Verisk Analytics, Inc. and Lenny Merger Sub, Inc. v. ExactLogix, Inc. d/b/a AccuLynx.com, and Richard Spanton, Jr.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE VERISK ANALYTICS, INC. and ) LENNY MERGER SUB, INC., ) ) Plaintiffs/Counterclaim- ) Defendants, ) v. ) C.A. No. 2026-0023-BWD ) EXACTLOGIX, INC., d/b/a ) ACCULYNX.COM, a Delaware ) corporation, and RICHARD SPANTON, ) JR., in his capacity as seller ) representative, ) Defendants/Counterclaim- ) Plaintiffs. ) POST-TRIAL MEMORANDUM OPINION Date Submitted: August 3, 2026 Date Decided: August 7, 2026 Michael A. Barlow & Judrick K. Fletcher, QUINN EMANUEL URQUHART & SULLIVAN, LLP, Wilmington, DE; OF COUNSEL: Dana M. Seshens, Brian M. Burnovski, James I. McClammy, Craig J. Bergman, Eric M. Kim, Rahul Krishnan, DAVIS POLK & WARDWELL LLP, New York, NY; Sascha Rand, K. McKenzie Anderson, Jonathan Feder, Morgan L. Anastasio; QUINN EMANUEL URQUHART & SULLIVAN, LLP, New York, NY; Attorneys for Plaintiffs/Counterclaim-Defendants Verisk Analytics, Inc. and Lenny Merger Sub, Inc. William M. Lafferty, Kevin M. Coen, Benjamin S. Rothstein, Elaine M. McCabe, MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, DE; OF COUNSEL: Richard Marooney, Alvin Lee, Gary Adamson, Kenneth Fowler, Eric Hirsch, Briana Merritt, KING & SPALDING LLP, New York, NY; Lauren Myers & Germaine Habell, KING & SPALDING LLP, Los Angeles, CA; Attorneys for Defendants/Counterclaim-Plaintiffs ExactLogix, Inc., d/b/a AccuLynx.com and Richard Spanton, Jr. DAVID, V.C.  This expedited post-trial decision resolves claims arising from Verisk Analytics, Inc.’s (“Verisk”) decision to terminate a merger agreement to acquire AccuLynx.com, a cloud-based roofing business platform, for $2.35 billion in cash. The merger is subject to Federal Trade Commission (“FTC”) approval under the Hart-Scott-Rodino Act (“HSR Act”). The merger agreement permits termination if the merger has not closed by the outside termination date, subject to exceptions that form the basis for the parties’ arguments here. AccuLynx and Verisk believed when they signed the merger agreement that the merger presented only minimal antitrust risk, as the companies did not compete horizontally or have a vertical supplier-customer relationship. Verisk’s business includes “integrating” software with customers to support insurance claims estimation, but Verisk had integration agreements with only a small number of AccuLynx competitors. Prior to the merger, Verisk was engaged in discussions with one such AccuLynx competitor, ServiceTitan, Inc., about developing an “enhanced” integration that would offer better pricing features than Verisk’s standard integration. When Verisk agreed to the merger, it decided to end those discussions and negotiate a standard integration with ServiceTitan instead. Six days after the merger was announced, Verisk emailed ServiceTitan and told it that Verisk was 1 terminating discussions about the enhanced integration due to its merger with AccuLynx. Soon after the FTC opened its preliminary investigation into the merger, ServiceTitan told the FTC about Verisk’s decision to abandon the enhanced integration. That unusual decision prompted the FTC to develop a novel “market reset” theory of competitive harm centered on Verisk’s plans to integrate with AccuLynx competitors. Simply put, the FTC posited that after the merger, Verisk might develop a new, more sophisticated pricing integration for AccuLynx that it would not offer to AccuLynx’s competitors, thereby foreclosing AccuLynx competitors from effectively competing in the market for roofer business management software. Over the following weeks, the FTC repeatedly asked Verisk in different ways whether it had ever terminated integration discussions with an AccuLynx competitor or rejected a request for an enhanced integration. Verisk did not realize that the FTC was specifically referring to ServiceTitan and repeatedly told the FTC that the answer was “no” when the FTC knew from ServiceTitan that the answer was “yes.” Verisk’s outside counsel eventually learned of Verisk’s discussions with ServiceTitan and disclosed them to the FTC. Thereafter, the FTC issued a “second request” focused on Verisk’s integrations. Verisk undertook an extensive document search under a quick look 2 agreement in an effort to obviate the second request, but the FTC ultimately decided that it would require full compliance with the second