Client Alert: FTC Challenges Medical Device Coating Transaction

On March 7, 2025, the FTC filed a complaint in federal court seeking to block GTCR BC Holdings, LLC, a Chicago private equity firm, from acquiring Surmodics, Inc. The FTC alleges that Surmodics is the leading provider of a specialized "hydrophilic" coating applied to a wide range of interventional medical devices used inside the human body, such as catheters and guidewires. These devices are used to perform high-stakes neurological, cardiovascular, and peripheral vascular procedures. Hydrophilic coatings are primarily purchased by companies that design, develop, and manufacture these medical devices.

The FTC alleges that the transaction violates the Clayton Act because GTCR holds a majority stake in another leading provider of hydrophilic coatings in the United States, Biocoat, Inc. As a result, the FTC claims the acquisition "would result in a combined company that controls over 50 percent of the US market for outsourced hydrophilic coatings." The FTC excludes