52728 Federal Register / Vol. 82, No. 218 / Tuesday, November 14, 2017 / Notices 

commence an adjudicatory proceeding 

at the Commission to obtain 

enforcement of the rules through the 

filing of a complaint, which must be 

filed and responded to in accordance 

with the procedures specified in Section 

76.7, except to the extent such 

procedures are modified by Section 

76.1513. 

47 CFR 76.1513(b) provides that an 

open video system operator may not 

provide in its carriage contracts with 

programming providers that any dispute 

must be submitted to arbitration, 

mediation, or any other alternative 

method for dispute resolution prior to 

submission of a complaint to the 

Commission. 

47 CFR 76.1513(c) requires that any 

aggrieved party intending to file a 

complaint under this section must first 

notify the potential defendant open 

video system operator that it intends to 

file a complaint with the Commission 

based on actions alleged to violate one 

or more of the provisions contained in 

this part or in Section 653 of the 

Communications Act. The notice must 

be in writing and must be sufficiently 

detailed so that its recipient(s) can 

determine the specific nature of the 

potential complaint. The potential 

complainant must allow a minimum of 

ten (10) days for the potential 

defendant(s) to respond before filing a 

complaint with the Commission. 

47 CFR 76.1513(d) describes the 

contents of an open video system 

complaint. 

47 CFR 76.1513(e) addresses answers 

to open video system complaints. 

47 CFR 76.1513(f) states within 

twenty (20) days after service of an 

answer, the complainant may file and 

serve a reply which shall be responsive 

to matters contained in the answer and 

shall not contain new matters. 

47 CFR 76.1513(g) requires that any 

complaint filed pursuant to this 

subsection must be filed within one year 

of the date on which one of three events 

occurs. 

47 CFR 76.1513(h) states that upon 

completion of the adjudicatory 

proceeding, the Commission shall order 

appropriate remedies, including, if 

necessary, the requiring carriage, 

awarding damages to any person denied 

carriage, or any combination of such 

sanctions. Such order shall set forth a 

timetable for compliance, and shall 

become effective upon release. 

Federal Communications Commission. 

Katura Jackson, 

Federal Register Liaison Officer Office of the 

Secretary. 

[FR Doc. 2017–24632 Filed 11–13–17; 8:45 am] 

BILLING CODE 6712–01–P 

FEDERAL ELECTION COMMISSION 

Sunshine Act Meeting 

FEDERAL REGISTER CITATION NOTICE OF

PREVIOUS ANNOUNCEMENT: 82 FR 48810. 

PREVIOUSLY ANNOUNCED TIME AND DATE OF

THE MEETING: Tuesday, October 24, 2017 

at 11:15 a.m. and its Continuation at the 

Conclusion of the Open Meeting on 

October 26, 2017. 

CHANGES IN THE MEETING: This meeting 

was held on Tuesday, October 24 at 

10:30 a.m. and continued on Tuesday, 

November 7, 2017 at 10:00 a.m. 

* * * * * 

CONTACT FOR MORE INFORMATION: Judith 

Ingram, Press Officer, Telephone: (202) 

694–1220. 

Laura E. Sinram, 

Deputy Secretary of the Commission. 

[FR Doc. 2017–24680 Filed 11–9–17; 11:15 am] 

BILLING CODE 6715–01–P 

FEDERAL TRADE COMMISSION 

[File No. 171 0196] 

Red Ventures Holdco, LP and 

Bankrate, Inc.; Analysis To Aid Public 

Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair methods 

of competition. The attached Analysis to 

Aid Public Comment describes both the 

allegations in the complaint and the 

terms of the consent orders—embodied 

in the consent agreement—that would 

settle these allegations. 

DATES: Comments must be received on 

or before December 5, 2017. 