request. Days after the FTC made that decision, Verisk purported to terminate the merger agreement on the extended termination date. This decision concludes that Verisk’s purported termination was invalid under the terms of the merger agreement, which forecloses termination if a terminating party is in material breach of the merger agreement or if its failure to comply with its covenants or “other willful conduct” has been the “primary cause” of the failure to satisfy a closing condition. AccuLynx argues, successfully, that Verisk’s “willful conduct” was the primary cause of the second request, which prevented the HSR waiting period from expiring before the termination date. Because this decision concludes that Verisk’s termination was invalid on that basis, it does not reach AccuLynx’s alternative arguments that Verisk materially breached its obligations to use commercially reasonable efforts to take all actions to consummate the merger and to obtain an early termination of the HSR waiting period, or that such breach was the primary cause of the failure of a closing condition. The Court thus finds that Verisk was not entitled to terminate and that AccuLynx is entitled to an order of specific performance requiring Verisk to perform under the merger agreement, including by using commercially reasonable efforts to 3 obtain clearance required under the HSR Act and to close the merger if the FTC approves the transaction. I. BACKGROUND The following facts are as the Court finds them following a four-day trial held June 23 through June 26, 2026.1 A. The Parties Verisk is a Delaware corporation that provides software and data analytics products to participants in the global insurance industry.2 Verisk’s suite of claims estimation tools and software is called “Xactware,” which includes the “Xactimate” and “XactAnalysis” software products.3 Xactimate is used by insurance adjusters and contractors to estimate property damage after events like fires or storms, and XactAnalysis is used for claims analytics, performance benchmarking, and claims workflow management.4 1 The Pre-Trial Stipulation and Order is cited as “PTO ¶ __”. Dkt. 222. Trial testimony is cited as “Tr. (Witness) at __”. Dkts. 237–40. Joint exhibits are cited as “JX __” unless otherwise defined. See Dkt. 242. 2 PTO ¶ 6. 3 Id. 4 Id. 4  ExactLogix, Inc., d/b/a AccuLynx.com (“AccuLynx”) operates a cloud-based roofing business management platform that assists roofing contractors in making sales and overseeing customer relationship management (“CRM”).5 B. Verisk Explores An Enhanced Integration With ServiceTitan. Verisk offers third parties the opportunity to “integrate” their software with the Xactware suite to support the claims estimation process.6 Historically, Verisk has offered the same “standard” integration to all third parties.7 In late 2024, however, ServiceTitan, an AccuLynx competitor, asked Verisk to develop “a deeper, more bespoke integration” that would be more robust than the integrations Verisk was offering to other parties.8 Verisk and ServiceTitan began to explore a pricing integration that would grant ServiceTitan contractors access to Verisk’s real-time pricing data when pricing out insurance estimates (an “Enhanced Integration”).9 At Verisk, the team responsible for this project included Verisk’s Vice President of Product for Property Estimating Solutions, Jason Love; Love’s direct supervisor and Verisk’s Chief Product Officer for Property Estimating Solutions, David Obert; and 5 Id. ¶ 8; JX 222 at 3. 6 JX 325 at 7–8. 7 Tr. (Love) at 254:7–17. 8 Id. (Huang) at 477:2–16; see id. (Love) at 243:22–253:9 (“There was a lot of risk with this integration. We speculated that it could cannibalize our Xactimate license revenues. So we wanted to proceed cautiously with a proof of concept.”). 9 Tr. (Love) at 250:21–251:21, 254:18–21. 5 Obert’s direct supervisor and Verisk’s President of Property and Restoration Solutions, Aaron Brunko.10 As discussions progressed, Verisk and ServiceTitan did not align on the proposed scope of or pricing for the Enhanced Integration.11 In May 2025, Verisk proposed that ServiceTitan users would pay approximately $20 per contractor estimate to access Verisk’s pricing data and that its pricing data would be accessible to contractors using ServiceTitan’s software.12 In June, ServiceTitan offered $4 per estimate and counter-proposed that contractors would access the data with an Xactimate license.13 In other words, “both the price and the requirement that the contractor ha[ve] an Xactimate license weren’t aligned with [Verisk’s] initial objectives.”14 By mid-2025, Verisk and ServiceTitan still had not reached agreement on the terms of an Enhanced Integration.15 10 PTO ¶¶ 15–17; Tr. (Brunko) at 164:6–8, 168:6–22. 