UNITED STATES OF AMERICA

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BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS:

Andrew N. Ferguson, Chairman

Mark R. Meador

In the Matter of

)

Centerbridge Seaport Acquisition Fund, L.P., )

a limited partnership;

)

National Mentor Holdings, Inc.,

)

a corporation;

)

and

)

BrightSpring Health Services, Inc.,

)

a corporation.

)

DECISION AND ORDER

Docket No. C-

DECISION

The Federal Trade Commission initiated an investigation of the proposed acquisition by

Respondent Centerbridge Seaport Acquisition Fund, L.P. and Respondent National Mentor

Holdings, Inc., (collectively “Respondent Sevita”) of the ResCare Community Living business

(“ResCare”) from Respondent BrightSpring Health Services, Inc. (collectively “Respondents”).

The Commission’s Bureau of Competition prepared and furnished to Respondents the Draft

Complaint, which it proposed to present to the Commission for its consideration. If issued by the

Commission, the Draft Complaint would charge Respondents with violations of Section 7 of the

Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act,

as amended, 15 U.S.C. § 45 (collectively “Acts”).

Respondents and the Bureau of Competition executed an Agreement Containing Consent

Orders (“Consent Agreement”) containing (1) an admission by Respondents of all the

jurisdictional facts set forth in the Draft Complaint, (2) a statement that the signing of said

agreement is for settlement purposes only and does not constitute an admission by Respondents

that the law has been violated as alleged in the Draft Complaint, or that the facts as alleged in the

Draft Complaint, other than jurisdictional facts, are true, (3) waivers and other provisions as

required by the Commission’s Rules, and (4) a proposed Decision and Order and an Order to

Maintain Assets.

The Commission considered the matter and determined that it had reason to believe that

Respondents have violated the said Acts, and that a complaint should issue stating its charges in

that respect. The Commission accepted the Consent Agreement and placed it on the public

record for a period of 30 days for the receipt and consideration of public comments; at the same

time, it issued and served its Complaint and Order to Maintain Assets. The Commission duly

considered any comments received from interested persons pursuant to Commission Rule 2.34,

16 C.F.R. § 2.34. Now, in further conformity with the procedure described in Rule 2.34, the

Commission makes the following jurisdictional findings, and issues the following Decision and

Order (“Order”):

Respondent Centerbridge Seaport Acquisition Fund, L.P. is a limited partnership

organized, existing, and doing business under, and by virtue of, the laws of the

state of Delaware, with its headquarters address at 375 Park Avenue, 11th Floor,

New York, New York 10152.

Respondent National Mentor Holdings, Inc., is a corporation organized, existing,

and doing business under, and by virtue of, the laws of the state of Delaware, with

its headquarters and principal place of business located at 6600 France Avenue

South, Edina, Minnesota 55435.

Respondent BrightSpring is a corporation organized, existing, and doing business

under, and by virtue of, the laws of the state of Delaware, with its headquarters

and principal place of business located at 805 N Whittington Pkwy Louisville,

Kentucky 40222.

The Commission has jurisdiction over the subject matter of this proceeding and

over the Respondents, and the proceeding is in the public interest.

ORDER

Definitions

IT IS ORDERED that, as used in this Order, the following definitions apply:

“Sevita” means Centerbridge Seaport Acquisition Fund, L.P., its subsidiary National

Mentor Holdings, Inc., its directors, officers, employees, agents, representatives,

successors, and assigns; and the joint ventures, subsidiaries, partnerships, divisions,

groups, and affiliates controlled by either Centerbridge Seaport Acquisition Fund, L.P. or

National Mentor Holdings, Inc., and the respective directors, officers, employees, agents,

representatives, successors, and assigns of each.

“BrightSpring” means BrightSpring Health Services, Inc., its directors, officers,

employees, agents, representatives, successors, and assigns; and the joint ventures,

subsidiaries, partnerships, divisions, groups, and affiliates controlled by BrightSpring

Health Services, Inc., and the respective directors, officers, employees, agents,

representatives, successors, and assigns of each.

“Dungarvin” means Dungarvin Group, Inc., a corporation organized, existing, and doing

business under, and by virtue of, the laws of the State of Minnesota with its headquarters

and principal place of business located at 1444 Northland Drive, Suite 200, Mendota

Heights, Minnesota 55120.

“Commission” means the Federal Trade Commission.

“Acquirer” means:

Dungarvin; or

Any other Person that acquires the Divestiture Facility Assets pursuant to this

Order.

“Acquisition” means the proposed acquisition described in the agreement titled “Purchase

Agreement by and among Res-Care, Inc., The Other Entities Identified Herein as Sellers,

National Mentor Holdings, Inc., and BrightSpring Health Services, Inc.,” dated January

17, 2025, as amended by that First Amendment to Purchase Agreement dated as of

December 5, 2025.

“Acquisition Date” means the date Respondents consummate the Acquisition, which shall

not be earlier than March 30, 2026.

“Business Information” means books, records, data, and information, wherever located

and however stored, including electronic medical records, documents, written

information, graphic materials, and data and information in electronic format, along with

the knowledge of employees, contractors, and representatives. Business Information

includes books, records, information, and data relating to sales, marketing, logistics,

advertising, personnel, accounting, business strategy, information technology systems,

customers, suppliers, vendors, research and development, registrations, licenses, permits

(to the extent transferable), and operations.

“Confidential Information” means all Business Information not in the public domain,

except for any information that was or becomes generally available to the public other

than as a result of disclosure by Respondents.

“Consent” means any approval, consent, ratification, waiver, or other authorization.

“Contract” means an agreement, contract, lease, license agreement, consensual

obligation, promise, or undertaking with one or more third parties, whether written or oral

and whether express or implied, and whether or not legally binding.

“Day Training Facility” means a location that provides daytime-only recreational,

learning, and vocational programs to individuals with intellectual and developmental

disabilities.

“Direct Cost” means the cost of labor, materials, travel, and other expenditures directly

incurred. The cost of any labor included in Direct Cost shall not exceed the hours of

labor provided times the then-current average hourly wage rate, including benefits, for

the employee providing such labor.