ADDRESSES: Interested parties may file a 

comment online or on paper, by 

following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Write: ‘‘In the Matter of Red 

Ventures Holdco, LP and Bankrate, Inc., 

File No. 1710196’’ on your comment, 

and file your comment online at https:// 

ftcpublic.commentworks.com/ftc/ 

redventuresholdcoconsent by following 

the instructions on the web-based form. 

If you prefer to file your comment on 

paper, write ‘‘In the Matter of Red 

Ventures Holdco, LP and Bankrate, Inc., 

File No. 1710196’’ on your comment 

and on the envelope, and mail your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, 600 Pennsylvania Avenue 

NW., Suite CC–5610 (Annex D), 

Washington, DC 20580, or deliver your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, Constitution Center, 400 7th 

Street SW., 5th Floor, Suite 5610 

(Annex D), Washington, DC 20024. 

FOR FURTHER INFORMATION CONTACT: 

Joseph A. Lipinsky, Northwest Region, 

(206–220–4473), 915 Second Ave., 

Room 2896, Seattle, WA 98174. 

SUPPLEMENTARY INFORMATION: Pursuant 

to Section 6(f) of the Federal Trade 

Commission Act, 15 U.S.C. 46(f), and 

FTC Rule 2.34, 16 CFR 2.34, notice is 

hereby given that the above-captioned 

consent agreement containing a consent 

order to cease and desist, having been 

filed with and accepted, subject to final 

approval, by the Commission, has been 

placed on the public record for a period 

of thirty (30) days. The following 

Analysis to Aid Public Comment 

describes the terms of the consent 

agreement, and the allegations in the 

complaint. An electronic copy of the 

full text of the consent agreement 

package can be obtained from the FTC 

Home Page (for November 3, 2017), on 

the World Wide Web, at https://

www.ftc.gov/news-events/commissionactions. 

You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before December 5, 2017. Write ‘‘In the 

Matter of Red Ventures Holdco, LP and 

Bankrate, Inc., File No. 1710196’’ on 

your comment. Your comment— 

including your name and your state— 

will be placed on the public record of 

this proceeding, including, to the extent 

practicable, on the public Commission 

Web site, at https://www.ftc.gov/policy/ 

public-comments. 

Postal mail addressed to the 

Commission is subject to delay due to 

heightened security screening. As a 

result, we encourage you to submit your 

comments online. To make sure that the 

Commission considers your online 

comment, you must file it at https://

ftcpublic.commentworks.com/ftc/ 

redventuresholdcoconsent by following 

the instructions on the web-based form. 

If this Notice appears at http://

www.regulations.gov/#!home, you also 

may file a comment through that Web 

site. 

If you prefer to file your comment on 

paper, write ‘‘In the Matter of Red 

Ventures Holdco, LP and Bankrate, Inc., 

File No. 1710196’’ on your comment 

and on the envelope, and mail your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, 600 Pennsylvania Avenue 

NW., Suite CC–5610 (Annex D), 

Washington, DC 20580, or deliver your 


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Federal Register / Vol. 82, No. 218 / Tuesday, November 14, 2017 / Notices 52729 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, Constitution Center, 400 7th 

Street SW., 5th Floor, Suite 5610 

(Annex D), Washington, DC 20024. If 

possible, submit your paper comment to 

the Commission by courier or overnight 

service. 

Because your comment will be placed 

on the publicly accessible FTC Web site 

at https://www.ftc.gov, you are solely 

responsible for making sure that your 

comment does not include any sensitive 

or confidential information. In 

particular, your comment should not 

include any sensitive personal 

information, such as your or anyone 

else’s Social Security number; date of 

birth; driver’s license number or other 

state identification number, or foreign 

country equivalent; passport number; 

financial account number; or credit or 

debit card number. You are also solely 

responsible for making sure that your 

comment does not include any sensitive 

health information, such as medical 

records or other individually 

identifiable health information. In 

addition, your comment should not 

include any ‘‘trade secret or any 

commercial or financial information 

which . . . is privileged or 

confidential’’—as provided by Section 

6(f) of the FTC Act, 15 U.S.C. 46(f), and 

FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)— 

including in particular competitively 

sensitive information such as costs, 

sales statistics, inventories, formulas, 

patterns, devices, manufacturing 

processes, or customer names. 