11 Tr. (Love) at 256:6–13, 286:5–8. 12 Id. at 285:22–286:1; JX 70 at 8. 13 Tr. (Love) at 286:2–4; JX 70 at 8. 14 Tr. (Love) at 256:21–24. 15 See JX 70 at 9. 6  In early July, ServiceTitan asked Love if rumors that Verisk was acquiring AccuLynx were the reason the Enhanced Integration was “going slow.”16 Love shared ServiceTitan’s concerns with Obert, who passed them along to Brunko.17 Two weeks later, ServiceTitan asked again about reports of a Verisk-AccuLynx merger.18 ServiceTitan explained that, “[g]iven the news of Accu[L]ynx[,] [ServiceTitan] want[ed] to ensure [Verisk] [was] not changing direction, and [an] onsite visit [then scheduled for August] w[ould] not be a waste of their time.”19 Love again shared ServiceTitan’s comments with Obert, who asked Brunko “whether we should continue[,]” noting he “s[aw] the merit to both sides” and needed “guidance.”20 Brunko raised Obert’s question with Verisk’s Head of Corporate Development and Strategy, Yang Chen, and its Chief Business Officer for Claims 16 JX 983 at 1 (“Service Titan called today to ask me if their integration project with us was deliberately going slow because of an effort to acquire AccuLynx.”); Tr. (Love) at 257:1– 258:13. 17 JX 983 at 1. 18 JX 200 at 2 (“It sounds like the word on the street is the AccuLynx acquisition is [a] done deal. Dan Long is starting to get internal pushback on the investment they have planned this year for the Xactimate pricing integration if Verisk is going to pull the rug out from underneath them and not move forward with the project.”); Tr. (Love) at 259:4–260:5. 19 JX 200 at 2. 20 Id. 7 Solutions, Helena Cornell.21 Chen suggested that Verisk “wait to get back to” ServiceTitan until after the merger announcement: Can we wait to get back to them until after we announce [the merger with AccuLynx] (they seem to imply they know, but it would be easier if it’s definitely out in the open)? Then I would take a little time to compare what [AccuLynx] has vs[.] what [ServiceTitan] has, and think about different levels of integration (just pricing? Is there workflow integration as well?) . . . .22 Brunko agreed that Verisk would “pause on the new methods and capabilities and offer the baseline ecosystem play we offer to everyone. There may be reserved capability that we’ve already identified in the IC synergy case that is for [AccuLynx] only.”23 C. Verisk And AccuLynx Enter Into The Merger Agreement. On July 29, Verisk, Verisk’s wholly owned subsidiary, Lenny Merger Sub, Inc. (“Lenny Sub”), AccuLynx, and Richard Spanton, Jr.,24 as “Seller Representative,” entered into a merger agreement (the “Merger Agreement”) under which Verisk would acquire AccuLynx through Lenny Sub for $2.35 billion in cash 21 JX 205 at 1–2; PTO ¶¶ 13–14. 22 JX 205 at 1. 23 Id. 24 Spanton is AccuLynx’s founder, majority owner, and chairman of its board of directors. PTO ¶ 9. 8 (the “Merger”).25 The deal was publicly announced on July 30.26 Verisk closed on debt financing in August.27 D. Verisk Tells ServiceTitan It Is Terminating Discussions On An Enhanced Integration Due To The Merger. Six days after the Merger was announced, on August 5, Love sent ServiceTitan an email (the “August 5 Termination Email”) explaining: Now that the [AccuLynx] acquisition has been announced publicly, more information has been coming to [another colleague] and me. Considering this new information, we will not be able to continue down the path of placing Xactimate’s pricing data directly into [ServiceTitan’s] estimating solution.28 The August 5 Termination Email offered instead to move forward with a standard integration “with ServiceTitan using the workflows that are currently available to other Roofer and Contractor job management solutions.”29 Verisk and ServiceTitan publicly announced a standard integration on September 17.30 25 Id. ¶ 36; JX 212 [hereinafter Agt.] §§ 2.1(a)–(b). 26 PTO ¶ 36; JX 237. 27 Tr. (Mann) at 463:7–464:11; JX 291. 28 JX 246 at 2. 29 Id. 30 JX 362. 