“Divestiture Agreement” means:

The “Asset Purchase Agreement by and among National Mentor Holdings, Inc.,

Dungarvin Indiana, LLC, Dungarvin Texas, LLC, Dungarvin Louisiana, LLC,

Dungarvin Minnesota, LLC, and Dungarvin Group, Inc.” dated January 8, 2026,

and all amendments, exhibits, attachments, agreements (including the Interim

Management Agreement and agreements to provide Transitional Assistance), and

schedules attached to this Order as Nonpublic Appendix A; or

Any agreement between Respondent Sevita (or a Divestiture Trustee appointed

pursuant to Section IX of this Order) and an Acquirer to purchase the Divestiture

Facility Assets, and all amendments, exhibits, attachments, agreements, and

schedules thereto.

“Divestiture Date” means the closing date of the acquisition of the Divestiture Facility

Assets by the Acquirer as required by this Order.

“Divestiture Facility” means, individually or collectively, the Facilities listed in

Nonpublic Appendix B.

“Divestiture Facility Assets” means the rights, title, and interest in and to all property and

assets, real, personal, or mixed, tangible and intangible of every kind and description,

wherever located, used in or relating to the Facility Business of each Divestiture Facility,

including:

All real property interests (including fee simple interests or real property

leasehold interests) including all easements and appurtenances, together with all

building and other structures, facilities; or rights and improvements thereon

(including rights to any related parking facility or lot);

All Equipment;

All Business Information;

Respondent Sevita’s Medicare and Medicaid provider numbers, to the extent

transferable;

All permits and licenses, to the extent transferable; and

Any other assets that are used in, or necessary for, the Facility Business of a

Divestiture Facility.

“Divestiture Facility Employee” means any full-time, part-time, or contract individual

employed in the business of the Divestiture Facility, as of August 25, 2025.

“Divestiture Trustee” means the Person appointed by the Commission pursuant to

Section IX of this Order.

“Employee Information” means to the extent permitted by law, the following information

summarizing the employment history of each employee that includes:

Name, job title or position, date of hire, and effective service date;

Specific description of the employee’s responsibilities;

The employee’s base salary or current wages;

Most recent bonus paid, aggregate annual compensation for Respondents’ last

fiscal year, and current target or guaranteed bonus, if any;

Written performance reviews for the past three years, if any;

Employment status (i.e., active or on leave or disability; full-time or part-time);

Any other material terms and conditions of employment in regard to such

employee that are not otherwise generally available to similarly situated

employees; and

At the Acquirer’s option, copies of all employee benefit plans and summary plan

descriptions (if any) applicable to the employee.

“Equipment” means all tangible personal property of every kind owned or leased by

Respondent Sevita in connection with the operation of the Facility Business of each

Divestiture Facility, including all: fixtures, furniture, medical equipment, computer

equipment and third-party software, office equipment, telephone systems, security

systems, furnishings, parts, tools, supplies, and all other items of equipment or tangible

personal property of any nature or other systems used in the operation of the Facility

Business at any Divestiture Facility, together with any express or implied warranty by the

manufacturers or sellers or lessors of any item or component part, to the extent such

warranty is transferrable, and all maintenance records and other related documents.

“Facility” means a location that provides health and human services to individuals with

intellectual and developmental disabilities, including ICF/IDD and day training facilities.

“Facility Business” means all activities relating to the business of a Facility, including:

Attracting residents to such Facility for health and human services;

Providing services relating to intellectual and developmental disabilities to

residents of such Facility;

Maintaining the equipment on the premises of such Facility;

Purchasing supplies and equipment for such Facility;

Negotiating leases for the premises of such Facility;

Contracting for the services of direct support employees for such Facility;

Dealing with Payors, including negotiating contracts with such Payors and

submitting claims to such Payors; and

Obtaining or maintaining Governmental Authorizations relating to such Facility

or otherwise dealing with government entities that regulate operations of the

Facility.

“Governmental Authorization” means a Consent, license, registration, or permit issued,

granted, given, or otherwise made available by or under the authority of any

governmental body or pursuant to any legal requirement.

“ICF/IDD” means an intermediate care facility that provides health and human services

to individuals with intellectual and developmental disabilities that operates 24 hours a

day, seven days a week.

“Monitor” means any Person appointed by the Commission to serve as a monitor

pursuant to the Orders.

AA.

“Orders” means this Order and the Order to Maintain Assets.

BB.

“Person” means any individual, partnership, corporation, business trust, limited liability

company, limited liability partnership, joint stock company, trust, unincorporated

association, joint venture, or other entity or a governmental body.

CC.

“Real Property” means the real property on which, or in which, any Divestiture Facility is

located, including real property used for parking and for other functions related to the

Divestiture Facility.

DD.

“Retained Assets” means the list of assets identified in Nonpublic Appendix C.

EE.

“Transitional Assistance” means technical services, personnel, assistance, training, and

other logistical, administrative, and other transitional support as required by the Acquirer

to facilitate the transfer of the Divestiture Facilities from Respondent Sevita to the

Acquirer, including training, personnel, and support related to: audits, finance and

accounting, accounts receivable, accounts payable, employee benefits, payroll, pensions,

human resources, general medical products supply, purchasing, quality control, transfer

of information technology and related systems, maintenance and repair of facilities and

Equipment, use of any name or brand used in the Facility Business of the respective

Divestiture Facility for transitional purposes, Government Authorizations, regulatory

compliance, sales and marketing, resident services, and supply chain management and

resident transfer logistics.

11. Divestiture

IT IS FURTHER ORDERED that:

No later than 10 days after the Acquisition Date, Respondent Sevita shall divest the

Divestiture Facility Assets as an ongoing business, absolutely and in good faith, to

Dungarvin.

Provided, however, that, if within 12 months after issuing this Order, the Commission

determines, in consultation with the Acquirer and the Monitor, the Acquirer needs one or

more Retained Assets to operate the Divestiture Facility Assets in a manner that achieves

the purposes of this Order, Respondent Sevita shall divest, absolutely and in good faith,

such needed Retained Assets to the Acquirer;

If Respondent Sevita has divested the Divestiture Facility Assets to the Acquirer prior to

the date this Order becomes final, and if, at the time the Commission determines to make

this Order final, the Commission notifies Respondents that:

The Acquirer is not an acceptable purchaser of the relevant Divestiture Facility

Assets, then Respondent Sevita shall rescind the divestiture to that Acquirer

within 5 days of notification, and the Divestiture Trustee appointed by the

Commission shall divest the relevant Divestiture Facility Assets no later than 180

days from the date this Order is issued, absolutely and in good faith, at no

minimum price, to a Person that receives the prior approval of the Commission

and in a manner that receives the prior approval of the Commission; or

The manner in which the divestiture to the Acquirer was accomplished is not

acceptable, and the Commission may direct Respondent Sevita, or appoint a

Divestiture Trustee, to modify the manner of divestiture of the relevant

Divestiture Facility Assets as the Commission may determine is necessary to

satisfy the requirements of this Order.

