs and systems for internal analyses or to create value-added products using the data, such as risk and fraud management tools, valuation models, and consumer-oriented property Web sites. National assessor and recorder bulk data customers cannot use regional assessor and recorder bulk data to create reliable internal analyses or value-added products. Regional bulk data providers offer data for certain limited geographic areas in the United States. National bulk data customers could not combine the data offered by regional firms to meet their needs because it would not provide the required geographic scope. The relevant geographic market in which to assess the competitive effects of the acquisition is the world. The relevant product is provided through electronic file transfer technology and can be supplied from anywhere in the world, notwithstanding the more limited geographic scope of the product itself. The Structure of the Market The acquisition would significantly increase concentration in an already highly concentrated market for national assessor and recorder bulk data. CoreLogic and DataQuick are two of the three firms that offer national assessor and recorder bulk data. Black Knight Financial Services, Inc. (formerly Lender Processing Services, Inc.) (‘‘Black Knight’’) is the only other competitor. DataQuick obtained historical data through a prior acquisition and since 2004 has obtained on-going national assessor and recorder bulk data primarily through a license with CoreLogic. The license allows DataQuick to re-license the data in bulk VerDate Mar<15>2010 15:20 Apr 15, 2014 Jkt 232001 and act independently of CoreLogic. DataQuick aggressively competes headto-head against CoreLogic and Black Knight to furnish national assessor and recorder bulk data to customers, offering lower prices and less restrictive license terms than its competitors. Entry Conditions Without the Consent Agreement, entry or expansion into the market for national assessor and recorder bulk data would not occur in a timely, likely, or sufficient manner to deter or negate the anticompetitive effects of the acquisition. In order to compete effectively in the market for national assessor and recorder bulk data, a firm typically must have several years of national historical data and an ability to provide go-forward national data. It would be cost-prohibitive for a potential entrant to collect the necessary historical and go-forward data. Firms currently offering assessor and recorder bulk data on a regional basis would not expand their historical and on-going offerings in a timely manner to provide national assessor and recorder bulk data. Regional firms could not combine their offerings to provide national assessor and recorder bulk data customers with the necessary geographic scope of data they require, nor is it likely that a firm combining the offerings of all of the regional firms could expand to offer national coverage in a timely enough manner to constrain any exercise of market power. Finally, a potential entrant without its own historical data would not be able to enter the market for national assessor and recorder bulk data by obtaining a license from CoreLogic or Black Knight. Neither CoreLogic nor Black Knight has any incentive to offer such a license to a potential entrant that will compete against them. DataQuick has been able to obtain a license because it is unlike any other potential licensee; it owns historical data and could credibly threaten to enter the market for national assessor and recorder bulk data without a license. Effects of the Acquisition The acquisition may substantially lessen competition in the markt for national assessor and recorder bulk data. The acquisition will eliminate actual, direct, and substantial competition between CoreLogic and DataQuick. Further, the acquisition may increase the likelihood and degree of coordination between CoreLogic and the only other remaining competitor, Black Knight, and the likelihood that CoreLogic will exercise market power unilaterally post-acquisition. PO 00000 Frm 00034 Fmt 4703 Sfmt 4703 21463 The Decision and Order The Order resolves the competitive concerns raised by the acquisition by restoring to the market a third competitor. The Order requires CoreLogic to grant RealtyTrac a license that allows it to replicate DataQuick’s data offerings and competitive position. The Order does this by requiring CoreLogic to provide RealtyTrac with the data, information, support, and access to customers it needs to enter successfully and compete in the market for national assessor and recorder