2200 Federal Register / Vol. 83, No. 10 / Tuesday, January 16, 2018 / Notices 

response to public comments alone. 

U.S. Airways, 38 F. Supp. 3d at 75. 

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: December 22, 2017. 

Respectfully Submitted, 

/s/ lllllllllllllllll

Jay D. Owen, 

United States Department of Justice, 

Antitrust Division, Defense, Industrials, 

and Aerospace Section, 450 Fifth Street 

NW, Suite 8700, Tel.: (202) 598–2987, 

Washington, DC 20530, Fax: (202) 514– 

9033, Email: jay.owen@usdoj.gov. 

[FR Doc. 2018–00578 Filed 1–12–18; 8:45 am] 

BILLING CODE 4410–11–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

Proposed Final Judgment and 

Competitive Impact Statement: United 

States v. TransDigm Group 

Incorporated 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. § 16(b)–(h), that a proposed 

Final Judgment, Hold Separate 

Stipulation and Order, and Competitive 

Impact Statement have been filed with 

the United States District Court for the 

District of Columbia in United States of 

America v. TransDigm Group 

Incorporated, Civil Action No. 1:17–cv– 

2735. On December 21, 2017, the United 

States filed a Complaint alleging that 

TransDigm Group Incorporated’s 

(TransDigm) February 2017 acquisition 

of SCHROTH Safety Products GmbH 

and substantially all the assets of Takata 

Protection Systems, Inc. (collectively, 

‘‘SCHROTH’’) from Takata Corporation 

violated Section 7 of the Clayton Act, 15 

U.S.C. § 18. The proposed Final 

Judgment, filed at the same time as the 

Complaint, requires TransDigm to divest 

the entirety of SCHROTH. 

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 District of 

Columbia. Copies of these materials may 

be obtained from the Antitrust Division 

upon request and payment of the 

copying fee set by Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, including the name of the 

submitter, and responses thereto, will be 

posted on the Antitrust Division’s 

website, filed with the Court, and, under 

certain circumstances, published in the 

Federal Register. Comments should be 

directed to Maribeth Petrizzi, Chief, 

Defense, Industrials, and Aerospace 

Section, Antitrust Division, Department 

of Justice, 450 Fifth Street NW, Suite 

8700, Washington, DC 20530 

(telephone: 202–307–0924). 

Patricia A. Brink, 

Director of Civil Enforcement. 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

United States of America, Department 

of Justice, Antitrust Division, 450 5th 

Street NW, Suite 8700, Washington, DC 

20530, Plaintiff, v. TransDigm Group 

Incorporated, 1301 East 9th Street, Suite 

3000, Cleveland, Ohio 44114, 

Defendant. 

Civil Action No.: 1:17–cv–2735 

Judge: Amy Berman Jackson 

COMPLAINT 

The United States of America, acting 

under the direction of the Attorney 

General of the United States, brings this 

civil antitrust action for equitable relief 

against defendant TransDigm Group 

Incorporated (‘‘TransDigm’’) to remedy 

the harm to competition caused by 

TransDigm’s acquisition of SCHROTH 

Safety Products GmbH and substantially 

all the assets of Takata Protection 

Systems, Inc. from Takata Corporation 

(‘‘Takata’’). The United States alleges as 

follows: 

I. NATURE OF THE ACTION 

1. In February 2017, TransDigm 

acquired SCHROTH Safety Products 

GmbH and substantially all the assets of 

Takata Protection Systems, Inc. 

(collectively, ‘‘SCHROTH’’) from Takata. 

TransDigm’s AmSafe, Inc. (‘‘AmSafe’’) 

subsidiary is the world’s dominant 

supplier of restraint systems used on 

commercial airplanes. Prior to the 

acquisition, SCHROTH was AmSafe’s 

closest competitor and, indeed, its only 

meaningful competitor for certain types 

of restraint systems. 

2. Restraint systems are critical safety 

components on every commercial 

airplane seat that save lives and reduce 

injuries in the event of turbulence, 

collision, or impact. There are a wide 

range of restraint systems used on 

commercial airplanes, including 

traditional two-point lapbelts, threepoint shoulder belts, technical 

restraints, and more advanced 

‘‘inflatable’’ restraint systems such as 

airbags. The airplane type, seat type, 

and seating configuration dictate the 

proper restraint type for each airplane 

seat. 

3. Prior to the acquisition, SCHROTH 

was a growing competitive threat to 

AmSafe. Until 2012, AmSafe, the longstanding industry leader, was nearly 

unrivaled in the markets for restraint 

systems used on commercial airplanes. 

Certification requirements and other 

entry barriers reinforced AmSafe’s 

position as the dominant supplier to the 

industry. However, beginning in 2012, 

after being acquired by Takata, 

SCHROTH embarked on an ambitious 

plan to capture market share from 

AmSafe by competing with AmSafe on 

price and heavily investing in research 

and development of new restraint 

technologies. Over the next five years, 

the increasing competition between 

AmSafe and SCHROTH resulted in 

lower prices for restraint system 

products for commercial airplanes and 

the development of innovative new 

restraint technologies such as inflatable 

restraints. TransDigm’s acquisition of 

SCHROTH removed SCHROTH as an 

independent competitor and eliminated 

the myriad benefits that customers had 

begun to realize from competition in 

this industry. 

4. Accordingly, TransDigm’s 

acquisition of SCHROTH is likely to 

substantially lessen competition in the 

development, manufacture, and sale of 

restraint systems used on commercial 

airplanes worldwide, in violation of 

Section 7 of the Clayton Act, 15 U.S.C. 

18, and should be enjoined. 

II. DEFENDANT AND THE 

TRANSACTION 

5. TransDigm is a Delaware 

corporation headquartered in Cleveland, 

Ohio. TransDigm operates as a holding 

company and owns over 100 

subsidiaries. Through its subsidiaries, 

TransDigm is a leading global designer, 

manufacturer, and supplier of highly 

engineered airplane components. 

TransDigm’s fiscal year 2016 revenues 

were approximately $3.1 billion. 

TransDigm is the ultimate parent 

company of AmSafe, a Delaware 

corporation headquartered in Phoenix, 

Arizona. AmSafe develops, 

manufactures, and sells a wide range of 

restraint systems used on commercial 

airplanes. AmSafe had global revenues 

of approximately $198 million in fiscal 

year 2016. 

6. Takata is a global automotive and 

aerospace parts manufacturer based in 

Japan. Takata was the ultimate parent 

entity of SCHROTH Safety Products 

GmbH, a German limited liability 

corporation base in Arnsberg, Germany, 

and Takata Protection Systems, Inc., a 


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Colorado corporation based in Pompano 

Beach, Florida. SCHROTH Safety 

Products and Takata Protection Systems 

collectively had approximately $37 

million in revenue in fiscal year 2016. 

7. On February 22, 2017, TransDigm 

completed its acquisition of SCHROTH 

Safety Products and substantially all the 

assets of Takata Protection Systems from 

Takata for approximately $90 million. 

Because of the way the transaction was 

structured, it was not required to be 

reported under the Hart-Scott-Rodino 

Antitrust Improvements Act, 15 U.S.C. 

18a. After the acquisition was 

completed, the Takata Protection 

Systems assets were incorporated as 

SCHROTH Safety Products LLC. 

III. JURISDICTION AND VENUE 

8. The United States brings this action 

under Section 15 of the Clayton Act, 15 

U.S.C. 25, to prevent and restrain 

TransDigm from violating Section 7 of 

the Clayton Act, 15 U.S.C. 18. 

9. TransDigm sells restraint systems 

used on commercial airplanes 

throughout the United States. It is 

engaged in the regular, continuous, and 

substantial flow of interstate commerce, 

and its activities in the development, 

manufacture, and sale of restraint 

systems used on commercial airplanes 

have had a substantial effect upon 

interstate commerce. The Court has 

subject matter jurisdiction over this 

action under Section 15 of the Clayton 

Act, 15 U.S.C. 25, and 28 U.S.C. 1331, 

1337(a), and 1345. 

10. TransDigm has consented to 

venue and personal jurisdiction in this 

District. Venue is proper in this District 

under Section 12 of the Clayton Act, 15 

U.S.C. 22, and 28 U.S.C. 1391(c). 

IV. TRADE AND COMMERCE 

A. Industry Overview 

11. Commercial airplanes are fixedwing aircraft used for scheduled 

passenger transport. Restraint systems 

used on commercial airplanes are 

critical safety devices that secure the 

occupant of a seat to prevent injury in 

the event of turbulence, collision, and 

impact. 

12. Restraint systems used in the 

economy and premium cabins in 

commercial airplanes vary based on the 

airplane type, seat type (e.g., economy, 

premium, crew, ‘‘lie-flat,’’ etc.), and 

seating configuration of the airplane. 

13. Restraint systems used on 

commercial airplanes come in two 

primary forms: (i) conventional belt 

systems with two or more belts or 

‘‘points’’ that are connected to a central 

buckle; or (ii) inflatable systems with 

one or more airbags that may be 

installed in combination with a 

conventional belt system. The airbags 

can be installed either within the belt 

itself (called an ‘‘inflatable lapbelt’’) or 

in a structural monument within the 

airplane (called a ‘‘structural mounted 

airbag’’). 

14. Economy cabin seats typically 

require two-point lapbelts, though other 

restraint systems such as inflatable 

restraint systems may be necessary in 

limited circumstances to comply with 

Federal Aviation Administration 

(‘‘FAA’’) safety requirements. 

15. Premium cabin seats come in 

many different seating configurations, 

and passenger restraint systems used in 

premium cabin seats vary as well. 

Premium cabin restraint systems 

include two-point lapbelts, three-point 

shoulder belts, and inflatable restraint 

systems. While two-point lapbelts and 

three-point shoulder belts are used 

widely throughout the premium cabins, 

the use of inflatable restraint systems is 

more common in first-class and other 

ultra-premium cabins. 

16. Flight crew seats on commercial 

airplanes require special restraint 

systems called ‘‘technical’’ restraints. 

Technical restraints are multipoint 

restraints with four or more belts that 

provide additional protection to the 

flight crew. 

17. Restraint systems typically are 

purchased by commercial airlines and 

airplane seat manufacturers. Because 

certification of a restraint system is 

expensive and time-consuming, once a 

restraint system is certified for a 

particular seat and airplane type it is 

rarely substituted in the aftermarket for 

a different restraint system or supplier. 

Accordingly, competition between 

suppliers of restraint systems generally 

only occurs when a customer is 

designing a new seat or purchasing a 

new seat design, either when retrofitting 

existing airplanes or purchasing new 

airplanes. 

B. Industry Regulation and 

Certification Requirements 

18. All commercial airplanes must 

contain FAA-certified restraint systems 

on every seat installed on the airplane. 

The process for obtaining FAA 

certification is complex and involves 

several distinct stages. 

19. Before selling a restraint system, a 

supplier of airplane restraint systems 

must first obtain a technical standard 

order authorization (‘‘TSOA’’). A TSOA 

certifies that the supplier’s restraint 

system meets the minimum design 

requirements of the codified FAA 

Technical Standard Order (‘‘TSO’’) for 

that object, and that the manufacturer 

has a quality system necessary to 

produce the object in conformance with 

the TSO. To obtain a TSOA for a 

restraint system, a supplier must test its 

restraint system for durability and other 

characteristics. Once a TSOA is issued 

for the restraint system, the supplier 

must then obtain a TSOA for the entire 

seat system—i.e., the seat and belt 

combination. To obtain a TSOA for the 

seat system, the seat system must 

successfully complete dynamic crash 

testing to demonstrate that the seat 

system meets the FAA required g-force 

and head-injury-criteria safety 

requirements. Dynamic crash-testing is 

expensive and can be cost prohibitive to 

potential suppliers. Once a supplier 

obtains a TSOA for the seat system, it 

must then obtain a supplemental type 

certificate, which certifies that the seat 

system meets the applicable 

airworthiness requirements for the 

particular airplane type on which it is 

to be installed. 

20. Certain restraint system types 

such as inflatable restraint systems do 

not have a codified TSO and must 

instead satisfy a ‘‘special condition’’ 

from the FAA prior to manufacture and 

installation of the restraint system. In 

those circumstances, the FAA must first 

determine and then publish the terms of 

the special condition. Once the special 

condition is published, the supplier 

must then satisfy the terms of the 

special condition to install the object on 

an airplane. 