Comments containing material for 

which confidential treatment is 

requested must be filed in paper form, 

must be clearly labeled ‘‘Confidential,’’ 

and must comply with FTC Rule 4.9(c). 

In particular, the written request for 

confidential treatment that accompanies 

the comment must include the factual 

and legal basis for the request, and must 

identify the specific portions of the 

comment to be withheld from the public 

record. See FTC Rule 4.9(c). Your 

comment will be kept confidential only 

if the General Counsel grants your 

request in accordance with the law and 

the public interest. Once your comment 

has been posted on the public FTC Web 

site—as legally required by FTC Rule 

4.9(b)—we cannot redact or remove 

your comment from the FTC Web site, 

unless you submit a confidentiality 

request that meets the requirements for 

such treatment under FTC Rule 4.9(c), 

and the General Counsel grants that 

request. 

Visit the FTC Web site at http://

www.ftc.gov to read this Notice and the 

news release describing it. The FTC Act 

and other laws that the Commission 

administers permit the collection of 

public comments to consider and use in 

this proceeding, as appropriate. The 

Commission will consider all timely 

and responsive public comments that it 

receives on or before December 5, 2017. 

For information on the Commission’s 

privacy policy, including routine uses 

permitted by the Privacy Act, see 

https://www.ftc.gov/site-information/ 

privacy-policy. 

Analysis of Agreement Containing 

Consent Orders To Aid Public Comment 

I. Introduction 

The Federal Trade Commission 

(‘‘Commission’’) has accepted, subject to 

final approval, an Agreement 

Containing Consent Order (‘‘Consent 

Agreement’’) with Red Ventures Holdco, 

LP (‘‘Red Ventures’’) and Bankrate, Inc. 

(‘‘Bankrate’’). The Consent Agreement is 

intended to remedy the anticompetitive 

effects that likely would result from Red 

Ventures’ proposed acquisition of 

Bankrate (the ‘‘Transaction’’). Under the 

Consent Agreement, Red Ventures will 

divest Caring.com, a subsidiary of 

Bankrate. 

The Transaction, if consummated, 

would result in the likely lessening of 

competition between the two leading 

providers of third-party paid referral 

services for senior living facilities. 

Senior living facility operators use a 

variety of methods to find residents, 

including in-house marketing efforts, 

unpaid referrals from doctors or other 

professionals working with the elderly, 

and third-party paid referral services. 

The evidence shows that third-party 

paid referral services for senior living 

facilities represents a relevant product 

market, and that A Place for Mom 

(‘‘APFM’’) and Caring.com are the two 

largest third-party paid referral services 

for senior living facilities and each 

other’s closest competitors. General 

Atlantic, LLC (‘‘General Atlantic’’) and 

Silver Lake Partners, LP (‘‘Silver Lake’’) 

jointly own all of APFM, own 

approximately 34 percent of Red 

Ventures, and have significant control 

over certain Red Ventures decisions. 

The Proposed Order preserves 

competition between APFM and 

Caring.com by accepting a Consent 

Agreement under which Red Ventures 

will divest Caring.com. 

II. The Parties 

A. Red Ventures 

Red Ventures is a marketing company 

providing proprietary internet content 

and customer leads in a variety of 

industries. Two of its largest 

shareholders are private equity firms 

General Atlantic and Silver Lake 

Partners. They control two of the seven 

positions on the board of Red Ventures 

GP, LLC, the entity that manages Red 

Ventures, and they have approval rights 

for two other positions. They also must 

approve significant capital expenditures 

by Red Ventures. General Atlantic and 

Silver Lake jointly own APFM, which is 

the largest third-party paid referral 

service company for senior living 

facilities. 

