NOTIFICATION AND REPORT FORM
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976
Filed Pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the Rules Promulgated Thereunder, 16 C.F.R. Parts 801–803
Filing Person (Acquiring Person): CASCADE RETAIL HOLDINGS INC.
Filing Date: April 11, 2025 Internal Tracking Number: 1038-00009
Prepared by:
Howard Bellamy Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 558-4000
Email: hbellamy@calderwoodharkness.com
Gabriela Montoya Partner Whitfield & Crane LLP 1200 New Hampshire Avenue NW, Suite 500 Washington, DC 20036 Telephone: (202) 663-6000
Email: gmontoya@whitfieldcrane.com
Filed with:
Federal Trade Commission Premerger Notification Office 600 Pennsylvania Avenue NW Washington, DC 20580
United States Department of Justice Antitrust Division Premerger Notification Unit 950 Pennsylvania Avenue NW Washington, DC 20530
This Notification and Report Form is filed pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the rules promulgated thereunder at 16 C.F.R. Parts 801–803, by Cascade Retail Holdings Inc., as the Acquiring Person, in connection with its proposed acquisition of 100% of the issued and outstanding capital stock of NovaMart Global Inc.
Note: This document constitutes the filing of the Acquiring Person (Cascade Retail Holdings Inc.). A separate Notification and Report Form is being concurrently submitted by NovaMart Global Inc. as the Acquired Person on behalf of the Selling Stockholders holding interests in NovaMart valued in excess of $50,000,000 (adjusted).
CONFIDENTIAL — This Notification and Report Form and all exhibits and attachments hereto contain confidential business information submitted to the Federal Trade Commission and the United States Department of Justice. This filing is exempt from public disclosure pursuant to Section 7A(h) of the Clayton Act, 15 U.S.C. § 18a(h), and applicable FTC and DOJ regulations. Unauthorized disclosure is prohibited.
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ITEM 1 — IDENTIFICATION OF PERSONS FILING NOTIFICATION
1(a) — Name and Address of Person Filing Notification
The person filing this Notification and Report Form is:
Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119
State of Incorporation: Delaware Employer Identification Number (EIN): 91-2847653
Cascade Retail Holdings Inc. ("Cascade" or the "Acquiring Person") is a corporation duly organized and existing under the laws of the State of Delaware. Cascade's principal executive offices are located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119. Cascade is a diversified omnichannel retailer operating through its proprietary ecommerce platform (CascadeDirect.com) and approximately 380 brick-and-mortar retail locations across North America. Cascade's common stock is publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI."
Cascade is its own ultimate parent entity within the meaning of 16 C.F.R. § 801.1(a)(3). No person or entity holds 50% or more of the outstanding voting securities of Cascade. An organizational chart of Cascade and its controlled entities is attached hereto as an exhibit.
1(b) — Name, Address, and Telephone Number of Contact Person
The designated contact persons for purposes of this filing, authorized to receive communications from the Federal Trade Commission and the United States Department of Justice regarding this Notification, are as follows:
Primary Contact:
Howard Bellamy Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Email: hbellamy@calderwoodharkness.com
Secondary Contact:
Gabriela Montoya Partner Whitfield & Crane LLP 1200 New Hampshire Avenue NW, Suite 500 Washington, DC 20036 Telephone: (202) 663-6000 Facsimile: (202) 663-6363
Email: gmontoya@whitfieldcrane.com
Both Mr. Bellamy and Ms. Montoya are authorized to receive service of process, subpoenas, and all other communications relating to this Notification on behalf of the Acquiring Person, Cascade Retail Holdings Inc. Either contact person may respond to inquiries from the reviewing agencies.
1(c) — Identify the Person Filing
Cascade Retail Holdings Inc. is the "Acquiring Person" within the meaning of 16 C.F.R. § 801.2, as it is the entity that, as a result of the proposed transaction described herein, will hold 100% of the voting securities of NovaMart Global Inc.
Cascade is a publicly traded corporation whose shares of common stock are listed on the Nasdaq Stock Market under the ticker symbol "CRHI." As of the most recent available data, Cascade has approximately 412 million shares of common stock issued and outstanding, with a market capitalization of approximately $22,400,000,000 as of May 19, 2025.
The principal executive officers of Cascade are:
Chief Executive Officer: Margaret "Meg" Alderton General Counsel and Corporate Secretary: Elena Vasquez-Bright Chief Financial Officer: David R. Castellano Senior Vice President, Corporate Development: Theodore "Ted" Langford
Cascade, as the Acquiring Person, is the ultimate parent entity of the acquiring person filing this Notification. The acquisition will be made directly by Cascade or through a wholly owned direct or indirect subsidiary to be formed for the purpose of consummating the transaction, which subsidiary will be merged with and into, or will otherwise acquire the stock of, NovaMart Global Inc. In either event, following the closing of the transaction, NovaMart Global Inc. will be a direct or indirect wholly owned subsidiary of Cascade Retail Holdings Inc.