V. RELEVANT MARKETS 

21. AmSafe and SCHROTH compete 

across the full range of restraint systems 

used on commercial airplanes. 

However, restraint systems are designed 

for specific airplane configurations and 

seat types and are therefore not 

interchangeable or substitutable for 

different restraint systems. FAA 

regulations dictate which restraint 

system may be used for a particular 

airplane configuration and seat type. In 

the event of a small but significant price 

increase for a given type of restraint 

system, commercial customers would 

not substitute another restraint system 

in sufficient numbers so as to render the 

price increase unprofitable. Thus, each 

restraint system described below is a 

separate line of commerce and a 

relevant product market within the 

meaning of Section 7 of the Clayton Act, 

15 U.S.C. 18. 

22. The relevant geographic market 

for restraint systems used on 

commercial airplanes is worldwide. 

Restraint systems are marketed 

internationally and may be sourced 

economically from suppliers globally. 


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A. Relevant Market 1: Two-Point 

Lapbelts Used on Commercial 

Airplanes 

23. A two-point lapbelt is a restraint 

harness that connects two fixed belts to 

a single buckle and restrains an 

occupant at his or her waist. Two-point 

lapbelts are used on nearly every seat in 

the economy cabins of commercial 

airplanes; they also are regularly used in 

the premium cabins. Commercial airline 

companies prefer lightweight two-point 

lapbelts in the economy cabins to save 

fuel costs, reduce CO2 emissions, and 

provide convenience to their 

passengers. Two-point lapbelts are 

significantly less expensive than other 

restraint system types. 

24. The market for the development, 

manufacture, and sale of two-point 

lapbelts used on commercial airplanes 

is already highly concentrated and has 

become significantly more concentrated 

as a result of TransDigm’s acquisition of 

SCHROTH. Prior to the acquisition, 

there were only three significant 

suppliers of two-point lapbelts used on 

commercial airplanes: AmSafe, 

SCHROTH, and a third firm, a small, 

privately-held company that has been 

supplying two-point lapbelts for many 

years. Although a handful of other firms 

served the market, they only sell a 

negligible quantity of two-point lapbelts 

each year. AmSafe is by far the largest 

supplier of two-point lapbelts used on 

commercial airplanes, and serves the 

vast majority of major commercial 

airlines around the world. However, 

SCHROTH recently entered this market 

after developing a new, innovative 

lightweight two-point lapbelt and had 

emerged as AmSafe’s most significant 

competitor as it aggressively sought to 

market its lapbelt to major international 

airline customers. 

B. Relevant Market 2: Three-Point 

Shoulder Belts Used on Commercial 

Airplanes 

25. A three-point shoulder belt is a 

restraint harness that restrains an 

occupant at his or her waist and 

shoulder. It consists of both a lapbelt 

component and shoulder belt (or sash) 

component. Three-point shoulder belts 

are widely used in the premium cabins 

of commercial airplanes where the 

seating configurations often necessitate 

the additional protection provided by 

three-point shoulder belts. 

26. The market for the development, 

manufacture, and sale of three-point 

shoulder belts used on commercial 

airplanes was already highly 

concentrated prior to the acquisition. In 

fact, AmSafe and SCHROTH were the 

only two significant suppliers of threepoint shoulder belts used on 

commercial airplanes although a 

handful of other firms made a negligible 

quantity of sales each year. As with twopoint lapbelts, AmSafe was the 

dominant supplier of three-point 

shoulder belts, and SCHROTH was 

aggressively seeking to grow its business 

at AmSafe’s expense. 

C. Relevant Market 3: Technical 

Restraints Used on Commercial 

Airplanes 

27. Technical restraints are multipoint 

restraint harnesses (usually four or five 

points) that restrain an occupant at his 

or her waist and shoulders. Technical 

restraints consist of multiple belts that 

connect to a single fixed buckle— 

typically a rotary-style buckle. 

Technical restraints are used by the 

flight crew in commercial airplanes. The 

critical nature of the flight crew’s 

responsibilities and the design of their 

seats necessitate the additional 

protections provided by technical 

restraints. 

28. The market for the development, 

manufacture, and sale of technical 

restraint systems used on commercial 

airplanes was already highly 

concentrated and became significantly 

more concentrated as a result of the 

acquisition. Prior to the acquisition, 

there were only three significant 

suppliers of technical restraints used on 

commercial airplanes: AmSafe, 

SCHROTH, and a third firm, an 

international aerospace equipment 

manufacturer. Although a handful of 

other firms supplied technical 

restraints, they only sold a negligible 

quantity of technical restraints each 

year. As with passenger restraints, 

AmSafe was the leading supplier of 

technical restraints, and SCHROTH was 

aggressively seeking to grow its business 

at AmSafe’s expense. 

D. Relevant Market 4: Inflatable 

Restraint Systems Used on Commercial 

Airplanes 

29. Inflatable restraint systems, which 

include both inflatable lapbelts and 

structural mounted airbags, are restraint 

systems that utilize one or more airbags 

to restrain an airplane seat occupant. 

Inflatable restraint systems are most 

commonly used in the premium cabin 

of commercial airplanes, particularly in 

first-class and other ultra-premium 

cabins that have ‘‘lie-flat’’ or obliquefacing seats. Inflatable restraint systems 

also are used in the economy cabin in 

certain circumstances, for example, in 

bulkhead rows to prevent an occupant’s 

head from impacting the bulkhead. 

When required by FAA regulations, 

inflatable restraint systems provide 

airplane passengers with additional 

safety. 

30. The market for the development, 

manufacture, and sale of inflatable 

restraint systems used on commercial 

airplanes was already highly 

concentrated prior to the acquisition. 

The only two suppliers of inflatable 

restraint systems used on commercial 

airplanes were AmSafe and SCHROTH. 

AmSafe and SCHROTH both offered 

structural mounted airbags, while 

AmSafe was the exclusive supplier of 

inflatable lapbelts. In recent years, 

SCHROTH had emerged as a strong 

competitor to AmSafe in the 

development of inflatable restraint 

technologies. 

VI. ANTICOMPETITIVE EFFECTS 

31. Mergers and acquisitions that 

reduce the number of competitors in 

highly concentrated markets are likely 

to substantially lessen competition. 

Before TransDigm’s acquisition of 

SCHROTH, the markets for all restraint 

system types set forth above were highly 

concentrated. In each of these markets, 

SCHROTH and at most one other 

smaller firm competed with AmSafe 

prior to the acquisition and AmSafe had 

at least a substantial—and often a 

dominant—share of the market. 

TransDigm’s acquisition of SCHROTH 

therefore significantly increased 

concentration in already highly 

concentrated markets and is unlawful. 

32. TransDigm’s acquisition of 

SCHROTH also eliminated head-to-head 

competition between AmSafe and 

SCHROTH in the development, 

manufacture, and sale of restraint 

systems used on commercial airplanes 

worldwide. Prior to the acquisition, 

SCHROTH was a growing competitive 

threat to AmSafe and was challenging 

AmSafe on pricing and innovation. 

33. In 2012, Takata acquired 

SCHROTH with the stated intention to 

‘‘overtake AmSafe’’ in the markets for 

restraint systems used on commercial 

airplanes. AmSafe had traditionally 

dominated these markets with few, if 

any, significant competitors. Sensing a 

demand for new competitors and 

restraint technologies, SCHROTH began 

to compete with AmSafe on price and 

to invest heavily in research and 

development to create new restraint 

technologies. 

34. Customers were already beginning 

to see the benefits of increased 

competition in these markets. Between 

2012 and 2017, SCHROTH introduced 

several new innovative restraint 

products, challenging older products 

from AmSafe. These products included 

a new lightweight two-point lapbelt 

called the ‘‘Airlite,’’ structural mounted 


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airbag systems, and other advanced 

restraint systems. Prior to the 

acquisition, SCHROTH had already 

found customers—including major U.S. 

commercial airlines—for both its new 

Airlite belt and structural mounted 

airbag systems. With the introduction of 

these new products, potential customers 

also had begun qualifying SCHROTH as 

an alternative supplier to AmSafe and 

leveraging SCHROTH against AmSafe to 

obtain more favorable pricing. As new 

commercial airplanes were expected to 

be ordered, SCHROTH believed that its 

market share would continue to grow. 

Indeed, SCHROTH expected that it 

would capture nearly 20% of the sales 

of restraint systems used on commercial 

airplanes by 2020, with most of the 

gains coming at the expense of AmSafe. 

35. Prior to the acquisition, 

SCHROTH and AmSafe competed headto-head on price. The resulting loss of 

a competitor indicates that the 

acquisition likely will result in 

significant harm from expected price 

increases. Furthermore, prior to the 

acquisition, AmSafe and SCHROTH also 

competed to develop new restraint 

technologies. The transaction 

eliminated that competition depriving 

customers of more innovative and lifesaving restraint systems. 

36. The transaction, therefore, is 

likely to substantially lessen 

competition in the development, 

manufacture, and sale of restraint 

systems used on commercial airplanes 

worldwide in violation of Section 7 of 

the Clayton Act. 

VII. ENTRY 

37. New entry and expansion by 

existing competitors are unlikely to 

prevent or remedy the acquisition’s 

likely anticompetitive effects. Entry into 

the development, manufacture, and sale 

of restraint systems used on commercial 

airplanes is costly, and unlikely to be 

timely or sufficient to prevent the harm 

to competition caused by the 

elimination of SCHROTH as an 

independent supplier. 

38. Barriers to entry and expansion 

include certification requirements. 

Before a supplier may sell restraint 

systems, it must first obtain several 

authorizations, including a TSOA for 

the restraint system, a TSOA for the seat 

system, a supplemental type certificate, 

and, in certain cases, a special 

condition. These certification 

requirements discourage entry by 

imposing substantial sunk costs on 

potential suppliers with no guarantee 

that their restraint systems will be 

successful in the market. They also take 

substantial time—in some cases, years— 

to complete. 

39. Barriers to entry and expansion 

also include the significant technical 

expertise required to design a restraint 

system that satisfies the certification 

requirements. The technical expertise 

required to design a restraint system is 

proportionate to the complexity of the 

restraint system design. However, while 

more advanced restraint systems such as 

inflatable restraint systems require more 

expertise than simpler belt-type 

restraint systems, even belt-type 

restraint systems require significant 

expertise to design the belt to be strong, 

lightweight, and functional. 

40. Additional barriers to entry and 

expansion include economies of scale 

and reputation. Customers of restraint 

systems used on commercial airplanes 

require large volumes of restraint 

systems at low prices. Companies that 

cannot manufacture restraint systems at 

these volumes efficiently cannot 

compete effectively. Furthermore, 

customers of restraint systems used on 

commercial airplanes prefer established 

suppliers with known reputations. 

VIII. VIOLATIONS ALLEGED 

41. The acquisition of SCHROTH by 

TransDigm is likely to substantially 

lessen competition in each of the 

relevant markets set forth above in 

violation of Section 7 of the Clayton 

Act, 15 U.S.C. 18. 

42. The transaction will likely have 

the following anticompetitive effects, 

among others: 

a. actual and potential competition 

between AmSafe and SCHROTH in the 

relevant markets will be eliminated; 

b. competition generally in the 

relevant markets will be substantially 

lessened; and 

c. prices in the relevant markets will 

likely increase and innovation will 

likely decline. 

IX. REQUEST FOR RELIEF 

43. The United States requests that 

this Court: 

a. adjudge and decree TransDigm’s 

acquisition of SCHROTH to be unlawful 

and in violation of Section 7 of the 

Clayton Act, 15 U.S.C. 18; 

b. order TransDigm to divest all assets 

acquired from Takata Corporation on 

February 22, 2017 relating to SCHROTH 

Safety Products GmbH and Takata 

Protection Systems and to take any 

further actions necessary to restore the 

market to the competitive position that 

existed prior to the acquisition; 

c. award the United States its costs of 

this action; and 

d. grant the United States such other 

relief as the Court deems just and 

proper. 

Dated: December 21, 2017 

Respectfully submitted, 

For Plaintiff United States: 

/s/ lllllllllllllllllll

Makan Delrahim, 

Assistant Attorney General, Antitrust 

Division. 

