UNITED STATES OF AMERICA

Federal Trade Commission

WASHINGTON, D.C. 20580

Office of the Chair

Statement of Chair Lina M. Khan

Joined by Commissioner Rebecca Kelly Slaughter and Commissioner Alvaro M. Bedoya

In the Matter of JAB Consumer Fund/SAGE Veterinary Partners

Commission File No. 2110140

June 13, 2022

In June 2021, JAB Consumer Partners SCA SICAR (“JAB”) proposed to buy SAGE 

Veterinary Partners, LLC (“SAGE”). JAB is a $55 billion private equity fund whose investments 

span a host of consumer-facing businesses, from Keurig, Dr. Pepper, and Panera Bread to Krispy 

Kreme and Bally.

1

In recent years, JAB has expanded into pet care and pet health services.

JAB’s proposed transaction here would combine its existing holdings of Compassion-First Pet 

Hospitals and National Veterinary Associates (“NVA”) with SAGE to form an entity that 

controls nearly 100 specialty and emergency clinics throughout the country.

After conducting a thorough investigation here, the Commission determined it had reason 

to believe that this deal—JAB’s proposed acquisition of SAGE—was illegal, alleging in its 

complaint that the deal would have enabled the firm to establish a dominant position in key 

markets for specialty and emergency veterinary services in California and Texas.

This is not the first time that JAB and its entities have proposed a deal that the 

Commission alleged was unlawful. In 2020, the FTC brought an action against an earlier 

acquisition by JAB’s entities when JAB first acquired NVA.2In the complaint issued in that

action, the FTC alleged that JAB’s combined ownership of Compassion-First Pet and NVA 

violated the antitrust laws and ordered JAB to divest three clinics. The entities before us have 

repeatedly proposed acquisitions that the Commission has had reason to believe would violate 

the antitrust laws.

As is routine in Commission actions, the FTC’s proposed relief would require a host of 

divestitures in both states. Critically, however, the proposed order here goes further, addressing 

not only the allegedly unlawful aspects of this specific acquisition, but also establishing key 

safeguards against future dealmaking that may also prove unlawful. These extra protections are 

warranted given that this is the second Commission consent order against JAB, the rapid pace of 

JAB/NVA’s ongoing acquisitions of veterinary clinics throughout the country, and the ongoing 

consolidation in the industry.3 

1

JAB HOLDING CO., ANNUAL REPORT, at 4 (2021), 

https://www.jabholco.com/documents/2/JAB_Holding_Company_S.%C3%A0.r.l.-Annual_Report_2021.pdf.

2 Press Release, Fed. Trade Comm’n, FTC Requires Veterinary Service Providers Compassion First and National 

Veterinary Associates to Divest Assets in Three Local Markets (Feb. 14, 2020), https://www.ftc.gov/newsevents/news/press-releases/2020/02/ftc-requires-veterinary-service-providers-compassion-first-national-veterinaryassociates-divest.

3 Ross Kelly, Pandemic Hastens Ongoing Trend in Veterinary Consolidation, VINNEWS (Dec. 30, 2021) (“Frenetic 

merger activity among veterinary hospitals in 2021 has lifted the market share of corporate consolidators in the 

United States to close to 50% of all companion animal practice revenue by at least one estimate, as the pandemic 
2

Because the deal may illegally lessen competition in three local markets in California and 

Texas—in and around Austin, Texas; San Francisco, California; and the East Bay—the FTC’s 

proposed order would require JAB to divest clinics in these markets. This type of relief is a 

staple of the FTC’s merger enforcement program: the agency identifies specific local markets 

where the merging parties have overlapping assets and where the deal would therefore most 

directly reduce competition, and it requires the merging companies to divest those overlapping 

assets to a separate buyer.

This proposed order, however, has two additional key protections. First, if JAB seeks to 

buy a specialty or emergency veterinary clinic located within 25 miles of any JAB clinic 

anywhere in California or Texas in the next 10 years, JAB will first have to seek the FTC’s 

affirmative approval for the purchase. By covering all future acquisitions within a short driving 

distance of clinics that JAB already owns in California and Texas, the order establishes 

heightened protections that extend beyond the specific local markets at issue in this transaction. 

Moreover, the heightened protections will cover not just overlaps with clinics that JAB owns 

today, but also with any clinics that JAB subsequently owns in California and Texas—a feature 

of the order that helps future-proof the relief.

Second, the order will require JAB to provide 30-day advance written notice before JAB 

(including its relevant operating companies, Compassion-First Pet Hospitals and National 

Veterinary Associates) attempts to acquire a specialty or emergency veterinary clinic within 25 

miles of a JAB clinic anywhere in the United States that JAB owns now or in the future. This 

provision—the first of its kind in a Commission order—ensures that the FTC will have advance 

notice of any unreported purchases that would ordinarily escape our review, providing the 

agency with the opportunity to investigate those transactions before they are consummated.

