1038-00001 · Cascade Retail Holdings · Correspondence

joint-status-report.docx DOCUMENT Antitrust

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UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON SEATTLE DIVISION

JOINT STATUS REPORT

I. INTRODUCTION

Plaintiff Federal Trade Commission ("FTC" or "Commission") and Defendants Cascade Retail Holdings Inc. ("Cascade") and Pinnacle Market Group Inc. ("Pinnacle") (collectively, "Defendants," and together with the FTC, the "Parties") respectfully submit this Joint Status Report pursuant to the Court's order entered at the initial case management conference held on July 14, 2025. The Parties submit this report to apprise the Court of the current status of the proceedings, the anticipated course of discovery and motion practice, and a proposed schedule for the upcoming preliminary injunction evidentiary hearing.

Plaintiff Federal Trade Commission is represented in this matter by Claire Dunmore, Lead Trial Attorney; Samuel Ortega, Senior Trial Counsel; and Rebecca Yun, Staff Attorney, all of the Bureau of Competition, Mergers IV Division, Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580.

Defendant Cascade Retail Holdings Inc. is represented by Howard Bellamy, Responsible Partner, and Elaine Forsythe, Billing Partner, together with Elliot Nguyen, Lead Associate, and Aaron Liu, Working Associate, of Calderwood & Harkness LLP, 1401 K Street NW, Suite 1200, Washington, D.C. 20005. Calderwood & Harkness has also designated local counsel admitted to practice in the Western District of Washington at the firm's Seattle office, located at 901 Fifth Avenue, Suite 4100, Seattle, Washington 98164.

Defendant Pinnacle Market Group Inc. is represented by Diana Whitfield, Lead Partner, and Kenneth Oshiro, Senior Associate, of Whitfield, Greer & Tanaka LLP, 100 Congress Avenue, Suite 2200, Austin, Texas 78701.

Summary of the Matter. On June 23, 2025, the FTC filed its Complaint for Temporary Restraining Order and Preliminary Injunction in this Court, seeking a preliminary injunction under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to block the proposed acquisition of Pinnacle by Cascade — a $4.7 billion all-cash transaction. The Commission simultaneously commenced an administrative proceeding before the FTC, designated as FTC Docket No. 9438, in which an administrative complaint was filed on June 20, 2025. The Commission authorized this enforcement action by a vote of 3–2.

II. BACKGROUND OF THE TRANSACTION

To provide the Court with necessary context for the scheduling and case management issues addressed herein, the Parties set forth the following summary of the underlying transaction.

On March 14, 2025, Cascade and Pinnacle entered into an Agreement and Plan of Merger (the "Merger Agreement"). The transaction was publicly announced on March 17, 2025, when Cascade filed a Current Report on Form 8-K with the United States Securities and Exchange Commission.

Structure. The proposed transaction is structured as an all-cash reverse triangular merger. CRH Merger Sub Inc., a wholly owned subsidiary of Cascade formed solely for the purpose of effectuating the merger, will merge with and into Pinnacle, with Pinnacle surviving as a wholly owned subsidiary of Cascade. Pursuant to the Merger Agreement, each outstanding share of Pinnacle common stock will be converted into the right to receive $26.85 per share in cash, without interest. Based on the approximately 175,047,319 shares of Pinnacle common stock outstanding as of the date of the Merger Agreement, the aggregate merger consideration totals approximately $4.7 billion.

Financing. The merger consideration will be funded through a combination of (a) approximately $1.9 billion in cash on hand from Cascade's balance sheet, and (b) $2.8 billion in borrowings under a senior secured term loan B facility arranged by Whitmore National Bank, N.A., pursuant to a commitment letter dated March 12, 2025. The financing commitment is subject to customary conditions.

HSR Filing. The Parties filed their respective Premerger Notification and Report Forms pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a, on April 2, 2025 (Transaction No. HSR-20250402-0347).

Second Request. The FTC issued a request for additional information and documentary material (the "Second Request") on May 7, 2025, pursuant to 16 C.F.R. § 803.20 (File No. 251-0089). The Parties substantially complied with the Second Request, and compliance was certified on June 10, 2025. The statutory waiting period under the HSR Act expired following certification.

Outside Date. Under the Merger Agreement, the "Outside Date" for consummation of the transaction is March 14, 2026. The Merger Agreement provides for an automatic three-month extension of the Outside Date to June 14, 2026, if the sole remaining unsatisfied closing condition as of March 14, 2026 is the receipt of antitrust regulatory clearance or the absence of a legal restraint relating to antitrust matters.

III. STATUS OF PLEADINGS

The FTC's Complaint for Temporary Restraining Order and Preliminary Injunction was filed in this Court on June 23, 2025. The Complaint alleges that the proposed merger would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, and Section 5 of the FTC Act, 15 U.S.C. § 45, by substantially lessening competition in certain relevant markets for online marketplace platform services.

Defendant Cascade filed its Answer on July 7, 2025, denying the FTC's allegations regarding relevant market definition and anticompetitive effects and asserting affirmative defenses, including, among others, that the FTC has defined the relevant product market too narrowly, that the transaction will generate substantial procompetitive efficiencies, and that the FTC has failed to demonstrate a likelihood of success on the merits or that the equities favor injunctive relief.

Defendant Pinnacle filed its Answer on July 7, 2025, joining in and incorporating by reference Cascade's denials and affirmative defenses, and further denying the material allegations of the Complaint to the extent specifically directed at Pinnacle.

The Parties note that Cascade and Pinnacle have entered into a Joint Defense and Common Interest Agreement dated July 1, 2025, pursuant to which the Defendants have agreed to share certain litigation-related information, work product, and communications in connection with this proceeding and the related FTC administrative proceeding (Docket No. 9438), subject to the terms and protections set forth therein.

IV. PENDING AND ANTICIPATED MOTIONS

A. FTC's Motion for Preliminary Injunction

The FTC's motion for a preliminary injunction constitutes the central pending motion in this proceeding. The FTC seeks an order under Section 13(b) of the FTC Act, 15 U.S.C. § 53(b), preliminarily enjoining the consummation of the proposed merger pending the resolution of the FTC's administrative proceeding before the Commission (Docket No. 9438). The FTC filed its Memorandum in Support of its Motion for Preliminary Injunction contemporaneously with the Complaint on June 23, 2025. The motion is fully briefed on the FTC's side and awaits Defendants' opposition and the Court's scheduling of an evidentiary hearing, as further discussed in Section V below.

