GTCR Secures Win Against FTC Challenge

Cleary Gottlieb successfully defended GTCR from the Federal Trade Commission’s (FTC) challenge to combining its portfolio company Biocoat with another provider of outsourced hydrophilic coatings, Surmodics.

Medical device manufacturers like Biocoat and Surmodics use hydrophilic coatings to reduce friction on interventional devices inserted into the body, such as catheters and guidewires. The FTC had alleged that this was a merger of the top two outsourced hydrophilic coatings companies, with a combined share over 60%, and that the parties competed closely.

On November 10, 2025, however, the court recognized the merging parties’ argument that past shares largely reflected historic competition in this industry, where coatings are selected while a device is in development and do not change for the life of the device, because changing coatings requires a new FDA clearance.

The court recognized that both competition from device manufacturers’ own coatings, as well as the threat of further in-house development, constrained the parties. The court also credited a proposed novel divestiture of Biocoat’s currently marketed products with a license back to one of its key technologies, rejecting the government’s arguments that these would be insufficient to compete, and accepting the parties’ argument that Biocoat retaining revenues from sales of legacy products would increase competition.

The Cleary team includes partners Daniel Culley, Heather Nyong’o, Bruce Hoffman, Blair West Matthews, and Matthew Yelovich; counsel Matthew Bachrack; and associates Gabriel Lazarus, Miranda Herzog, Eric Hazoury, John Graham, Kristin Barkemeyer, and Stone Hunt.