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Statel v. UnitedHealth Group, Inc.

United States District Court, D. Nevada

June 21, 2019

THE STATE OF NEVADA BY ITS ATTORNEY GENERAL AARON D, FORD Plaintiff,
v.
UNITEDHEALTH GROUP INCORPORATED, a corporation; COLLABORATIVE CARE HOLDINGS, LLC, a limited liability company; DAVITA INC., a corporation; and DAVITA MEDICAL HOLDINGS, LLC, a limited liability company, Defendants.

          AARON D. FORD Attorney General of the State of Nevada, ERNEST D. FIGUEROA Consumer Advocate and Chief Deputy Attorney General LUCAS J. TUCKER, (NV Bar No. 10252) Senior Deputy Attorney General MICHELLE C. NEWMAN, (NV Bar No. 13206) Attorneys for State of Nevada

          STIPULATED JUDGMENT

         WHEREAS Plaintiff State of Nevada, through its Attorney General ("Plaintiff), having initiated an investigation of Defendant UnitedHealth Group Incorporated's ("United's") proposed acquisition of Defendant DaVita Medical Holdings, LLC ("DaVita Medical")[1], filed a Complaint, as parens patriae on behalf oi i and to protect the health and welfare of persons residing in Nevada, alleging violations of Section 7 of the Clayton Act, 15 U.S.C. § 18; and

         WHEREAS, Defendants agree that this Court has jurisdiction over them and the subject matter in this action, solely for the purposes of this action and any subsequent action to enforce this Judgment; and

         WHEREAS, Defendants agree to be bound by the provisions of this Judgment pending its approval by the Court and thereafter; and

         WHEREAS, Defendants have agreed with the Federal Trade Commission to an Agreement Containing Consent Order, including a Complaint, an Order to Maintain Assets (the "OMA") and a Decision and Order (the "FTC Order") in a Related Action (defined herein), which have all been provisionally accepted by the Federal Trade Commission. The OMA and FTC Order are incorporated into this Judgment and attached as Exhibits A and B hereto to address the allegations set forth by Plaintiff in its Complaint;

         NOW THEREFORE, before any testimony is taken, without trial or adjudication of any issue of fact or law, without any admission or finding of wrongdoing or violation of any law, and upon consent of the parties, it is ORDERED, ADJUDGED, AND DECREED:

         I. JURISDICTION

         1. Defendant United is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware with its executive offices and principal place of business located at 9900 Bren Road East, Minnetonka, Minnesota 55343.

         2. Defendant Collaborative Care Holdings, LLC ("CC Holdings") is a limited liability company organized, existing, and doing business under and by virtue of the laws of the State of Delaware with its executive offices and principal place of business located at 9900 Bren Road East, Minnetonka, Minnesota 55343.

         3. Defendant DaVita Inc. ("DaVita") is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware with its executive offices and principal place of business located at 2000 16th Street, Denver, Colorado 80202.

         4. Defendant DaVita Medical is a limited liability company organized, existing, and doing business under and by virtue of the laws of the State of California with its executive offices and principal place of business located at 717 17th Street, Denver, Colorado 80202.

         5. Defendants consent to this Court's jurisdiction over the subject matter of, and each of the parties to, this action, for the purpose of this action and any subsequent action to enforce this Judgment. The Complaint states a claim upon which relief may be granted against Defendants under Section 7 of the Clayton Act, 15U.S.C. §18.

         II. DEFINITIONS

         IT IS ORDERED that, as used in this Judgment, all defined terms used herein shall have the meanings prescribed in the FTC Order. In addition, the following definitions shall apply:

         A. "Defendants" means United, CC Holdings, DaVita and DaVita Medical, individually and collectively.

         B. "Nevada Assets To Be Divested" means all right, title and interest in and to the HealthCare Partners Nevada Assets and HealthCare Partners Nevada Licenses.

         C. "Commission" means the Federal Trade Commission.

         D. "Related. Action" means the Commission's 2018-2019 investigation of Defendants involving United's acquisition of DaVita Medical, and its subsequent action, In the Matter of UnitedHealth Group Incorporated; Collaborative Care Holdings, LLC; DaVita Inc;, and DaVita Medical Holdings, LLC.