B. Defendants' Anticipated Filings

Defendants intend to file a Memorandum in Opposition to the FTC's Motion for Preliminary Injunction, in which Defendants will challenge the FTC's proposed relevant market definition, contest the FTC's claims of likely anticompetitive effects, present evidence of procompetitive efficiencies, and argue that the FTC has failed to satisfy the applicable standard for injunctive relief under Section 13(b).

In addition, Defendants anticipate filing a Motion to Exclude Expert Testimony pursuant to Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (1993), and Federal Rule of Evidence 702, directed at certain opinions of the FTC's designated economic expert, Dr. Wallace Keenan of Thornfield Research Group. Defendants contend that certain aspects of Dr. Keenan's anticipated testimony — including his methodology for defining the relevant product market and his analysis of competitive effects — do not satisfy the requirements of Rule 702 and Daubert. Defendants will address the timing of this motion in connection with the proposed schedule set forth below.

Defendants further reserve the right to file additional motions, including but not limited to motions in limine, as discovery progresses and the evidentiary record develops.

C. IOSA Motion to Intervene

The Parties note that a non-party, the Independent Online Sellers Alliance ("IOSA"), represented by Galloway & Peck LLP (Martina Galloway, Lead Partner), has indicated its intention to file a motion to intervene pursuant to Federal Rule of Civil Procedure 24 or, in the alternative, to seek leave of the Court to submit an amicus curiae brief in support of the FTC's position. IOSA is a trade association representing independent third-party sellers on various online marketplace platforms. The Parties have differing views on the appropriateness of intervention:

The FTC's Position: The FTC takes no position on IOSA's potential intervention at this time. The FTC reserves the right to respond to any motion filed by IOSA after reviewing its content and scope.

Defendants' Position: Defendants intend to oppose any motion to intervene filed by IOSA on the grounds that (a) IOSA's interests are adequately represented by the FTC, which is charged with acting in the public interest; (b) intervention would unduly complicate and delay these already expedited proceedings; and (c) IOSA has failed to demonstrate that it possesses a legally protectable interest sufficient to warrant intervention as of right under Rule 24(a)(2). To the extent IOSA seeks permissive intervention under Rule 24(b) or seeks to file an amicus brief, Defendants submit that any such participation should be strictly limited in scope and subject to the constraints of the expedited schedule.

V. PROPOSED SCHEDULE FOR PRELIMINARY INJUNCTION PROCEEDINGS

The Parties have conferred in good faith regarding a proposed schedule for the preliminary injunction proceedings and respectfully propose the following dates for the Court's consideration and approval:

The Parties agree that the evidentiary hearing on the FTC's Motion for Preliminary Injunction is expected to last approximately five (5) court days, with each side anticipated to require approximately two and one-half (2.5) court days for the presentation of its case-in-chief, including direct and cross-examination of witnesses and the presentation of documentary and demonstrative evidence.

Defendants note the urgency of these proceedings given the constraints imposed by the Merger Agreement. The Outside Date for the consummation of the transaction is March 14, 2026, subject to an automatic three-month extension to June 14, 2026 if the sole unsatisfied condition is antitrust clearance. Moreover, if the transaction fails to close due to the failure to obtain regulatory antitrust clearance, Cascade is obligated to pay a reverse termination fee of $282 million to Pinnacle pursuant to Section 8.3(b) of the Merger Agreement. Defendants therefore respectfully urge the Court to adhere as closely as practicable to the proposed schedule to permit timely adjudication of the FTC's motion.

VI. STATUS OF DISCOVERY

A. Initial Disclosures

All Parties have served or will promptly serve their initial disclosures pursuant to Federal Rule of Civil Procedure 26(a)(1). The FTC served its initial disclosures on July 10, 2025. Cascade served its initial disclosures on July 11, 2025, and Pinnacle served its initial disclosures on July 11, 2025.

Cascade's initial disclosures identify, among others, the following key individuals likely to possess discoverable information relevant to the claims and defenses in this action: Margaret Thornberry (Chief Executive Officer and Chairwoman of the Board of Directors), David Ruan (President and Chief Operating Officer), Sonia Alvarez-Kirk (Chief Financial Officer), Jerome Weston (General Counsel and Corporate Secretary), and Patricia Delacroix (Senior Vice President, Marketplace and Platform Strategy). Additional individuals identified in Cascade's initial disclosures include personnel in the company's corporate development, finance, logistics, and technology divisions.

B. Written discovery

Defendants intend to serve their First Set of Interrogatories and First Set of Requests for Production of Documents on the FTC. Defendants anticipate that their written discovery will address, among other topics, the FTC's investigation, its basis for the proposed relevant market definition, communications with third parties including competitors and trade associations, and the factual bases for the FTC's allegations concerning anticompetitive effects.

The FTC has indicated that it intends to serve written discovery on both Defendants, directed at topics including the competitive rationale for the transaction, internal analyses of competitive conditions, documents relating to pricing and seller relationships, and integration planning materials.

The Parties anticipate the need for expedited discovery procedures given the compressed schedule leading to the September 8, 2025 evidentiary hearing. The Parties will confer regarding shortened response times for interrogatories and document requests and, if necessary, will present any disputes regarding discovery timing to the Court for resolution.

C. Third-Party discovery

Defendants anticipate issuing third-party subpoenas duces tecum pursuant to Federal Rule of Civil Procedure 45 to competitors and other market participants. Defendants currently anticipate seeking documents and testimony from, among others:

• Vertex Commerce Inc., 2100 North First Street, San Jose, California 95131; and

• Nomad Shops LLC, 45 Main Street, Suite 700, Brooklyn, New York 11201.

Defendants anticipate that their third-party subpoenas will seek documents regarding marketplace operations, competitive strategies, seller acquisition and retention data, pricing and commission structures, and communications with the FTC during the investigatory phase of this matter.

The FTC may also seek third-party discovery from market participants and other entities. The Parties will endeavor to coordinate the scheduling of any third-party depositions to avoid unnecessary burden on non-parties and to ensure that third-party discovery is completed within the compressed discovery schedule.

D. Depositions. The Parties anticipate conducting depositions of key fact witnesses and designated corporate representatives pursuant to Federal Rule of Civil Procedure 30(b)(6) from all Parties. The FTC has designated Claire Dunmore, Lead Trial Attorney, as one of its Rule 30(b)(6) representatives on, among other topics, the Commission's theory of market definition.

Defendants anticipate deposing FTC staff involved in the investigation and prosecution of this matter, including potentially Dr. Nathaniel Hargrove, staff economist in the Bureau of Economics, who participated in the Commission's economic analysis of the proposed transaction.

The FTC anticipates deposing Cascade and Pinnacle executives and key personnel involved in the negotiation, analysis, and planning of the proposed transaction, including those individuals identified in Cascade's initial disclosures and corresponding officers and employees of Pinnacle.