ITEM 2 — IDENTIFICATION OF ACQUIRED PERSON
2(a) — Name and Headquarters Address of the Acquired Person
The Acquired Person in connection with this transaction is:
NovaMart Global Inc. 1100 Congress Avenue, Suite 800 Austin, TX 78701
State of Incorporation: Delaware Employer Identification Number (EIN): 84-3291547
NovaMart Global Inc. ("NovaMart" or the "Acquired Person") is a corporation duly organized and existing under the laws of the State of Delaware. NovaMart's principal executive offices and headquarters are located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701. NovaMart is a privately held corporation; its securities are not registered under the Securities Exchange Act of 1934, as amended, and NovaMart does not have any publicly traded securities.
2(b) — Identification of Acquired Entity or Assets
Cascade will acquire 100% of the issued and outstanding capital stock of NovaMart Global Inc. The acquisition is structured as a stock purchase transaction pursuant to which Cascade (or a wholly owned subsidiary thereof) will purchase from the current stockholders of NovaMart (the "Selling Stockholders") all of the shares of NovaMart common stock, which constitutes the only class of voting securities of NovaMart outstanding.
The Selling Stockholders and their respective ownership interests in NovaMart are as follows:
Ridgeline Equity Partners, LP is a Delaware limited partnership whose Managing Partner is Franklin Osei. Brindoval Ventures Fund III, LP is a Delaware limited partnership whose General Partner is Naomi Katzenbach. The aggregate interest of all other management and employee stockholders (approximately 9.2% in the aggregate) includes both outstanding shares of NovaMart common stock and vested stock options that will be cashed out in connection with the closing of the transaction.
NovaMart is a privately held Delaware corporation. It does not have publicly traded securities, and no class of its equity securities is registered under the Securities Exchange Act of 1934, as amended.
2(c) — Identification of the Ultimate Parent Entity of the Acquired Person
NovaMart Global Inc. is itself the ultimate parent entity of the Acquired Person within the meaning of 16 C.F.R. § 801.1(a)(3). NovaMart is not controlled by any single person or entity. No single stockholder holds 50% or more of the outstanding voting securities of NovaMart.
Ridgeline Equity Partners, LP holds the single largest individual ownership stake in NovaMart at approximately 41.2% of the outstanding common stock. However, this ownership interest is below the 50% threshold that would constitute "control" for purposes of identifying the ultimate parent entity under the HSR Act and the rules promulgated thereunder. Accordingly, NovaMart Global Inc. is properly identified as its own ultimate parent entity for purposes of this filing.
NovaMart does not hold a controlling interest in any entity other than its wholly owned operating subsidiaries, which are listed on the organizational chart attached hereto as an exhibit.
ITEM 3 — DESCRIPTION OF THE TRANSACTION
3(a) — Aggregate Total Value of Voting Securities and Assets to Be Acquired
The aggregate purchase price for 100% of the issued and outstanding capital stock of NovaMart Global Inc. is $1,200,000,000 (One Billion Two Hundred Million Dollars). The consideration is payable entirely in cash at the closing of the transaction. There is no stock component, earnout, contingent consideration, or deferred purchase price.
The total transaction value of $1,200,000,000 exceeds the applicable size-of-transaction threshold established by Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the rules and thresholds as adjusted by the Federal Trade Commission. The aggregate consideration also exceeds $500,000,000 (as adjusted), and therefore the filing obligation is not dependent upon the size-of-person test.
3(b) — Description of the Transaction
Transaction Type. The proposed transaction is structured as a stock purchase. Cascade Retail Holdings Inc. (or a wholly owned direct or indirect subsidiary thereof) will acquire 100% of the issued and outstanding capital stock of NovaMart Global Inc. from the Selling Stockholders identified in Item 2(b) above. Following the consummation of the transaction, NovaMart will become a direct or indirect wholly owned subsidiary of Cascade.
Governing Agreement. The definitive agreement governing the transaction is a Stock Purchase Agreement (the "SPA") dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., the Selling Stockholders named therein, and NovaMart Global Inc. (solely for purposes of certain provisions thereof). This HSR filing was submitted on April 11, 2025, prior to the execution of the definitive SPA; at the time of filing, the Letter of Intent ("LOI") dated February 14, 2025, between Cascade and NovaMart was the operative agreement reflecting the parties' commitment to consummate the transaction, and the definitive SPA was in advanced stages of negotiation. The LOI is attached as Exhibit 4(a)-1 to this filing. The definitive SPA will be supplementally provided to the agencies upon its execution, consistent with the requirements of 16 C.F.R. § 803.1(b) and applicable staff guidance.
Consideration. The total consideration payable by Cascade for the NovaMart shares is $1,200,000,000 in cash. Of this amount:
(i) $96,000,000 (representing 8% of the total deal value) will be deposited into an escrow account with Marlowe Asset Management Trust Company, N.A. at closing, to be held for a period of eighteen (18) months following the closing date in support of the Selling Stockholders' indemnification obligations under the SPA; and
(ii) The remaining $1,104,000,000 will be distributed to the Selling Stockholders at closing in accordance with their respective pro rata ownership interests, subject to customary adjustments for working capital, indebtedness, transaction expenses, and other closing adjustments as set forth in the SPA.
