On October 19, 2026, the Federal Trade Commission (FTC), together with the attorneys general of twelve states, filed a complaint in the Northern District of California seeking a permanent injunction to block PlayPower’s acquisition of BCI Burke (Burke). The parties announced they would abandon the deal in response to the complaint on October 27.
Both companies design and manufacture commercial outdoor playground equipment used by, for example, parks, schools, and churches. The FTC alleges that the deal would combine two close rivals in a market that has already undergone substantial concentration, leading to higher prices and worse product quality and innovation. The case marks the second time the FTC under this administration has sued directly in federal court to block a deal instead of first lodging a challenge in its internal administrative court (the first was the Henkel/Liquid Nails merger discussed in a prior Wilson Sonsini Client Alert), and it is the first such suit since FTC Chair Andrew Ferguson’s February 2026 announcement that the agency would transition away from in-house adjudication.
PlayPower was acquired by private equity firm Platinum Equity in October 2025. Previously, PlayPower had acquired several other commercial outdoor playground equipment brands: Miracle Recreation (1993), Little Tikes (2004), and Playworld (2016). The FTC’s complaint alleges that this acquisition continued the strategy of “buy[ing] a disruptive rival instead of outcompeting it.”
The FTC’s complaint alleges that the market for commercial outdoor playgrounds is dominated by five major competitors (PlayPower, PlayCore, Burke, Landscape Structures, and KOMPAN) that specialize in “post and platform” structures. Niche rivals that specialize in other playground types such as rope, wood, or glass-fiber-reinforced concrete allegedly have only a fraction of the sales of the larger post-and-platform firms. The complaint does not supply specific combined market shares but alleges that the combined company would have a post-transaction share greater than 30 percent and that the post-transaction Herfindahl-Hirschman Index (HHI) would exceed 1,800, with an increase of more than 100 points (i.e., it would exceed the concentration thresholds for presumptive illegality in the Merger Guidelines).
The complaint positions Burke as a particularly fierce competitor to PlayPower, alleging that Burke had outpaced industry growth over the last twelve years and had specifically targeted PlayPower. The complaint also alleges that both parties compete primarily for smaller or medium-sized projects, particularly for educational facilities. The FTC’s complaint cites several internal documents to argue that PlayPower responded to this competitive pressure with changes in pricing, lead times, product quality, and innovation.
The complaint alleges that the transaction will harm the independent sales representatives that effectively serve as the sales force for the parties. The complaint explains that independent representatives typically receive territorial exclusivity from a supplier in exchange for not selling equipment from competing suppliers; thus, suppliers compete to be the exclusive provider for independent sales representative firms. The complaint alleges that sales firms often switch from PlayPower to Burke and that the transaction would eliminate this competition.
The FTC’s challenge is a fairly straightforward horizontal merger theory, alleging that the elimination of close competition between the parties in an already concentrated market would harm both end customers and intermediate sales representatives. But following the FTC’s successful suit to block Henkel/Liquid Nails, this case will serve as an important validator of Chair Ferguson’s decision to shift away from administrative adjudication. In addition, this challenge shows continuing agency sensitivity to private equity roll-up concerns. Finally, this case shows that federal and state agencies continue to collaborate on investigations and enforcement, notwithstanding high-profile conflicts that have surfaced more frequently over the past two years.
For more information, please contact Michelle Yost Hale or any member of the firm’s Antitrust and Competition practice.