bulk data. RealtyTrac has the relevant industry experience, reputation, and resources to enter the relevant market successfully under the terms of the Order. RealtyTrac operates an online marketplace of foreclosure real property listings and provides national foreclosure data and services to real estate consumers, investors, and professionals. As part of its business, RealtyTrac collects, maintains, and offers licenses for foreclosure data for properties throughout the United States. The license required by the Order allows RealtyTrac to step into the shoes of DataQuick as CoreLogic’s licensee. The Order requires that CoreLogic grant a license to RealtyTrac for national assessor and recorder bulk data of the ‘‘same scope and quality’’ as DataQuick provides its customers today. The Order requires that the license include both current and historical data and several ancillary derived data sets that DataQuick provides. The Order requires that CoreLogic offer the license to RealtyTrac for no less than 5 years, and provides that a Monitor appointed by the Commission may, if needed, extend the license for two additional one-year terms. The Commission must either approve, or waive its right to approve, any proposed modification to the license. The license terms and posttermination rights are substantially similar to those in DataQuick’s license with CoreLogic, putting RealtyTrac in the same competitive position relative to CoreLogic as DataQuick is today. The license allows RealtyTrac to offer customers not only the data, but also the services, that CoreLogic and DataQuick offer to customers. Further, the license permits RealtyTrac to re-license the data in bulk and positions RealtyTrac to remain in the relevant market following the license’s termination. The Order includes additional provisions that provide RealtyTrac with the information and support it needs to begin offering bulk data licenses to customers as seamlessly and quickly as possible following Commission E:\FR\FM\16APN1.SGM 16APN1 pmangrum on DSK3VPTVN1PROD with NOTICES 21464 Federal Register / Vol. 79, No. 73 / Wednesday, April 16, 2014 / Notices approval. The Order requires CoreLogic to provide RealtyTrac with access to information regarding customers and data management, including the information necessary to provide data to customers in the same manner as DataQuick. Moreover, the Order requires that CoreLogic provide RealtyTrac with access to technical support for 18 months to assist its management and provision of the data. Lastly, the Order helps RealtyTrac, at its option, hire and retain former DataQuick employees by requiring CoreLogic to waive certain non-compete and non-disclosure agreements during the first year and prohibiting CoreLogic from attempting to hire DataQuick employees away from RealtyTrac for two years. The Order also requires CoreLogic to provide certain DataQuick customers with the opportunity to terminate their contracts early and switch to RealtyTrac. These early termination provisions will give RealtyTrac more customers to compete for and will ensure that all DataQuick customers will be able to take advantage of RealtyTrac’s entry during the first three years RealtyTrac is in the market. CoreLogic is required to permit these customers to terminate their agreements only in order to switch to RealtyTrac. Further, CoreLogic can require the customers to provide 180-days’ notice of termination, although the Order requires CoreLogic to allow a customer to revoke or postpone the effective date of its termination notice at any time. CoreLogic must provide written notice to each customer who can terminate an existing contract under the Order and is prohibited from imposing penalties on or retaliating against customers that exercise their early termination rights. There are three groups of customers that CoreLogic must allow to terminate their license agreements with 180-days’ notice in order to switch to RealtyTrac. The first are DataQuick customers who renewed a DataQuick contract or switched to CoreLogic between July 1, 2013, and the acquisition date. The second are DataQuick customers who enter into or renew their licenses during the first nine months following the acquisition. The final group of DataQuick customers includes those who, prior to the acquisition, executed licenses with DataQuick that expire on or after March 31, 2017. The Order permits these customers to switch to RealtyTrac on or after March 31, 2016. To ensure CoreLogic’s compliance with the Order, the Order provides for the appointment of a Monitor as well as a Divestiture Trustee and imposes