There is no financing condition in the SPA or any related transaction agreement. Cascade has obtained committed financing sufficient to fund the full purchase price and all related transaction costs.
Sources of Funds. The consideration for the proposed acquisition will be funded from the following sources:
The Commitment Letter dated May 15, 2025, from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc. provides for a $750,000,000 Senior Secured Term Loan B facility on customary terms and conditions for acquisition financings of this nature. The commitment is not subject to a due diligence condition and is subject only to limited conditionality provisions that are consistent with the conditions to closing under the SPA (i.e., "SunGard-style" conditionality).
Cascade's existing revolving credit facility, which has $500,000,000 in total commitments, had approximately $85,000,000 in outstanding borrowings as of March 31, 2025, leaving approximately $415,000,000 in available capacity. Cascade intends to draw $200,000,000 on this facility at or prior to closing to fund a portion of the purchase price.
The remaining $250,000,000 will be funded from Cascade's available cash and cash equivalents. As of March 31, 2025, Cascade reported approximately $1,120,000,000 in unrestricted cash and cash equivalents on its consolidated balance sheet.
Expected Closing. The targeted closing date for the transaction is October 15, 2025, subject to the satisfaction or waiver of all conditions precedent to closing set forth in the SPA, including without limitation the expiration or early termination of the applicable waiting period under the HSR Act. The SPA contains an outside date (the "Outside Date") of December 31, 2025, after which either party may terminate the agreement if the closing has not occurred, subject to certain exceptions for a party whose failure to fulfill its obligations has been the cause of, or resulted in, the failure of the closing to occur.
3(c) — Anticipated Date of Consummation
The targeted closing date for the proposed transaction is October 15, 2025. Closing is conditioned on, among other things, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, including compliance with any Second Request issued by the reviewing agency. The parties reserve the right to consummate the transaction on any date following the satisfaction or waiver of all closing conditions, including HSR clearance, and the targeted closing date is subject to change depending on the progress of the regulatory review process.
3(d) — Other Filings
No other federal, state, or foreign regulatory filings or approvals are required in connection with the proposed transaction, other than this HSR Notification and Report Form. Specifically:
(i) Foreign antitrust or competition law filings. NovaMart's operations are entirely domestic. NovaMart does not derive revenues from operations outside the United States that would trigger mandatory merger notification obligations under the competition laws of any foreign jurisdiction. Cascade's counsel has conducted a multi-jurisdictional filing analysis and has determined that no foreign competition law filings are required.
(ii) State regulatory filings. Counsel for Cascade has conducted an analysis of applicable state antitrust and regulatory requirements. No state-level antitrust notifications, industry-specific regulatory approvals (e.g., insurance, banking, telecommunications, or energy), or other state filings have been identified as required in connection with this transaction.
(iii) SEC filings. While Cascade, as a publicly traded company, may be required to file a Current Report on Form 8-K with the Securities and Exchange Commission to disclose the execution of the SPA and/or the closing of the transaction, such filings are disclosure obligations and do not constitute approvals or conditions to closing.
(iv) Other. No Committee on Foreign Investment in the United States (CFIUS) filing is required or contemplated, as the transaction does not involve a "covered transaction" within the meaning of Section 721 of the Defense Production Act of 1950, as amended.
ITEM 4 — DOCUMENTS
Item 4(a) — Copies of All Documents Required by 16 C.F.R. § 803.1(b)
Pursuant to 16 C.F.R. § 803.1(b), the following documents are submitted with this Notification:
Exhibit 4(a)-1: Letter of Intent dated February 14, 2025, between Cascade Retail Holdings Inc. and NovaMart Global Inc. The LOI sets forth the material terms of the proposed acquisition, including the purchase price, the all-cash consideration structure, the exclusivity period, the anticipated timeline for execution of a definitive agreement, and the parties' agreement to cooperate in the preparation and filing of all required regulatory notifications, including this HSR filing.
Note Regarding the Definitive Agreement: The definitive Stock Purchase Agreement is in advanced negotiation and had not yet been executed as of the filing date of this Notification (April 11, 2025). The SPA was subsequently executed on May 20, 2025. A copy of the fully executed SPA will be supplementally provided to the Federal Trade Commission and the Department of Justice promptly following execution, in accordance with 16 C.F.R. § 803.1(b) and applicable informal staff guidance permitting the submission of HSR notifications based on executed letters of intent or term sheets where a definitive agreement has not yet been finalized, provided that the definitive agreement is supplementally submitted upon execution.
No other agreements, understandings, or arrangements exist between the parties that relate to the proposed acquisition and that have not been disclosed in this Notification or the exhibits hereto.
Item 4(b) — Annual Reports, Annual Audit Reports, and Regularly Prepared Balance Sheets
The following financial documents are submitted for both the Acquiring Person and the Acquired Person:
Acquiring Person (Cascade Retail Holdings Inc.):
Exhibit 4(b)-1: Cascade Retail Holdings Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission. Key financial highlights from the 10-K include:
• FY2024 Total Revenue: $14,700,000,000
• FY2024 EBITDA: $1,830,000,000
• FY2024 Net Income: $987,000,000
• Total Assets (as of December 31, 2024): $19,200,000,000
• Shares of Common Stock Outstanding (as of most recent practicable date): approximately 412,000,000
• Market Capitalization (as of May 19, 2025): approximately $22,400,000,000
Exhibit 4(b)-2: Cascade Retail Holdings Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (Q1 2025), as filed with the Securities and Exchange Commission (if available as of the filing date; to be supplementally provided if not yet filed).
