DOJ Sues Private Equity Firm KKR & Co. for Violations of HSR Act

On January 14, 2025, the Department of Justice (DOJ) sued private equity giant KKR & Co. (KKR) for numerous violations of antitrust law, alleging that KKR repeatedly violated its obligations to provide information on its acquisitions as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).¹ If the DOJ is successful, KKR could be required to pay hundreds of millions in fines, among other relief.

Under the HSR Act, parties to transactions that meet the relevant monetary thresholds must file an HSR notification form with the DOJ and Federal Trade Commission (FTC) and observe a mandatory pre-closing waiting period. The HSR form requires certain information including specified internal company documents relating to the transaction (commonly referred to as “Item 4(c)/4(d) documents”). The DOJ and FTC consider these documents to be critical to their review during the initial waiting period and ultimately to their decision as to whether an extended investigation is warranted. By law, failing to provide these required documents or failing to file an HSR notification for reportable transactions exposes parties to significant financial penalties, including fines of $51,744 per day and potential delays to deal closing.

The DOJ alleges that KKR violated its HSR notification obligations in at least 16 transactions between 2021 and 2022, including by (1) failing to include all required documents, (2) altering documents (prior to submission to the DOJ and FTC, but after they had been finalized for internal/business purposes) to exclude antitrust sensitive content, and (3) failing to make a required HSR filing in two deals valued at $6.9 billion and between $376 - 919 million respectively. By allegedly omitting or altering documents, DOJ contends that KKR denied the DOJ and FTC the opportunity to properly review transactions before they closed, including deals involving direct competitors. The DOJ alleges these violations were systemic failures of KKR’s executives – who signed affidavits that the information in the HSR filings was correct and complete – and its outside counsel. The DOJ is seeking significant penalties under the HSR Act, including more than ten thousand days’ worth of fines that could exceed $650 million, as well as other equitable relief.

KKR disputes these allegations in a countersuit against the DOJ and FTC filed the same day, claiming the DOJ suit has “no legitimate basis” and is the result of agency “hostility towards mergers and acquisitions involving the private equity industry.”²

This DOJ suit serves as a stark reminder to all transacting parties to take the filing obligations under the HSR Act seriously, particularly as more onerous HSR filing obligations are expected to take effect in the coming months.³ Parties to M&A transactions should work closely with experienced HSR counsel in preparing HSR filings to ensure they include all required information. Early and close engagement with antitrust counsel can ensure compliance with HSR requirements and avoid liability for violations.

^[1] Department of Justice, KKR Violated Hart-Scott-Rodino Act at Least 16 Times by Withholding and Altering Documents and Failing to Make Required Filings (January 14, 2025).
^[2] KKR & Co. GP LLC vs. Mekki, et al., 25-cv-00096 (D.D.C. 2025).
^[3] Goodwin, FTC and DOJ Finalize Major Changes to HSR Form and Disclosure Requirements (October 11, 2024); Goodwin, Business Groups File Lawsuit Challenging HSR Rule Changes (January 13, 2025).

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