certain compliance requirements on VerDate Mar<15>2010 15:20 Apr 15, 2014 Jkt 232001 CoreLogic. The Order appoints Mitchell S. Pettit as Monitor to oversee CoreLogic’s ongoing compliance with their obligations and responsibilities under the Order. The Order also allows the Commission to appoint a Divestiture Trustee to assign, grant, license, divest, transfer, deliver, or otherwise convey the relevant data and information. Further, CoreLogic must submit periodic compliance reports and give the Commission prior notice of certain events that might affect its compliance obligations arising from the Order. Lastly, the Order terminates after 10 years. The purpose of this analysis is to facilitate public comment on the Consent Agreement, and it is not intended to constitute an official interpretation of the Order or to modify its terms in any way. By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 2014–08635 Filed 4–15–14; 8:45 am] BILLING CODE 6750–01–P GENERAL SERVICES ADMINISTRATION [Notice–PBS–2013–02; Docket No: 2013– 0002; Sequence 12] Federal Management Regulation; Delegations of Lease Acquisition Authority—Notification, Usage, and Reporting Requirements for General Purpose, Categorical, and Special Purpose Space Delegations Public Buildings Service (PBS), General Services Administration (GSA). ACTION: Notice of FMR Bulletin C–2 Delegations of Lease Acquisition Authority. AGENCY: The U.S. General Services Administration (GSA) recently completed a review of agencies’ lease files for space acquired using a delegation of leasing authority from GSA in accordance with Federal Management Regulation (FMR) Bulletin 2008–B1 (Bulletin 2008–B1). FMR Bulletin C–2 clarifies the conditions, restrictions and reporting requirements specified in the delegation of authority and updates weblinks, the Simplified Lease Threshold and regulation references specified in FMR Bulletin 2008–B1. This bulletin is in keeping with the spirit of Executive Order 13327, ‘‘Federal Real Property Asset Management,’’ to maximize the increased governmentwide emphasis on real property inventory management. SUMMARY: PO 00000 Frm 00035 Fmt 4703 Sfmt 4703 A notice announcing FMR Bulletin C– 2 appeared in the Federal Register on March 13, 2014 (79 FR 144251) which stated the bulletin would be posted only on the FMR Web site. However, that decision was reconsidered and for the convenience of the reader, FMR Bulletin C–2 appears in full in today’s Federal Register following this notice. FMR Bulletin C–2 and all FMR bulletins may be accessed at http://www.gsa.gov/ fmrbulletins. DATES: Effective: April 16, 2014. FOR FURTHER INFORMATION CONTACT: Contact Ms. Mary Pesina, Director, Center for Lease Delegations, Office of Leasing, Public Buildings Service, at 202–236–1686, or mary.pesina@gsa.gov. SUPPLEMENTARY INFORMATION: Federal Property Management Regulation (FPMR) Bulletin D–239, published in the Federal Register on October 16, 1996 (61 FR 53924), announced a new GSA leasing program called ‘‘Can’t Beat GSA Leasing’’ and the delegation of lease acquisition authority issued by the Administrator of General Services to the heads of all Federal agencies in his letter of September 25, 1996. GSA Bulletin FPMR D–239, Supplement 1, published in the Federal Register on December 18, 1996 (61 FR 66668), issued supporting information for the delegation. GSA Bulletin FMR 2005–B1, published in the Federal Register on May 25, 2005 (70 FR 30115), revised and re-emphasized certain procedures associated with the delegation of General Purpose leasing authority. On August 24, 2007, the Government Accountability Office and the GSA Office of Inspector General issued a report recommending that GSA provide centralized management and oversight of all lease delegation activities to ensure that all federal agencies procuring leased space under delegated authority follow the conditions, restrictions and reporting requirements specified in the delegation of authority. In response to the audit recommendations, GSA centralized its management and oversight of all GSAauthorized lease delegations and, on November 19, 2007, published FMR Bulletin 2008–B1 in the Federal Register (72 FR 65026), which limited General Purpose delegations of lease authority to no more than 19,999 rentable square feet of space and implemented management controls commensurate with the risks at that threshold. In addition, FMR Bulletin 2008–B1 established new requirements for agencies requesting authorization to use the General Purpose and Special Purpose delegation authority and established revised reporting E:\FR\FM\16APN1.SGM 16APN1