Exhibit 4(b)-3: Cascade Retail Holdings Inc. most recent Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission in connection with Cascade's most recent annual meeting of stockholders.
Acquired Person (NovaMart Global Inc.):
NovaMart Global Inc. is a privately held corporation that is not subject to the reporting requirements of the Securities Exchange Act of 1934. NovaMart does not file annual reports, quarterly reports, or proxy statements with the Securities and Exchange Commission.
The financial information for NovaMart has been provided to Cascade in connection with the transaction and is summarized herein based on NovaMart's audited financial statements for the fiscal year ended December 31, 2024:
• FY2024 Total Revenue: $891,000,000
• FY2024 EBITDA: $134,000,000
• FY2024 Gross Merchandise Value (GMV): $6,200,000,000
• Total Employees: approximately 2,400
NovaMart's audited financial statements for FY2024 will be included as part of the definitive SPA documentation when supplementally provided.
Item 4(c) — Documents Prepared by or for Officers or Directors Analyzing the Transaction with Respect to Market Shares, Competition, Competitors, Markets, Potential for Sales Growth, or Expansion into Product or Geographic Markets
Pursuant to 16 C.F.R. § 803.1(b) and the Instructions to the Notification and Report Form, the Acquiring Person has conducted a thorough search for and review of all documents that were prepared by or for any officer(s) or director(s) of Cascade Retail Holdings Inc. (or any entity within the Cascade corporate family) for the purpose of evaluating or analyzing the proposed acquisition with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets.
The following is a description of all responsive Item 4(c) documents produced with this filing:
1. Board Presentation to Cascade Board of Directors dated February 3, 2025 (Exhibit 4(c)-1). This presentation was prepared by Hargrove Mead & Co. (Christopher Dunleavy, Managing Director) as Cascade's financial advisor. The presentation was delivered to the full Board of Directors of Cascade at a special meeting held on February 3, 2025, and analyzes the strategic rationale for the acquisition of NovaMart, including an assessment of Cascade's competitive positioning in the online marketplace and ecommerce sector, the strategic benefits of acquiring NovaMart's third-party marketplace platform, and the expected impact of the combination on Cascade's competitive position. The presentation includes slides that discuss market shares, competitor analysis, and the potential for growth in the specialty consumer goods marketplace segment.
2. Cascade Corporate Development Memorandum dated January 22, 2025 (Exhibit 4(c)-2). This memorandum was authored by Theodore "Ted" Langford, Senior Vice President of Corporate Development at Cascade, and was circulated to members of Cascade's executive leadership team and the Strategic Transactions Committee of the Board of Directors. The memorandum evaluates the NovaMart acquisition opportunity and discusses market overlap between Cascade's existing operations and NovaMart's marketplace platform, the combined market presence of the two companies, and the competitive landscape for online marketplace platforms and specialty consumer goods retail. The memorandum includes an assessment of NovaMart's seller ecosystem, buyer base, and logistics capabilities.
3. Financial Analysis Presentation by Hargrove Mead & Co. dated January 28, 2025 (Exhibit 4(c)-3). This presentation was prepared by Hargrove Mead & Co. for Cascade's management team and discusses NovaMart's position in the online marketplace for specialty consumer goods, home décor, artisanal products, and consumer electronics accessories. The presentation includes comparable company analyses, precedent transaction analyses, and discounted cash flow valuations, as well as discussion of NovaMart's market positioning relative to competitors in the online specialty consumer goods space.
4. Internal Cascade Strategy Documents (Exhibit 4(c)-4 through 4(c)-7). These documents include internal memoranda, presentations, and email communications prepared by or for Cascade's officers and directors that reference Cascade's strategic objective of expanding into the third-party marketplace segment through the acquisition of NovaMart's platform. The documents reference NovaMart's operational scale, including its approximately 62,400 active sellers, approximately 9.1 million registered buyers, and FY2024 GMV of approximately $6,200,000,000. These documents discuss the strategic fit between Cascade's existing omnichannel retail operations and NovaMart's marketplace technology and seller ecosystem.
5. Documents Discussing Competitive Overlap (Exhibit 4(c)-8 through 4(c)-11). These documents discuss the competitive overlap between CascadeDirect.com (Cascade's proprietary ecommerce platform, which serves approximately 28 million active customers) and Cascade's approximately 380 brick-and-mortar retail locations, on the one hand, and NovaMart's online marketplace platform, on the other. These documents analyze the extent to which the two companies compete for the same customers and sellers, the differences in their business models (owned inventory vs. third-party marketplace), and the degree of competitive interaction between them.
6. Documents Referencing Competitors (Exhibit 4(c)-12 through 4(c)-14). These documents reference competitors in the online marketplace and specialty consumer goods sectors, including BrightBazaar Inc. and other online marketplace operators. The documents discuss the competitive landscape, market structure, and the positions of various competitors within the relevant product and geographic markets.