Given the compressed schedule, the Parties will confer in good faith regarding a mutually agreeable deposition calendar and will attempt to prioritize depositions of the most critical witnesses to ensure that all necessary deposition testimony is obtained prior to the close of fact discovery on August 4, 2025.

E. Document Production and Privilege Issues

Cascade notes that it has already produced a substantial volume of documents to the FTC in connection with the Second Request compliance process, including documents relating to strategic planning, market analyses, competitive assessments, transaction rationale, board materials, and ordinary-course business records. Cascade certified substantial compliance with the Second Request on June 10, 2025. Cascade will supplement its document production as needed for litigation discovery purposes to ensure completeness and responsiveness to any additional discovery requests.

The Parties agree to negotiate and submit to the Court for approval a proposed stipulated protective order governing the treatment of confidential business information produced in the course of discovery, including financial data, seller data, internal strategic documents, and other competitively sensitive materials. The Parties expect to submit the proposed protective order within the timeframe discussed in Section IX.A below.

Each Party will maintain a privilege log in accordance with Federal Rule of Civil Procedure 26(b)(5), identifying documents or communications withheld from production on the basis of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection. The Parties will confer regarding the format and timing of privilege log exchanges, and any disputes regarding privilege assertions will be brought to the Court's attention promptly.

VII. EXPERT WITNESSES

The Parties agree that expert reports shall be exchanged simultaneously on August 18, 2025, with rebuttal expert reports due on August 29, 2025.

Defendants' Testifying Expert. Defendants have retained Dr. Priya Ramanathan, Managing Director, Brindoval Analytics LLC, 1700 Pennsylvania Avenue NW, Suite 550, Washington, D.C. 20006, as their testifying economic expert. Dr. Ramanathan will offer opinions on relevant product and geographic market definition, competitive effects analysis, the significance of entry and expansion by new and existing competitors, and the procompetitive efficiencies generated by the proposed transaction.

FTC's Testifying Expert. The FTC has designated Dr. Wallace Keenan, Thornfield Research Group, 1515 Wilson Boulevard, Suite 300, Arlington, Virginia 22209, as its testifying economic expert. Dr. Keenan will offer opinions on relevant product and geographic market definition, market concentration and Herfindahl-Hirschman Index ("HHI") analysis, unilateral and coordinated competitive effects, and the likely impact of the proposed merger on competition in the alleged relevant market.

The FTC's internal staff economist, Dr. Nathaniel Hargrove, Bureau of Economics, Federal Trade Commission, may also provide testimony at the evidentiary hearing regarding the economic analyses conducted by the Bureau of Economics during the investigation of the proposed transaction.

Any Daubert motions challenging the admissibility of expert testimony shall be addressed by the Court in connection with the evidentiary hearing or on a pre-hearing schedule to be determined by the Court. The Parties will confer regarding the appropriate timing and procedure for the resolution of such motions and will seek the Court's guidance if the Parties are unable to reach agreement.

VIII. SUMMARY OF THE PARTIES' POSITIONS

To assist the Court in its case management, the Parties provide the following brief summary of their respective positions on the merits of the FTC's Motion for Preliminary Injunction.

A. The FTC's Position

The FTC alleges that the proposed merger of Cascade and Pinnacle would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, by substantially lessening competition in the market for "online marketplace platform services for third-party sellers in the United States." The FTC contends that this is a distinct relevant product market, separate from broader e-commerce or direct-to-consumer retail, because online marketplace platforms — which serve as intermediaries connecting third-party sellers with consumers — exhibit distinct competitive characteristics, pricing structures, and demand-side substitution patterns.

The FTC contends that the combined Cascade-Pinnacle entity would hold a 38.3% share of the relevant market as measured by gross merchandise value ("GMV"), reflecting Cascade's CascadeMarket platform at 8.2% and Pinnacle's platform at 30.1%. The FTC alleges that the post-merger HHI in the relevant market would be 2,856, representing an increase of 495 points from the pre-merger HHI of 2,361. Under the 2023 Merger Guidelines, a post-merger HHI exceeding 2,500 with an increase of more than 200 points creates a presumption that the merger is anticompetitive, a threshold the FTC contends is exceeded here.

The FTC's theory of competitive harm centers on the elimination of head-to-head competition between two of the four significant online marketplace platforms operating in the United States. According to the FTC, the merger would enable the combined entity to increase "take rates" (i.e., the commissions, fees, and charges imposed on third-party sellers for use of the platform), reduce seller services, and diminish innovation in platform features and functionality, to the detriment of the approximately 227,000 combined active third-party sellers on both platforms. The FTC further contends that these harms would ultimately be passed through to consumers in the form of higher prices and reduced product range.

The FTC contends that it has satisfied the standard for a preliminary injunction under Section 13(b) of the FTC Act, which requires the FTC to demonstrate that it has "reason to believe" that the merger would violate Section 7 of the Clayton Act, and that a preliminary injunction would be in the public interest. The FTC submits that a weighing of the equities favors injunctive relief to preserve competition pending the administrative proceeding.

B. Defendants' Position

Defendants contend that the FTC has failed to meet its burden for a preliminary injunction under Section 13(b) and that the proposed merger is procompetitive and lawful.

Market Definition. Defendants contend that the FTC's proposed relevant market — "online marketplace platform services for third-party sellers in the United States" — is artificially narrow and fails to account for the competitive realities of the modern e-commerce landscape. Defendants submit that the appropriate relevant market encompasses all e-commerce retail, including direct-to-consumer e-commerce channels, social commerce, and hybrid models. Within this broader market, the combined entity's share of total U.S. e-commerce GMV (which exceeded $757 billion in 2024) would be approximately 7.3%, including Cascade's direct-to-consumer e-commerce operations, or approximately 1.9% when measuring only marketplace GMV — market shares far below any threshold that would support an inference of anticompetitive effect.

Procompetitive Efficiencies. Defendants further contend that the proposed transaction will generate substantial merger-specific procompetitive efficiencies totaling an estimated $340 million annually by Year 3 post-closing. These efficiencies consist of (a) approximately $195 million in logistics and fulfillment cost savings resulting from the integration of Pinnacle's third-party sellers into Cascade's existing 22-warehouse fulfillment network, and (b) approximately $145 million in technology and platform synergies arising from the consolidation and improvement of technology infrastructure, data analytics capabilities, and seller tools. Defendants contend that these efficiencies are verifiable, merger-specific, and would be passed through to sellers and, ultimately, to consumers in the form of reduced fees and improved services.