/s/ lllllllllllllllllll

Andrew C. Finch, 

Principal Deputy Assistant Attorney General, 

Antitrust Division. 

/s/ lllllllllllllllllll

Bernard A. Nigro, Jr. (D.C. Bar #412357), 

Deputy Assistant Attorney General, Antitrust 

Division. 

/s/ lllllllllllllllllll

Patricia A. Brink, 

Director of Civil Enforcement. 

/s/ lllllllllllllllllll

Maribeth Petrizzi (D.C. Bar #435204), 

Chief, Defense, Industrials, and Aerospace 

Section, Antitrust Division. 

/s/ lllllllllllllllllll

David E. Altschuler (D.C. Bar #983023), 

Assistant Chief, Defense, Industrials, and 

Aerospace Section, Antitrust Division. 

/s/ lllllllllllllllllll

Jeremy Cline* (D.C. Bar #1011073), 

Tara Shinnick (D.C. Bar #501462), 

Rebecca Valentine (D.C. Bar #989607), 

Defense, Industrials, and Aerospace Section, 

Antitrust Division, 450 Fifth Street NW, Suite 

8700, Washington, D.C. 20530, Telephone: 

(202) 598–2294, Facsimile: (202) 514–9033, 

jeremy.cline@usdoj.gov. 

*Lead Attorney to be Noticed 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

United States of America, Plaintiff, v. 

TransDigm Group Incorporated, Defendant. 

Civil Action No.: 1:17–cv–2735 

Judge: Amy Berman Jackson 

COMPETITIVE IMPACT STATEMENT 

Plaintiff United States of America, 

pursuant to Section 2(b) of the Antitrust 

Procedures and Penalties Act (‘‘APPA’’ 

or ‘‘Tunney Act’’), 15 U.S.C. 16(b)–(h), 

files this Competitive Impact Statement 

relating to the proposed Final Judgment 

submitted for entry in this civil antitrust 

proceeding. 

I. NATURE AND PURPOSE OF THE 

PROCEEDING 

On February 22, 2017, Defendant 

TransDigm Group Incorporated 

(‘‘TransDigm’’) acquired SCHROTH 

Safety Products GmbH and substantially 

all the assets of Takata Protection 

Systems, Inc. (collectively, 

‘‘SCHROTH’’) from Takata Corporation 

(‘‘Takata’’) for approximately $90 

million. Due to the structure of the 

transaction, it was not required to be 

reported under the Hart-Scott-Rodino 

Antitrust Improvements Act, 15 U.S.C. 

18a. 


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1Takata filed for bankruptcy protection on June 

25, 2017. 

2After the acquisition was completed, the Takata 

Protection Systems assets were incorporated as 

SCHROTH Safety Products LLC. 

The United States filed a civil 

antitrust Complaint on December 21, 

2017, seeking the divestiture of 

SCHROTH and such other relief as 

necessary to restore the market to the 

competitive position that existed prior 

to the acquisition. The Complaint 

alleges that the likely effect of this 

acquisition would be to lessen 

competition substantially for the 

development, manufacture, and sale of 

restraint systems used on commercial 

airplanes worldwide in violation of 

Section 7 of the Clayton Act, 15 U.S.C. 

18. This loss of competition likely 

would result in higher prices for several 

types of restraint systems used on 

commercial airplanes and diminished 

innovation in the development of new 

airplane restraints. 

At the same time the Complaint was 

filed, the United States also filed a Hold 

Separate Stipulation and Order (‘‘Hold 

Separate’’) and proposed Final 

Judgment, which are designed to 

eliminate the anticompetitive effects of 

the acquisition. Under the proposed 

Final Judgment, which is explained 

more fully below, TransDigm is 

expected to divest all SCHROTH shares 

and assets acquired from Takata (the 

‘‘Divestiture Assets’’) to Perusa Partners 

Fund 2, L.P. and SSP MEP Beteiligungs 

GmbH & Co. KG, a management buyout 

group composed of former SCHROTH 

executives. Under the terms of the Hold 

Separate, TransDigm will take steps to 

ensure that the Divestiture Assets are 

operated as a competitively 

independent, economically viable, and 

ongoing business concern that will 

remain independent and uninfluenced 

by TransDigm, and that competition is 

maintained during the pendency of the 

ordered divestiture. 

The United States and TransDigm 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment would 

terminate this action, except that the 

Court would retain jurisdiction to 

construe, modify, or enforce the 

provisions of the proposed Final 

Judgment and to punish violations 

thereof. 

II. DESCRIPTION OF THE EVENTS 

GIVING RISE TO THE ALLEGED 

VIOLATION 

A. The Defendant and the Transaction 

TransDigm is a Delaware corporation 

headquartered in Cleveland, Ohio. 

TransDigm operates as a holding 

company and owns over 100 

subsidiaries. Through its subsidiaries, 

TransDigm is a leading global designer, 

manufacturer, and supplier of highly 

engineered airplane components. 

TransDigm’s fiscal year 2016 revenues 

were approximately $3.1 billion. 

TransDigm is the ultimate parent 

company of AmSafe Inc. (‘‘AmSafe’’), a 

Delaware corporation headquartered in 

Phoenix, Arizona. AmSafe develops, 

manufactures, and sells a wide range of 

restraint systems used on commercial 

airplanes. AmSafe had global revenues 

of approximately $198 million in fiscal 

year 2016. 

Takata is a global automotive and 

aerospace parts manufacturer based in 

Japan.1 Prior to the acquisition, Takata 

was the ultimate parent entity of 

SCHROTH Safety Products GmbH and 

Takata Protection Systems, Inc. 

SCHROTH Safety Products is a German 

limited liability corporation based in 

Arnsberg, Germany. Takata Protection 

Systems was a Colorado corporation 

based in Pompano Beach, Florida.2

SCHROTH Safety Products and Takata 

Protection Systems develop, 

manufacture, and sell a wide range of 

restraint systems used on commercial 

airplanes. SCHROTH Safety Products 

and Takata Protection Systems 

collectively had approximately $37 

million in revenue in fiscal year 2016. 

On February 22, 2017, TransDigm 

acquired SCHROTH Safety Products and 

substantially all the assets of Takata 

Protection Systems for approximately 

$90 million. The transaction combined 

the two leading suppliers of restraint 

systems used on commercial airplanes 

worldwide. AmSafe is the dominant 

supplier of airplane restraint systems 

used on commercial airplanes; 

SCHROTH was its closest competitor 

and, indeed, its only meaningful 

competitor for certain types of restraint 

systems. As a result, the acquisition 

would lessen competition substantially 

in the development, manufacture, and 

sale of several types of restraint systems 

used on commercial airplanes. This 

acquisition is the subject of the 

Complaint and proposed Final 

Judgment filed today by the United 

States. 

B. Industry Overview 

Commercial airplanes are fixed-wing 

aircraft used for scheduled passenger 

transport. Restraint systems used on 

commercial airplanes are critical safety 

devices that secure the occupant of a 

seat to prevent injury in the event of 

turbulence, collision, and impact. 

Restraint systems used in the 

economy and premium cabins in 

commercial airplanes vary based on the 

airplane type, seat type, and seating 

configuration of the airplane. Restraint 

systems used on commercial airplanes 

come in two primary forms: (i) 

conventional belt systems with two or 

more belts or ‘‘points’’ that are 

connected to a central buckle; or (ii) 

inflatable systems with one or more 

airbags that may be installed in 

combination with a conventional belt 

system. The airbags can be installed 

either within the belt itself (called an 

‘‘inflatable lapbelt’’) or in a structural 

monument (such as a seat back or wall) 

within the airplane (called a ‘‘structural 

mounted airbag’’). 

Economy cabin seats typically require 

two-point lapbelts, though other 

restraint systems such as inflatable 

restraint systems may be necessary in 

limited circumstances to comply with 

Federal Aviation Administration 

(‘‘FAA’’) safety requirements. Premium 

cabin seats come in many different 

seating configurations, and passenger 

restraint systems used in premium cabin 

seats vary as well. Premium cabin 

restraint systems include two-point 

lapbelts, three-point shoulder belts, and 

inflatable restraint systems. While twopoint lapbelts and three-point shoulder 

belts are used widely throughout the 

premium cabins, the use of inflatable 

restraint systems is more common in 

first-class and other ultra-premium 

cabins. Flight crew seats on commercial 

airplanes require special restraint 

systems called ‘‘technical’’ restraints. 

Technical restraints are multipoint 

restraints with four or more belts that 

provide additional protection to the 

flight crew. 

Restraint systems typically are 

purchased by commercial airlines and 

airplane seat manufacturers. Because 

certification of a restraint system is 

expensive and time consuming, once a 

restraint system is certified for a 

particular seat and airplane type, it is 

rarely substituted in the aftermarket for 

a different restraint system or supplier. 

Accordingly, competition between 

suppliers of restraint systems generally 

only occurs when a customer is 

designing a new seat or purchasing a 

new seat design, either when retrofitting 

existing airplanes or purchasing new 

airplanes. 

C. Industry Regulation and 

Certification Requirements 

All commercial airplanes must 

contain FAA-certified restraint systems 

on every seat installed on the airplane. 

The process for obtaining FAA 

certification is complex and involves 

several distinct stages. 


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Before selling a restraint system, a 

supplier of airplane restraint systems 

must first obtain a technical standard 

order authorization (‘‘TSOA’’). A TSOA 

certifies that the supplier’s restraint 

system meets the minimum design 

requirements of the codified FAA 

Technical Standard Order (‘‘TSO’’) for 

that object, and that the manufacturer 

has a quality system necessary to 

produce the object in conformance with 

the TSO. To obtain a TSOA for a 

restraint system, a supplier must test its 

restraint system for durability and other 

characteristics. Once a TSOA is issued 

for the restraint system, the supplier 

must then obtain a TSOA for the entire 

seat system—i.e., the seat and belt 

combination. To obtain a TSOA for the 

seat system, the seat system must 

successfully complete dynamic crash 

testing to demonstrate that the seat 

system meets the FAA required g-force 

and head-injury-criteria safety 

requirements. Dynamic crash-testing is 

expensive and can be cost prohibitive to 

potential suppliers. Once a supplier 

obtains a TSOA for the seat system, it 

must then obtain a supplemental type 

certificate, which certifies that the seat 

system meets the applicable 

airworthiness requirements for the 

particular airplane type on which it is 

to be installed. 

Certain restraint system types such as 

inflatable restraint systems do not have 

a codified TSO and must instead satisfy 

a ‘‘special condition’’ from the FAA 

prior to manufacture and installation of 

the restraint system. In those 

circumstances, the FAA must first 

determine and then publish the terms of 

the special condition. Once the special 

condition is published, the supplier 

must then satisfy the terms of the 

special condition to install the object on 

an airplane. 

D. Relevant Markets Affected by the 

Proposed Acquisition 

AmSafe and SCHROTH compete 

across the full range of restraint systems 

used on commercial airplanes. As 

alleged in the Complaint, restraint 

systems are not generally 

interchangeable or substitutable for 

different restraint systems; restraint 

systems are designed for specific aircraft 

configurations and seat types. FAA 

regulations dictate which restraint 

system may be used for a particular 

aircraft configuration and seat type. In 

the event of a small but significant price 

increase for a given type of restraint 

system, commercial customers would 

not substitute another restraint system 

in sufficient numbers so as to render the 

price increase unprofitable. For these 

reasons, the Complaint alleges that each 

restraint system identified in the 

Complaint is a separate line of 

commerce and a relevant product 

market within the meaning of Section 7 

of the Clayton Act, 15 U.S.C. 18. 

As alleged in the Complaint, the 

relevant geographic market for the 

development, manufacture, and sale of 

restraint systems used on commercial 

airplanes is worldwide. Restraint 

systems are marketed internationally 

and may be sourced economically from 

suppliers globally. 

The Complaint alleges likely harm in 

four distinct product markets for 

restraint systems used on commercial 

airplanes worldwide: (1) two-point 

lapbelts; (2) three-point shoulder belts; 

(3) technical restraints; and (4) inflatable 

restraint systems. 

