Cintas (CTAS): Cintas/UniFirst deal - takeaways from our expert call on the FTC‘s merger review

Research evidence excerpt

Cintas (CTAS): Cintas/UniFirst deal - takeaways from our expert call on the FTC‘s merger review

igate any FTC challenge—meaning if the Second

Request ends in disapproval, Cintas is required to fight the deal through September 2027, but is not required to consummate

the deal if it requires significant divestments.

The FTC will likely examine both the local market share and critically, national market share for the deal. The FTC is

expected to investigate how the deal will impact local market shares across the US—whether those are competing stores in a

0-50-mile radius, a range that is determined by customer behavior. The FTC will likely investigate a separate sub-market for

national accounts that operate across the US whose only other options would be Vestis (not covered), or cooperatives—local

regional providers who group together to provide nationwide service. The expert suggested that national accounts are

potentially more problematic than the SME market since there are more viable alternatives. On product market, uniform

services is the most likely definition, though the FTC could look at narrower sub-segments such as healthcare or industrial if

customers lack reasonable substitutes.

The 2017 G&K deal is an obvious precedent but has 3 key differences: 1) a higher combined market share, 2) a

reduction from three players to two versus four players to three, and 3) agencies now operate under 2023 guidelines

which set lower safe harbor thresholds for HHI and combined share (easier for the FTC to prosecute). Note, the Trump

administration is less aggressive than Biden-era enforcement but the first Trump administration approved the last G&K deal,

so this isn’t an “easier administration” and the FTC Chair of seems balanced in pursuing antitrust rulings.