Weakening Competitor. Defendants contend that Pinnacle is a weakening competitor whose competitive significance has been declining in recent years. Pinnacle's GMV growth rate has decelerated from 28% year-over-year in 2022 to 9% year-over-year in 2024, while its seller churn rate — the percentage of active sellers leaving the platform annually — has increased from 12% in 2022 to 21% in 2024. Defendants submit that these trends undermine the FTC's theory that Pinnacle is a significant competitive force whose independent existence is necessary to maintain competition in the relevant market.

Low Entry Barriers. Defendants contend that barriers to entry in online marketplace services are low, as demonstrated by the recent launch and growth of new platforms including Brevity Social Commerce Inc. (launched in 2023) and Trove Marketplace Inc. (launched in 2024), both of which have rapidly gained seller adoption and consumer traction. The ease with which new entrants can and do enter the market further undermines the FTC's claims of likely anticompetitive effects.

For all of these reasons, Defendants respectfully submit that the FTC has not met its burden under Section 13(b) of the FTC Act to obtain a preliminary injunction, and that the merger should be permitted to proceed.

IX. OTHER MATTERS

A. Proposed Protective Order

The Parties are currently negotiating a stipulated protective order to govern the treatment of confidential business information produced during the course of discovery in this proceeding. The protective order will address the designation, handling, and use of materials designated as "Confidential" and "Highly Confidential — Attorneys' Eyes Only," including financial data, seller data, pricing information, and internal strategic documents. The Parties expect to submit the proposed protective order to the Court for approval within seven (7) days of the filing of this Joint Status Report — i.e., by July 21, 2025. In the event the Parties are unable to reach agreement on the terms of the protective order within that timeframe, the Parties will promptly advise the Court and seek resolution of any outstanding disputes.

B. Coordination with Administrative Proceeding

The Parties note that the FTC's administrative proceeding (Docket No. 9438) is proceeding on a separate track before the Commission. An administrative trial is currently scheduled for March 2026 before Administrative Law Judge Patricia S. Harmon. Defendants reserve all rights with respect to the administrative proceeding, including the right to challenge the constitutionality, jurisdiction, and procedures of the FTC's administrative adjudicatory process. Discovery in this district court action is separate from, though may overlap with, discovery in the administrative proceeding. The Parties will endeavor to avoid duplication of effort where practicable and will confer regarding the coordination of deposition schedules and document production obligations across the two proceedings.

C. Courtroom Technology and Hearing Logistics

The Parties respectfully request that the Court advise regarding the courtroom technology available for the evidentiary hearing scheduled to commence on September 8, 2025, including the availability of electronic display systems (such as ELMO or similar document cameras), screens for the presentation of demonstrative exhibits and presentation slides, and real-time court reporting capabilities. The Parties anticipate presenting documentary exhibits, expert demonstratives (including economic models and charts), and possibly video deposition testimony during the evidentiary hearing.

As noted above, the Parties estimate that each side will require approximately two and one-half (2.5) court days for the presentation of its case-in-chief at the evidentiary hearing, for a total estimated hearing duration of approximately five (5) court days.

X. CONCLUSION

For the foregoing reasons, the Parties respectfully request that the Court enter a scheduling order consistent with the proposed dates set forth in Section V above, or such other schedule as the Court deems appropriate in light of the circumstances of this case and the Court's calendar. All Parties commit to compliance with the expedited discovery and briefing schedule and will endeavor to resolve discovery disputes cooperatively and without unnecessary resort to the Court.

Respectfully submitted this 14th day of July, 2025.

For Plaintiff Federal Trade Commission:

________________________________________

Claire Dunmore (D.C. Bar No. 487302) Lead Trial Attorney

Samuel Ortega (D.C. Bar No. 512109) Senior Trial Counsel

Rebecca Yun (D.C. Bar No. 539847) Staff Attorney

Bureau of Competition, Mergers IV Division Federal Trade Commission 600 Pennsylvania Avenue NW Washington, D.C. 20580 Telephone: (202) 326-2100 Facsimile: (202) 326-2884

Email: cdunmore@ftc.gov

For Defendant Cascade Retail Holdings Inc.:

________________________________________

Howard Bellamy (D.C. Bar No. 441078; WSBA No. 39124) Responsible Partner

Elaine Forsythe (D.C. Bar No. 469201) Billing Partner

Elliot Nguyen (D.C. Bar No. 518432) Lead Associate

Aaron Liu (D.C. Bar No. 527940) Working Associate

CALDERWOOD & HARKNESS LLP 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 955-6000 Facsimile: (202) 955-6001

Email: hbellamy@calderwoodharkness.com

Local Counsel: 901 Fifth Avenue, Suite 4100 Seattle, WA 98164 Telephone: (206) 442-7500

For Defendant Pinnacle Market Group Inc.:

________________________________________

Diana Whitfield (TX Bar No. 24087610; WSBA No. 48291, admitted pro hac vice) Lead Partner

Kenneth Oshiro (TX Bar No. 24102334; admitted pro hac vice) Senior Associate

WHITFIELD, GREER & TANAKA LLP 100 Congress Avenue, Suite 2200 Austin, TX 78701 Telephone: (512) 476-3200 Facsimile: (512) 476-3201

Email: dwhitfield@wgtlaw.com

CERTIFICATE OF SERVICE

I hereby certify that on July 14, 2025, a true and correct copy of the foregoing Joint Status Report was filed with the Clerk of Court using the CM/ECF system, which will send notification of such filing to all counsel of record registered to receive electronic notifications in this case.

________________________________________

Claire Dunmore Lead Trial Attorney Federal Trade Commission

FEDERAL TRADE COMMISSION,

Plaintiff,

Case No. 2:25-cv-01087-RAJ

The Honorable Richard A. Johannsen

CASCADE RETAIL HOLDINGS INC. and PINNACLE MARKET GROUP INC.,

Defendants.