Agencies

[Federal Register Volume 79, Number 73 (Wednesday, April 16, 2014)]
[Notices]
[Pages 21461-21464]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-08635]


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FEDERAL TRADE COMMISSION

[File No. 131 0199]


CoreLogic, Inc.; Analysis of Agreement Containing Consent Order 
To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair methods of competition. 
The attached Analysis of Agreement Containing Consent Order to Aid 
Public Comment describes both the allegations in the draft complaint 
and the terms of the consent orders--embodied in the consent 
agreement--that would settle these allegations.

DATES: Comments must be received on or before April 23, 2014.

ADDRESSES: Interested parties may file comments at https://ftcpublic.commentworks.com/ftc/corelogicconsent online or on paper, by 
following the instructions in the Request for Comments part of the 
SUPPLEMENTARY INFORMATION section below. Write ``CoreLogic, Inc., 
Consent Agreement; File No. 131-0199'' on your comment and file your 
comment online at https://ftcpublic.commentworks.com/ftc/corelogicconsenthttps://ftcpublic.commentworks.com/ftc/fidelitynationalconsent by following the instructions on the web-based 
form. If you prefer to file your comment on paper, mail or deliver your 
comments to the following address: Federal Trade Commission, Office of 
the Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue NW., 
Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Cathlin Tully, Bureau of Competition, 
(202-326-3644), 600 Pennsylvania Avenue NW., Washington, DC 20580.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, 
notice is hereby given that the above-captioned consent agreement 
containing consent order to cease and desist, having been filed with 
and accepted, subject to final approval, by the Commission, having been 
placed on the public record for a period of thirty (30) days. The 
following Analysis to Aid Public Comment

[[Page 21462]]

describes the terms of the consent agreement, and the allegations in 
the complaint. An electronic copy of the full text of the consent 
agreement package can be obtained from the FTC Home Page (for March 24, 
2014), on the World Wide Web, at http://www.ftc.gov/os/actions.shtm. A 
paper copy can be obtained from the FTC Public Reference Room, Room 
130-H, 600 Pennsylvania Avenue NW., Washington, DC 20580, either in 
person or by calling (202) 326-2222.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before April 23, 2014. 
Write ``CoreLogic, Inc., Consent Agreement; File No. 131-0199'' on your 
comment. Your comment--including your name and your state--will be 
placed on the public record of this proceeding, including, to the 
extent practicable, on the public Commission Web site, at http://www.ftc.gov/os/publiccomments.shtm. As a matter of discretion, the 
Commission tries to remove individuals' home contact information from 
comments before placing them on the Commission Web site.
    Because your comment will be made public, you are solely 
responsible for making sure that your comment does not include any 
sensitive personal information, like anyone's Social Security number, 
date of birth, driver's license number or other state identification 
number or foreign country equivalent, passport number, financial 
account number, or credit or debit card number. You are also solely 
responsible for making sure that your comment does not include any 
sensitive health information, like medical records or other 
individually identifiable health information. In addition, do not 
include any ``[t]rade secret or any commercial or financial information 
which . . . is privileged or confidential,'' as discussed in Section 
6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 
4.10(a)(2). In particular, do not include competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns, devices, manufacturing processes, or customer names.
    If you want the Commission to give your comment confidential 
treatment, you must file it in paper form, with a request for 
confidential treatment, and you have to follow the procedure explained 
in FTC Rule 4.9(c), 16 CFR 4.9(c).\1\ Your comment will be kept 
confidential only if the FTC General Counsel, in his or her sole 
discretion, grants your request in accordance with the law and the 
public interest.
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    \1\ In particular, the written request for confidential 
treatment that accompanies the comment must include the factual and 
legal basis for the request, and must identify the specific portions 
of the comment to be withheld from the public record. See FTC Rule 
4.9(c), 16 CFR 4.9(c).
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    Postal mail addressed to the Commission is subject to delay due to 
heightened security screening. As a result, we encourage you to submit 
your comment online. To make sure that the Commission considers your 
online comment, you must file it at https://ftcpublic.commentworks.com/ftc/corelogicconsent by following the instructions on the web-based 
forms. If this Notice appears at http://www.regulations.gov/#!home, you 
also may file a comment through that Web site.
    If you file your comment on paper, write ``CoreLogic, Inc., Consent 
Agreement; File No. 131-0199'' on your comment and on the envelope, and 
mail or deliver it to the following address: Federal Trade Commission, 
Office of the Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue 
NW., Washington, DC 20580. If possible, submit your paper comment to 
the Commission by courier or overnight service.
    Visit the Commission Web site at http://www.ftc.gov to read this 
Notice and the news release describing it. The FTC Act and other laws 
that the Commission administers permit the collection of public 
comments to consider and use in this proceeding as appropriate. The 
Commission will consider all timely and responsive public comments that 
it receives on or before April 23, 2014. You can find more information, 
including routine uses permitted by the Privacy Act, in the 
Commission's privacy policy, at http://www.ftc.gov/ftc/privacy.htm.