9  E. The Terms Of The Merger Agreement The Merger Agreement includes several provisions central to the current dispute. In Section 6.1(a), Verisk covenanted to use commercially reasonable efforts to take all actions necessary to consummate the Merger: General. [Verisk] shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the Transactions.31 Without limiting the generality of the foregoing, [Verisk] shall make all required filings with Governmental Entities, and use commercially reasonable efforts to obtain any Third Party consents required to consummate the Transactions. [Verisk] agrees to use commercially reasonable efforts to cooperate with [AccuLynx] in connection with the foregoing.32 The parties anticipated that the Merger would be subject to FTC approval under the HSR Act. In Section 6.1(b), Verisk covenanted to make filings required under the HSR Act, use commercially reasonable efforts to obtain an early termination of any applicable waiting period under the HSR Act, comply at the earliest reasonably practicable date with any request under the HSR Act, and use commercially reasonable efforts to promptly obtain any clearance required under the HSR Act: 31 The Merger Agreement defines the “Transactions” to mean “this [Merger] Agreement . . . and the transactions contemplated hereby and thereby (including the Merger).” Agt. at 1. 32 Id. § 6.1(a) (emphasis added). 10  Antitrust Laws. [Verisk] shall (i) make any filings required of it or any of its Affiliates under the HSR Act and other antitrust Laws applicable to the Transactions by the HSR Filing Date (subject to extension in the event of a Government Closure as provided in Section 5.4(b)); (ii) use commercially reasonable efforts to obtain an early termination of any applicable waiting period thereunder and will promptly make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith; (iii) comply at the earliest reasonably practicable date with any request under the HSR Act or other antitrust Laws for additional information, documents or other materials received by it or any of its Affiliates from the FTC or any other Governmental Entity in respect of such filings or such transactions . . . . [Verisk] shall use its (A) commercially reasonable efforts to furnish to [AccuLynx] all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions and (B) commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any other antitrust Laws for the consummation of the Transactions . . . .33 In Sections 8.1(a) and 8.2(a), the parties agreed that the Merger would be subject to certain closing conditions, including that “[a]ny waiting period applicable to the Transactions under the HSR Act shall have expired or been terminated.”34 Section 9.1 governs termination of the Merger Agreement. The parties agreed on a timeline of four to five months to close the Merger, consistent with their expectation at the time of signing that the Merger would not attract antitrust 33 Id. § 6.1(b) (emphasis added). AccuLynx similarly covenanted to use commercially reasonable efforts toward closing in Section 5.4 of the Merger Agreement. Id. § 5.4. 34 Id. §§ 8.1(a), 8.2(a). 11 scrutiny.35 The Merger Agreement set an initial outside closing date (the “Termination Date”) of November 26, with an option for either party to extend the Termination Date one time, to December 26.36 Although the Merger Agreement does not automatically terminate, either party may terminate after the Termination Date. However, Section 9.1 further provides that Verisk may not terminate the Merger Agreement if Verisk’s “knowing and willful breach of this Agreement has prevented the satisfaction of the conditions to the consummation of the Transactions”: Termination. This Agreement may be terminated at any time prior to the commencement of the Closing: . . . (f) by [Verisk], if the Transactions have not been consummated on or before November 26, 2025 (the “Termination Date”); provided that [Verisk] shall not be entitled to terminate this Agreement pursuant to this Section 9.1(f) if a Buyer Party’s knowing and willful breach37 of this Agreement has prevented the satisfaction of the conditions to the consummation of the Transactions set forth in Section 8.2 . . . .38 35 Tr. (Asker) at 13:11–14:12 (“So all of these facts, all of these conclusions were encouraging that there would not be significant antitrust issues arising from the deal.”); see id. at 16:1–6 (“My understanding is that AccuLynx had proposed a 90-day outside date. Verisk had come back with a six-month outside date proposal. In the course of negotiating that term and many others, the parties agreed to this four-months plus one-month term which is reflected in the final agreement.”). 