## Facts

- Former shareholders of several large public companies sued major private-equity firms under Sherman Act § 1, alleging anticompetitive coordination in “megacap” leveraged buyouts (LBOs).
- Plaintiffs alleged defendants commonly formed bidding consortia, avoided bidding against one another, and discouraged rivals from “jumping” announced deals, which purportedly suppressed acquisition prices and harmed selling shareholders.
- Plaintiffs relied primarily on circumstantial evidence, including emails and internal communications, to infer agreements to “stand down” and to invite rivals into consortia in exchange for later non-competition.
- The operative pleading alleged both (a) an overarching, multi-deal conspiracy among many firms and (b) transaction-specific conspiracies, including a claim tied to the 2006 HCA LBO.
- Defendants moved for summary judgment; the court later addressed reconsideration focused on the HCA-related ruling.

## Issues

1. Whether the evidence could support a reasonable inference of a single overarching horizontal agreement among multiple private-equity firms across numerous megacap LBOs in violation of Sherman Act § 1.
2. Whether the evidence regarding the HCA LBO created a triable issue that certain firms agreed to refrain from competing (i.e., not to “jump” the deal), constituting unlawful bid-rigging or price suppression under § 1.
3. How circumstantial evidence should be assessed at summary judgment in a § 1 conspiracy case, including the requirement that evidence tend to exclude independent, lawful conduct.

## Decision

- Summary judgment was granted against plaintiffs on the theory of a single, overarching industrywide conspiracy spanning all defendants and challenged deals.
- Summary judgment was denied as to the transaction-specific HCA claim against Goldman Sachs, Carlyle, TPG, and Blackstone, because the record supported a genuine dispute over whether they agreed with the winning consortium not to compete for HCA.
- On reconsideration, the court largely denied the HCA defendants’ motion and reaffirmed that the HCA evidence could support a finding of at least two “no-jump” agreements during 2006.

## Legal Principles

- A Sherman Act § 1 plaintiff opposing summary judgment must present evidence that tends to exclude the possibility that defendants acted independently; conscious parallelism alone is insufficient.
- Conduct consistent with rational, lawful business strategy—such as forming consortia in capital-intensive transactions—may not support an inference of a single overarching conspiracy absent specific evidence tying defendants into a unified, continuing agreement.
- Deal-specific communications and conduct can support a triable § 1 agreement even when broader, marketwide conspiracy proof fails, where the evidence permits a reasonable inference of coordinated non-competition affecting price.
- At summary judgment, courts assess whether circumstantial evidence reasonably supports an inference of agreement rather than equally plausible independent action, viewing disputed facts in the nonmovant’s favor.

## Conclusion

The court pared back the case by rejecting an alleged multi-deal private-equity “megaconspiracy” as inadequately supported at summary judgment, but it allowed the HCA LBO claim to proceed because the record contained transaction-focused evidence from which a jury could infer an agreement to refrain from competing.


Dahl v. Bain Cap. Partners, LLC, 937 F. Supp. 2d 119 (D. Mass. 2013)