Event	Proposed Date
Close of Fact discovery	August 4, 2025
Defendants' Opposition to FTC's Motion for Preliminary Injunction	August 11, 2025
Expert Reports Due (both sides, simultaneously)	August 18, 2025
FTC's Reply in Support of Motion for Preliminary Injunction	August 25, 2025
Rebuttal Expert Reports Due (both sides)	August 29, 2025
Defendants' Pre-Hearing Brief	On or before September 3, 2025
Preliminary Injunction Evidentiary Hearing Commences	September 8, 2025

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON SEATTLE DIVISION
JOINT STATUS REPORT
I. INTRODUCTION
Plaintiff Federal Trade Commission ("FTC" or "Commission") and Defendants Cascade Retail Holdings Inc. ("Cascade") and Pinnacle Market Group Inc. ("Pinnacle") (collectively, "Defendants," and together with the FTC, the "Parties") respectfully submit this Joint Status Report pursuant to the Court's order entered at the initial case management conference held on July 14, 2025. The Parties submit this report to apprise the Court of the current status of the proceedings, the anticipated course of discovery and motion practice, and a proposed schedule for the upcoming preliminary injunction evidentiary hearing.
Plaintiff Federal Trade Commission is represented in this matter by Claire Dunmore, Lead Trial Attorney; Samuel Ortega, Senior Trial Counsel; and Rebecca Yun, Staff Attorney, all of the Bureau of Competition, Mergers IV Division, Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580.
Defendant Cascade Retail Holdings Inc. is represented by Howard Bellamy, Responsible Partner, and Elaine Forsythe, Billing Partner, together with Elliot Nguyen, Lead Associate, and Aaron Liu, Working Associate, of Calderwood & Harkness LLP, 1401 K Street NW, Suite 1200, Washington, D.C. 20005. Calderwood & Harkness has also designated local counsel admitted to practice in the Western District of Washington at the firm's Seattle office, located at 901 Fifth Avenue, Suite 4100, Seattle, Washington 98164.
Defendant Pinnacle Market Group Inc. is represented by Diana Whitfield, Lead Partner, and Kenneth Oshiro, Senior Associate, of Whitfield, Greer & Tanaka LLP, 100 Congress Avenue, Suite 2200, Austin, Texas 78701.
Summary of the Matter. On June 23, 2025, the FTC filed its Complaint for Temporary Restraining Order and Preliminary Injunction in this Court, seeking a preliminary injunction under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to block the proposed acquisition of Pinnacle by Cascade — a $4.7 billion all-cash transaction. The Commission simultaneously commenced an administrative proceeding before the FTC, designated as FTC Docket No. 9438, in which an administrative complaint was filed on June 20, 2025. The Commission authorized this enforcement action by a vote of 3–2.
II. BACKGROUND OF THE TRANSACTION
To provide the Court with necessary context for the scheduling and case management issues addressed herein, the Parties set forth the following summary of the underlying transaction.
On March 14, 2025, Cascade and Pinnacle entered into an Agreement and Plan of Merger (the "Merger Agreement"). The transaction was publicly announced on March 17, 2025, when Cascade filed a Current Report on Form 8-K with the United States Securities and Exchange Commission.
Structure. The proposed transaction is structured as an all-cash reverse triangular merger. CRH Merger Sub Inc., a wholly owned subsidiary of Cascade formed solely for the purpose of effectuating the merger, will merge with and into Pinnacle, with Pinnacle surviving as a wholly owned subsidiary of Cascade. Pursuant to the Merger Agreement, each outstanding share of Pinnacle common stock will be converted into the right to receive $26.85 per share in cash, without interest. Based on the approximately 175,047,319 shares of Pinnacle common stock outstanding as of the date of the Merger Agreement, the aggregate merger consideration totals approximately $4.7 billion.
Financing. The merger consideration will be funded through a combination of (a) approximately $1.9 billion in cash on hand from Cascade's balance sheet, and (b) $2.8 billion in borrowings under a senior secured term loan B facility arranged by Whitmore National Bank, N.A., pursuant to a commitment letter dated March 12, 2025. The financing commitment is subject to customary conditions.
HSR Filing. The Parties filed their respective Premerger Notification and Report Forms pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a, on April 2, 2025 (Transaction No. HSR-20250402-0347).
Second Request. The FTC issued a request for additional information and documentary material (the "Second Request") on May 7, 2025, pursuant to 16 C.F.R. § 803.20 (File No. 251-0089). The Parties substantially complied with the Second Request, and compliance was certified on June 10, 2025. The statutory waiting period under the HSR Act expired following certification.
Outside Date. Under the Merger Agreement, the "Outside Date" for consummation of the transaction is March 14, 2026. The Merger Agreement provides for an automatic three-month extension of the Outside Date to June 14, 2026, if the sole remaining unsatisfied closing condition as of March 14, 2026 is the receipt of antitrust regulatory clearance or the absence of a legal restraint relating to antitrust matters.
III. STATUS OF PLEADINGS
The FTC's Complaint for Temporary Restraining Order and Preliminary Injunction was filed in this Court on June 23, 2025. The Complaint alleges that the proposed merger would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, and Section 5 of the FTC Act, 15 U.S.C. § 45, by substantially lessening competition in certain relevant markets for online marketplace platform services.
Defendant Cascade filed its Answer on July 7, 2025, denying the FTC's allegations regarding relevant market definition and anticompetitive effects and asserting affirmative defenses, including, among others, that the FTC has defined the relevant product market too narrowly, that the transaction will generate substantial procompetitive efficiencies, and that the FTC has failed to demonstrate a likelihood of success on the merits or that the equities favor injunctive relief.
Defendant Pinnacle filed its Answer on July 7, 2025, joining in and incorporating by reference Cascade's denials and affirmative defenses, and further denying the material allegations of the Complaint to the extent specifically directed at Pinnacle.
The Parties note that Cascade and Pinnacle have entered into a Joint Defense and Common Interest Agreement dated July 1, 2025, pursuant to which the Defendants have agreed to share certain litigation-related information, work product, and communications in connection with this proceeding and the related FTC administrative proceeding (Docket No. 9438), subject to the terms and protections set forth therein.
IV. PENDING AND ANTICIPATED MOTIONS
A. FTC's Motion for Preliminary Injunction
The FTC's motion for a preliminary injunction constitutes the central pending motion in this proceeding. The FTC seeks an order under Section 13(b) of the FTC Act, 15 U.S.C. § 53(b), preliminarily enjoining the consummation of the proposed merger pending the resolution of the FTC's administrative proceeding before the Commission (Docket No. 9438). The FTC filed its Memorandum in Support of its Motion for Preliminary Injunction contemporaneously with the Complaint on June 23, 2025. The motion is fully briefed on the FTC's side and awaits Defendants' opposition and the Court's scheduling of an evidentiary hearing, as further discussed in Section V below.
B. Defendants' Anticipated Filings