Analysis of Agreement Containing Consent Order To Aid Public Comment

Introduction

    The Federal Trade Commission (``Commission'') has accepted from 
CoreLogic, Inc. (``CoreLogic''), subject to final approval, an 
Agreement Containing Consent Order (``Consent Agreement'') designed to 
remedy the anticompetitive effects resulting from CoreLogic's proposed 
acquisition of certain assets and other interests from TPG VI Ontario 1 
AIV L.P. (``TPG''). Under the terms of the Decision and Order 
(``Order'') contained in the Consent Agreement, CoreLogic must grant 
Renwood RealtyTrac LLC (``RealtyTrac'') a license for national assessor 
and recorder bulk data that will restore to the market a third 
competitor that will act independently of CoreLogic.
    The Consent Agreement has been placed on the public record for 30 
days to solicit comments from interested persons. Comments received 
during this period will become part of the public record. After 30 
days, the Commission will again review the Consent Agreement and the 
comments received, and will decide whether it should withdraw from the 
Consent Agreement, modify it, or make the Order final.
    Pursuant to a Purchase and Sale Agreement dated June 30, 2013, 
CoreLogic proposes to acquire certain assets and other interests from 
TPG, including its DataQuick Information Systems, Inc. (``DataQuick'') 
national real property public records bulk data business, for $661 
million (the ``acquisition''). The Commission's Complaint alleges that 
the acquisition, if consummated, would violate Section 7 of the Clayton 
Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal Trade 
Commission Act, as amended, 15 U.S.C. 45, by substantially lessening 
competition in the market for national assessor and recorder bulk data.

The Parties

    CoreLogic, a publicly-traded company headquartered in Irvine, 
California, provides real property information, analytics, and services 
through a host of products tailored to the needs of customers in the 
lending, investment, and real estate industries. As part of its Data 
and Analytics segment, CoreLogic collects, maintains, and offers 
licenses for national assessor and recorder bulk data.
    Among its various assets and interests, TPG wholly owns Decision 
Insight Information Group, which owns DataQuick. DataQuick provides 
real property information, analytics, and services to the real estate, 
mortgage lending, and secondary investor markets in the United States. 
As part of its business, DataQuick offers licenses for national 
assessor and recorder bulk data.

The Relevant Market

    The relevant product market in which to analyze the effects of the 
acquisition is the market for national assessor and recorder bulk data. 
National assessor and recorder bulk data consist of aggregated current 
and historical assessor and recorder data in bulk format for the vast 
majority of properties across the United States. National assessor and 
recorder bulk data offer data for all properties in covered 
jurisdictions in a standardized form.

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    Assessor and recorder data provide information regarding ownership, 
status, and value of properties. Assessor data consist of public record 
information concerning characteristics of individual real property 
parcels, including, but not limited to, square footage, number of 
bedrooms and bathrooms, sales information, history, and assessed value. 
Assessor data are often referred to as tax assessor or tax roll data. 
Recorder data consist of public record information abstracted from 
transactions related to real property, including, but not limited to, 
deeds, mortgages, liens, assignments, and foreclosures, the parties to 
the transaction, transfer tax, and purchase price. Assessor and 
recorder data and information are available from local (county or 
county-equivalent) government offices.
    Customers integrate national assessor and recorder bulk data into 
proprietary programs and systems for internal analyses or to create 
value-added products using the data, such as risk and fraud management 
tools, valuation models, and consumer-oriented property Web sites. 
National assessor and recorder bulk data customers cannot use regional 
assessor and recorder bulk data to create reliable internal analyses or 
value-added products. Regional bulk data providers offer data for 
certain limited geographic areas in the United States. National bulk 
data customers could not combine the data offered by regional firms to 
meet their needs because it would not provide the required geographic 
scope.
    The relevant geographic market in which to assess the competitive 
effects of the acquisition is the world. The relevant product is 
provided through electronic file transfer technology and can be 
supplied from anywhere in the world, notwithstanding the more limited 
geographic scope of the product itself.