A two-point lapbelt is a restraint 

harness that connects two fixed belts to 

a single buckle and restrains an 

occupant at his or her waist. Two-point 

lapbelts are used on nearly every seat in 

the economy cabins of commercial 

airplanes; they also are regularly used in 

the premium cabins. A three-point 

shoulder belt is a restraint harness that 

restrains an occupant at his or her waist 

and shoulder. It consists of both a 

lapbelt component and shoulder belt (or 

sash) component. Three-point shoulder 

belts are widely used in the premium 

cabins of commercial airplanes where 

the seating configurations often 

necessitate the additional protection 

provided by three-point shoulder belts. 

Technical restraints are multipoint 

restraint harnesses (usually four or five 

points) that restrain an occupant at his 

or her waist and shoulders. Technical 

restraints consist of multiple belts that 

connect to a single fixed buckle— 

typically a rotary-style buckle. 

Technical restraints are used by the 

flight crew in commercial airplanes. The 

critical nature of the flight crew’s 

responsibilities and the design of their 

seats necessitate the additional 

protections provided by technical 

restraints. Inflatable restraint systems, 

which include both inflatable lapbelts 

and structural mounted airbags, are 

restraint systems that utilize one or 

more airbags to restrain an airplane seat 

occupant. Inflatable restraint systems 

are most commonly used in the 

premium cabin of commercial airplanes, 

particularly in first-class and other 

ultra-premium cabins that have ‘‘lieflat’’ or oblique-facing seats. Inflatable 

restraint systems also are used in the 

economy cabin in certain 

circumstances. When required by FAA 

regulations, inflatable restraint systems 

provide airplane passengers with 

additional safety. 

E. Anticompetitive Effects 

According to the Complaint, the 

acquisition reduced the number of 

competitors in already highly 

concentrated markets. Before 

TransDigm’s acquisition of SCHROTH, 

the markets for all four restraint system 

types alleged in the Complaint were 

highly concentrated. In each of these 

markets, SCHROTH and at most one 

other smaller firm competed with 

AmSafe prior to the acquisition and 

AmSafe had at least a substantial—and 

often a dominant—share of the market. 

The Complaint alleges that TransDigm’s 

acquisition of SCHROTH therefore 

significantly increased concentration in 

already highly concentrated markets 

and is likely to enhance market power. 

In addition to increasing 

concentration, the Complaint alleges 

that TransDigm’s acquisition of 

SCHROTH would eliminate head-tohead competition between AmSafe and 

SCHROTH in the development, 

manufacture, and sale of restraint 

systems used on commercial airplanes 

worldwide. According to the Complaint, 

prior to the acquisition, SCHROTH was 

a growing competitive threat to AmSafe 

and was challenging AmSafe on pricing 

and innovation. In 2012, Takata 

acquired SCHROTH with the intention 

of challenging AmSafe in the markets 

for restraint systems used on 

commercial airplanes. SCHROTH began 

to compete with AmSafe on price and 

to invest heavily in research and 

development to create new restraint 

technologies. Customers were already 

beginning to see the benefits of 

increased competition in these markets. 

Between 2012 and 2017, SCHROTH 

introduced several new innovative 

restraint products, challenging older 

products from AmSafe. Prior to the 

acquisition, SCHROTH had already 

found customers—including major U.S. 

commercial airlines—for its new 

products. With the introduction of these 

new products, potential customers also 

had begun qualifying SCHROTH as an 

alternative supplier to AmSafe and 

leveraging SCHROTH against AmSafe to 

obtain more favorable pricing. As new 

commercial airplanes were expected to 

be ordered, SCHROTH believed that its 

market share would continue to grow. 

For all of these reasons, the Complaint 

alleges that the loss of SCHROTH as an 

independent competitor to AmSafe is 

likely to result in higher prices for 

several types of restraints used on 

commercial airplanes and diminished 

innovation worldwide in violation of 

Section 7 of the Clayton Act. 


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F. Barriers to Entry 

As alleged in the Complaint, new 

entry and expansion by existing 

competitors are unlikely to prevent or 

remedy the acquisition’s likely 

anticompetitive effects. Entry into the 

development, manufacture, and sale of 

restraint systems used on commercial 

airplanes is costly, and unlikely to be 

timely or sufficient to prevent the harm 

to competition caused by the 

elimination of SCHROTH as an 

independent supplier. 

Barriers to entry and expansion 

include certification requirements. 

Before a supplier may sell restraint 

systems, it must first obtain several 

authorizations, including a TSOA for 

the restraint system, a TSOA for the seat 

system, a supplemental type certificate, 

and, in certain cases, a special 

condition. These certification 

requirements discourage entry by 

imposing substantial sunk costs on 

potential suppliers with no guarantee 

that their restraint systems will be 

successful in the market. They also take 

substantial time—in some cases, years— 

to complete. 

Barriers to entry and expansion also 

include the significant technical 

expertise required to design a restraint 

system that satisfies the certification 

requirements. The technical expertise 

required to design a restraint system is 

proportionate to the complexity of the 

restraint system design. However, while 

more advanced restraint systems such as 

inflatable restraint systems require more 

expertise than simpler belt-type 

restraint systems, even belt-type 

restraint systems require significant 

expertise to design the belt to be strong, 

lightweight, and functional. 

Additional barriers to entry and 

expansion include economies of scale 

and reputation. Customers of restraint 

systems used on commercial airplanes 

require large volumes of restraint 

systems at low prices. Companies that 

cannot manufacture restraint systems at 

these volumes efficiently cannot 

compete effectively. Furthermore, 

customers of restraint systems used on 

commercial airplanes prefer established 

suppliers with known reputations. 

III. EXPLANATION OF THE 

PROPOSED FINAL JUDGMENT 

The divestiture requirement of the 

proposed Final Judgment will eliminate 

the anticompetitive effects of the 

acquisition by establishing a new, 

independent, and economically viable 

competitor in the development, 

manufacture, and sale of commercial 

airplane restraint systems worldwide. 

A. Divestiture 

Pursuant to the proposed Final 

Judgment, TransDigm must divest all of 

the SCHROTH assets it acquired from 

Takata pursuant to the February 2017 

transaction. Specifically, Paragraph II(J) 

defines the Divestiture Assets to include 

all of the assets TransDigm acquired 

pursuant to the parties’ Share and Asset 

Purchase Agreement and Share Transfer 

Agreement, including SCHROTH’s 

owned real property and leases in 

Arnsberg, Germany, and Pompano 

Beach, Florida, and all other tangible 

and intangible assets that comprise 

SCHROTH. 

Paragraph IV(A) of the proposed Final 

Judgment provides that TransDigm must 

divest the Divestiture Assets to Perusa 

Partners Fund 2, L.P. (‘‘Perusa’’) and 

SSP MEP Beteiligungs GmbH & Co. KG 

(‘‘MEP KG’’), or to an alternative 

acquirer acceptable to the United States, 

within 30 days after all necessary 

regulatory approvals have been obtained 

from the Committee on Foreign 

Investment in the United States 

(‘‘CFIUS’’) and the German Federal 

Ministry of Economic Affairs and 

Energy (the ‘‘Bundesministerium fu ̈r 

Wirtschaft und Energie’’), or 30 days 

after the Court’s signing of the Hold 

Separate, whichever is later. The assets 

must be divested in such a way as to 

satisfy the United States in its sole 

discretion that the assets can and will be 

operated by Perusa and MEP KG as a 

viable, ongoing business that can 

compete effectively in the relevant 

markets. TransDigm must take all 

reasonable steps necessary to 

accomplish the divestiture quickly and 

shall cooperate with Perusa and MEP 

KG, or any other prospective purchaser. 

The proposed Acquirer is a 

consortium between Perusa and certain 

members of the current management 

team of SCHROTH. Perusa is a 

diversified German private equity firm 

that invests in mid-sized companies. 

The SCHROTH management buyout 

group, which is acquiring an equity 

stake in SCHROTH through an 

investment entity (MEP KG), consists of 

11 current SCHROTH executives, 

including several individuals who have 

had significant responsibilities related 

to SCHROTH’s engineering, 

manufacture, and sale of airplane 

restraints. Under the terms of the 

divestiture agreement, Perusa will own 

a majority stake of SCHROTH. 

In order to facilitate the Acquirer’s 

immediate use of the Divestiture Assets, 

Paragraph IV(J) of the proposed Final 

Judgment provides the Acquirer with 

the option to enter into a transition 

services agreement with TransDigm, for 

a period of up to 12 months, to obtain 

information technology services and 

other such transition services that are 

reasonably necessary for the Acquirer to 

operate the Divestiture Assets. The 

United States, in its sole discretion, may 

approve one or more extensions of this 

agreement for a total of up to an 

additional 6 months. 

The proposed Final Judgment also 

contains provisions intended to 

facilitate the Acquirer’s efforts to hire 

the employees involved with the 

SCHROTH business. Paragraph IV(D) of 

the proposed Final Judgment requires 

TransDigm to provide the Acquirer with 

information relating to the personnel 

involved in the operation of the 

Divestiture Assets to enable the 

Acquirer to make offers of employment, 

and provides that TransDigm will not 

interfere with any negotiations by the 

Acquirer to hire them. In addition, 

Paragraph IV(E) provides that for 

employees that elect employment with 

the Acquirer, TransDigm shall waive all 

noncompete and nondisclosure 

agreements, vest all unvested pension 

and other equity rights, and provide all 

benefits to which the employees would 

generally be provided if transferred to a 

buyer of an ongoing business. The 

Paragraph further provides, that for a 

period of two years from filing of the 

Complaint, TransDigm may not solicit 

to hire, or hire any such person who 

was hired by the Acquirer, unless such 

individual is terminated or laid off by 

the Acquirer or the Acquirer agrees in 

writing that TransDigm may solicit to 

hire that individual. 

In the event that TransDigm does not 

accomplish the divestiture within the 

period provided in the proposed Final 

Judgment, Paragraph V(A) provides that 

the Court will appoint a trustee selected 

by the United States to effect the 

divestiture. If a trustee is appointed, the 

proposed Final Judgment provides that 

TransDigm will pay all costs and 

expenses of the trustee. The trustee’s 

commission will be structured so as to 

provide an incentive for the trustee 

based on the price obtained and the 

speed with which the divestiture is 

accomplished. After its appointment 

becomes effective, the trustee will file 

monthly reports with the Court and the 

United States setting forth its efforts to 

accomplish the divestiture. At the end 

of six months, if the divestiture has not 

been accomplished, the trustee and the 

United States will make 

recommendations to the Court, which 

shall enter such orders as appropriate, 

in order to carry out the purpose of the 

trust, including extending the trust or 

the term of the trustee’s appointment. 


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3Under Section V(B) of the Hold Separate, those 

three TransDigm executives may continue to assist 

with the management of SCHROTH for the term of 

the Hold Separate. 

B. Firewalls 

The proposed Final Judgment also 

contains a firewall provision intended 

to ensure that TransDigm’s AmSafe 

subsidiary does not obtain SCHROTH’s 

competitively sensitive information. 

During the U.S. Department of Justice, 

Antitrust Division’s (‘‘Antitrust 

Division’’) investigation of the 

acquisition, TransDigm entered into an 

asset preservation agreement with the 

United States to ensure that the 

SCHROTH assets were preserved and 

operated independently during the 

pendency of the investigation. As part of 

that agreement, the United States agreed 

to allow three TransDigm executives to 

assist in the day-to-day management of 

SCHROTH on the condition that the 

executives would have no decisionmaking responsibility or participation in 

the business of AmSafe while they 

served in this capacity.3 Section IX of 

the proposed Final Judgment includes a 

firewall provision to ensure that for the 

duration of the Final Judgment these 

three TransDigm employees do not 

share competitively sensitive 

information regarding SCHROTH that 

they obtained during the pendency of 

the investigation with individuals with 

responsibilities relating to AmSafe. 

C. Notification 

Section XII of the proposed Final 

Judgment requires TransDigm to 

provide notification to the Antitrust 

Division of certain proposed 

acquisitions not otherwise subject to 

filing under the Hart-Scott-Rodino Act, 

15 U.S.C 18a (the ‘‘HSR Act’’), and in 

the same format as, and per the 

instructions relating to the notification 

required under that statute. The 

notification requirement applies in the 

case of any direct or indirect 

acquisitions of any assets of or interest 

in any entity engaged in the 

development, manufacture, or sale of 

airplane restraint systems. Section XII 

further provides for waiting periods and 

opportunities for the United States to 

obtain additional information similar to 

the provisions of the HSR Act before 

such acquisitions can be consummated. 

