Latham & Watkins Secures Trial Victory in FTC Challenge to GTCR/Biocoat’s Acquisition of Surmodics

Latham & Watkins secured a trial victory for client GTCR, successfully defending its portfolio company Biocoat in a Federal Trade Commission (FTC) challenge to GTCR’s US$627 million acquisition of Surmodics, a leading manufacturer of hydrophilic coatings for medical equipment.

The FTC sought to block the transaction, alleging it would lead to a highly concentrated market for outsourced hydrophilic coatings and eliminate significant head-to-head competition. The States of Illinois and Minnesota joined the action, marking the first time the FTC moved to block a deal during the second Trump administration.

Less than five months before trial, Latham was brought in to lead the defense of Biocoat against the FTC’s challenge. Despite multiple rounds of settlement discussions and an unprecedented court-moderated mediation on the eve of trial, the FTC persisted in pursuing its claims. Latham advocated fiercely during the two-week bench trial in August 2025, presenting opening statements and closing arguments on behalf of all the parties, and examining and cross-examining key fact and expert witnesses.

On November 10, 2025, US District Judge Jeffrey Cummings of the Northern District of Illinois denied the FTC’s request for a preliminary injunction, allowing the transaction to proceed. The court found that although the FTC had established a prima facie case, the evidence — including the divestiture and the dynamism of the coating industry — showed the transaction was not anticompetitive under Section 7.

The team was led by partners Lawrence Buterman, Maggy Sullivan, Amanda Reeves, Kelly Fayne, Ian Conner, Gary Feinerman, Sean Berkowitz, and Heather Waller, with counsel Elyse Greenwald and Jason Daniels. The associate team included Serena Candelaria, Karen Kim, Linda Qiu, Meiran Yin, Sydney Kirlan-Stout, Emma Burnett, Allison Smith, Maurice Baynard, Sylvia Zhang, and Christopher Brown.