Respondent Sevita shall not consummate the Acquisition until it has obtained, for all the

Divestiture Facilities, all approvals for the assignment to the Acquirer of the rights, title,

and interest to each lease for Real Property of each Divestiture Facility.

Respondent Sevita shall release, and shall not exercise, any right or cause of action

against any relevant landlord that is provided to Respondent Sevita by a lease agreement

related to any Divestiture Facility transferred to an Acquirer pursuant to this Order, with

respect to rights or causes of action accruing on or after the date of such transfer.

Respondent Sevita shall assist the Acquirer to conduct a due diligence investigation of

the Divestiture Facility Assets the Acquirer seeks to purchase, including by providing

sufficient and timely access to all information customarily provided as part of a due

diligence process, and affording the Acquirer and its representatives (including

prospective lenders and their representatives) full and free access, during regular business

hours, to the personnel, assets, Contracts, Governmental Authorizations, Business

Information, with such rights of access to be exercised in a manner that does not

unreasonably interfere with the operations of Respondent Sevita.

With respect to all contracts included in the Divestiture Facility Assets, at the Acquirer’s

option and on the Divestiture Date of each Divestiture Facility, Respondent Sevita shall:

If such contract can be assigned without third-party approval, assign Respondent

Sevita’s rights under the contract to the Acquirer; and

If such contract can be assigned to the Acquirer only with third-party approval,

assist and cooperate with the Acquirer in obtaining such third-party approval and

in assigning the contract to the Acquirer, or in obtaining a new contract.

Respondent Sevita shall assist the Acquirer in obtaining all licenses, permits,

authorizations, or certifications related to or necessary for the operation of the Divestiture

Facility Assets.

III. Divestiture Agreement

IT IS FURTHER ORDERED that:

The Divestiture Agreement shall be incorporated by reference into this Order and made a

part hereof, and any failure by Respondent Sevita to comply with the terms of the

Divestiture Agreement shall constitute a violation of this Order; provided, however, that

the Divestiture Agreement shall not limit, or be construed to limit, the terms of this

Order. To the extent any provision in the Divestiture Agreement varies from or conflicts

with any provision in this Order such that Respondent Sevita cannot fully comply with

both, Respondent Sevita shall comply with this Order.

Respondent Sevita shall not modify or amend the terms of the Divestiture Agreement

after the Commission issues this Order without the prior approval of the Commission,

except as otherwise provided in Commission Rule 2.41(f)(5), 16 C.F.R. § 2.41(f)(5).

IV. Transition Assistance

IT IS FURTHER ORDERED that:

Until Respondent Sevita has transferred all Business Information and divested all

Divestiture Facility Assets to the Acquirer, Respondent Sevita shall ensure that the

Business Information is maintained and updated in the ordinary course of business and

shall provide the Acquirer with access to that Business Information (wherever located

and however stored) that Respondent Sevita has not yet transferred to the Acquirer, and

to employees who possess the records and information.

At the option of the Acquirer, Respondent Sevita shall provide the Acquirer with

Transitional Assistance sufficient to (1) transfer efficiently the Divestiture Facility Assets

to the Acquirer and (2) allow the Acquirer to operate the Facility Business at each

Divested Facility in a manner that is equivalent in all material respects to the manner in

which Respondent Sevita did so prior to the Acquisition.

Respondent Sevita shall provide Transitional Assistance:

As set forth in the Divestiture Agreement, or as otherwise reasonably requested

by the Acquirer (whether before or after the Divestiture Date);

At the price set forth in the Divestiture Agreement, or if no price is set forth, at

Direct Cost; and

For a period sufficient to meet the requirements of this Section IV.

Respondent Sevita shall allow the Acquirer to terminate, in whole or part, any

Transitional Assistance of the Divestiture Agreement upon commercially reasonable

notice and without cost or penalty.

Respondent Sevita shall not cease providing Transitional Assistance due to a breach by

the Acquirer of the Divestiture Agreement, and shall not limit any damages (including

indirect, special, and consequential damages) that the Acquirer would be entitled to

receive in the event of Respondent Sevita’s breach of the Divestiture Agreement.

V. Employees

IT IS FURTHER ORDERED that:

Until one year after the Divestiture Date, Respondent Sevita shall cooperate with and

assist the Acquirer to evaluate independently and offer employment to any Divestiture

Facility Employee.

Until 90 days after the Divestiture Date, Respondent Sevita shall:

No later than 10 days after a request from the Acquirer, provide a list of the

requested Divestiture Facility Employees and provide Employee Information for

each;

No later than 10 days after a request from the Acquirer, provide an opportunity to

privately interview any of the Divestiture Facility Employees outside the presence

or hearing of any employee or agent of Respondent Sevita, and to make offers of

employment to any of the Divestiture Facility Employees;

Remove any impediments within the control of Respondent Sevita that may deter

Divestiture Facility Employees from accepting employment with the Acquirer,

including removal of any non-compete or confidentiality provisions of

employment or other contracts with Respondent Sevita that may affect the ability

or incentive of those individuals to be employed by the Acquirer, and shall not

make any counteroffer to any Divestiture Facility Employee who receives an offer

of employment from the Acquirer; provided, however, that nothing in this Order

shall be construed to require Respondent Sevita to terminate the employment of

any employee or prevent Respondent Sevita from continuing the employment of

any employee;

Continue to provide Divestiture Facility Employees with all employee benefits

offered by Respondent Sevita, including regularly scheduled or merit raises and

bonuses, and regularly scheduled vesting of all benefits;

Provide reasonable financial incentives to encourage Divestiture Facility

Employees to continue in their positions, and as may be necessary, to facilitate the

employment of such Divestiture Facility Employees by the Acquirer; and

Not interfere, directly or indirectly, with the hiring, recruiting, or employing by

the Acquirer of any Divestiture Facility Employee, including not offering any

incentive to such employees to decline employment with the Acquirer.