D. Enforcement and Expiration of the 

Final Judgment 

The proposed Final Judgment 

contains provisions designed to promote 

compliance and make the enforcement 

of Division consent decrees as effective 

as possible. Paragraph XV(A) provides 

that the United States retains and 

reserves all rights to enforce the 

provisions of the proposed Final 

Judgment, including its rights to seek an 

order of contempt from the Court. Under 

the terms of this paragraph, TransDigm 

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 

TransDigm has waived any argument 

that a different standard of proof should 

apply. This provision aligns the 

standard for compliance obligations 

with the standard of proof that applies 

to the underlying offense that the 

compliance commitments address. 

Paragraph XV(B) of the proposed 

Final Judgment further provides that 

should the Court find in an enforcement 

proceeding that TransDigm has violated 

the Final Judgment, the United States 

may apply to the Court for a one-time 

extension of the Final Judgment, 

together with such other relief as may be 

appropriate. In addition, in order to 

compensate American taxpayers for any 

costs associated with the investigation 

and enforcement of violations of the 

proposed Final Judgment, Paragraph 

XV(B) requires TransDigm to reimburse 

the United States for attorneys’ fees, 

experts’ fees, or costs incurred in 

connection with any enforcement effort. 

Finally, Section XVI of the proposed 

Final Judgment provides that the Final 

Judgment shall expire ten (10) years 

from the date of its entry, except that 

after five (5) years from the date of its 

entry, the Final Judgment may be 

terminated upon notice by the United 

States to the Court and TransDigm that 

the divestiture has been completed and 

that the continuation of the Final 

Judgment is no longer necessary or in 

the public interest. 

IV. REMEDIES AVAILABLE TO 

POTENTIAL PRIVATE LITIGANTS 

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 will neither impair nor 

assist the bringing of any private 

antitrust damage action. Under the 

provisions of Section 5(a) of the Clayton 

Act, 15 U.S.C. 16(a), the proposed Final 

Judgment has no prima facie effect in 

any subsequent private lawsuit that may 

be brought against TransDigm. 

V. PROCEDURES AVAILABLE FOR 

MODIFICATION OF THE PROPOSED 

FINAL JUDGMENT 

The United States and TransDigm 

have stipulated that the proposed Final 

Judgment may be entered by the Court 

after compliance with the provisions of 

the APPA, provided that the United 

States has not withdrawn its consent. 

The APPA conditions entry upon the 

Court’s determination that the proposed 

Final Judgment is in the public interest. 

The APPA provides a period of at 

least sixty (60) days preceding the 

effective date of the proposed Final 

Judgment within which any person may 

submit to the United States written 

comments regarding the proposed Final 

Judgment. Any person who wishes to 

comment should do so within sixty (60) 

days of the date of publication of this 

Competitive Impact Statement in the 

Federal Register, or the last date of 

publication in a newspaper of the 

summary of this Competitive Impact 

Statement, whichever is later. All 

comments received during this period 

will be considered by the United States 

Department of Justice, which remains 

free to withdraw its consent to the 

proposed Final Judgment at any time 

prior to the Court’s entry of judgment. 

The comments and the response of the 

United States will be filed with the 

Court. In addition, comments will be 

posted on the Antitrust Division’s 

internet website and, under certain 

circumstances, published in the Federal 

Register. 

Written comments should be 

submitted to: Maribeth Petrizzi, Chief, 

Defense, Industrials, and Aerospace 

Section, Antitrust Division, United 

States Department of Justice, 450 Fifth 

Street NW, Suite 8700, Washington, DC 

20530. 

The proposed Final Judgment provides 

that the Court retains jurisdiction over 

this action, and the parties may apply to 

the Court for any order necessary or 

appropriate for the modification, 

interpretation, or enforcement of the 

Final Judgment. 

VI. ALTERNATIVES TO THE 

PROPOSED FINAL JUDGMENT 

The United States considered, as an 

alternative to the proposed Final 

Judgment, a full trial on the merits 

against TransDigm. The United States 

could have continued the litigation and 

sought a divestiture of all SCHROTH 

assets acquired from Takata by 

TransDigm. The United States is 

satisfied, however, that the divestiture 

of assets described in the proposed 

Final Judgment will preserve 

competition in the development, 


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4The 2004 amendments substituted ‘‘shall’’ for 

‘‘may’’ in directing relevant factors for court to 

consider and amended the list of factors to focus on 

competitive considerations and to address 

potentially ambiguous judgment terms. Compare 15 

U.S.C. § 16(e) (2004) with 15 U.S.C. § 16(e)(1) 

(2006); see also SBC Commc’ns, 489 F. Supp. 2d at 

11 (concluding that the 2004 amendments ‘‘effected 

minimal changes’’ to Tunney Act review). 

5Cf. BNS, 858 F.2d at 464 (holding that the 

court’s ‘‘ultimate authority under the [APPA] is 

limited to approving or disapproving the consent 

decree’’); United States v. Gillette Co., 406 F. Supp. 

713, 716 (D. Mass. 1975) (noting that, in this way, 

the court is constrained to ‘‘look at the overall 

picture not hypercritically, nor with a microscope, 

but with an artist’s reducing glass’’). See generally 

Microsoft, 56 F.3d at 1461 (discussing whether ‘‘the 

remedies [obtained in the decree are] so 

inconsonant with the allegations charged as to fall 

outside of the ‘reaches of the public interest’’’). 

manufacture, and sale of commercial 

airplane restraint systems worldwide. 

Indeed, the divestiture includes all 

SCHROTH assets acquired from Takata. 

Thus, the proposed Final Judgment 

would achieve all or substantially all of 

the relief the United States would have 

obtained through litigation, but avoids 

the time, expense, and uncertainty of a 

full trial on the merits of the Complaint. 

VII. STANDARD OF REVIEW UNDER 

THE APPA FOR THE PROPOSED 

FINAL JUDGMENT 

The Clayton Act, as amended by the 

APPA, requires that proposed consent 

judgments in antitrust cases brought by 

the United States be subject to a sixtyday comment period, after which the 

Court shall determine whether entry of 

the proposed Final Judgment ‘‘is in the 

public interest.’’ 15 U.S.C. 16(e)(1). In 

making that determination, the Court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) the competitive impact of such 

judgment, including termination of 

alleged violations, provisions for 

enforcement and modification, duration 

of relief sought, anticipated effects of 

alternative remedies actually 

considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the 

adequacy of such judgment that the 

court deems necessary to a 

determination of whether the consent 

judgment is in the public interest; and 

(B) the impact of entry of such 

judgment upon competition in the 

relevant market or markets, upon the 

public generally and individuals 

alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public 

benefit, if any, to be derived from a 

determination of the issues at trial. 

15 U.S.C. 16(e)(1)(A) & (B). In 

considering these statutory factors, the 

Court’s inquiry is necessarily a limited 

one as the government is entitled to 

‘‘broad discretion to settle with the 

defendant within the reaches of the 

public interest.’’ United States v. 

Microsoft Corp., 56 F.3d 1448, 1461 

(D.C. Cir. 1995); see generally United 

States v. SBC Commc’ns, Inc., 489 F. 

Supp. 2d 1 (D.D.C. 2007) (assessing 

public interest standard under the 

Tunney Act); United States v. US 

Airways Group, Inc., 38 F. Supp. 3d 69, 

75 (D.D.C. 2014) (explaining that the 

‘‘court’s inquiry is limited’’ in Tunney 

Act settlements); United States v. InBev 

N.V./S.A., No. 08-1965 (JR), 2009-2 

Trade Cas. (CCH) ¶ 76,736, 2009 U.S. 

Dist. LEXIS 84787, at *3, (D.D.C. Aug. 

11, 2009) (noting that the court’s review 

of a consent judgment is limited and 

only inquires ‘‘into whether the 

government’s determination that the 

proposed remedies will cure the 

antitrust violations alleged in the 

complaint was reasonable, and whether 

the mechanism to enforce the final 

judgment are clear and manageable.’’).4

As the United States Court of Appeals 

for the District of Columbia Circuit has 

held, under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations set forth in the 

government’s complaint, whether the 

decree is sufficiently clear, whether 

enforcement mechanisms are sufficient, 

and whether the decree may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

decree, a court may not ‘‘engage in an 

unrestricted evaluation of what relief 

would best serve the public.’’ United 

States v. BNS, Inc., 858 F.2d 456, 462 

(9th Cir. 1988) (quoting United States v. 

Bechtel Corp., 648 F.2d 660, 666 (9th 

Cir. 1981)); see also Microsoft, 56 F.3d 

at 1460–62; United States v. Alcoa, Inc., 

152 F. Supp. 2d 37, 40 (D.D.C. 2001); 

InBev, 2009 U.S. Dist. LEXIS 84787, at 

*3. Courts have held that: 

[t]he balancing of competing social and 

political interests affected by a proposed 

antitrust consent decree must be left, in the 

first instance, to the discretion of the 

Attorney General. The court’s role in 

protecting the public interest is one of 

insuring that the government has not 

breached its duty to the public in consenting 

to the decree. The court is required to 

determine not whether a particular decree is 

the one that will best serve society, but 

whether the settlement is ‘‘within the reaches 

of the public interest.’’ More elaborate 

requirements might undermine the 

effectiveness of antitrust enforcement by 

consent decree. 

Bechtel, 648 F.2d at 666 (emphasis 

added) (citations omitted).5 In 

determining whether a proposed 

settlement is in the public interest, a 

district court ‘‘must accord deference to 

the government’s predictions about the 

efficacy of its remedies, and may not 

require that the remedies perfectly 

match the alleged violations.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 17; see 

also US Airways, 38 F. Supp. 3d at 75 

(noting that a court should not reject the 

proposed remedies because it believes 

others are preferable); Microsoft, 56 F.3d 

at 1461 (noting the need for courts to be 

‘‘deferential to the government’s 

predictions as to the effect of the 

proposed remedies’’); United States v. 

Archer-Daniels-Midland Co., 272 F. 

Supp. 2d 1, 6 (D.D.C. 2003) (noting that 

the court should grant due respect to the 

United States’ prediction as to the effect 

of proposed remedies, its perception of 

the market structure, and its views of 

the nature of the case). 

Courts have greater flexibility in 

approving proposed consent decrees 

than in crafting their own decrees 

following a finding of liability in a 

litigated matter. ‘‘[A] proposed decree 

must be approved even if it falls short 

of the remedy the court would impose 

on its own, as long as it falls within the 

range of acceptability or is ‘within the 

reaches of public interest.’ ’’ United 

States v. Am. Tel. & Tel. Co., 552 F. 

Supp. 131, 151 (D.D.C. 1982) (citations 

omitted) (quoting United States v. 

Gillette Co., 406 F. Supp. 713, 716 (D. 

Mass. 1975)), aff’d sub nom. Maryland 

v. United States, 460 U.S. 1001 (1983); 

see also US Airways, 38 F. Supp. 3d at 

76 (noting that room must be made for 

the government to grant concessions in 

the negotiation process for settlements) 

(citing Microsoft, 56 F.3d at 1461); 

United States v. Alcan Aluminum Ltd., 

605 F. Supp. 619, 622 (W.D. Ky. 1985) 

(approving the consent decree even 

though the court would have imposed a 

greater remedy). To meet this standard, 

the United States ‘‘need only provide a 

factual basis for concluding that the 

settlements are reasonably adequate 

remedies for the alleged harms.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 17. 

Moreover, the Court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

Complaint, and does not authorize the 

Court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also US Airways, 38 

F. Supp. 3d at 75 (noting that the court 

must simply determine whether there is 

a factual foundation for the 

government’s decisions such that its 

conclusions regarding the proposed 

settlements are reasonable); InBev, 2009 

U.S. Dist. LEXIS 84787, at *20 (‘‘the 


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6See United States v. Enova Corp., 107 F. Supp. 

2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney 

Act expressly allows the court to make its public 

interest determination on the basis of the 

competitive impact statement and response to 

comments alone’’); United States v. Mid-Am. 