7. Documents Analyzing NovaMart's NovaShip Logistics Network (Exhibit 4(c)-15 through 4(c)-17). These documents analyze the competitive significance of NovaMart's proprietary logistics network, branded as "NovaShip," which operates 14 fulfillment centers across nine states: California (3 centers), New Jersey (2 centers), Georgia (2 centers), Ohio (1 center), Illinois (1 center), Pennsylvania (1 center), Tennessee (1 center), Florida (2 centers), and Washington (1 center). The documents evaluate the strategic value of the NovaShip network in the context of the proposed acquisition and discuss the logistics capabilities of competitors.
All Item 4(c) documents are produced in full, unredacted form (except as noted in the Privilege Log, if applicable) and are sequentially numbered and indexed in Exhibit 4(c).
Item 4(d) — Studies, Surveys, Analyses, and Reports Prepared by or for Officers or Directors for the Purpose of Evaluating or Analyzing the Transaction
Pursuant to 16 C.F.R. § 803.1(b) and the Instructions to the Notification and Report Form, the Acquiring Person has searched for and reviewed all studies, surveys, analyses, and reports that were prepared by or for any officer(s) or director(s) of Cascade Retail Holdings Inc. for the purpose of evaluating or analyzing the proposed transaction with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets.
The following is a description of all responsive Item 4(d) documents produced with this filing:
1. Third-Party Market Analysis Reports (Exhibit 4(d)-1 through 4(d)-3). These are market analysis reports commissioned or received by Cascade or its directors from third-party research firms, industry analysts, or consultants evaluating the U.S. online marketplace sector, including the specialty consumer goods segment. These reports include market sizing data, growth projections, competitive dynamics, and market structure analysis for the relevant product markets.
2. Hargrove Mead & Co. Industry Benchmarking Analysis (Exhibit 4(d)-4). This report was prepared by Hargrove Mead & Co. and provides industry benchmarking data relating to the online specialty consumer goods marketplace. The report compares NovaMart's financial and operating metrics to those of comparable companies in the sector, including take rates, GMV growth rates, seller and buyer acquisition costs, and other key performance indicators.
3. Market Share Analyses (Exhibit 4(d)-5 through 4(d)-7). These documents include surveys, analyses, and reports that discuss market shares in the relevant product market — specifically, the U.S. online specialty consumer goods market as measured by Gross Merchandise Value. The market share estimates contained in these documents are consistent with the following summary:
• Cascade Retail Holdings Inc.: approximately 8.3% of U.S. online specialty consumer goods GMV
• NovaMart Global Inc.: approximately 5.7% of U.S. online specialty consumer goods GMV
• Combined (post-acquisition): approximately 14.0% of U.S. online specialty consumer goods GMV
• BrightBazaar Inc. (next largest competitor): approximately 6.1% of U.S. online specialty consumer goods GMV
• All other competitors (aggregate): approximately 79.9%
4. Growth and Expansion Analyses (Exhibit 4(d)-8 through 4(d)-10). These documents analyze the potential for sales growth and geographic and product market expansion resulting from the combination of Cascade's omnichannel retail presence (including its proprietary ecommerce platform and brick-and-mortar footprint) and NovaMart's marketplace platform and seller ecosystem. The analyses discuss cross-selling opportunities, technology integration synergies, logistics network optimization, and potential geographic expansion.
All Item 4(d) documents are produced in full, unredacted form (except as noted in the Privilege Log, if applicable) and are sequentially numbered and indexed in Exhibit 4(d).
Item 4(c)/4(d) Privilege Log
Calderwood & Harkness LLP and Whitfield & Crane LLP have reviewed all documents responsive to Items 4(c) and 4(d) of the Notification and Report Form. To the extent any responsive documents have been withheld in whole or in part on the basis of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection, a detailed privilege log has been prepared and is included as an exhibit to this filing. The privilege log identifies each withheld document by date, author(s), recipient(s), subject matter description, and the specific privilege or protection asserted.
The number of documents withheld on privilege grounds, if any, is reflected in the privilege log. Cascade reserves all applicable privileges and protections with respect to such documents and does not waive any privilege by the submission of this Notification or the production of any documents in connection herewith.
ITEM 5 — INFORMATION ABOUT THE ACQUIRING PERSON (CASCADE RETAIL HOLDINGS INC.)
5(a) — Dollar Revenues by NAICS Code
Set forth below is a breakdown of dollar revenues by applicable North American Industry Classification System ("NAICS") codes for Cascade Retail Holdings Inc. and its controlled entities for the most recent completed fiscal year (fiscal year ended December 31, 2024). A more detailed revenue breakdown is provided in Exhibit 5(a).
The revenue allocations set forth above are based on Cascade's internal financial reporting and management accounts. The NAICS code classifications have been determined in consultation with Cascade's accounting personnel and outside counsel, in accordance with the Instructions to the Notification and Report Form and informal FTC staff guidance.
The detailed revenue breakdown by six-digit NAICS code, including revenues attributable to each controlled entity within the Cascade corporate family, is provided in Exhibit 5(a) attached hereto.
