Agency criticism of private equity has just failed its first courtroom test. The U.S. Department of Justice and Attorneys General from Minnesota and New York filed a lawsuit challenging the $13 billion acquisition of Change Healthcare Inc. (" Change ") by UnitedHealth Group Incorporated (" United "). District Court Judge Carl Nichols' opinion approved the acquisition of assets divested to address a competitive overlap by entities affiliated with TPG Capital (" TPG "). The Court held that "the evidence at trial established – and the Court finds – that TPG's incentives are geared toward preserving, and even improving, [the business's] competitive edge," rejecting DOJ's arguments to the contrary. Opinion at 24-25. This is welcome news for private equity firms competing to be divestiture buyers. We do not, however, expect that the agencies will abandon their current aggressive enforcement policies, including those that disfavor private equity buyers.