         III. ASSET MAINTENANCE AND DIVESTITURE RELIEF

         IT IS HEREBY ORDERED, that:

         A. Defendants shall comply with the OMA and with the FTC Order.

         B. All HealthCare Partners Nevada Divestiture Agreements shall be deemed incorporated by reference into this Judgment, and Defendants shall comply with all such HealthCare Partners Nevada Divestiture Agreements to which they are a party.

         C. Defendants waive any objection to reports to the Commission by the Monitor as required by Paragraph III of the OMA or Paragraph VIII of the FTC Order, or by the Divestiture Trustee as required by Paragraph IX of the FTC Order, also being provided to Plaintiff at the same time they are provided to the Commission. Defendants further waive any objection to the Monitor consulting with or disclosing any relevant information to Plaintiff so long as Plaintiff agrees to maintain the confidentiality of such information to the fullest extent possible. In the event of a disagreement or dispute between Defendants and the Monitor that cannot be resolved, Defendants expressly permit the Monitor to seek the assistance of the Antitrust Unit in the Office of the Nevada Attorney General's Bureau of Consumer Protection to resolve the issue.

         D. For the duration of this Judgment, in the event the Commission investigates whether the Defendants, or any of them, are complying with the OMA and/or FTC Order, the Defendants agree to timely provide appropriate waivers that allow Commission's staff to freely communicate with Plaintiff about that investigation.

         IV. OTHER RELIEF

         IT IS FURTHER ORDERED, that:

         A. Any advance written notification to the Commission required by-Paragraph X of the FTC Order shall also be provided to Plaintiff.

         B. Said notification under this Paragraph shall be provided in writing, and shall include a brief description of the transaction, the parties to the transaction, the anticipated closing date, specificity of the Las Vegas Healthcare Provider and its location within the Geographic Territory, and the contact person for follow-up information requests. Notification shall be sent by electronic mail to Chief Deputy Mark Krueger, MKrueger@ag.nv.gov, Senior Deputy Lucas Tucker, LTucker@ag.nv.gov, and via overnight express delivery to the following address; State of Nevada, Office of Nevada Attorney General; Bureau of Consumer Protection; Attention: Antitrust Unit; 100 N. Carson St., Carson City, Nevada 89701. Defendants shall provide the notification to Plaintiff at least thirty (30) days; prior to consummating any such transaction. To comply with this Paragraph, Defendants shall provide to Plaintiff the same notification on the same day that Defendant provides such notice(s) to the Commission pursuant to Paragraph X of the FTC Order.

         C. Plaintiff may request further information from Defendants of a transaction reported under Paragraph IV(A) of this Judgment, subject to claims of privilege, undue burden or other rights Defendants may have in response to such requests. Such requests shall be made by Investigative Demands issued pursuant to the authority of this Judgment and Nev. Rev. Stat. § 98A.100');">598A.100. Nothing in this Paragraph IV shall waive, limit or compromise Plaintiffs authority and ability to pursue a subsequent enforcement action against Defendants for a transaction other than the transaction that is the subject of the Related Action that may violate state or federal law.

         V. COMPLIANCE AND MONITORING

         IT IS FURTHER ORDERED, that:

         A, Defendants shall submit to Plaintiff copies of all verified written reports required to be submitted to the Commission by Paragraph IV of the OMA or Paragraph XI of the FTC Order, which copies shall be provided to the Plaintiff on the same day that Defendants provide their reports to the Commission. When Defendants provide to Plaintiff a copy of a verified written report submitted to the Commission, Defendants must state in such report that the report is responsive to and enforceable under the corresponding provisions of this Judgment.

         B. If requested by Plaintiff, Defendants shall provide the name(s) of Defendants' employee(s) who provided and/or are responsible for providing information used and reviewed in support of the statements contained in the written reports of compliance, subject to claims of privilege asserted by Defendants.

         VI. NOTICE ...


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