Respondent Sevita shall not:

For a period of 90 days after Divestiture Date, directly or indirectly, solicit or

otherwise attempt to induce any Person employed at the Facility level by the

Acquirer to terminate his or her employment with the Acquirer; and

For a period of 180 days after the Divestiture Date, directly or indirectly, solicit or

otherwise attempt to induce any Person employed above the Facility level by the

Acquirer to terminate his or her employment with the Acquirer.

Provided, however, Respondent Sevita may (i) hire any such Person whose employment

has been terminated by the Acquirer; (ii) advertise for employees in newspapers, trade

publications, or other media, or engage recruiters to conduct general employee search

activities, in either case not targeted specifically at one or more Person employed by the

Acquirer; or (iii) hire a Person who has applied for employment with Respondent Sevita,

as long as such application was not solicited or induced in violation of this Section V.

Nothing in Paragraph V.C shall prevent any direct support professional or nursing,

clinical, and professional staff from working or being hired to work concurrently for

Acquirer and Respondent Sevita so long as doing so complies with the provisions in this

Section V.

VI. Asset Maintenance

IT IS FURTHER ORDERED that until Respondent Sevita fully transfers each of the

Divestiture Facility Assets to the Acquirer, Respondent Sevita shall, subject to its obligations

under the Order to Maintain Assets:

Operate the Divestiture Facility Assets in the ordinary course of business consistent with

past practices, and take all actions necessary to maintain the full economic viability,

marketability, and competitiveness of the Divestiture Facility Assets;

Maintain all licenses, permits, approvals, authorizations, or certifications related to or

necessary for the operation of the Divestiture Facility Assets, and otherwise operate such

Divestiture Facility Assets in accordance and compliance with all regulatory obligations

and requirements;

Prevent the destruction, removal, wasting, deterioration, closing, or impairment (other

than as a result of ordinary wear and tear) of the Divestiture Facility Assets, including:

Maintaining, repairing, and replacing any Equipment to the extent and in a

manner consistent with past practices;

Not terminating, canceling, renewing, or amending any Contract, except as

consistent with past practices; and

Not entering any Contract that would restrain or restrict the ability of the

Acquirers to compete against Respondent Sevita;

Make any payment required to be paid under any contract or lease when due, and

otherwise satisfy all liabilities and obligations associated with the Divestiture Facility

Assets;

Provide the Divestiture Facility Assets with sufficient funds to operate at least at current

rates of operation, to meet all capital calls, to perform routine or necessary maintenance,

to repair or replace facilities and equipment, and to carry on at least at their scheduled

pace all capital projects, business plans, development projects, promotional activities, and

marketing activities;

Provide resources as may be necessary to respond to competition, prevent diminution in

sales, and maintain the competitive strength of the Divestiture Facility Assets;

Not reduce operating hours;

Not reduce, change, or modify in any material respect, the level of marketing,

promotional, pricing, or advertising practices, programs, and policies for the Divestiture

Facility Assets, other than changes in the ordinary course of business consistent with

changes made at Respondent Sevita’s other businesses that Respondent Sevita will not

divest;

Not target, encourage, or convert customers of the Divestiture Facility Assets to become

customers of Respondents’ other ICF/IDD businesses that will not be divested; provided,

however, that nothing in this Paragraph VI.I shall prevent Respondents from engaging in

advertising, marketing, and promotion activities: (i) generally applicable to all of

Respondents’ businesses, or (ii) in the ordinary course of business and in accordance with

past practice;

Provide support services at levels customarily provided by Respondent Sevita;

Not sell, transfer, encumber, or otherwise impair the Divestiture Facility Assets (other

than in the manner prescribed in the Orders);

Not take any action that lessens the full economic viability, marketability, or

competitiveness of the Divestiture Facility Assets;

Not terminate the operations of the Divestiture Facility Assets;

Preserve the existing relationships with suppliers, customers, employees, governmental

authorities, vendors, landlords, and others having business relationships with the

Divestiture Facility Assets;

Maintain the working conditions, staffing levels, and a work force of equivalent size,

training, and expertise associated with the Divestiture Facility Assets, including:

When vacancies occur, replacing the employees in the regular and ordinary course

of business, in accordance with past practice; and

Not transferring any employees from the Divestiture Facility Assets to any of

Respondent Sevita’s assets or businesses that Respondent Sevita will not divest.

Provided, however, that Respondent Sevita may take actions that the Acquirer has requested or

agreed to in writing and that has been approved in advance by Commission staff, in all cases to

facilitate the Acquirer’s acquisition of the Divestiture Facility Assets and consistent with the

purposes of the Orders.

vu. Confidentiality

IT IS FURTHER ORDERED that:

Respondents shall not (x) disclose (including to Respondents’ employees) or (y) use for

any reason or purpose, any Confidential Information received or maintained by

Respondents relating to any Divestiture Facility; provided, however, that Respondents

may disclose or use such Confidential Information in the course of:

Performing their obligations or as permitted under the Orders or any Divestiture

Agreement; or

Complying with financial reporting requirements, obtaining legal advice,

prosecuting or defending legal claims, investigations, or enforcing actions

threatened or brought against the Divestiture Facility Assets or any Facility

Business, or as required by law or regulation, including any applicable securities

exchange rules or regulations.

If disclosure or use of any Confidential Information is permitted to Respondents’

employees or to any other Person under this Section VII, Respondents shall limit such

disclosure or use (1) only to the extent such information is required; (2) only to those

employees or Persons who require such information for the purposes permitted under

Paragraph VII.A; and (3) only after such employees or Persons have signed an agreement

to maintain the confidentiality of such information.

Respondents shall enforce the terms of this Section VII and take necessary actions to ensure that

its employees and other Persons comply with the terms of this Section VII, including

implementing access and data controls, training its employees, and other actions that

Respondents would take to protect its own trade secrets and proprietary information.

VIII. Monitor

IT IS FURTHER ORDERED that:

The Commission appoints William Allen as the Monitor to observe and report on

Respondents’ compliance with their obligations as set forth in the Orders.