These prior approval and nationwide prior notice provisions are one way that the FTC 

can more closely monitor the potentially unlawful dealmaking activities of companies like 

JAB/NVA that have repeatedly attempted acquisitions the Commission alleged were unlawful.

As we explained last year when we reinitiated the agency’s use of prior approval and prior 

notice, the Commission must use all of its tools and authorities to protect Americans from 

potentially unlawful deals—and prior approval provisions in particular can help deter 

anticompetitive deals and conserve scarce FTC resources.

4

Indeed, the prior notice provision in 

the earlier order involving JAB has had a beneficial effect. And just recently, for example, the 

FTC conditioned a merger in gasoline markets, in which one of the parties explicitly sought to 

“try to take over” the Utah gasoline marketplace, with a prior approval requirement designed to 

thwart any such future efforts by the parties to acquire market power and raise gas prices for the 

America public.5

spurs demand for pet-care services.”), https://news.vin.com/default.aspx?pid=210&Id=10652228. This rapid 

consolidation is happening worldwide and gaining the attention of antitrust enforcers in other countries, too. Ross 

Kelly, Competition Watchdog Bares Teeth Again in Veterinary Realm, VINNEWS (May 4, 2022), 

https://news.vin.com/default.aspx?pid=210&catId=620&Id=10922952 (noting recent U.K. Competition and Markets 

Authority challenges to veterinary mergers there). 

4 Fed. Trade Comm’n, Statement of the Commission on Use of Prior Approval Provisions in Merger Orders, 

https://www.ftc.gov/system/files/documents/public_statements/1597894/p859900priorapprovalstatement.pdf.

5 Press Release, Fed. Trade Comm’n, FTC Requires ENCAP to Sell Off EP Energy Corp.'s Entire Utah Oil Business 

amid Concerns that Deal would Increase Pain at the Pump (Mar. 25, 2022), https://www.ftc.gov/news-
3

Provisions like the ones in this matter will also allow the FTC to better address stealth 

roll-ups by private equity firms like JAB/NVA and serial acquisitions by other corporations. 

Antitrust enforcers must be attentive to how private equity firms’ business models may in some 

instances distort incentives in ways that strip productive capacity, degrade the quality of goods

and services, and hinder competition.6 Private equity firms’ playbook for purchasing or investing

in companies can include tactics such as leveraged buyouts, which saddle businesses with debt 

and shift the burden of financial risk in ways that can undermine long-term health and 

competitive viability.

7 While private equity firms can support capacity expansion and upgrades, 

firms that seek to strip and flip assets over a relatively short period of time are focused on 

increasing margins over the short-term, which can incentivize unfair or deceptive practices and 

the hollowing out of productive capacity. Meanwhile, serial acquisitions or “buy-and-buy” 

tactics can be used by private equity firms and other corporations to roll up sectors, enabling 

them to accrue market power and reduce incentives to compete, potentially leading to increased 

prices and degraded quality. 8

Private equity firms have been particularly active in health care, including 

anesthesiology, emergency medicine, hospice care, air ambulances, and opioid treatment centers. 

A focus on short-term profits in the health care context can incentivize practices that may reduce 

quality of care, increase costs for patients and payors, and generate appalling patient outcomes.9

Research and reporting suggests these effects are especially pronounced in specialty practices, 

such as elder care and disability care facilities. Research has shown that private equity ownership 

of elder care facilities is correlated with increased deaths at those nursing homes, potentially 

owing to cost-cutting measures like staffing reductions.10 In another case, as one firm 

consolidated ownership of group homes for people with disabilities, media reporting revealed

repeated failed inspections, overworked staff, and even deaths.11

Commissioners Phillips and Wilson take issue with the scope of the prior approval and 

prior notice in our proposed order, arguing that these heightened protections are not warranted 

because this acquisition by JAB raises no special concern, and that consolidation at a national 

events/news/press-releases/2022/03/ftc-requires-encap-sell-ep-energy-corps-entire-utah-oil-business-amid-concernsdeal-would-increase.

6 See, e.g., EILEEN APPELBAUM & ROSEMARY BATT, PRIVATE EQUITY AT WORK: WHEN WALL STREET MANAGES 

MAIN STREET (2014).

7

Id. 

8 Statement of Commissioner Rohit Chopra Regarding Private Equity Roll-ups and the Hart-Scott Rodino Annual 

Report to Congress (July 8, 2020), 

https://www.ftc.gov/system/files/documents/public_statements/1577783/p110014hsrannualreportchoprastatement.pd

f.