5(b) — Overlap Identification
The following NAICS codes have been identified as codes in which both Cascade Retail Holdings Inc. (or its controlled entities) and NovaMart Global Inc. (or its controlled entities) derive revenues, indicating areas of potential competitive overlap:
1. NAICS 454110 — Electronic Shopping and Mail-Order Houses. Both Cascade and NovaMart operate online marketplace and/or ecommerce platforms. Cascade operates CascadeDirect.com, a proprietary ecommerce platform through which Cascade sells owned inventory directly to consumers. NovaMart operates an online marketplace platform that facilitates transactions between independent third-party sellers and buyers. While both entities are classified under this NAICS code, their business models differ materially, as described in greater detail in Item 7 below.
2. NAICS 493110 — General Warehousing and Storage. Both Cascade and NovaMart operate fulfillment and logistics operations. Cascade operates distribution centers that support its ecommerce and brick-and-mortar retail operations. NovaMart operates its proprietary "NovaShip" logistics network, which consists of 14 fulfillment centers across nine states (California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington), providing logistics and fulfillment services to sellers on the NovaMart marketplace platform.
No additional overlapping NAICS codes have been identified beyond those listed above. To the extent that further analysis of six-digit NAICS codes reveals additional areas of overlap, such information will be supplementally provided.
ITEM 6 — INFORMATION ABOUT THE ACQUIRED ENTITY (NOVAMART GLOBAL INC.)
6(a) — Dollar Revenues by NAICS Code
Set forth below is a breakdown of dollar revenues by applicable NAICS codes for NovaMart Global Inc. for the most recent completed fiscal year (fiscal year ended December 31, 2024). A more detailed revenue breakdown is provided in Exhibit 6(a).
Additional Financial and Operating Metrics for NovaMart:
The revenue allocations set forth above are derived from NovaMart's audited financial statements for FY2024, as provided to Cascade in connection with its due diligence review of NovaMart. The NAICS code classifications have been determined in consultation with counsel based on NovaMart's business descriptions and revenue composition.
6(b) — Description of the Acquired Entity's Business
NovaMart Global Inc. is a privately held Delaware corporation headquartered in Austin, Texas. NovaMart was founded in 2016 by Julian Reeves, who serves as its Chief Executive Officer, and Priya Narasimhan, who serves as its Chief Technology Officer. Since its founding, NovaMart has grown to become one of the largest independent online marketplace platforms in the United States for specialty consumer goods, home décor, artisanal products, and consumer electronics accessories.
Marketplace Platform. NovaMart operates a curated online marketplace that connects independent third-party sellers with consumers seeking specialty and differentiated products. As of December 31, 2024, the NovaMart marketplace hosted approximately 62,400 active sellers and had approximately 9.1 million registered buyers. The marketplace platform processes transactions between sellers and buyers, with NovaMart earning a commission (or "take rate") on each transaction. In FY2024, the NovaMart marketplace facilitated approximately $6,200,000,000 in Gross Merchandise Value.
Product Categories. NovaMart's marketplace focuses on several key product categories, including specialty consumer goods, home décor and furnishings, artisanal and handmade products, consumer electronics accessories, kitchen and dining products, outdoor and garden products, and personal care and wellness items. NovaMart's platform is known for its curation of independent and emerging brands, as well as its focus on product discovery and merchandising.
Revenue Streams. NovaMart derives revenue from three principal sources:
(i) Marketplace take-rate revenue: Commission revenue earned on transactions processed through the NovaMart marketplace, typically ranging from 8% to 15% of the gross transaction value, depending on the product category and seller tier.
(ii) Advertising revenue: Revenue earned from sponsored product listings, display advertising, and other advertising services provided to sellers and third-party advertisers on the NovaMart platform.
(iii) Logistics services revenue (NovaShip): Revenue earned from providing fulfillment, warehousing, and shipping services to sellers through NovaMart's proprietary logistics network, NovaShip.
NovaShip Logistics Network. NovaMart operates a proprietary logistics and fulfillment network branded as "NovaShip." The NovaShip network currently consists of 14 fulfillment centers strategically located across nine states, as set forth below:
The NovaShip network enables NovaMart to offer sellers on its platform access to fast, reliable, and cost-effective fulfillment services, including same-day and next-day shipping to a substantial majority of the U.S. population. Sellers who utilize NovaShip ship their inventory to NovaMart's fulfillment centers, and NovaMart handles storage, picking, packing, and shipping on their behalf. NovaShip is a significant competitive differentiator for NovaMart and contributes meaningfully to seller retention and buyer satisfaction on the platform.
Corporate Information. NovaMart employs approximately 2,400 individuals, including approximately 1,600 in fulfillment center operations, approximately 400 in technology and engineering, and approximately 400 in corporate functions (including sales, marketing, finance, and administration). NovaMart's headquarters are located in Austin, Texas, and the company maintains engineering offices in Austin and San Francisco.