Respondents and the Monitor may enter into an agreement relating to the Monitor’s

services. Any such agreement:

Shall be subject to the approval of the Commission;

Shall not limit, and the signatories shall not construe it to limit, the terms of this

Section VIII of this Order or the Section relating to the Monitor in the Order to

Maintain Assets (“Monitor Sections”), and to the extent any provision in the

agreement varies from or conflicts with any provision in the Monitor Sections,

Respondent Sevita and the Monitor shall comply with the Monitor Sections; and

Shall include a provision stating that the agreement does not limit, and the

signatories shall not construe it to limit, the terms of the Orders in this matter, and

to the extent any provision in the agreement varies from or conflicts with any

provision in the Orders, Respondents and the Monitor shall comply with the

Orders.

The Monitor shall:

Have the authority to monitor Respondents’ compliance with the obligations set

forth in the Orders;

Act in consultation with the Commission or its staff;

Serve as an independent third party and not as an employee or agent of

Respondents or of the Commission;

Serve without bond or other security;

At the Monitor’s option, employ such consultants, accountants, attorneys, and

other representatives and assistants as are reasonably necessary to carry out the

Monitor’s duties and responsibilities;

Enter into a non-disclosure or other confidentiality agreement with the

Commission related to Commission materials and information received in

connection with the performance of the Monitor’s duties and require that each of

the Monitor’s consultants, accountants, attorneys, and other representatives and

assistants shall also enter into a non-disclosure or other confidentiality agreement

with the Commission;

Notify staff of the Commission, in writing, no later than 5 days in advance of

entering into any arrangement that creates a conflict of interest, or the appearance

of a conflict of interest, including a financial, professional or personal conflict. If

the Monitor becomes aware of a such a conflict only after it has arisen, the

Monitor shall notify the Commission as soon as the Monitor becomes aware of

the conflict;

Report in writing to the Commission concerning Respondents’ compliance with

this Order on a schedule as determined by Commission staff and at any other time

requested by the staff of the Commission; and

Unless the Commission or its staff determine otherwise, the Monitor shall serve

until Commission staff determines that Respondents have satisfied all obligations

under Sections II, IV, and VI, and files a final report.

Respondents shall:

Cooperate with and assist the Monitor in performing his or her duties for the

purpose of reviewing Respondents’ compliance with their obligations under the

Orders, including as requested by the Monitor, (a) providing the Monitor full and

complete access to personnel, information, and facilities; and (b) making such

arrangements with third parties to facilitate access by the Monitor;

Not interfere with the ability of the Monitor to perform his or her duties pursuant

to the Orders;

Pay the Monitor’s fees and expenses as set forth in an agreement approved by the

Commission, or if such agreement has not been approved, pay the Monitor’s

customary fees, as well as expenses the Monitor incurs performing his or her

duties under the Orders, including expenses of any consultants, accountants,

attorneys, and other representatives and assistants that are reasonably necessary to

assist the Monitor in carrying out his or her duties and responsibilities;

Not require the Monitor to disclose to Respondents the substance of the Monitor’s

communications with the Commission or any other Person or the substance of

written reports submitted to the Commission pursuant to the Orders; and

Indemnify and hold the Monitor harmless against any loss, claim, damage,

liability, and expense (including attorneys’ fees and out of pocket costs) that

arises out of, or is connected with, a claim concerning the performance of the

Monitor’s duties under the Orders, unless the loss, claim, damage, liability, or

expense results from gross negligence or willful misconduct by the Monitor.

Respondents may require the Monitor and each of the Monitor’s consultants, accountants,

attorneys, and other representatives and assistants to enter into a customary

confidentiality agreement, so long as the agreement does not restrict the Monitor’s ability

to access personnel, information, and facilities or provide information to the Commission,

or otherwise observe and report on Respondents’ compliance with the Orders.

If the Monitor resigns or the Commission determines that the Monitor has ceased to act,

has failed to act diligently, or is otherwise unable to continue serving as a Monitor due to

the existence of a conflict or other reasons, the Commission may appoint a substitute

Monitor. The substitute Monitor shall be afforded all rights, powers, and authorities and

shall be subject to all obligations of the Monitor Paragraphs of the Orders. The

Commission shall select the substitute Monitor, subject to the consent of Respondents

who:

Shall not unreasonably withhold consent to the appointment of the selected

substitute Monitor;

Shall be deemed to have consented to the selection of the proposed substitute

Monitor if, within 10 days of notice by staff of the Commission of the identity of

the proposed substitute Monitor, Respondents have not opposed in writing,

including the reasons for opposing, the selection of the proposed substitute

Monitor; and

May enter into an agreement with the substitute Monitor relating to the substitute

Monitor’s services that either (a) contains substantially the same terms as the

Commission-approved agreement referenced in Paragraph VIII.B; or (b) receives

Commission approval.

The Commission may on its own initiative or at the request of the Monitor issue such

additional orders or directions as may be necessary or appropriate to assure compliance

with the requirements of the Orders.

IX. Divestiture Trustee

IT IS FURTHER ORDERED that:

If Respondent Sevita has not fully complied with the obligations to assign, grant, license,

divest, transfer, deliver, or otherwise convey the Divestiture Facility Assets as required

by this Order, the Commission may appoint a Divestiture Trustee to assign, grant,

license, divest, transfer, deliver, or otherwise convey these assets in a manner that

satisfies the requirements of this Order. In the event that the Commission or the Attorney

General brings an action pursuant to § 5(l) of the Federal Trade Commission Act, 15

U.S.C. § 45(l), or any other statute enforced by the Commission, Respondent Sevita shall

consent to the appointment of a Divestiture Trustee in such action to assign, grant,

license, divest, transfer, deliver, or otherwise convey these assets. Neither the

appointment of a Divestiture Trustee nor a decision not to appoint a Divestiture Trustee

under this Paragraph IX.A shall preclude the Commission or the Attorney General from

seeking civil penalties or any other relief available to it, including a court-appointed

Divestiture Trustee, pursuant to § 5(l) of the Federal Trade Commission Act, or any other

statute enforced by the Commission, for any failure by Respondent Sevita to comply with

this Order.

The Commission shall select the Divestiture Trustee, subject to the consent of

Respondent Sevita, which consent shall not be unreasonably withheld. The Divestiture

Trustee shall be a Person with experience and expertise in acquisitions and divestitures.

If Respondent Sevita has not opposed, in writing, including the reasons for opposing, the

selection of any proposed Divestiture Trustee within 10 days after notice by the staff of

the Commission to Respondent Sevita of the identity of any proposed Divestiture

Trustee, Respondent Sevita shall be deemed to have consented to the selection of the

proposed Divestiture Trustee.