36 Agt. § 9.1(f). 37 The Merger Agreement defines “Willful Breach” to mean “an intentional and willful material breach, or failure to perform any covenant or obligation, of this Agreement that is a consequence of an act or omission knowingly undertaken or omitted by the breaching party hereto with the intent of causing a breach of this Agreement[.]” Id. § 9.2. 38 Id. § 9.1(f). 12 The final sentence of Section 9.1 further provides that neither party may terminate in two additional circumstances: Notwithstanding anything else contained in this Agreement, the right to terminate this Agreement under Section 9.1 shall not be available to a party (a) if such party is then in material breach of its obligations hereunder or (b) if such party’s failure to fulfill its obligations or to comply with its covenants under this Agreement, or other willful conduct, has been the primary cause of, or primarily resulted in, the failure to satisfy any condition to the obligations of the Parties hereunder.39 F. The Parties Submit HSR Filings To The FTC. On August 19, Verisk and AccuLynx submitted initial Merger filings with the FTC as mandated by the HSR Act, triggering a 30-day waiting period before the Merger could close.40 On August 26, Ashley Masters, a staff attorney with the FTC, informed the parties that the FTC had opened a preliminary investigation into the Merger.41 Two days later, the FTC sent Verisk an initial set of questions concerning Verisk’s position in the claims software market and AccuLynx’s products.42 With the understanding that the FTC had just 30 days to decide whether to issue a “second 39 Id. § 9.1 (emphasis added). 40 PTO ¶ 48. Around this time, postings appeared on the internet criticizing the Merger as anticompetitive. See, e.g., JX 251; JX 263. 41 PTO ¶ 49; Tr. (Asker) at 18:18–19:1; id. (Antoine) at 632:21–633:3. 42 Tr. (Asker) at 20:5–20; JX 296–297. 13 request”—a formal, in-depth demand for additional information that could take many months to complete43—the parties provided a joint response to the FTC within a few days, on September 1.44 G. The FTC Speaks With AccuLynx Competitors, Including ServiceTitan, Prompting A “Market Reset” Theory Of Competitive Harm. As the FTC communicated with Verisk and AccuLynx, it also began reaching out to market participants to discuss the deal. In September, the FTC contacted Verisk competitor Cotality and AccuLynx competitors ServiceTitan, Roofr, JobNimbus, and RoofLink.45 On September 5, the FTC held a meeting with the parties, during which Brunko presented on Verisk’s claims estimation business.46 Unbeknownst to Verisk, the very same day, ServiceTitan’s General Counsel, Olive Huang, told Masters on a phone call that prior to the Merger, Verisk and ServiceTitan were negotiating an Enhanced Integration, but after the announcement of the Merger, Verisk had “changed their minds” and ended the discussions.47 43 Tr. (Antoine) at 656:8–11, 658:16–659:11. 44 JX 308; Tr. (Asker) at 20:21–21:6. 45 JX 250; JX 304; JX 316; JX 348; JX 606. 46 Tr. (Asker) at 21:18–22:11; see JX 326. 47 Tr. (Huang) at 481:11–482:2 (“So we did say that we had been pursuing a more bespoke integration with Verisk and they changed their minds on pursuing that bespoke integration after the transaction was announced.”). 14  Three days later, the FTC sent the parties additional questions focused on Xactware’s “pricing model for third-party integrations” and how “pricing for the integration may differ by type of integrator or function.”48 Among its questions, the FTC asked how “potential integration of [AccuLynx] with Xactware post-merger” would “differ, if at all, from any current or planned . . . integrations Xactware has with companies that Verisk or AccuLynx has identified as rivals to AccuLynx.”49 In its questions, the FTC specifically referenced “existing integrations of XactAnalysis with [Salesforce] and JobNimbus and planned integrations of Xactimate with Roofr and ServiceTitan.”50 While the parties were preparing responses to these integration questions, they met again with the FTC on September 10 and 11. The FTC explained that it was exploring four theories of competitive harm: [T]he first two were . . . horizontal antitrust concerns. [Masters] was continuing to evaluate with her colleagues whether any Verisk tools might be competitive with AccuLynx. There was a particular product she had in mind that generated about $3.5 million a year in revenue from Verisk that she was continuing to evaluate whether it might be used in similar ways to AccuLynx. So that was her first concern. The second was whether Verisk might develop a tool in the future that was competitive with AccuLynx such that there might be a loss of 48 JX 331 at 3. 