ITEM 7 — OVERLAP DESCRIPTION AND COMPETITIVE ANALYSIS NARRATIVE
7(a) — Description of Horizontal Overlap
Both Cascade Retail Holdings Inc. (through its CascadeDirect.com ecommerce platform) and NovaMart Global Inc. operate online marketplace and/or ecommerce platforms in the United States. The principal area of competitive overlap between the two companies is in the "online marketplace for specialty consumer goods" segment, broadly defined.
Cascade's Operations. Cascade operates CascadeDirect.com, a proprietary ecommerce platform through which Cascade sells owned and sourced inventory directly to consumers. CascadeDirect.com serves approximately 28 million active customers and offers a broad assortment of consumer goods across multiple product categories, including apparel, home goods, electronics, personal care, and specialty items. Cascade also operates approximately 380 brick-and-mortar retail locations across North America, providing an integrated omnichannel shopping experience. Cascade's primary business model is that of a traditional retailer — Cascade purchases inventory from suppliers and manufacturers and resells that inventory to consumers through its online and physical channels.
NovaMart's Operations. NovaMart operates a pure-play online marketplace platform that facilitates transactions between approximately 62,400 independent third-party sellers and approximately 9.1 million registered buyers. Unlike Cascade, NovaMart does not own or source the inventory sold on its platform; instead, NovaMart acts as an intermediary, providing the marketplace infrastructure (including payment processing, seller tools, buyer discovery, and fulfillment services through NovaShip) and earning commissions and fees on transactions conducted through the platform.
Differences in Business Models. The business models of Cascade and NovaMart differ meaningfully. Cascade is primarily a first-party retailer that sells owned inventory through its own ecommerce platform and physical stores. NovaMart is a third-party marketplace operator where independent sellers transact directly with buyers. The two business models are complementary rather than directly substitutable in many respects, as evidenced by the different value propositions offered to consumers (broad assortment of branded goods through a traditional retail channel vs. curated specialty products from independent and emerging sellers through a marketplace platform).
While there is some degree of competitive overlap — both entities compete, broadly, for consumer spending on specialty consumer goods in the online channel — the nature and extent of direct head-to-head competition is limited by the fundamental differences in their business models, product assortments, and customer acquisition strategies.
7(b) — Market Share Estimates (Internal Analysis)
For purposes of this filing and the internal competitive analysis conducted in connection with the proposed transaction, the parties have analyzed market shares within the following relevant product market:
Relevant Product Market (for internal analysis purposes): U.S. online specialty consumer goods, as measured by Gross Merchandise Value (GMV).
The following market share estimates are based on internal analyses prepared by Cascade's corporate development team and its financial advisor, Hargrove Mead & Co., as well as third-party market research data referenced in the Item 4(c) and 4(d) documents:
The combined post-acquisition market share of approximately 14.0% reflects a moderately fragmented market. The U.S. online specialty consumer goods sector includes numerous competitors of varying sizes, business models, and geographic reach. In addition to BrightBazaar Inc. (the next largest competitor at approximately 6.1% market share), the market includes a wide range of specialized online retailers, general-purpose ecommerce platforms with specialty categories, social commerce platforms, and direct-to-consumer brands.
The Herfindahl-Hirschman Index ("HHI") for the relevant market, based on the market share estimates available to Cascade, indicates that the market is unconcentrated both before and after the proposed transaction, and the change in HHI resulting from the transaction is well below the thresholds that would presumptively raise competitive concerns under the DOJ/FTC Merger Guidelines.
7(c) — Procompetitive Justifications and Efficiencies
The proposed acquisition of NovaMart by Cascade is expected to generate substantial procompetitive benefits and efficiencies, including the following:
1. Expansion into the Third-Party Marketplace Segment. The transaction will extend Cascade's reach into the third-party marketplace segment, combining Cascade's existing retail infrastructure, brand recognition, and customer base with NovaMart's marketplace technology, seller ecosystem, and buyer community. This expansion is an "adjacent market" entry rather than the elimination of a direct competitor, as Cascade does not currently operate a material third-party marketplace business.
2. Logistics and Fulfillment Efficiencies. The combination of Cascade's existing distribution center network with NovaMart's NovaShip logistics network (14 fulfillment centers across 9 states) will create significant efficiencies in logistics, fulfillment, and last-mile delivery. The combined network will enable faster delivery times, lower shipping costs, and improved fulfillment reliability for both Cascade's direct retail customers and NovaMart's marketplace sellers and buyers.
3. Technology Integration. The integration of NovaMart's marketplace platform technology with Cascade's ecommerce and retail technology stack will enable both entities to benefit from shared technology investments, including in areas such as search and discovery, personalization, payment processing, and data analytics.
4. Enhanced Consumer Benefits. The combined platform will benefit consumers through broader product selection (combining Cascade's owned-inventory assortment with NovaMart's curated marketplace of independent sellers), enhanced delivery capabilities, and competitive pricing driven by increased operational efficiency.
5. Limited Competitive Harm. The combined market share of approximately 14.0% in the relevant product market does not raise competitive concerns given the highly fragmented nature of the U.S. online specialty consumer goods sector and the presence of numerous other competitors. Barriers to entry in online retail and marketplace operations are relatively low, and new online marketplace platforms continue to launch and scale. The acquisition does not eliminate a particularly close competitor, given the fundamental differences in the business models of Cascade (owned-inventory retailer) and NovaMart (third-party marketplace operator).