Defendants intend to file a Memorandum in Opposition to the FTC's Motion for Preliminary Injunction, in which Defendants will challenge the FTC's proposed relevant market definition, contest the FTC's claims of likely anticompetitive effects, present evidence of procompetitive efficiencies, and argue that the FTC has failed to satisfy the applicable standard for injunctive relief under Section 13(b).
In addition, Defendants anticipate filing a Motion to Exclude Expert Testimony pursuant to Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (1993), and Federal Rule of Evidence 702, directed at certain opinions of the FTC's designated economic expert, Dr. Wallace Keenan of Thornfield Research Group. Defendants contend that certain aspects of Dr. Keenan's anticipated testimony — including his methodology for defining the relevant product market and his analysis of competitive effects — do not satisfy the requirements of Rule 702 and Daubert. Defendants will address the timing of this motion in connection with the proposed schedule set forth below.
Defendants further reserve the right to file additional motions, including but not limited to motions in limine, as discovery progresses and the evidentiary record develops.
C. IOSA Motion to Intervene
The Parties note that a non-party, the Independent Online Sellers Alliance ("IOSA"), represented by Galloway & Peck LLP (Martina Galloway, Lead Partner), has indicated its intention to file a motion to intervene pursuant to Federal Rule of Civil Procedure 24 or, in the alternative, to seek leave of the Court to submit an amicus curiae brief in support of the FTC's position. IOSA is a trade association representing independent third-party sellers on various online marketplace platforms. The Parties have differing views on the appropriateness of intervention:
The FTC's Position: The FTC takes no position on IOSA's potential intervention at this time. The FTC reserves the right to respond to any motion filed by IOSA after reviewing its content and scope.
Defendants' Position: Defendants intend to oppose any motion to intervene filed by IOSA on the grounds that (a) IOSA's interests are adequately represented by the FTC, which is charged with acting in the public interest; (b) intervention would unduly complicate and delay these already expedited proceedings; and (c) IOSA has failed to demonstrate that it possesses a legally protectable interest sufficient to warrant intervention as of right under Rule 24(a)(2). To the extent IOSA seeks permissive intervention under Rule 24(b) or seeks to file an amicus brief, Defendants submit that any such participation should be strictly limited in scope and subject to the constraints of the expedited schedule.
V. PROPOSED SCHEDULE FOR PRELIMINARY INJUNCTION PROCEEDINGS
The Parties have conferred in good faith regarding a proposed schedule for the preliminary injunction proceedings and respectfully propose the following dates for the Court's consideration and approval:
The Parties agree that the evidentiary hearing on the FTC's Motion for Preliminary Injunction is expected to last approximately five (5) court days, with each side anticipated to require approximately two and one-half (2.5) court days for the presentation of its case-in-chief, including direct and cross-examination of witnesses and the presentation of documentary and demonstrative evidence.
Defendants note the urgency of these proceedings given the constraints imposed by the Merger Agreement. The Outside Date for the consummation of the transaction is March 14, 2026, subject to an automatic three-month extension to June 14, 2026 if the sole unsatisfied condition is antitrust clearance. Moreover, if the transaction fails to close due to the failure to obtain regulatory antitrust clearance, Cascade is obligated to pay a reverse termination fee of $282 million to Pinnacle pursuant to Section 8.3(b) of the Merger Agreement. Defendants therefore respectfully urge the Court to adhere as closely as practicable to the proposed schedule to permit timely adjudication of the FTC's motion.
VI. STATUS OF DISCOVERY
A. Initial Disclosures
All Parties have served or will promptly serve their initial disclosures pursuant to Federal Rule of Civil Procedure 26(a)(1). The FTC served its initial disclosures on July 10, 2025. Cascade served its initial disclosures on July 11, 2025, and Pinnacle served its initial disclosures on July 11, 2025.
Cascade's initial disclosures identify, among others, the following key individuals likely to possess discoverable information relevant to the claims and defenses in this action: Margaret Thornberry (Chief Executive Officer and Chairwoman of the Board of Directors), David Ruan (President and Chief Operating Officer), Sonia Alvarez-Kirk (Chief Financial Officer), Jerome Weston (General Counsel and Corporate Secretary), and Patricia Delacroix (Senior Vice President, Marketplace and Platform Strategy). Additional individuals identified in Cascade's initial disclosures include personnel in the company's corporate development, finance, logistics, and technology divisions.
B. Written discovery
Defendants intend to serve their First Set of Interrogatories and First Set of Requests for Production of Documents on the FTC. Defendants anticipate that their written discovery will address, among other topics, the FTC's investigation, its basis for the proposed relevant market definition, communications with third parties including competitors and trade associations, and the factual bases for the FTC's allegations concerning anticompetitive effects.
The FTC has indicated that it intends to serve written discovery on both Defendants, directed at topics including the competitive rationale for the transaction, internal analyses of competitive conditions, documents relating to pricing and seller relationships, and integration planning materials.
The Parties anticipate the need for expedited discovery procedures given the compressed schedule leading to the September 8, 2025 evidentiary hearing. The Parties will confer regarding shortened response times for interrogatories and document requests and, if necessary, will present any disputes regarding discovery timing to the Court for resolution.
C. Third-Party discovery
Defendants anticipate issuing third-party subpoenas duces tecum pursuant to Federal Rule of Civil Procedure 45 to competitors and other market participants. Defendants currently anticipate seeking documents and testimony from, among others:
• Vertex Commerce Inc., 2100 North First Street, San Jose, California 95131; and
• Nomad Shops LLC, 45 Main Street, Suite 700, Brooklyn, New York 11201.
Defendants anticipate that their third-party subpoenas will seek documents regarding marketplace operations, competitive strategies, seller acquisition and retention data, pricing and commission structures, and communications with the FTC during the investigatory phase of this matter.
The FTC may also seek third-party discovery from market participants and other entities. The Parties will endeavor to coordinate the scheduling of any third-party depositions to avoid unnecessary burden on non-parties and to ensure that third-party discovery is completed within the compressed discovery schedule.
D. Depositions. The Parties anticipate conducting depositions of key fact witnesses and designated corporate representatives pursuant to Federal Rule of Civil Procedure 30(b)(6) from all Parties. The FTC has designated Claire Dunmore, Lead Trial Attorney, as one of its Rule 30(b)(6) representatives on, among other topics, the Commission's theory of market definition.
Defendants anticipate deposing FTC staff involved in the investigation and prosecution of this matter, including potentially Dr. Nathaniel Hargrove, staff economist in the Bureau of Economics, who participated in the Commission's economic analysis of the proposed transaction.