Not later than 10 days after the appointment of a Divestiture Trustee, Respondent Sevita

shall execute a trust agreement that, subject to the prior approval of the Commission,

transfers to the Divestiture Trustee all rights and powers necessary to permit the

Divestiture Trustee to affect the divestitures required by this Order. Any failure by

Respondent Sevita to comply with a trust agreement approved by the Commission shall

be a violation of this Order.

If a Divestiture Trustee is appointed by the Commission or a court pursuant to this

Section IX, Respondent Sevita shall consent to the following terms and conditions

regarding the Divestiture Trustee’s powers, duties, authority, and responsibilities:

Subject to the prior approval of the Commission, the Divestiture Trustee shall

have the exclusive power and authority to assign, grant, license, divest, transfer,

deliver, or otherwise convey the assets that are required by this Order to be

assigned, granted, licensed, divested, transferred, delivered, or otherwise

conveyed;

The Divestiture Trustee shall have one year from the date the Commission

approves the trustee trust agreement described herein to accomplish the

divestitures, which shall be subject to the prior approval of the Commission. If,

however, at the end of the one-year period, the Divestiture Trustee has submitted

a plan of divestiture or the Commission believes that the divestitures can be

achieved within a reasonable time, the divestiture period may be extended by the

Commission;

provided, however, the Commission may extend the divestiture period only 2

times;

Subject to any demonstrated legally recognized privilege, the Divestiture Trustee

shall have full and complete access to the personnel, books, records, and facilities

related to the relevant assets that are required to be assigned, granted, licensed,

divested, delivered, or otherwise conveyed by this Order and to any other relevant

information, as the Divestiture Trustee may request. Respondent Sevita shall

develop such financial or other information as the Divestiture Trustee may request

and shall cooperate with the Divestiture Trustee. Respondent Sevita shall take no

action to interfere with or impede the Divestiture Trustee’s accomplishment of the

divestitures. Any delays in divestitures caused by Respondent Sevita shall extend

the time for divestitures under this Paragraph IX.D in an amount equal to the

delay, as determined by the Commission or, for a court-appointed Divestiture

Trustee, by the court;

The Divestiture Trustee shall use commercially reasonable best efforts to

negotiate the most favorable price and terms available in each contract that is

submitted to the Commission, subject to Respondent Sevita’s absolute and

unconditional obligation to divest expeditiously and at no minimum price. The

divestitures shall be made in the manner and to Acquirers that receive the prior

approval of the Commission as required by this Order;

provided, however, if the Divestiture Trustee receives bona fide offers from more

than one acquiring person for a divestiture, and if the Commission determines to

approve more than one such acquiring person for the divestiture, the Divestiture

Trustee shall divest to the acquiring person selected by Respondent Sevita from

among those approved by the Commission;

provided, further, however, that Respondent Sevita shall select such person within

5 days of receiving notification of the Commission’s approval;

The Divestiture Trustee shall serve, without bond or other security, at the cost and

expense of Respondent Sevita, on such reasonable and customary terms and

conditions as the Commission or a court may set. The Divestiture Trustee shall

have the authority to employ, at the cost and expense of Respondent Sevita, such

consultants, accountants, attorneys, investment bankers, business brokers,

appraisers, and other representatives and assistants as are necessary to carry out

the Divestiture Trustee’s duties and responsibilities. The Divestiture Trustee shall

account for all monies derived from the divestiture and all expenses incurred.

After approval by the Commission of the account of the Divestiture Trustee,

including fees for the Divestiture Trustee’s services, all remaining monies shall be

paid at the direction of Respondent Sevita, and the Divestiture Trustee’s power

shall be terminated. The compensation of the Divestiture Trustee shall be based

at least in significant part on a commission arrangement contingent on the

divestiture of all of the relevant assets that are required to be divested by this

Order;

Respondent Sevita shall indemnify the Divestiture Trustee and hold the

Divestiture Trustee harmless against any losses, claims, damages, liabilities, or

expenses arising out of, or in connection with, the performance of the Divestiture

Trustee’s duties, including all reasonable fees of counsel and other expenses

incurred in connection with the preparation for, or defense of, any claim, whether

or not resulting in any liability, except to the extent that such losses, claims,

damages, liabilities, or expenses result from gross negligence or willful

misconduct by the Divestiture Trustee;

The Divestiture Trustee shall have no obligation or authority to operate or

maintain the Divestiture Facility Assets required to be divested by this Order;

The Divestiture Trustee shall report in writing to Respondent Sevita and to the

Commission every 30 days concerning the Divestiture Trustee’s efforts to

accomplish the divestiture; and

Respondent Sevita may require the Divestiture Trustee and each of the Divestiture

Trustee’s consultants, accountants, attorneys, and other representatives and

assistants to sign a customary confidentiality agreement;

provided, however, that such agreement shall not restrict the Divestiture Trustee

from providing any information to the Commission.

The Commission may, among other things, require the Divestiture Trustee and each of

the Divestiture Trustee’s consultants, accountants, attorneys, and other representatives

and assistants to sign an appropriate confidentiality agreement related to Commission

materials and information received in connection with the performance of the Divestiture

Trustee’s duties.

If the Commission determines that a Divestiture Trustee has ceased to act or failed to act

diligently, the Commission may appoint a substitute Divestiture Trustee in the same

manner as provided in this Section IX of this Order.

The Commission or, in the case of a court-appointed Divestiture Trustee, the court, may

on its own initiative or at the request of the Divestiture Trustee issue such additional

orders or directions as may be necessary or appropriate to accomplish the divestitures and

other obligations or action required by this Order.

X. Respondent Prior Notice

IT IS FURTHER ORDERED that:

For a period of 10 years from the date this Order is issued, Respondent Sevita shall not,

without providing advance written notification to the Commission (“Notification”),

acquire, directly or indirectly, through subsidiaries or otherwise, any leasehold,

ownership interest, or any other interest, in whole or in part, in any ICF/IDD located

within the same CBSA as any Divestiture Facility.