The Structure of the Market

    The acquisition would significantly increase concentration in an 
already highly concentrated market for national assessor and recorder 
bulk data. CoreLogic and DataQuick are two of the three firms that 
offer national assessor and recorder bulk data. Black Knight Financial 
Services, Inc. (formerly Lender Processing Services, Inc.) (``Black 
Knight'') is the only other competitor. DataQuick obtained historical 
data through a prior acquisition and since 2004 has obtained on-going 
national assessor and recorder bulk data primarily through a license 
with CoreLogic. The license allows DataQuick to re-license the data in 
bulk and act independently of CoreLogic. DataQuick aggressively 
competes head-to-head against CoreLogic and Black Knight to furnish 
national assessor and recorder bulk data to customers, offering lower 
prices and less restrictive license terms than its competitors.

Entry Conditions

    Without the Consent Agreement, entry or expansion into the market 
for national assessor and recorder bulk data would not occur in a 
timely, likely, or sufficient manner to deter or negate the 
anticompetitive effects of the acquisition. In order to compete 
effectively in the market for national assessor and recorder bulk data, 
a firm typically must have several years of national historical data 
and an ability to provide go-forward national data. It would be cost-
prohibitive for a potential entrant to collect the necessary historical 
and go-forward data.
    Firms currently offering assessor and recorder bulk data on a 
regional basis would not expand their historical and on-going offerings 
in a timely manner to provide national assessor and recorder bulk data. 
Regional firms could not combine their offerings to provide national 
assessor and recorder bulk data customers with the necessary geographic 
scope of data they require, nor is it likely that a firm combining the 
offerings of all of the regional firms could expand to offer national 
coverage in a timely enough manner to constrain any exercise of market 
power.
    Finally, a potential entrant without its own historical data would 
not be able to enter the market for national assessor and recorder bulk 
data by obtaining a license from CoreLogic or Black Knight. Neither 
CoreLogic nor Black Knight has any incentive to offer such a license to 
a potential entrant that will compete against them. DataQuick has been 
able to obtain a license because it is unlike any other potential 
licensee; it owns historical data and could credibly threaten to enter 
the market for national assessor and recorder bulk data without a 
license.

Effects of the Acquisition

    The acquisition may substantially lessen competition in the markt 
for national assessor and recorder bulk data. The acquisition will 
eliminate actual, direct, and substantial competition between CoreLogic 
and DataQuick. Further, the acquisition may increase the likelihood and 
degree of coordination between CoreLogic and the only other remaining 
competitor, Black Knight, and the likelihood that CoreLogic will 
exercise market power unilaterally post-acquisition.