Dairymen, Inc., No. 73–CV–681–W–1, 1977–1 Trade 

Cas. (CCH) ¶ 61,508, at 71,980, *22 (W.D.Mo. 1977) 

(‘‘Absent a showing of corrupt failure of the 

government to discharge its duty, the Court, in 

making its public interest finding, should . . . 

carefully consider the explanations of the 

government in the competitive impact statement 

and its responses to comments in order to 

determine whether those explanations are 

reasonable under the circumstances.’’); S. Rep. No. 

93–298, at 6 (1973) (‘‘Where the public interest can 

be meaningfully evaluated simply on the basis of 

briefs and oral arguments, that is the approach that 

should be utilized.’’). 

‘public interest’ is not to be measured by 

comparing the violations alleged in the 

complaint against those the court 

believes could have, or even should 

have, been alleged’’). Because the 

‘‘court’s authority to review the decree 

depends entirely on the government’s 

exercising its prosecutorial discretion by 

bringing a case in the first place,’’ it 

follows that ‘‘the court is only 

authorized to review the decree itself,’’ 

and not to ‘‘effectively redraft the 

complaint’’ to inquire into other matters 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. As this 

Court confirmed in SBC 

Communications, courts ‘‘cannot look 

beyond the complaint in making the 

public interest determination unless the 

complaint is drafted so narrowly as to 

make a mockery of judicial power.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 15. 

In its 2004 amendments, Congress 

made clear its intent to preserve the 

practical benefits of utilizing consent 

decrees in antitrust enforcement, adding 

the unambiguous instruction that 

‘‘[n]othing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

intervene.’’ 15 U.S.C. 16(e)(2); see also 

US Airways, 38 F. Supp. 3d at 76 

(indicating that a court is not required 

to hold an evidentiary hearing or to 

permit intervenors as part of its review 

under the Tunney Act). The language 

wrote into the statute what Congress 

intended when it enacted the Tunney 

Act in 1974, as Senator Tunney 

explained: ‘‘[t]he court is nowhere 

compelled to go to trial or to engage in 

extended proceedings which might have 

the effect of vitiating the benefits of 

prompt and less costly settlement 

through the consent decree process.’’ 

119 Cong. Rec. 24,598 (1973) (statement 

of Sen. Tunney). Rather, the procedure 

for the public interest determination is 

left to the discretion of the Court, with 

the recognition that the Court’s ‘‘scope 

of review remains sharply proscribed by 

precedent and the nature of Tunney Act 

proceedings.’’ SBC Commc’ns, 489 F. 

Supp. 2d at 11.6 A court can make its 

public interest determination based on 

the competitive impact statement and 

response to public comments alone. US 

Airways, 38 F. Supp. 3d at 76 

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: December 21, 2017 

Respectfully submitted, 

/s/ llllllllllllllllllll

JEREMY CLINE* (D.C. Bar #1011073) 

United States Department of Justice, 

Antitrust Division, 

Defense, Industrials, and Aerospace Section, 

450 Fifth Street NW, Suite 8700, 

Washington, D.C. 20530, 

Tel: (202) 598–2294, 

Fax: (202) 514–9033, 

Email: jeremy.cline@usdoj.gov. 

* Attorney of Record 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

United States of America, Plaintiff, v. 

TransDigm Group Incorporated, Defendant. 

Civil Action No.: 1:17–cv–2735 

Judge: Amy Berman Jackson 

[PROPOSED] FINAL JUDGMENT 

WHEREAS, Plaintiff, United States of 

America, filed its Complaint on 

December 21, 2017, the United States 

and Defendant, TransDigm Group 

Incorporated, by their respective 

attorneys, have consented to the entry of 

this Final Judgment 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 regarding any 

issue of fact or law; 

AND WHEREAS, TransDigm agrees to 

be bound by the provisions of this Final 

Judgment pending its approval by the 

Court; 

AND WHEREAS, the essence of this 

Final Judgment is the prompt and 

certain divestiture of certain rights or 

assets by TransDigm to assure that 

competition is substantially restored; 

AND WHEREAS, the United States 

requires TransDigm to make a certain 

divestiture for the purpose of remedying 

the loss of competition alleged in the 

Complaint; 

AND WHEREAS, TransDigm has 

represented to the United States that the 

divestiture required below can and will 

be made and that TransDigm will later 

raise no claim of hardship or difficulty 

as grounds for asking the Court to 

modify any of the divestiture provisions 

contained below; 

NOW THEREFORE, before any 

testimony is taken, without trial or 

adjudication of any issue of fact or law, 

and upon consent of the parties, it is 

ORDERED, ADJUDGED, AND 

DECREED: 

I. Jurisdiction 

This Court has jurisdiction over the 

subject matter of and each of the parties 

to this action. The Complaint states a 

claim upon which relief may be granted 

against TransDigm under Section 7 of 

the Clayton Act, as amended (15 U.S.C. 

§ 18). 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Acquirer’’ means Perusa and MEP 

KG, or another entity to whom 

TransDigm divests the Divestiture 

Assets. 

B. ‘‘TransDigm’’ means Defendant 

TransDigm Group Incorporated, a 

Delaware corporation with its 

headquarters in Cleveland, Ohio, its 

successors and assigns, and its 

subsidiaries (including, but not limited 

to, SCHROTH Safety Products LLC, 

SCHROTH Safety Products GmbH, and 

AmSafe, Inc.), divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘SCHROTH’’ means, collectively, 

SCHROTH Germany and SCHROTH 

U.S. 

D. ‘‘SCHROTH Germany’’ means 

SCHROTH Safety Products GmbH, a 

German limited liability company 

headquartered in Arnsberg, Germany, its 

successors and assigns, and its 

subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

E. ‘‘SCHROTH U.S.’’ means 

SCHROTH Safety Products LLC, a 

Delaware limited liability company, its 

successors and assigns, and its 

subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

F. ‘‘Share and Asset Purchase 

Agreement’’ means the Share and Asset 

Purchase Agreement among Takata 

Europe GmbH, Takata Protection 

Systems, Inc., Interiors In Flight, Inc., 

Takata Corporation, TransDigm, and 

TDG Germany GmbH, dated February 

22, 2017. 

G. ‘‘Share Transfer Agreement’’ means 

the Share Transfer Agreement among 

Takata Europe GmbH and TDG Germany 

GmbH, dated February 21, 2017. 


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H. ‘‘Perusa’’ means Perusa Partners 

Fund 2, L.P., a Guernsey limited 

partnership with its headquarters in St. 

Peter Port, Guernsey, its successors and 

assigns, and its subsidiaries, divisions, 

groups, affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

I. ‘‘MEP KG’’ means SSP MEP 

Beteiligungs GmbH & Co. KG, a German 

limited partnership with its 

headquarters in Munich, Germany, its 

successors and assigns, and its 

subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

J. ‘‘Divestiture Assets’’ means all 

SCHROTH shares and assets acquired 

by TransDigm pursuant to the Share and 

Asset Purchase Agreement and Share 

Transfer Agreement including, but not 

limited to: 

1. SCHROTH Germany’s owned real 

property listed in Appendix A 

including, but not limited to, SCHROTH 

Germany’s warehouses located at Im 

Ohl 14, 59757 Arnsberg, Germany; 

2. SCHROTH Germany’s leases for the 

real property listed in Appendix A 

including, but not limited to, SCHROTH 

Germany’s headquarters located at Im 

Ohl 14, 59757 Arnsberg, Germany; 

3. SCHROTH U.S.’s leases for the real 

property listed in Appendix A 

including, but not limited to, SCHROTH 

U.S.’s facility at 1371 SW 8th Street, 

Pompano Beach, Florida; 

4. All tangible assets that comprise 

SCHROTH, including research and 

development activities; all 

manufacturing equipment, tooling and 

fixed assets, personal property, 

inventory, office furniture, materials, 

supplies, and other tangible property 

and all assets used by SCHROTH; all 

licenses, permits, certifications, and 

authorizations issued by any 

governmental organization (including, 

but not limited to, the Federal Aviation 

Administration and the European 

Aviation Safety Agency) or industry 

standard-setting body (including, but 

not limited to, the Society of 

Automotive Engineers and the 

International Organization for 

Standardization) relating to SCHROTH; 

all contracts, teaming arrangements, 

agreements, leases, commitments, and 

understandings, relating to SCHROTH, 

including supply agreements; all 

customer lists, contracts, accounts, and 

credit records; all repair and 

performance records and all other 

records relating to SCHROTH; 

5. All intangible assets relating to the 

SCHROTH businesses, including, but 

not limited to, all patents, licenses and 

sublicenses, intellectual property, 

copyrights, trademarks, trade names, 

service marks, service names, technical 

information, computer software and 

related documentation, know-how, 

trade secrets, drawings, blueprints, 

designs, design protocols, specifications 

for materials, specifications for parts 

and devices, safety procedures for the 

handling of materials and substances, 

quality assurance and control 

procedures, design tools and simulation 

capability, and all manuals and 

technical information provided to 

SCHROTH employees, customers, 

suppliers, agents, or licensees. 

Intangible assets also include all 

research data concerning historic and 

current research and development 

efforts relating to the development, 

manufacture, and sale of airplane 

restraint systems, designs of 

experiments, and the results of 

successful and unsuccessful designs, 

experiments, and testing. 

K. ‘‘Airplane restraint system’’ means 

a belt, harness, or airbag used to restrain 

airplane passengers and crew. 

III. Applicability 

A. This Final Judgment applies to 

TransDigm, as defined above, and all 

other persons in active concert or 

participation with TransDigm who 

receive actual notice of this Final 

Judgment by personal service or 

otherwise. 

B. If, prior to complying with Section 

IV and Section V of this Final Judgment, 

TransDigm sells or otherwise disposes 

of all or substantially all of its assets or 

of lesser business units that include the 

Divestiture Assets, TransDigm shall 

require the purchaser to be bound by the 

provisions of this Final Judgment. 

TransDigm need not obtain such an 

agreement from the acquirer of the 

assets divested pursuant to this Final 

Judgment. 

IV. Divestiture 

A. TransDigm is ordered and directed, 

within 30 calendar days after all 

necessary regulatory approvals have 

been obtained from the Committee on 

Foreign Investment in the United States 

(‘‘CFIUS’’) and the German Federal 

Ministry of Economic Affairs and 

Energy (the ‘‘Bundesministerium fu ̈r 

Wirtschaft und Energie’’), or 30 calendar 

days after the Court’s signing of the 

Hold Separate Stipulation and Order in 

this matter, whichever is later, to divest 

the Divestiture Assets in a manner 

consistent with this Final Judgment to 

Perusa and MEP KG, or to an alternative 

Acquirer acceptable to the United 

States, in its sole discretion. The United 

States, in its sole discretion, may agree 

to one or more extensions of this time 

period not to exceed sixty (60) calendar 

days in total, and shall notify the Court 

in such circumstances. TransDigm 

agrees to use its best efforts to divest the 

Divestiture Assets as expeditiously as 

possible. 

B. In the event TransDigm is 

attempting to divest the Divestiture 

Assets to an Acquirer other than Perusa 

and MEP KG, TransDigm promptly shall 

make known, by usual and customary 

means, the availability of the Divestiture 

Assets. TransDigm shall inform any 

person making inquiry regarding a 

possible purchase of the Divestiture 

Assets that they are being divested 

pursuant to this Final Judgment and 

provide that person with a copy of this 

Final Judgment. 

C. In accomplishing the divestiture 

ordered by this Final Judgment, 

TransDigm shall offer to furnish to all 

prospective Acquirers, subject to 

customary confidentiality assurances, 

all information and documents relating 

to the Divestiture Assets customarily 

provided in a due diligence process 

except such information or documents 

subject to the attorney-client privileges 

or work-product doctrine. TransDigm 

shall make available such information to 

the United States at the same time that 

such information is made available to 

any other person. 

D. TransDigm shall provide the 

Acquirer and the United States 

information relating to the personnel 

involved in the operation of the 

Divestiture Assets to enable the 

Acquirer to make offers of employment. 

TransDigm will not interfere with any 

negotiations by the Acquirer to employ 

any TransDigm employee whose 

primary responsibility is the operation 

of the Divestiture Assets. 