The Notification required by Paragraph X.A shall:

Be provided on the Notification and Report Form (the “Form”) set forth in the

Appendix to Part 803 of Title 16 of the Code of Federal Regulations as amended,

and shall be prepared and transmitted in accordance with the requirements of that

part, except that no filing fee will be required for any such Notification;

Notification shall be filed with the Secretary of the Commission; Notification

need not be made to the United States Department of Justice; and Notification is

required only of Respondent Sevita and not of any other party to the transaction.

Include a description of the proposed acquisition and provide:

A map showing all intermediate care facilities by ownership located

within the CBSA; and

The number of licensed beds and occupied beds in each facility.

Respondent Sevita shall provide the Notification required under Paragraph X.A to the

Commission at least 30 days prior to consummating the transaction (hereinafter referred

to as the “first waiting period”). Further, if, within the first waiting period,

representatives of the Commission make a written request for additional information or

documentary material (within the meaning of 16 C.F.R. § 803.20), Respondent Sevita

shall not consummate the transaction until 30 days after submitting such additional

information or documentary material. Early termination of the waiting periods in this

Section X may be requested and, where appropriate, granted by letter from the Bureau of

Competition.

Provided, however, that prior notification shall not be required by this Section X for a

transaction for which notification is required to be made, and has been made, pursuant to

Section 7A of the Clayton Act, 15 U.S.C. § 18a.

XI. No Reacquisition

IT IS FURTHER ORDERED that for a period of 10 years from the date this Order is

issued, Respondent Sevita shall not acquire, directly or indirectly, through subsidiaries or

otherwise, any leasehold, ownership interest, or any other interest, in whole or in part, in any

Divestiture Facility.

XII. Compliance Reports

IT IS FURTHER ORDERED that:

Respondent Sevita shall:

Notify Commission staff via email at bccompliance@ftc.gov of the Acquisition

Date and the Divestiture Date no later than 5 days after the occurrence of each;

and

Submit the Divestiture Agreement to the Commission at

ElectronicFilings@ftc.gov and bccompliance@ftc.gov no later than 30 days after

the Divestiture Date.

Respondent Sevita shall file verified written reports (“Compliance Reports”) in

accordance with the following:

Respondent Sevita shall submit:

Interim Compliance Reports 30 days after this Order is issued, and every

60 days thereafter until Respondent Sevita has complied fully with Section

II of this Order;

Annual Compliance Reports one year after the date this Order is issued,

and annually thereafter for the next 9 years on the anniversary of that date;

and

Additional Compliance Reports as the Commission or its staff may

request.

Each Compliance Report shall contain sufficient information and documentation

to enable the Commission to determine independently whether Respondent Sevita

is in compliance with this Order. Conclusory statements that Respondent Sevita

has complied with its obligations under this Order are insufficient. Respondent

Sevita shall include in its Compliance Reports, among other information or

documentation that may be necessary to demonstrate compliance, a full

description of the measures Respondent Sevita has implemented or plans to

implement to ensure that it has complied or will comply with each Section of this

Order.

For a period of 5 years after filing a Compliance Report, Respondent Sevita shall

retain all material written communications with each party identified in each

Compliance Report and all non-privileged internal memoranda, reports, and

recommendations concerning fulfilling Respondent Sevita’s obligations under this

Order during the period covered by such Compliance Report. Respondent Sevita

shall provide copies of these documents to Commission staff upon request.

Respondent Sevita shall verify each Compliance Report in the manner set forth in

28 U.S.C. § 1746 by the Chief Executive Officer or another officer or employee

specifically authorized to perform this function. Respondent Sevita shall file its

Compliance Reports with the Secretary of the Commission at

ElectronicFilings@ftc.gov and the Compliance Division at

bccompliance@ftc.gov, as required by Commission Rule 2.41(a), 16 C.F.R. §

2.41(a). In addition, Respondent Sevita shall provide a copy of each Compliance

Report to the Monitor if the Commission has appointed one in this matter.

XIII. Change in Respondent

IT IS FURTHER ORDERED that Respondent Sevita shall notify the Commission at

least 30 days prior to:

The proposed dissolution of National Mentor Holdings, Inc.;

The proposed acquisition, merger, or consolidation of National Mentor Holdings, Inc.; or

Any other change in Respondent Sevita, including assignment and the creation, sale, or

dissolution of subsidiaries, if such change may affect compliance obligations arising out

of this Order.

XIV. Access

IT IS FURTHER ORDERED that, for purposes of determining or securing compliance

with this Order, and subject to any legally recognized privilege, upon written request and 5 days

notice to Respondent Sevita, made to its principal place of business as identified in this Order,

registered office of its United States subsidiary, or its headquarters office, Respondent Sevita

shall, without restraint or interference, permit any duly authorized representative of the

Commission:

Access, during business office hours of Respondent Sevita and in the presence of

counsel, to all facilities and access to inspect and copy all business and other records and

all documentary material and electronically stored information as defined in Commission

Rules 2.7(a)(1) and (2), 16 C.F.R. § 2.7(a)(1) and (2), in the possession or under the

control of Respondent Sevita related to compliance with this Order, which copying

services shall be provided by Respondent Sevita at the request of the authorized

representative of the Commission and at the expense of Respondent Sevita; or

To interview officers, directors, or employees of Respondent Sevita, who may have

counsel present, regarding such matters.

xv. Purpose

IT IS FURTHER ORDERED that the purpose of this Order is to ensure the continued

use of the Divestiture Facility Assets in the same Facility Business in which such assets were

engaged at the time of the announcement of the Acquisition by Respondents and to remedy the

lessening of competition resulting from the Acquisition as alleged in the Commission’s

Complaint.

XVI. Term

issued.

IT IS FURTHER ORDERED that this Order shall terminate 10 years from the date it is

By the Commission.

