Contract analysis

I. IOSA DOES NOT SATISFY THE REQUIREMENTS FOR INTERVENTION AS OF RIGHT UNDER RULE 24(a)(2) A. Legal Standard for Intervention as of Right. Federal Rule of Civil Procedure 24(a)(2) provides that a court must permit anyone to intervene who, on timely motion, "claims an interest relating to the property or transaction that is the subject of the action, and is so situated that disposing of the action may as a practical m

II. THE COURT SHOULD DENY PERMISSIVE INTERVENTION UNDER RULE 24(b) A. Legal Standard for Permissive Intervention. Under Rule 24(b)(1)(B), a court may, in its discretion, permit anyone to intervene who "has a claim or defense that shares with the main action a common question of law or fact." Unlike intervention as of right, permissive intervention is entirely discretionary. The court "must consider whether the interv

III. ALTERNATIVELY, IF THE COURT IS INCLINED TO PERMIT ANY PARTICIPATION, IT SHOULD BE LIMITED TO AMICUS CURIAE STATUS If the Court determines, notwithstanding the foregoing, that IOSA's perspective on seller-side issues could be useful, Defendants respectfully submit that the appropriate vehicle for such participation is amicus curiae status — not full intervention as a party. The distinction between amicus curiae a

1. Any amicus brief should be filed on or before August 11, 2025 — the same date as Defendants' opposition to the FTC's motion — so that it does not disrupt the briefing schedule.

2. Any amicus brief should be subject to a reasonable page limit (Defendants suggest no more than 15 pages) to ensure that the brief is focused and does not impose undue burden on the parties or the Court.

3. IOSA should not be permitted to conduct any discovery, depose any witnesses, serve any document requests or interrogatories, or file any motions other than its amicus brief.

4. IOSA should not be permitted to participate in the September 8, 2025 evidentiary hearing as a party — including through the presentation of witnesses, cross-examination of the parties' witnesses, or oral argument — unless separately invited by the Court.

5. IOSA's amicus brief should be limited to issues related to the seller-side effects of the merger and should not address procedural matters, discovery disputes, or other issues outside the scope of the merits of the FTC's preliminary injunction motion. These conditions would allow IOSA to place its perspective before the Court in a manner that is consistent with the interests of judicial efficiency, respects the ex

1. IOSA's motion to intervene as of right under Federal Rule of Civil Procedure 24(a)(2) is DENIED.

2. IOSA's motion for permissive intervention under Federal Rule of Civil Procedure 24(b) is DENIED.

3. The existing Case Management and Scheduling Order (Dkt. 28) remains in full force and effect, and the evidentiary hearing on the FTC's motion for preliminary injunction shall proceed as scheduled on September 8, 2025. IT IS SO ORDERED. Dated: ________ ________________________________________ HONORABLE RICHARD A. JOHANNSEN United States District Judge Western District of Washington Page TABLE OF AUTHORITIES | iii P

I. IOSA DOES NOT SATISFY THE REQUIREMENTS FOR INTERVENTION AS OF RIGHT UNDER RULE 24(a)(2) | 12 A. Legal Standard for Intervention as of Right | 12 B. IOSA's Motion Is Untimely | 14 C. IOSA Lacks a Legally Cognizable Interest Sufficient for Intervention as of Right | 18 D. IOSA's Interests Are Adequately Represented by the FTC | 21 E. Disposition of This Action Will Not Impair IOSA's Ability to Protect Its Interests

II. THE COURT SHOULD DENY PERMISSIVE INTERVENTION UNDER RULE 24(b) | 28 A. Legal Standard for Permissive Intervention | 28 B. Intervention Would Cause Undue Delay and Prejudice to Defendants | 29 C. IOSA's Participation Would Not Meaningfully Assist the Court | 33

III. ALTERNATIVELY, IF THE COURT IS INCLINED TO PERMIT ANY PARTICIPATION, IT SHOULD BE LIMITED TO AMICUS CURIAE STATUS | 35 CONCLUSION | 38 CERTIFICATE OF SERVICE | 40 PROPOSED ORDER | 41 Page(s) Arakaki v. Cayetano, 324 F.3d 1078 (9th Cir. 2003) | 13, 22, 23 Callahan v. Brookdale Senior Living Communities, Inc., 863 F.3d 1110 (9th Cir. 2017) | 13, 14 Citizens for Balanced Use v. Montana Wilderness Ass'n, 647 F.3d 89