49 Id. 50 Id. 15  potential future competition between the companies, even if they did not compete today. The third and fourth issues were . . . vertical antitrust issues. Issue three, as [Masters] articulated it, was whether by combining these two independent companies into one, incentives of the combined enterprise might change such that it might become harder for competitors of Verisk to integrate with or partner with AccuLynx than it was prior to the merger. ... The fourth issue [wa]s whether as a result of the deal, Verisk’s incentives to integrate Xactimate with competitors of AccuLynx . . . might change and there might be an incentive to withhold integration or degrade integration. And if that was the case, . . . the ultimate question was would that result in a harm to competition to customers in the marketplace.51 At the meetings, the FTC told Verisk’s counsel that it “had not completed its investigation [and] continued to have questions.”52 According to Nathaniel Asker, a partner at Davis Polk & Wardwell LLP (“Davis Polk”) and Verisk’s principal antitrust counsel,53 “[Masters] said that she was facing deadlines on her end, and unless something changed, she would need to shift her attention and resources to preparing a recommendation to issue a second request.”54 The FTC explained to Olivier Antoine, a partner at King & Spalding LLP who served as AccuLynx’s 51 Tr. (Asker) at 26:1–2, 28:8–30:12; see JX 342. 52 Tr. (Asker) at 26:5–9. 53 PTO ¶ 20. 54 Tr. (Asker) at 26:12–15. 16 principal antitrust counsel,55 that it was “hearing concerns” and was “at a stage where we need to investigate further before we can say that any questions are resolved.” 56 Jason Osborn, a partner at King & Spalding and AccuLynx’s principal M&A counsel,57 was left with the “impression” that the FTC “want[ed] to block [the deal] by blowing up [the] outside date.”58 At this point, Verisk and AccuLynx jointly engaged economists at Econic Partners, LLC (“Econic”) to help advocate to the FTC.59 H. Verisk Fails To Identify Enhanced Integration Discussions With ServiceTitan In Response To FTC Inquiries. On September 12, the FTC sent Verisk another set of five questions, which included a request to “[i]dentify all integrations with Xactimate, XactAnalysis, XactRemodel, or Restoration Manager terminated or changed to inactive status since 2015.”60 Just a few days later, Masters held another call with ServiceTitan to further discuss the Enhanced Integration that ServiceTitan had been exploring with Verisk 55 PTO ¶ 21. 56 JX 342 at 1. 57 PTO ¶ 21. 58 JX 342 at 3. 59 PTO ¶ 22. 60 JX 374 at 2. 17 prior to the Merger announcement.61 During the call, Huang conveyed to Masters the content of the August 5 Termination Email in which Love told ServiceTitan that “[n]ow that the [AccuLynx] acquisition has been announced publicly,” Verisk would “not be able to continue down the path of placing Xactimate’s pricing data directly into ServiceTitan’s estimating solution.”62 On September 22, Verisk responded to the FTC’s September 12 questions.63 At this point, the FTC knew about Verisk’s August 5 Termination Email to ServiceTitan. But in response to the FTC’s question concerning “terminated or changed” integrations, Verisk responded that it “has rarely terminated integration of Xactimate, XactAnalysis, XactRemodel, or Restoration Manager, and in the few instances in which an integration has been terminated, that has been due to low adoption from integration partner customers, integration partners choosing to cancel services, or an inability for integration partners to meet Verisk’s data security requirements.”64 Verisk’s response did not identify its discussions with ServiceTitan about an Enhanced Integration. 61 See Tr. (Huang) at 484:2–486:23; JX 350 at 1. 62 Tr. (Huang) at 484:21–486:9. 63 JX 374. 64 Id. at 5–6. 