The FTC anticipates deposing Cascade and Pinnacle executives and key personnel involved in the negotiation, analysis, and planning of the proposed transaction, including those individuals identified in Cascade's initial disclosures and corresponding officers and employees of Pinnacle.
Given the compressed schedule, the Parties will confer in good faith regarding a mutually agreeable deposition calendar and will attempt to prioritize depositions of the most critical witnesses to ensure that all necessary deposition testimony is obtained prior to the close of fact discovery on August 4, 2025.
E. Document Production and Privilege Issues
Cascade notes that it has already produced a substantial volume of documents to the FTC in connection with the Second Request compliance process, including documents relating to strategic planning, market analyses, competitive assessments, transaction rationale, board materials, and ordinary-course business records. Cascade certified substantial compliance with the Second Request on June 10, 2025. Cascade will supplement its document production as needed for litigation discovery purposes to ensure completeness and responsiveness to any additional discovery requests.
The Parties agree to negotiate and submit to the Court for approval a proposed stipulated protective order governing the treatment of confidential business information produced in the course of discovery, including financial data, seller data, internal strategic documents, and other competitively sensitive materials. The Parties expect to submit the proposed protective order within the timeframe discussed in Section IX.A below.
Each Party will maintain a privilege log in accordance with Federal Rule of Civil Procedure 26(b)(5), identifying documents or communications withheld from production on the basis of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection. The Parties will confer regarding the format and timing of privilege log exchanges, and any disputes regarding privilege assertions will be brought to the Court's attention promptly.
VII. EXPERT WITNESSES
The Parties agree that expert reports shall be exchanged simultaneously on August 18, 2025, with rebuttal expert reports due on August 29, 2025.
Defendants' Testifying Expert. Defendants have retained Dr. Priya Ramanathan, Managing Director, Brindoval Analytics LLC, 1700 Pennsylvania Avenue NW, Suite 550, Washington, D.C. 20006, as their testifying economic expert. Dr. Ramanathan will offer opinions on relevant product and geographic market definition, competitive effects analysis, the significance of entry and expansion by new and existing competitors, and the procompetitive efficiencies generated by the proposed transaction.
FTC's Testifying Expert. The FTC has designated Dr. Wallace Keenan, Thornfield Research Group, 1515 Wilson Boulevard, Suite 300, Arlington, Virginia 22209, as its testifying economic expert. Dr. Keenan will offer opinions on relevant product and geographic market definition, market concentration and Herfindahl-Hirschman Index ("HHI") analysis, unilateral and coordinated competitive effects, and the likely impact of the proposed merger on competition in the alleged relevant market.
The FTC's internal staff economist, Dr. Nathaniel Hargrove, Bureau of Economics, Federal Trade Commission, may also provide testimony at the evidentiary hearing regarding the economic analyses conducted by the Bureau of Economics during the investigation of the proposed transaction.
Any Daubert motions challenging the admissibility of expert testimony shall be addressed by the Court in connection with the evidentiary hearing or on a pre-hearing schedule to be determined by the Court. The Parties will confer regarding the appropriate timing and procedure for the resolution of such motions and will seek the Court's guidance if the Parties are unable to reach agreement.
VIII. SUMMARY OF THE PARTIES' POSITIONS
To assist the Court in its case management, the Parties provide the following brief summary of their respective positions on the merits of the FTC's Motion for Preliminary Injunction.
A. The FTC's Position
The FTC alleges that the proposed merger of Cascade and Pinnacle would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, by substantially lessening competition in the market for "online marketplace platform services for third-party sellers in the United States." The FTC contends that this is a distinct relevant product market, separate from broader e-commerce or direct-to-consumer retail, because online marketplace platforms — which serve as intermediaries connecting third-party sellers with consumers — exhibit distinct competitive characteristics, pricing structures, and demand-side substitution patterns.
The FTC contends that the combined Cascade-Pinnacle entity would hold a 38.3% share of the relevant market as measured by gross merchandise value ("GMV"), reflecting Cascade's CascadeMarket platform at 8.2% and Pinnacle's platform at 30.1%. The FTC alleges that the post-merger HHI in the relevant market would be 2,856, representing an increase of 495 points from the pre-merger HHI of 2,361. Under the 2023 Merger Guidelines, a post-merger HHI exceeding 2,500 with an increase of more than 200 points creates a presumption that the merger is anticompetitive, a threshold the FTC contends is exceeded here.
The FTC's theory of competitive harm centers on the elimination of head-to-head competition between two of the four significant online marketplace platforms operating in the United States. According to the FTC, the merger would enable the combined entity to increase "take rates" (i.e., the commissions, fees, and charges imposed on third-party sellers for use of the platform), reduce seller services, and diminish innovation in platform features and functionality, to the detriment of the approximately 227,000 combined active third-party sellers on both platforms. The FTC further contends that these harms would ultimately be passed through to consumers in the form of higher prices and reduced product range.
The FTC contends that it has satisfied the standard for a preliminary injunction under Section 13(b) of the FTC Act, which requires the FTC to demonstrate that it has "reason to believe" that the merger would violate Section 7 of the Clayton Act, and that a preliminary injunction would be in the public interest. The FTC submits that a weighing of the equities favors injunctive relief to preserve competition pending the administrative proceeding.
B. Defendants' Position
Defendants contend that the FTC has failed to meet its burden for a preliminary injunction under Section 13(b) and that the proposed merger is procompetitive and lawful.
Market Definition. Defendants contend that the FTC's proposed relevant market — "online marketplace platform services for third-party sellers in the United States" — is artificially narrow and fails to account for the competitive realities of the modern e-commerce landscape. Defendants submit that the appropriate relevant market encompasses all e-commerce retail, including direct-to-consumer e-commerce channels, social commerce, and hybrid models. Within this broader market, the combined entity's share of total U.S. e-commerce GMV (which exceeded $757 billion in 2024) would be approximately 7.3%, including Cascade's direct-to-consumer e-commerce operations, or approximately 1.9% when measuring only marketplace GMV — market shares far below any threshold that would support an inference of anticompetitive effect.