April J. Tabor

Secretary

SEAL

ISSUED:

NONPUBLIC APPENDIX A

[Divestiture Agreement]

[Redacted From the Public Record Version, But Incorporated By Reference]

APPENDIX B

List of Divested Locations

ICF/IDD Locations

Address

5662 North Crestview Avenue

8337 North College

3606 North Highwoods Drive

4002 North Moller Road

3201 Davis Road

4313 East 46th Street

3031 East Kessler Boulevard

1221 Warren Drive

926 South 10th Street

124 Black Hawk Lane

3938 Prange Avenue

7044 Castle Manor Drive

3025 Green Hills Lane South

3705 East 116th Street

2715 Rockford Lane

417 West Walnut Street

211 West Third Street

102 Oak Tree Court

1221 East County Road 75 North

5625 East 56th Street

7555 North Grandview Drive

10606 Haverstick Road

1926 West 75th Place

7310 East 55th Street

6338 North Graham Road

7085 North Allisonville Road

3107 Hensel Drive

3142 62nd Place East

4949 Hayes Street

1406 West Tarkington Drive

645 East Bridge Street

82 Benny Lane

511 Country Club Lane

1012 Parkway Drive

373 South Baldwin Street

23 Skyview Drive

1650 East Jefferson Street

699 Graham Street

City

Indianapolis

Lafayette

West Lafayette

Lafayette

Indianapolis

Carmel

Kokomo

Peru

Logansport

Indianapolis

Carmel

Indianapolis

Carmel

Hobart

Gary

Greensburg

Brownstown

North Vernon

Anderson

Bargersville

Anderson

Franklin

State

Zip

46220

46240

46222

46254

46239

46226

46220

47905

47906

47905

46214

46222

46033

46902

46901

46970

46947

46226

46260

46033

46260

46226

46220

46033

46342

46408

47240

47220

47265

46011

46012

46017

46131

Address

568 Yorktown Road

201 North Manngrove Lane

4312 West Hummingbird Way

1015 South 14th Street

1206 South Main Street

1503 Washington Street

1803 Riley Road

2234 Q Avenue

10311 East Jackson Street

11 Gloria Drive

38 Ryan Drive

701 Riley Boulevard

4812 W State Rd. 45

110 West Pike Street

369 West Washington

359 W 47th Street (4654 Cornelius)

11 Washington Street

84 South Walnut Street

1603 S Lynhurst Drive

4155 W Ray Street

114 S Chestnut Street

144 Maple Street

642 Belmont Drive

1334 Francis Harriet Drive

12453 Parnell

8947 G.R.S.I. Avenue

2835 Magellan Drive

12776 Arlingford Avenue

15626 Confederate Avenue

11055 Mollylea Drive

13231 Wenham Avenue

4532 Inchbrook Drive

4221 Rocky Mountain Road

610 Magnolia Street

9929 Glerma Street

9131 West Darryl Parkway

10131 Grandeur Drive

104 Patricia Lane

1041 East 44th Street

1260 Highway 29 West

12800 Daniel Boone Drive

1315 Baylor Blvd

1405 Jefferson Street

1406 West Pecan

City

Greenwood

Muncie

New Castle

Selma

Trafalgar

Bedford

Bloomington

Martinsville

Morgantown

Indianapolis

Brownsburg

Danville

Indianapolis

Huntingburg

Lynville

Evansville

Baton Rouge

Jennings

Baton Rouge

Conroe

San Angelo

Bertram

Austin

Big Spring

Bastrop

Cedar Park

State

Zip

46142

47303

47304

47362

46774

47383

46181

47421

47403

46151

46160

46208

46112

46122

46241

47542

47619

47711

70815

70810

70816

70815

70817

70815

70816

70814

70546

70810

70815

77301

76903

78605

78737

79720

78602

78613

Address

1420 Holly Street

1512 Gracy Farms Lane

1513 Bluebonnet

1706 Idaho

1760 Sams Way

2012 Judy Lane

206 Charles Barker Avenue

2223 North Thompson Street

2301 Olive Circle

2304 Dijon

2507 Bois D Arc Lane

2601 Henderson Lane

2706 Watson

2810 Sheridan

28902 Enchanted Drive

313 Sunset Drive

314 Ravenhead Drive

3509 Convict Hill Rd

3602 Windsor Drive

3895 Cheryl Drive

3905 28th Street

407 County Road 320

42 Terrace Drive

4314 Ponca Street

4415 Jerry Drive

4508 Keota Drive

4902 Burning Tree

5010 Ada Street

5125 McAnelly Drive

5126 Bosworth Street

5205 Meadow Place Drive

535 Carnahan Place

5965 Navajo Trail

611 Pomegranate Pass

6270 Carnation Drive

63 State Highway 75 N

648 West Cedar

705 Kincheloe Street

706 Maplewood Street

802 Lee Street

8106 US 290 West

8255 Shiloh Drive

9640 Meadowick Drive

9734 Shell Rock Road

City

Liberty

Austin

Marble Falls

San Angelo

Beaumont

Pasadena

Cleveland

Conroe

Baytown

Cedar Park

Deer Park

San Angelo

Port Arthur

Shenandoah

Burnet

Houston

Austin

Deer Park

Beaumont

Port Arthur

Bertram

San Angelo

Pasadena

Beaumont

Austin

Baytown

Beaumont

Houston

La Porte

Beaumont

Cedar Park

Beaumont

Huntsville

Bertram

Burnet

Baytown

Cleveland

Austin

Beaumont

La Porte

State

Zip

77575

78758

78654

76904

77706

77502

77327

77303

77520

78613

77536

76903

77640

77381

78611

77034

78749

77536

77713

77642

78605

76905

77504

77703

78749

77521

77708

77017

77571

77707

77708

78613

77703

77320

78605

78611

77520

77327

78735

77706

77571

Address

7740 North Allisonville Road

101 Third Street/217 South St

City

Indianapolis

Mamou

State

Zip

46250

70554

State

Zip

46250

46224

46131

46016

47403

47715

47274

47905

47362

46410

46901

70816

77017

77701

70554

State

Zip

70816

Day Program Locations

Address

8455 Castlewood Drive, Suites J & K

5610 Crawfordsville Road, Suite 800

2625 North Hurricane Road

1607 S Scatterfield Road, Suite A

1917 Liberty Drive

5401 Vogel Road, Suite 910-940

820, 822 & 824 E Tipton Street

22 Executive Drive

501 Broad Street

8368 Louisiana Avenue

637 S Reed Road

4606 Sherwood Commons Blvd.

4115 Galveston Road

2750 South 4th Street

101 Third Street/217 South St

City

Indianapolis

Franklin

Anderson

Bloomington

Evansville

Seymour

Lafayette

New Castle

Merrillville

Kokomo

Baton Rouge

Houston

Beaumont

Mamou

Office Location

Address

2645 O'Neal Lane, Building A, Suite A

City

Baton Rouge

NONPUBLIC APPENDIX C

[List of Retained Assets]

[Redacted From the Public Record Version, But Incorporated By Reference]

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.