9 Richard M. Scheffler et al., Soaring Private Equity Investment in the Healthcare Sector: Consolidation 

Accelerated, Competition Undermined, and Patients at Risk, AM. ANTITRUST INST. & PETRIS CTR. ON HEALTH CARE 

MKTS. AND CONSUMER WELFARE 2 (May 18, 2021), https://publichealth.berkeley.edu/wpcontent/uploads/2021/05/Private-Equity-I-Healthcare-Report-FINAL.pdf.

10 Atul Gupta et al., Does Private Equity Investment in Healthcare Benefit Patients? Evidence from Nursing Homes

2 (Nat’l Bureau of Econ. Rsch., Working Paper No. 28474, 2021), 

https://www.nber.org/system/files/working_papers/w28474/w28474.pdf. See also Melea Atkins, The Impact of 

Private Equity on Nursing Home Care: Recommendations for Policymakers, ROOSEVELT INST. 2 (Apr. 2021), 

https://rooseveltinstitute.org/wp-content/uploads/2021/04/RI_NursingHomesandPE_IssueBrief_202104.pdf.

11 Kendall Taggart et al., The Private Equity Giant KKR Bought Hundreds Of Homes For People With Disabilities. 

Some Vulnerable Residents Suffered Abuse And Neglect., BUZZFEED NEWS (Apr. 25, 2022), 

https://www.buzzfeednews.com/article/kendalltaggart/kkr-brightspring-disability-private-equity-abuse.
4

level is “irrelevant” and “not inherently concerning.”12 But this critique is belied by both market 

realities and prevailing law. For one, JAB has been rapidly acquiring veterinary clinics 

throughout the country, and it would be unwise for enforcers to ignore how private equity funds

in particular can be incentivized to engage in roll-up strategies. The law also grants the FTC 

discretion to order fencing-in relief, particularly when confronting a repeat offender.13 Moreover, 

the statement that consolidation at a national level should play no role in our analysis is also at 

odds with governing Supreme Court precedent, which states that assessing general industry 

trends is a basic component of merger analysis.

14 Ignoring this mandate raises rule of law 

concerns. 

Strategic use of prior notice and prior approval provisions is one way that the 

Commission can better track and prevent unlawful acquisitions by private equity firms and other

corporations. Our revision of the merger guidelines provides an additional opportunity to ensure 

our tools reflect current market realities, including the expanding role of private equity in our 

economy.15 In the meantime, we will continue to use our existing authorities to fully protect 

Americans from unlawful transactions.

***

12 Concurring Statement of Commissioners Noah Joshua Phillips and Christine S. Wilson, JAB Consumer Partners 

SCA SICAR/SAGE Veterinary Partners, LLC (Comm’n File No. 2110140) (June 9, 2022).

13 Telebrands Corp. v. F.T.C., 457 F.3d 354, 358 (4th Cir. 2006) (noting that evidence of prior violations supports 

stronger relief). FTC orders “may prohibit not only the further use of the precise practice found to have existed in 

the past, but also, the future use of related and similar practices.” Carter Prods., Inc. v. F.T.C., 323 F.2d 523, 532-33 

(5th Cir. 1963) (internal quotation marks and citation omitted). The Commission has wide discretion to fashion a 

remedy appropriate to the unlawful practices found. Jacob Siegel Co. v. F.T.C., 327 U.S. 608, 612-13 (1946); 

accord Fed. Trade Comm’n v. Cement Inst., 333 U.S. 683, 726 (1948); Carter Prods., Inc. v. F.T.C., 323 F.2d 523, 

532-33 (5th Cir. 1963).

14 See, e.g., Brown Shoe Co. v. United States, 370 U.S. 294, 322 (1962) (“Congress indicated plainly that a merger 

had to be functionally viewed, in the context of its particular industry. That is, whether the consolidation was to take 

place in an industry that was fragmented, rather than concentrated, that had seen a recent trend toward domination 

by a few leaders, or had remained fairly consistent in its distribution of market shares among the participating 

companies ... all were aspects, varying in importance with the merger under consideration, which would properly be 

taken into account.”). See id. at 332-33 (“Another important factor to consider is the trend toward concentration in 

the industry... [R]emaining vigor cannot immunize a merger if the trend in that industry is toward oligopoly.”). Id. at

344-45 (“Other factors to be considered in evaluating the probable effects of a merger in the relevant market lend 

additional support to the District Court's conclusion that this merger may substantially lessen competition. One such 

factor is the history of tendency toward concentration in the industry.”).

15 Press Release, Fed. Trade Comm’n, Federal Trade Commission and Justice Department Seek to Strengthen 

Enforcement Against Illegal Mergers (Jan. 18, 2022), https://www.ftc.gov/news-events/news/pressreleases/2022/01/federal-trade-commission-justice-department-seek-strengthen-enforcement-against-illegal-mergers. 

See also Regulations.gov, Request for Information on Merger Enforcement, FTC-2022-0003 (Jan. 18, 2022), 

https://www.regulations.gov/document/FTC-2022-0003-0001.