18  I. The FTC More Fully Articulates Its “Market Reset” Theory. On September 22, Verisk withdrew and refiled the HSR filings, restarting the HSR waiting period to give the FTC an additional 30 days, until October 22, to clear the deal without issuing a second request.65 On September 26, the parties had another call with the FTC.66 On that call, the FTC explained that it had narrowed its focus to exploring a “market reset” theory of harm, which centered on Verisk’s integrations with AccuLynx competitors after the Merger.67 The FTC posited that after the Merger, Verisk might develop a new, more sophisticated pricing integration for AccuLynx that it would not offer to AccuLynx’s competitors, thereby foreclosing AccuLynx competitors from effectively competing in the market for roofer business management software.68 The FTC knew that Verisk had previously rejected a request from an AccuLynx competitor for an enhanced integration because it was aware of the August 5 Termination Email. But once again, Verisk did not identify its discussions with ServiceTitan about an Enhanced Integration and disclosed only that ServiceTitan had announced a new integration with Xactimate on September 17.69 65 PTO ¶ 50; Tr. (Asker) at 27:3–21. 66 Tr. (Asker) at 35:19–21. 67 Id. at 35:19–36:21; JX 405 at 2. 68 JX 405 at 2. 69 Id. at 6. 19  The parties prepared and submitted a response to the FTC on September 30, in which they argued that “[e]mpirical evidence does not support” a “market reset” theory.70 J. Amidst A Government Shutdown, The FTC Continues To Press Verisk About Its Integrations. The federal government shut down on October 1, but the parties continued to engage with the FTC.71 On October 3, FTC staff relayed that it was “hearing from several sources in the marketplace a consistent message that” “any integration that Verisk does with AccuLynx’s competitors would not be at the level or utility which would be achievable with the merger.”72 The FTC told the parties that it had “absorbed the data and advocacy provided, as best [it] c[ould] with the shutdown,” but that “even if [the FTC] accept[ed] all the facts presented as true, it d[id] not answer the concerns that post-merger Verisk w[ould] have different incentives and an ability to harm AccuLynx’s competitors.”73 The FTC also told the parties it heard “that Verisk [wa]s able to not facilitate or not meaningfully facilitate integrations 70 Id. at 2. 71 Tr. (Asker) at 38:10–22. 72 JX 412 at 1 (citation omitted). 73 Id. 20 today; today’s integrations are not on the level that future integration that Verisk and AccuLynx will be.”74 The FTC heard this from ServiceTitan. On October 7, Masters told the parties that she was “[h]aving a hard time reconciling . . . how [the information Verisk had provided] responds to concerns about the other sides of the market” and, thus, the FTC was “likely to have substantial questions.”75 Masters was transparent that the FTC would “[m]ore likely than not” issue a second request.76 At the same time, FTC Deputy Assistant Director Jessica Drake echoed that the “[n]ature of [the FTC’s] concerns” meant that “there are some questions you simply can’t answer for us.”77 Drake and Masters explained that the likelihood of a second request was “driven by the concerns” that the Merger would “create a barrier to entry to competition for others in the market.”78 The same day, Masters asked ServiceTitan for a copy of Verisk’s August 5 Termination Email.79 74 JX 421 at 3. 75 JX 437 at 2 (citation omitted). 76 Id. at 3. 77 Id. 78 Id. at 3–4. 79 Tr. (Huang) at 488:7–17, 489:6–13. 21  K. The FTC Asks If Verisk Has Ever Rejected A Request For An Integration, And Verisk Conducts A Document Search. On October 9, the parties sent a letter to the Director of the Bureau of Competition, Daniel Guarnera, asking for a meeting to convince the FTC to close its investigation without issuing a second request.80 The parties also requested another meeting with Masters and Drake to “discuss [the] market reset theory” and address questions “raised about synergies and deal rationale.”81 That meeting occurred on October 14.82 During the October 14 meeting, the FTC asked three times in three different ways “whether any competitors of AccuLynx had approached Verisk to request an integration with Xactware that is more sophisticated or materially different than the integration that is currently available with JobNimbus, and whether Verisk ha[d] rejected such offer.”83 The FTC already knew the answer to that question was “yes” because, again, the FTC knew about the August 5 Termination Email. However, Brunko told the FTC “he could not recall” if that had ever occurred, and Verisk 80 JX 453 at 3. 