E. For any personnel involved in the 

operation of the Divestiture Assets that 

elect employment with the Acquirer, 

TransDigm shall waive all noncompete 

and nondisclosure agreements, vest all 

unvested pension and other equity 

rights, and provide all benefits to which 

the relevant employees would generally 

be provided if transferred to a buyer of 

an ongoing business. For a period of two 

(2) years from the filing of the 

Complaint in this matter, TransDigm 

may not solicit to hire, or hire, any such 

person who was hired by the Acquirer, 

unless (1) such individual is terminated 

or laid off by the Acquirer or (2) the 

Acquirer agrees in writing that 

TransDigm may solicit or hire that 

individual. Nothing in this paragraph 

shall prohibit TransDigm from 

maintaining any reasonable restrictions 

on the disclosure by any employee who 

accepts an offer of employment with the 

Acquirer of TransDigm’s proprietary 


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non-public information that is (1) not 

otherwise required to be disclosed by 

this Final Judgment, (2) related solely to 

TransDigm’s businesses and clients, and 

(3) unrelated to the Divestiture Assets. 

F. TransDigm shall permit prospective 

Acquirers of the Divestiture Assets to 

have reasonable access to personnel and 

to make inspections of the physical 

facilities of SCHROTH; access to any 

and all environmental, zoning, and 

other permit documents and 

information; and access to any and all 

financial, operational, or other 

documents and information customarily 

provided as part of a due diligence 

process. 

G. TransDigm shall warrant to the 

Acquirer that each asset will be 

operational on the date of sale. 

H. TransDigm shall not take any 

action that will impede in any way the 

permitting, operation, or divestiture of 

the Divestiture Assets. 

I. TransDigm shall warrant to the 

Acquirer that there are no material 

defects in the environmental, zoning, or 

other permits pertaining to the 

operation of each asset, and that 

following the sale of the Divestiture 

Assets, TransDigm will not undertake, 

directly or indirectly, any challenges to 

the environmental, zoning, or other 

permits relating to the operation of the 

Divestiture Assets. 

J. At the Acquirer’s option, and 

subject to approval by the United States, 

TransDigm shall enter a Transition 

Services Agreement for information 

technology services and other such 

transition services that are reasonably 

necessary for the Acquirer to operate the 

Divestiture Assets for a period of up to 

twelve months. The United States, in its 

sole discretion, may approve one or 

more extensions of this agreement for a 

total of up to an additional six months. 

The terms and conditions of any 

contractual arrangement meant to satisfy 

this provision must be reasonably 

related to market conditions. Any 

amendments or modifications of the 

Transition Services Agreement may 

only be entered into with the approval 

of the United States, in its sole 

discretion. 

K. Unless the United States otherwise 

consents in writing, the divestiture 

pursuant to Section IV, or by Divestiture 

Trustee appointed pursuant to Section 

V, of this Final Judgment, shall include 

the entire Divestiture Assets, and shall 

be accomplished in such a way as to 

satisfy the United States, in its sole 

discretion, that the Divestiture Assets 

can and will be used by the Acquirer as 

part of a viable, ongoing business of 

developing, manufacturing, and selling 

airplane restraint systems. The 

divestiture, whether pursuant to Section 

IV or Section V of this Final Judgment, 

(1) shall be made to an Acquirer that, 

in the United States’ sole judgment, has 

the intent and capability (including the 

necessary managerial, operational, 

technical, and financial capability) of 

competing effectively in the business of 

developing, manufacturing, and selling 

airplane restraint systems; and 

(2) shall be accomplished so as to 

satisfy the United States, in its sole 

discretion, that none of the terms of any 

agreement between an Acquirer and 

TransDigm give TransDigm the ability 

unreasonably to raise the Acquirer’s 

costs, to lower the Acquirer’s efficiency, 

or otherwise to interfere in the ability of 

the Acquirer to compete effectively. 

V. Appointment of Divestiture Trustee 

A. If TransDigm has not divested the 

Divestiture Assets within the time 

period specified in Paragraph IV(A), 

TransDigm shall notify the United 

States of that fact in writing. Upon 

application of the United States, the 

Court shall appoint a Divestiture 

Trustee selected by the United States 

and approved by the Court to effect the 

divestiture of the Divestiture Assets. 

B. After the appointment of a 

Divestiture Trustee becomes effective, 

only the Divestiture Trustee shall have 

the right to sell the Divestiture Assets. 

The Divestiture Trustee shall have the 

power and authority to accomplish the 

divestiture to an Acquirer acceptable to 

the United States at such price and on 

such terms as are then obtainable upon 

reasonable effort by the Divestiture 

Trustee, subject to the provisions of 

Sections IV, V, and VI of this Final 

Judgment, and shall have such other 

powers as this Court deems appropriate. 

Subject to Paragraph V(D) of this Final 

Judgment, the Divestiture Trustee may 

hire at the cost and expense of 

TransDigm any investment bankers, 

attorneys, or other agents, who shall be 

solely accountable to the Divestiture 

Trustee, reasonably necessary in the 

Divestiture Trustee’s judgment to assist 

in the divestiture. Any such investment 

bankers, attorneys, or other agents shall 

serve on such terms and conditions as 

the United States approves, including 

confidentiality requirements and 

conflict of interest certifications. 

C. TransDigm shall not object to a sale 

by the Divestiture Trustee on any 

ground other than the Divestiture 

Trustee’s malfeasance. Any such 

objections by TransDigm must be 

conveyed in writing to the United States 

and the Divestiture Trustee within ten 

(10) calendar days after the Divestiture 

Trustee has provided the notice 

required under Section VI. 

D. The Divestiture Trustee shall serve 

at the cost and expense of TransDigm 

pursuant to a written agreement, on 

such terms and conditions as the United 

States approves, including 

confidentiality requirements and 

conflict of interest certifications. The 

Divestiture Trustee shall account for all 

monies derived from the sale of the 

assets sold by the Divestiture Trustee 

and all costs and expenses so incurred. 

After approval by the Court of the 

Divestiture Trustee’s accounting, 

including fees for its services yet unpaid 

and those of any professionals and 

agents retained by the Divestiture 

Trustee, all remaining money shall be 

paid to TransDigm and the trust shall 

then be terminated. The compensation 

of the Divestiture Trustee and any 

professionals and agents retained by the 

Divestiture Trustee shall be reasonable 

in light of the value of the Divestiture 

Assets and based on a fee arrangement 

providing the Divestiture Trustee with 

an incentive based on the price and 

terms of the divestiture and the speed 

with which it is accomplished, but 

timeliness is paramount. If the 

Divestiture Trustee and TransDigm are 

unable to reach agreement on the 

Divestiture Trustee’s or any agents’ or 

consultants’ compensation or other 

terms and conditions of engagement 

within 14 calendar days of appointment 

of the Divestiture Trustee, the United 

States may, in its sole discretion, take 

appropriate action, including making a 

recommendation to the Court. The 

Divestiture Trustee shall, within three 

(3) business days of hiring any other 

professionals or agents, provide written 

notice of such hiring and the rate of 

compensation to TransDigm and the 

United States. 

E. TransDigm shall use its best efforts 

to assist the Divestiture Trustee in 

accomplishing the required divestiture. 

The Divestiture Trustee and any 

consultants, accountants, attorneys, and 

other agents retained by the Divestiture 

Trustee shall have full and complete 

access to the personnel, books, records, 

and facilities of the business to be 

divested, and TransDigm shall develop 

financial and other information relevant 

to such business as the Divestiture 

Trustee may reasonably request, subject 

to reasonable protection for trade secret 

or other confidential research, 

development, or commercial 

information or any applicable 

privileges. TransDigm shall take no 

action to interfere with or to impede the 

Divestiture Trustee’s accomplishment of 

the divestiture. 

F. After its appointment, the 

Divestiture Trustee shall file monthly 

reports with the United States and, as 


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appropriate, the Court setting forth the 

Divestiture Trustee’s efforts to 

accomplish the divestiture ordered 

under this Final Judgment. To the extent 

such reports contain information that 

the Divestiture Trustee deems 

confidential, such reports shall not be 

filed in the public docket of the Court. 

Such reports shall include the name, 

address, and telephone number of each 

person who, during the preceding 

month, made an offer to acquire, 

expressed an interest in acquiring, 

entered into negotiations to acquire, or 

was contacted or made an inquiry about 

acquiring, any interest in the Divestiture 

Assets, and shall describe in detail each 

contact with any such person. The 

Divestiture Trustee shall maintain full 

records of all efforts made to divest the 

Divestiture Assets. 

G. If the Divestiture Trustee has not 

accomplished the divestiture ordered 

under this Final Judgment within six 

months after its appointment, the 

Divestiture Trustee shall promptly file 

with the Court a report setting forth (1) 

the Divestiture Trustee’s efforts to 

accomplish the required divestiture, (2) 

the reasons, in the Divestiture Trustee’s 

judgment, why the required divestiture 

has not been accomplished, and (3) the 

Divestiture Trustee’s recommendations. 

To the extent such report contains 

information that the Divestiture Trustee 

deems confidential, such report shall 

not be filed in the public docket of the 

Court. The Divestiture Trustee shall at 

the same time furnish such report to the 

United States which shall have the right 

to make additional recommendations 

consistent with the purpose of the trust. 

The Court thereafter shall enter such 

orders as it shall deem appropriate to 

carry out the purpose of the Final 

Judgment, which may, if necessary, 

include extending the trust and the term 

of the Divestiture Trustee’s appointment 

by a period requested by the United 

States. 

H. If the United States determines that 

the Divestiture Trustee has ceased to act 

or failed to act diligently or in a 

reasonably cost-effective manner, it may 

recommend the Court appoint a 

substitute Divestiture Trustee. 

VI. Notice of Proposed Divestiture 

A. In the event TransDigm divests the 

Divestiture Assets to an Acquirer other 

than Perusa and MEP KG, within two (2) 

business days following execution of a 

definitive divestiture agreement, 

TransDigm or the Divestiture Trustee, 

whichever is then responsible for 

effecting the divestiture required herein, 

shall notify the United States of any 

proposed divestiture required by 

Section IV or Section V of this Final 

Judgment. If the Divestiture Trustee is 

responsible, it shall similarly notify 

TransDigm. The notice shall set forth 

the details of the proposed divestiture 

and list the name, address, and 

telephone number of each person not 

previously identified who offered or 

expressed an interest in or desire to 

acquire any ownership interest in the 

Divestiture Assets, together with full 

details of the same. 

B. Within fifteen (15) calendar days of 

receipt by the United States of such 

notice, the United States may request 

from TransDigm, the proposed Acquirer, 

any other third party, or the Divestiture 

Trustee, if applicable, additional 

information concerning the proposed 

divestiture, the proposed Acquirer, and 

any other potential Acquirer. TransDigm 

and the Divestiture Trustee shall furnish 

any additional information requested 

within fifteen (15) calendar days of the 

receipt of the request, unless the parties 

shall otherwise agree. 

C. Within thirty (30) calendar days 

after receipt of the notice or within 

twenty (20) calendar days after the 

United States has been provided the 

additional information requested from 

TransDigm, the proposed Acquirer, any 

third party, and the Divestiture Trustee, 

whichever is later, the United States 

shall provide written notice to 

TransDigm and the Divestiture Trustee, 

if there is one, stating whether or not it 

objects to the proposed divestiture. If 

the United States provides written 

notice that it does not object, the 

divestiture may be consummated, 

subject only to TransDigm’s limited 

right to object to the sale under 

Paragraph V(C) of this Final Judgment. 

Absent written notice that the United 

States does not object to the proposed 

Acquirer or upon objection by the 

United States, a divestiture proposed 

under Section IV or Section V shall not 

be consummated. Upon objection by 

TransDigm under Paragraph V(C), a 

divestiture proposed under Section V 

shall not be consummated unless 

approved by the Court. 

VII. Financing 

TransDigm shall not finance all or any 

part of any purchase made pursuant to 

Section IV or Section V of this Final 

Judgment. 

VIII. Hold Separate 

Until the divestiture required by this 

Final Judgment has been accomplished, 

TransDigm shall take all steps necessary 

to comply with the Hold Separate 

Stipulation and Order entered by this 

Court. TransDigm shall take no action 

that would jeopardize the divestiture 

ordered by this Court. 

IX. Firewalls 

A. TransDigm shall implement and 

maintain procedures to prevent the 

sharing by the TransDigm Executive 

Vice President currently assigned to 

SCHROTH, the TransDigm Controller 

currently assigned to SCHROTH, and 

the TransDigm Executive Vice President 

of Mergers & Acquisitions of 

competitively sensitive information 

from SCHROTH with personnel with 

responsibilities relating to AmSafe, Inc. 