B. Bankrate 

Bankrate is a marketing company 

providing proprietary internet content 

and customer leads for providers in a 

variety of industries. In connection with 

the market for providing leads for senior 

living facilities, Bankrate owns and 

operates Caring.com, the second largest 

third-party referral service company for 

senior living facilities after APFM. 

III. The Proposed Transaction 

Pursuant to an agreement executed on 

July 2, 2017, Red Ventures agreed to 

acquire 100 percent of Bankrate. 

IV. The Relevant Market 

The Commission’s Complaint alleges 

that the relevant product market within 

which to analyze the Transaction is 

third-party paid referral services for 

senior living facility operators. 

Senior living facilities provide a range 

of specialized long-term residential 

living options tailored to the needs of 

senior consumers. Referral services 

companies generate and collect 

customer leads for senior living 

facilities. While many small referral 

services companies generate leads 

through marketing and networking 

efforts similar to those used by real 

estate agents, APFM and Caring.com use 

the Internet to generate and collect 

leads. They attract these leads to their 

Web sites through both paid search 

advertising and search engine 

optimization, which includes, among 

other things, creating compelling free 

content to help the Web sites appear 

higher in search engine result pages. 

Once the referral services companies 

qualify the leads, they provide the 

customer leads to the senior living 

facilities operators. The senior living 

facilities’ sales staff then contacts the 

leads and seeks to consummate sales. 

When a consumer moves into a senior 

living facility, the senior living facility 

operator pays the referral services 

company a referral fee, typically based 

on a percentage of the first month’s rent 

and care. 

The Commission’s Complaint alleges 

that the relevant geographic market in 

which to analyze the effects of the 

Merger is the United States. Although 


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52730 Federal Register / Vol. 82, No. 218 / Tuesday, November 14, 2017 / Notices 

each senior’s search for a senior living 

facility is highly localized, APFM and 

Caring.com operate, compete and 

contract with senior living facility 

operators on a national basis. 

V. Market Structure 

The Commission’s Complaint alleges 

that Caring.com is APFM’s closest 

competitor, they are the two largest 

third-party paid referral services 

companies for seniors, and they have 

similar business models. APFM and 

Caring.com are internet-based referral 

services providers that compete to 

attract consumers via Web sites with 

national reach, and they enter into 

contracts with senior living facility 

operators both locally and nationally. 

Other than APFM and Caring.com, there 

is a fringe of small regional and local 

companies that act as third-party paid 

referral services companies. 

VI. Effects of the Transaction 

The Commission’s Complaint alleges 

that the Transaction, if consummated, 

may substantially lessen present and 

future competition between APFM and 

Caring.com by increasing the likelihood 

that Red Ventures would unilaterally 

exercise market power and increasing 

the likelihood of coordinated interaction 

between APFM and Caring.com. 

General Atlantic and Silver Lake have 

the ability to influence or control the 

management of Caring.com. They are 

both active investors with board 

representation on, and other substantial 

rights over, Red Ventures. General 

Atlantic and Silver Lake’s ownership of 

APFM may create incentives for them to 

exercise influence or control over Red 

Ventures in a manner that could 

substantially reduce competition 

between APFM and Caring.com. 

VII. Entry Conditions 

Entry into the relevant market would 

not be timely, likely, or sufficient to 

deter or counteract the anticompetitive 

effects of the Transaction. The primary 

barrier to entry is the network and scale 

needed to acquire and convert qualified 

leads into actual move-ins at senior 

living facilities. This requires the ability 

not only to compete effectively in search 

engine optimization and marketing, but 

also to establish contracts with 

hundreds of senior living facilities 

nationwide, and have the necessary 

infrastructure, including experienced 

senior advisors, to convert leads into 

paying referrals. 