The Decision and Order

    The Order resolves the competitive concerns raised by the 
acquisition by restoring to the market a third competitor. The Order 
requires CoreLogic to grant RealtyTrac a license that allows it to 
replicate DataQuick's data offerings and competitive position. The 
Order does this by requiring CoreLogic to provide RealtyTrac with the 
data, information, support, and access to customers it needs to enter 
successfully and compete in the market for national assessor and 
recorder bulk data. RealtyTrac has the relevant industry experience, 
reputation, and resources to enter the relevant market successfully 
under the terms of the Order. RealtyTrac operates an online marketplace 
of foreclosure real property listings and provides national foreclosure 
data and services to real estate consumers, investors, and 
professionals. As part of its business, RealtyTrac collects, maintains, 
and offers licenses for foreclosure data for properties throughout the 
United States.
    The license required by the Order allows RealtyTrac to step into 
the shoes of DataQuick as CoreLogic's licensee. The Order requires that 
CoreLogic grant a license to RealtyTrac for national assessor and 
recorder bulk data of the ``same scope and quality'' as DataQuick 
provides its customers today. The Order requires that the license 
include both current and historical data and several ancillary derived 
data sets that DataQuick provides. The Order requires that CoreLogic 
offer the license to RealtyTrac for no less than 5 years, and provides 
that a Monitor appointed by the Commission may, if needed, extend the 
license for two additional one-year terms. The Commission must either 
approve, or waive its right to approve, any proposed modification to 
the license.
    The license terms and post-termination rights are substantially 
similar to those in DataQuick's license with CoreLogic, putting 
RealtyTrac in the same competitive position relative to CoreLogic as 
DataQuick is today. The license allows RealtyTrac to offer customers 
not only the data, but also the services, that CoreLogic and DataQuick 
offer to customers. Further, the license permits RealtyTrac to re-
license the data in bulk and positions RealtyTrac to remain in the 
relevant market following the license's termination.
    The Order includes additional provisions that provide RealtyTrac 
with the information and support it needs to begin offering bulk data 
licenses to customers as seamlessly and quickly as possible following 
Commission

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approval. The Order requires CoreLogic to provide RealtyTrac with 
access to information regarding customers and data management, 
including the information necessary to provide data to customers in the 
same manner as DataQuick. Moreover, the Order requires that CoreLogic 
provide RealtyTrac with access to technical support for 18 months to 
assist its management and provision of the data. Lastly, the Order 
helps RealtyTrac, at its option, hire and retain former DataQuick 
employees by requiring CoreLogic to waive certain non-compete and non-
disclosure agreements during the first year and prohibiting CoreLogic 
from attempting to hire DataQuick employees away from RealtyTrac for 
two years.
    The Order also requires CoreLogic to provide certain DataQuick 
customers with the opportunity to terminate their contracts early and 
switch to RealtyTrac. These early termination provisions will give 
RealtyTrac more customers to compete for and will ensure that all 
DataQuick customers will be able to take advantage of RealtyTrac's 
entry during the first three years RealtyTrac is in the market. 
CoreLogic is required to permit these customers to terminate their 
agreements only in order to switch to RealtyTrac. Further, CoreLogic 
can require the customers to provide 180-days' notice of termination, 
although the Order requires CoreLogic to allow a customer to revoke or 
postpone the effective date of its termination notice at any time. 
CoreLogic must provide written notice to each customer who can 
terminate an existing contract under the Order and is prohibited from 
imposing penalties on or retaliating against customers that exercise 
their early termination rights.
    There are three groups of customers that CoreLogic must allow to 
terminate their license agreements with 180-days' notice in order to 
switch to RealtyTrac. The first are DataQuick customers who renewed a 
DataQuick contract or switched to CoreLogic between July 1, 2013, and 
the acquisition date. The second are DataQuick customers who enter into 
or renew their licenses during the first nine months following the 
acquisition. The final group of DataQuick customers includes those who, 
prior to the acquisition, executed licenses with DataQuick that expire 
on or after March 31, 2017. The Order permits these customers to switch 
to RealtyTrac on or after March 31, 2016.
    To ensure CoreLogic's compliance with the Order, the Order provides 
for the appointment of a Monitor as well as a Divestiture Trustee and 
imposes certain compliance requirements on CoreLogic. The Order 
appoints Mitchell S. Pettit as Monitor to oversee CoreLogic's ongoing 
compliance with their obligations and responsibilities under the Order. 
The Order also allows the Commission to appoint a Divestiture Trustee 
to assign, grant, license, divest, transfer, deliver, or otherwise 
convey the relevant data and information. Further, CoreLogic must 
submit periodic compliance reports and give the Commission prior notice 
of certain events that might affect its compliance obligations arising 
from the Order. Lastly, the Order terminates after 10 years.
    The purpose of this analysis is to facilitate public comment on the 
Consent Agreement, and it is not intended to constitute an official 
interpretation of the Order or to modify its terms in any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2014-08635 Filed 4-15-14; 8:45 am]
BILLING CODE 6750-01-P