B. TransDigm shall, within thirty (30) 

calendar days of the Court’s entry of the 

Hold Separate Stipulation and Order, 

submit to the United States a document 

setting forth in detail the procedures 

implemented to effect compliance with 

this Section. The United States shall 

notify TransDigm within ten (10) 

business days whether, in its sole 

discretion, it approves or rejects 

TransDigm’s compliance plan. 

C. In the event TransDigm’s 

compliance plan is rejected, the reasons 

for the rejection shall be provided to 

TransDigm and TransDigm shall be 

given the opportunity to submit, within 

ten (10) business days of receiving the 

notice of rejection, a revised compliance 

plan. If the parties cannot agree on a 

compliance plan, the United States shall 

have the right to request that the Court 

rule on whether TransDigm’s proposed 

compliance plan fulfills the 

requirements of Paragraph IX(A). 

D. TransDigm may at any time submit 

to the United States evidence relating to 

the actual operation of any firewall in 

support of a request to modify any 

firewall set forth in this Section. In 

determining, in its sole discretion, 

whether it would be appropriate for the 

United States to consent to modify the 

firewall, the United States, shall 

consider the need to protect 

competitively sensitive information of 

SCHROTH and the impact the firewall 

has had on TransDigm’s ability to 

efficiently manage AmSafe, Inc. 

X. Affidavits 

A. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, and every thirty (30) calendar 

days thereafter until the divestiture has 

been completed under Section IV or 

Section V, TransDigm shall deliver to 

the United States an affidavit, signed by 

TransDigm’s Chief Financial Officer and 

General Counsel, which shall describe 

the fact and manner of TransDigm’s 

compliance with Section IV or Section 

V of this Final Judgment. Each such 

affidavit shall include the name, 

address, and telephone number of each 

person who, during the preceding thirty 

(30) calendar days, made an offer to 


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Federal Register / Vol. 83, No. 10 / Tuesday, January 16, 2018 / Notices 2213 

acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring, any interest in 

the Divestiture Assets, and shall 

describe in detail each contact with any 

such person during that period. Each 

such affidavit shall also include a 

description of the efforts TransDigm has 

taken to solicit buyers for the 

Divestiture Assets, and to provide 

required information to prospective 

Acquirers, including the limitations, if 

any, on such information. Assuming the 

information set forth in the affidavit is 

true and complete, any objection by the 

United States to information provided 

by TransDigm, including limitation on 

information, shall be made within 

fourteen (14) calendar days of receipt of 

such affidavit. 

B. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, TransDigm shall deliver to the 

United States an affidavit that describes 

in reasonable detail all actions 

TransDigm has taken and all steps 

TransDigm has implemented on an 

ongoing basis to comply with Section 

VIII of this Final Judgment. TransDigm 

shall deliver to the United States an 

affidavit describing any changes to the 

efforts and actions outlined in 

TransDigm’s earlier affidavits filed 

pursuant to this Section within fifteen 

(15) calendar days after the change is 

implemented. 

C. TransDigm shall keep all records of 

all efforts made to preserve and divest 

the Divestiture Assets until one year 

after such divestiture has been 

completed. 

XI. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment, or of any related orders such 

as any Hold Separate Stipulation and 

Order, or of determining whether the 

Final Judgment should be modified or 

vacated, and subject to any legallyrecognized privilege, from time to time 

authorized representatives of the United 

States Department of Justice, including 

consultants and other persons retained 

by the United States, shall, upon written 

request of an authorized representative 

of the Assistant Attorney General in 

charge of the Antitrust Division, and on 

reasonable notice to TransDigm, be 

permitted: 

(1) access during TransDigm’s office 

hours to inspect and copy, or at the 

option of the United States, to require 

TransDigm to provide hard copy or 

electronic copies of, all books, ledgers, 

accounts, records, data, and documents 

in the possession, custody, or control of 

TransDigm, relating to any matters 

contained in this Final Judgment; and 

(2) to interview, either informally or 

on the record, TransDigm’s officers, 

employees, or agents, who may have 

their individual counsel present, 

regarding such matters. The interviews 

shall be subject to the reasonable 

convenience of the interviewee and 

without restraint or interference by 

TransDigm. 

B. Upon the written request of an 

authorized representative of the 

Assistant Attorney General in charge of 

the Antitrust Division, TransDigm shall 

submit written reports or response to 

written interrogatories, under oath if 

requested, relating to any of the matters 

contained in this Final Judgment as may 

be requested. 

C. No information or documents 

obtained by the means provided in this 

Section shall be divulged by the United 

States to any person other than an 

authorized representative of the 

executive branch of the United States, 

except in the course of legal proceedings 

to which the United States is a party 

(including grand jury proceedings), or 

for the purpose of securing compliance 

with this Final Judgment, or as 

otherwise required by law. 

D. If at the time information or 

documents are furnished by TransDigm 

to the United States, TransDigm 

represents and identifies in writing the 

material in any such information or 

documents to which a claim of 

protection may be asserted under Rule 

26(c)(1)(G) of the Federal Rules of Civil 

Procedure, and TransDigm 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,’’ then the United States 

shall give TransDigm ten (10) calendar 

days notice prior to divulging such 

material in any legal proceeding (other 

than a grand jury proceeding). 

XII. Notification 

A. Unless such transaction is 

otherwise subject to the reporting and 

waiting period requirements of the HartScott-Rodino Antitrust Improvements 

Act of 1976, as amended, 15 U.S.C. 18a 

(the ‘‘HSR Act’’), TransDigm, without 

providing advance notification to the 

Antitrust Division, shall not directly or 

indirectly acquire any assets of or any 

interest, including any financial, 

security, loan, equity, or management 

interest, in any entity engaged in the 

development, manufacture, or sale of 

airplane restraint systems during the 

term of this Final Judgment. 

B. Such notification shall be provided 

to the Antitrust Division in the same 

format as, and per the instructions 

relating to, the Notification and Report 

Form set forth in the Appendix to Part 

803 of Title 16 of the Code of Federal 

Regulations as amended, except that the 

information requested in Items 5 

through 8 of the instructions must be 

provided only about airplane restraint 

systems. Notification shall be provided 

at least thirty (30) calendar days prior to 

acquiring any such interest, and shall 

include, beyond what may be required 

by the applicable instructions, the 

names of the principal representatives 

of the parties to the agreement who 

negotiated the agreement, and any 

management or strategic plans 

discussing the proposed transaction. If 

within the 30-day period after 

notification, representatives of the 

Antitrust Division make a written 

request for additional information, 

TransDigm shall not consummate the 

proposed transaction or agreement until 

thirty (30) calendar days after 

submitting all such additional 

information. Early termination of the 

waiting periods in this paragraph may 

be requested and, where appropriate, 

granted in the same manner as is 

applicable under the requirements and 

provisions of the HSR Act and rules 

promulgated thereunder. This Section 

shall be broadly construed and any 

ambiguity or uncertainty regarding the 

filing of notice under this Section shall 

be resolved in favor of filing notice. 

XIII. No Reacquisition 

TransDigm may not reacquire any part 

of the Divestiture Assets during the term 

of this Final Judgment. 

XIV. Retention of Jurisdiction 

This Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to this Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XV. Enforcement of Final Judgment 

A. The United States retains and 

reserves all rights to enforce the 

provisions of this Final Judgment, 

including its right to seek an order of 

contempt from this Court. TransDigm 

agrees 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 

this Final Judgment, the United States 

may establish a violation of the decree 

and the appropriateness of any remedy 

therefor by a preponderance of the 

evidence, and TransDigm waives any 


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argument that a different standard of 

proof should apply. 

B. In any enforcement proceeding in 

which the Court finds that TransDigm 

has violated this Final Judgment, the 

United States may apply to the Court for 

a one-time extension of this Final 

Judgment, together with such other 

relief as may be appropriate. TransDigm 

agrees to reimburse the United States for 

any attorneys’ fees, experts’ fees, and 

costs incurred in connection with any 

effort to enforce this Final Judgment. 

XVI. Expiration of Final Judgment 

Unless this Court grants an extension, 

this Final Judgment shall expire ten (10) 

years from the date of its entry, except 

that after five (5) years from the date of 

its entry, this Final Judgment may be 

terminated upon notice by the United 

States to the Court and TransDigm that 

the divestiture has been completed and 

that the continuation of the Final 

Judgment no longer is necessary or in 

the public interest. 

XVII. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16, including making copies 

available to the public of this Final 

Judgment, the Competitive Impact 

Statement, and any comments thereon 

and the United States’ responses to 

comments. Based upon the record 

before the Court, which includes the 

Competitive Impact Statement and any 

comments and response to comments 

filed with the Court, entry of this Final 

Judgment is in the public interest. 

Date: llllllllllllllll

Court approval subject to procedures 

of Antitrust Procedures and Penalties 

Act, 15 U.S.C. 16. 

lllllllllllllllllll

United States District Judge. 

APPENDIX A: Real Property 

(Owned and Leased) 

SCHROTH U.S. Leased Real Property 

Facility name Address Type of facility 

Pompano Beach ................................................. 1371 SW 8th Street, Pompano Beach, FL ...... Manufacturing Plant, Office, and Warehouse. 

SCHROTH Germany Leased Real 

Property 

Facility name Address Type of facility 

Headquarters ‘‘Im Ohl’’ ....................................... Im Ohl 14, 59757, Arnsberg, Germany ........... Manufacturing Plant and Office (Headquarters). 

Parking Area ‘‘Im Ohl’’ ........................................ Im Ohl 14, 59757, Arnsberg, Germany ........... Parking Area. 

SCHROTH Germany Owned Real 

Property 

Facility name Address Type of facility 

Warehouse ‘‘Im Ohl’’ .......................................... Im Ohl 14, 59757, Arnsberg, Germany; Land 

Register of Neheim-Husten of the local 

court of Arnsberg; Page 13024; Plot 5, Parcel 390.

Warehouse. 

Warehouse ‘‘Im Ohl’’ .......................................... Im Ohl 14, 59757, Arnsberg, Germany; Land 

Register of Neheim-Husten of the local 

court of Arnsberg; Page 9777; Plot 5, Parcel 88.

Warehouse. 

[FR Doc. 2018–00544 Filed 1–12–18; 8:45 am] 

BILLING CODE 4410–11–P 

DEPARTMENT OF JUSTICE 

Drug Enforcement Administration 

[Docket No. DEA–392] 

Importer of Controlled Substances 

Application: Janssen Pharmaceuticals, 

Inc. 

ACTION: Notice of application. 

DATES: Registered bulk manufacturers of 

the affected basic classes, and 

applicants therefore, may file written 

comments on or objections to the 

issuance of the proposed registration on 

or before February 15, 2018. Such 

persons may also file a written request 

for a hearing on the application 

pursuant on or before February 15, 

2018. 

ADDRESSES: Written comments should 

be sent to: Drug Enforcement 

Administration, Attention: DEA Federal 

Register Representative/DRW, 8701 

Morrissette Drive, Springfield, Virginia 

22152. All requests for hearing must be 

sent to: Drug Enforcement 

Administration, Attn: Administrator, 

8701 Morrissette Drive, Springfield, 

Virginia 22152. All requests for hearing 

should also be sent to: (1) Drug 

Enforcement Administration, Attn: 

Hearing Clerk/LJ, 8701 Morrissette 

Drive, Springfield, Virginia 22152; and 

(2) Drug Enforcement Administration, 

Attn: DEA Federal Register 

Representative/DRW, 8701 Morrissette 

Drive, Springfield, Virginia 22152. 

SUPPLEMENTARY INFORMATION: The 

Attorney General has delegated his 

authority under the Controlled 

Substances Act to the Administrator of 

the Drug Enforcement Administration 

(DEA), 28 CFR 0.100(b). Authority to 

exercise all necessary functions with 

respect to the promulgation and 

implementation of 21 CFR part 1301, 

incident to the registration of 

manufacturers, distributors, dispensers, 

importers, and exporters of controlled 

substances (other than final orders in 

connection with suspension, denial, or 

revocation of registration) has been 

redelegated to the Assistant 

Administrator of the DEA Diversion 

Control Division (‘‘Assistant 


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