Procompetitive Efficiencies. Defendants further contend that the proposed transaction will generate substantial merger-specific procompetitive efficiencies totaling an estimated $340 million annually by Year 3 post-closing. These efficiencies consist of (a) approximately $195 million in logistics and fulfillment cost savings resulting from the integration of Pinnacle's third-party sellers into Cascade's existing 22-warehouse fulfillment network, and (b) approximately $145 million in technology and platform synergies arising from the consolidation and improvement of technology infrastructure, data analytics capabilities, and seller tools. Defendants contend that these efficiencies are verifiable, merger-specific, and would be passed through to sellers and, ultimately, to consumers in the form of reduced fees and improved services.
Weakening Competitor. Defendants contend that Pinnacle is a weakening competitor whose competitive significance has been declining in recent years. Pinnacle's GMV growth rate has decelerated from 28% year-over-year in 2022 to 9% year-over-year in 2024, while its seller churn rate — the percentage of active sellers leaving the platform annually — has increased from 12% in 2022 to 21% in 2024. Defendants submit that these trends undermine the FTC's theory that Pinnacle is a significant competitive force whose independent existence is necessary to maintain competition in the relevant market.
Low Entry Barriers. Defendants contend that barriers to entry in online marketplace services are low, as demonstrated by the recent launch and growth of new platforms including Brevity Social Commerce Inc. (launched in 2023) and Trove Marketplace Inc. (launched in 2024), both of which have rapidly gained seller adoption and consumer traction. The ease with which new entrants can and do enter the market further undermines the FTC's claims of likely anticompetitive effects.
For all of these reasons, Defendants respectfully submit that the FTC has not met its burden under Section 13(b) of the FTC Act to obtain a preliminary injunction, and that the merger should be permitted to proceed.
IX. OTHER MATTERS
A. Proposed Protective Order
The Parties are currently negotiating a stipulated protective order to govern the treatment of confidential business information produced during the course of discovery in this proceeding. The protective order will address the designation, handling, and use of materials designated as "Confidential" and "Highly Confidential — Attorneys' Eyes Only," including financial data, seller data, pricing information, and internal strategic documents. The Parties expect to submit the proposed protective order to the Court for approval within seven (7) days of the filing of this Joint Status Report — i.e., by July 21, 2025. In the event the Parties are unable to reach agreement on the terms of the protective order within that timeframe, the Parties will promptly advise the Court and seek resolution of any outstanding disputes.
B. Coordination with Administrative Proceeding
The Parties note that the FTC's administrative proceeding (Docket No. 9438) is proceeding on a separate track before the Commission. An administrative trial is currently scheduled for March 2026 before Administrative Law Judge Patricia S. Harmon. Defendants reserve all rights with respect to the administrative proceeding, including the right to challenge the constitutionality, jurisdiction, and procedures of the FTC's administrative adjudicatory process. Discovery in this district court action is separate from, though may overlap with, discovery in the administrative proceeding. The Parties will endeavor to avoid duplication of effort where practicable and will confer regarding the coordination of deposition schedules and document production obligations across the two proceedings.
C. Courtroom Technology and Hearing Logistics
The Parties respectfully request that the Court advise regarding the courtroom technology available for the evidentiary hearing scheduled to commence on September 8, 2025, including the availability of electronic display systems (such as ELMO or similar document cameras), screens for the presentation of demonstrative exhibits and presentation slides, and real-time court reporting capabilities. The Parties anticipate presenting documentary exhibits, expert demonstratives (including economic models and charts), and possibly video deposition testimony during the evidentiary hearing.
As noted above, the Parties estimate that each side will require approximately two and one-half (2.5) court days for the presentation of its case-in-chief at the evidentiary hearing, for a total estimated hearing duration of approximately five (5) court days.
X. CONCLUSION
For the foregoing reasons, the Parties respectfully request that the Court enter a scheduling order consistent with the proposed dates set forth in Section V above, or such other schedule as the Court deems appropriate in light of the circumstances of this case and the Court's calendar. All Parties commit to compliance with the expedited discovery and briefing schedule and will endeavor to resolve discovery disputes cooperatively and without unnecessary resort to the Court.
Respectfully submitted this 14th day of July, 2025.
For Plaintiff Federal Trade Commission:
________________________________________
Claire Dunmore (D.C. Bar No. 487302) Lead Trial Attorney
Samuel Ortega (D.C. Bar No. 512109) Senior Trial Counsel
Rebecca Yun (D.C. Bar No. 539847) Staff Attorney
Bureau of Competition, Mergers IV Division Federal Trade Commission 600 Pennsylvania Avenue NW Washington, D.C. 20580 Telephone: (202) 326-2100 Facsimile: (202) 326-2884
Email: cdunmore@ftc.gov
For Defendant Cascade Retail Holdings Inc.:
________________________________________
Howard Bellamy (D.C. Bar No. 441078; WSBA No. 39124) Responsible Partner
Elaine Forsythe (D.C. Bar No. 469201) Billing Partner
Elliot Nguyen (D.C. Bar No. 518432) Lead Associate
Aaron Liu (D.C. Bar No. 527940) Working Associate
CALDERWOOD & HARKNESS LLP 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 955-6000 Facsimile: (202) 955-6001
Email: hbellamy@calderwoodharkness.com
Local Counsel: 901 Fifth Avenue, Suite 4100 Seattle, WA 98164 Telephone: (206) 442-7500
For Defendant Pinnacle Market Group Inc.:
________________________________________
Diana Whitfield (TX Bar No. 24087610; WSBA No. 48291, admitted pro hac vice) Lead Partner
Kenneth Oshiro (TX Bar No. 24102334; admitted pro hac vice) Senior Associate
WHITFIELD, GREER & TANAKA LLP 100 Congress Avenue, Suite 2200 Austin, TX 78701 Telephone: (512) 476-3200 Facsimile: (512) 476-3201
Email: dwhitfield@wgtlaw.com
CERTIFICATE OF SERVICE
I hereby certify that on July 14, 2025, a true and correct copy of the foregoing Joint Status Report was filed with the Clerk of Court using the CM/ECF system, which will send notification of such filing to all counsel of record registered to receive electronic notifications in this case.
________________________________________
Claire Dunmore Lead Trial Attorney Federal Trade Commission
FEDERAL TRADE COMMISSION,
Plaintiff,
Case No. 2:25-cv-01087-RAJ
v.
The Honorable Richard A. Johannsen
CASCADE RETAIL HOLDINGS INC. and PINNACLE MARKET GROUP INC.,
Defendants.
Event | Proposed Date
Close of Fact discovery | August 4, 2025
Defendants' Opposition to FTC's Motion for Preliminary Injunction | August 11, 2025
Expert Reports Due (both sides, simultaneously) | August 18, 2025
FTC's Reply in Support of Motion for Preliminary Injunction | August 25, 2025
Rebuttal Expert Reports Due (both sides) | August 29, 2025
Defendants' Pre-Hearing Brief | On or before September 3, 2025
Preliminary Injunction Evidentiary Hearing Commences | September 8, 2025

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON SEATTLE DIVISION

JOINT STATUS REPORT

I. INTRODUCTION

II. BACKGROUND OF THE TRANSACTION

III. STATUS OF PLEADINGS

IV. PENDING AND ANTICIPATED MOTIONS

V. PROPOSED SCHEDULE FOR PRELIMINARY INJUNCTION PROCEEDINGS

VI. STATUS OF DISCOVERY

VII. EXPERT WITNESSES

VIII. SUMMARY OF THE PARTIES' POSITIONS

IX. OTHER MATTERS

X. CONCLUSION

CERTIFICATE OF SERVICE

FEDERAL TRADE COMMISSION,

Record

Parties

Dates

Amounts