81 Tr. (Asker) at 48:15–49:13. 82 See JX 487 at 1. 83 JX 511 at 2; JX 641 at 1–2; Tr. (Asker) at 144:4–18; see id. at 57:15–58:2. 22 committed to “go back” and “check [its] record[s].”84 The FTC asked Verisk to follow up with an answer to this question in writing.85 At trial, Brunko testified that he did not tell the FTC about Verisk’s decision to terminate discussions with ServiceTitan in August because he did not realize those discussions were responsive to the FTC’s question, since he viewed Verisk’s standard integration with ServiceTitan as a success: [W]e had a great conversation [with ServiceTitan during a meeting]. We figured out an integration plan, a path that would work for them, and we executed an agreement and then promoted that through press. And for all indications, ServiceTitan was happy and we had moved past it. So from my point of view, it was done. It was in the rearview mirror. ... I was focused on where have we rejected an ecosystem partner where we chose to not integrate with them. And so when you look at ServiceTitan, I thought about that through the context of it was a successful integration agreement and we were progressing that forward. So I wasn’t thinking about ServiceTitan at the time.86 Chen, who was present at the October 14 meeting, also failed to identify Verisk’s discussions with ServiceTitan over an Enhanced Integration. Chen testified that she “had no recollection” of the exchange that prompted the August 5 Termination 84 Tr. (Asker) at 53:13–55:9, 56:24–57:14; id. (Chen) at 368:2–11; id. (Antoine) at 664:2– 11. 85 JX 641 at 2. 86 Tr. (Brunko) at 223:5–17, 224:2–8. 23 Email, explaining that “this email topic [wa]s not [her] responsibility” and “[s]o . . . [she] just did not retain it in [her] mind.”87 Immediately after the October 14 meeting, Masters contacted ServiceTitan again to ask for a copy of the August 5 Termination Email.88 Verisk, for its part, met with advisors to make a response plan and identify “a set of data that would be collected.”89 With the October 22 waiting period deadline looming, Verisk and AccuLynx agreed that “speed was important”90 and Verisk should get back to the FTC within days.91 Verisk decided that rather than undertake a comprehensive email search, it would be more effective to conduct a targeted review through an internal database called “Jira” that stored “integration-related tickets or requests.”92 Brunko directed Love to run searches through Jira to identify “development work for ecosystem partners that had been completed, was in progress, on the roadmap, or had not been completed or wouldn’t be completed.”93 In turn, Love asked his team “to scour Jira, 87 Id. (Chen) at 369:17–24; id. at 370:6–16. 88 JX 493 at 2; Tr. (Huang) at 489:14–492:2. 89 Tr. (Asker) at 59:1–13. 90 Id. (Antoine) at 665:16–666:11. 91 Id. (Asker) at 61:18–62:18. 92 Id. at 59:14–60:3; see also id. (Brunko) at 183:15–184:16. 93 Id. (Love) at 267:23–268:18. 24 their emails, [and] their recollections of conversations” to “build a list of development work that fell into” the categories Brunko identified.94 Love’s team prepared a spreadsheet compiling hundreds of development requests, including several identified as “Rejected.”95 Brunko then supplemented that search by building a “Python script” using generative AI to search Jira for references to AccuLynx competitors.96 Brunko provided the results of his search to Verisk’s counsel and Econic, who followed up with questions.97 Love manually opened each ticket identified through Brunko’s search and prepared a summary,98 which noted that Verisk “ha[d] an active agreement in place” with ServiceTitan that was being “buil[t] out.”99 The summary did not identify Verisk’s terminated discussions concerning an Enhanced Integration. According to Love and Brunko, it never occurred to them while running these searches that the FTC might be looking for that information, since, again, they viewed ServiceTitan as a “successful integration” and “a win” they “were still 94 Id. at 268:19–270:15. 95 Id. at 270:16–273:13; JX 984 at 10–12; JX 492. 96 Tr. (Brunko) at 187:7–189:19. 97 Id. at 189:20–190:3, 196:18–197:20; id. (Asker) at 61:4–12. 98 Id. (Brunko) at 201:1–22; id. (Love) at 273:16–274:13; JX 513. 99 Tr. (Love) at 275:23–276:12; JX 513 at 4. 25 celebrating.”100 Love explained he did not consider Servi