For these reasons, Cascade respectfully submits that the proposed transaction is procompetitive and does not raise concerns under Section 7 of the Clayton Act.
ITEM 8 — MINORITY-HELD ENTITIES
Pursuant to Item 8 of the Notification and Report Form, Cascade Retail Holdings Inc. hereby discloses all entities in which Cascade (or any entity included within Cascade's person) holds 5% or more but less than 50% of the outstanding voting securities or similar interests.
As of the date of this filing, Cascade does not hold 5% or more of the outstanding voting securities or similar interests of any entity that operates in the same NAICS codes as NovaMart Global Inc. (NAICS 454110, 493110, or 511210), other than as disclosed elsewhere in this Notification.
A complete listing of all minority-held entities (if any) is set forth in the organizational chart of Cascade Retail Holdings Inc. and its controlled entities attached hereto as an exhibit.
ITEM 9 — PRIOR ACQUISITIONS
Pursuant to Item 9 of the Notification and Report Form, Cascade Retail Holdings Inc. hereby discloses all acquisitions made by Cascade (or any entity included within Cascade's person) within the five years preceding this filing (i.e., from April 11, 2020 through April 11, 2025) of entities or assets operating in NAICS codes that overlap with those of NovaMart Global Inc.
The following prior acquisitions have been identified as potentially responsive:
1. Acquisition of PeakView Logistics, LLC (June 2022). Cascade acquired 100% of the membership interests of PeakView Logistics, LLC, a provider of third-party logistics and fulfillment services (NAICS 493110). The aggregate purchase price was approximately $85,000,000. This acquisition expanded Cascade's distribution and fulfillment capabilities and was the subject of a prior HSR filing that cleared without a Second Request.
2. Acquisition of Ember & Ivy Home Goods, Inc. (November 2023). Cascade acquired 100% of the capital stock of Ember & Ivy Home Goods, Inc., a direct-to-consumer online retailer specializing in home décor and furnishings (NAICS 454110). The aggregate purchase price was approximately $42,000,000. This acquisition was below the then-applicable HSR reporting threshold and was not the subject of an HSR filing.
No other acquisitions made by Cascade during the relevant five-year period have been identified as involving entities or assets operating in NAICS codes that overlap with those of NovaMart.
SUPPORTING NARRATIVE FOR ITEM 4(c)/4(d) SUBMISSIONS
Strategic Rationale Summary
Cascade's strategic objective in pursuing the proposed acquisition of NovaMart is to extend its business model from owned-inventory ecommerce and brick-and-mortar retail into the third-party marketplace segment. Cascade's management and Board of Directors have identified the third-party marketplace model as a significant and growing component of the U.S. online retail ecosystem, and have determined that acquiring an established marketplace platform with a critical mass of sellers and buyers is the most effective means of entering this segment at scale.
NovaMart's platform, seller ecosystem (62,400+ active sellers), buyer base (9.1 million registered buyers), and proprietary logistics network (NovaShip, 14 fulfillment centers across 9 states) complement Cascade's existing operations and provide a strong foundation for Cascade's entry into the marketplace segment. The combination is expected to enable Cascade to offer a broader and more diversified value proposition to consumers, while enabling NovaMart's sellers to benefit from Cascade's scale, brand recognition, and distribution infrastructure.
The proposed transaction is not driven by the elimination of a direct competitor. As described in Item 7 above, the business models of Cascade and NovaMart are fundamentally different — Cascade is primarily a first-party retailer selling owned inventory, while NovaMart is a third-party marketplace platform connecting independent sellers with buyers. The acquisition is properly characterized as an expansion into an adjacent business model rather than a horizontal combination of direct competitors.
Implied Acquisition Multiples. The $1,200,000,000 purchase price implies the following acquisition multiples based on NovaMart's FY2024 financial performance:
• EV/EBITDA: approximately 8.96x ($1,200,000,000 ÷ $134,000,000)
• EV/Revenue: approximately 1.35x ($1,200,000,000 ÷ $891,000,000)
These multiples are within the range of comparable transactions in the online marketplace and ecommerce sector, as documented in the Hargrove Mead & Co. financial analysis presentations included in the Item 4(c) and 4(d) document production.
Competitive Conditions Summary
The U.S. online retail and marketplace sector is large, rapidly growing, and highly competitive. Total U.S. ecommerce sales exceeded $1.1 trillion in 2024, and online marketplace platforms account for a significant and growing share of overall ecommerce activity. The sector is characterized by the presence of numerous competitors of varying sizes, business models, and product focuses, including large general-purpose ecommerce platforms, specialized vertical marketplaces, social commerce platforms, and direct-to-consumer brands.
Within the more narrowly defined U.S. online specialty consumer goods segment, the market is moderately fragmented. The combined entity's estimated 14.0% market share (by GMV) reflects a market in which no single participant holds a dominant position. BrightBazaar Inc., with an estimated 6.1% market share, is the next largest competitor, and the remaining approximately 79.9% of the market is distributed among a large number of other competitors.