VIII. The Agreement Containing 

Consent Order 

The Proposed Order resolves the 

anticompetitive concerns raised by the 

Transaction by eliminating the only 

overlap between Red Ventures/Bankrate 

and APFM. The Proposed Order restores 

current and potential competition by 

accepting a divestiture of the 

Caring.com business. Caring.com was 

independent before it was acquired by 

Bankrate.com in 2014, and it continues 

to operate semi-autonomously. The 

Proposed Order gives the Commission 

the right to approve a buyer, and 

prevents General Atlantic and Silver 

Lake from being involved in the 

divestiture process. 

The Proposed Order allows the 

Commission to appoint a monitor to 

ensure compliance with the terms of the 

Proposed Order, including the provision 

of transition services to an acquirer and 

firewalls related to Caring.com’s 

confidential business information. The 

Proposed Order also prevents Red 

Ventures from possessing or seeking any 

confidential business information from 

APFM or providing any services to 

APFM for six months after the 

divestiture of Caring.com. The 

Commission may appoint a trustee if 

Red Ventures has not divested 

Caring.com and its related assets within 

the prescribed time-period. 

The Commission does not intend this 

analysis to constitute an official 

interpretation of the proposed Order or 

to modify its terms in any way. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. 2017–24588 Filed 11–13–17; 8:45 am] 

BILLING CODE 6750–01–P 

FEDERAL TRADE COMMISSION 

Granting of Requests for Early 

Termination of the Waiting Period 

Under the Premerger Notification 

Rules 

Section 7A of the Clayton Act, 15 

U.S.C. 18a, as added by Title II of the 

Hart-Scott-Rodino Antitrust 

Improvements Act of 1976, requires 

persons contemplating certain mergers 

or acquisitions to give the Federal Trade 

Commission and the Assistant Attorney 

General advance notice and to wait 

designated periods before 

consummation of such plans. Section 

7A(b)(2) of the Act permits the agencies, 

in individual cases, to terminate this 

waiting period prior to its expiration 

and requires that notice of this action be 

published in the Federal Register. 

The following transactions were 

granted early termination—on the dates 

indicated—of the waiting period 

provided by law and the premerger 

notification rules. The listing for each 

transaction includes the transaction 

number and the parties to the 

transaction. The grants were made by 

the Federal Trade Commission and the 

Assistant Attorney General for the 

Antitrust Division of the Department of 

Justice. Neither agency intends to take 

any action with respect to these 

proposed acquisitions during the 

applicable waiting period. 

EARLY TERMINATIONS GRANTED

[September 1, 2017 thru September 30, 2017] 

09/01/2017 

20171512 .................... G Legrand S.A.; Server Technology Inc.; Legrand S.A. 

09/05/2017 

20171785 .................... G Mitsubishi Chemical Holdings Corporation; NeuroDerm, Ltd.; Mitsubishi Chemical Holdings Corporation. 

20171811 .................... G K3 Private Investors, L.P.; SecureAuth Corporation; K3 Private Investors, L.P. 

20171826 .................... G Cargill, Incorporated; Southern States Cooperative, Incorporated; Cargill, Incorporated. 

20171827 .................... G The Resolute Fund III, L.P.; Roadrunner Transportation Systems, Inc.; The Resolute Fund III, L.P.

20171836 .................... G Sonic Financial Corporation; Steve Hall; Sonic Financial Corporation. 

20171841 .................... G Lindsay Goldberg IV L.P.; WCF Holdings I, LLC; Lindsay Goldberg IV L.P. 

20171842 .................... G Heritage Insurance Holdings, Inc.; NBIC Holdings, Inc.; Heritage Insurance Holdings, Inc. 

20171847 .................... G Centerbridge Capital Partners III, L.P.; Highmark Health; Centerbridge Capital Partners III, L.P.

20171850 .................... G The Danny Umansky Revocable Living Trust; Kenneth E. Brown; The Danny Umansky Revocable Living Trust. 

20171851 .................... G The Danny Umansky Revocable Living Trust; William E. Schuiling; The Danny Umansky Revocable Living Trust. 


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