Hexion LLC and Huntsman Corporation; Analysis of Proposed Consent Order to Aid Public Comment, 61130-61132 [E8-24429]

Download as PDF 61130 Federal Register / Vol. 73, No. 200 / Wednesday, October 15, 2008 / Notices America Corporation, Charlotte, North Carolina, is revised to read as follows: A. Federal Reserve Bank of Richmond (A. Linwood Gill, III, Vice President) 701 East Byrd Street, Richmond, Virginia 23261–4528: 1. Bank of America Corporation, Charlotte, North Carolina, to acquire 100 percent of the voting shares of Merrill Lynch Bank & Trust Co., FSB, New York, New York, and Merrill Lynch Bank USA, Salt Lake City, Utah, and thereby engage in operating a savings association and an industrial bank, pursuant to section 225.28(b)(4) of Regulation Y. In connection with the above application, Bank of America Corporation, Charlotte, North Carolina, has also applied to acquire up to 19.9 percent of the voting shares of Merrill Lynch & Company, Inc., New York, New York, and thereby engage in operating a savings association and an industrial bank, pursuant to section 225.28(b)(4) of Regulation Y. Comments on this application must be received by October 31, 2008. Board of Governors of the Federal Reserve System, October 8, 2008. Robert deV. Frierson, Deputy Secretary of the Board. [FR Doc. E8–24346 Filed 10–14–08; 8:45 am] BILLING CODE 6210–01–S FEDERAL RETIREMENT THRIFT INVESTMENT BOARD Sunshine Act; Notice of Meeting 9 a.m. (Eastern Time), October 20, 2008. PLACE: 4th Floor Conference Room, 1250 H Street, NW., Washington, DC 20005. STATUS: Parts will be open to the public and parts closed to the public. MATTERS TO BE CONSIDERED: TIME AND DATE: jlentini on PROD1PC65 with NOTICES Parts Open to the Public 1. Approval of the minutes of the September 15, 2008 Board member meeting. 2. Thrift Savings Plan activity report by the Executive Director. a. Monthly Participant Activity Report. b. Legislative Report. 3. Quarterly Reports. a. Investment Policy Review. b. Vendor Financial Reports. 4. Mid-Year Financial Audit. Parts Closed to the Public 5. Procurement. 6. Confidential Financial Information. CONTACT PERSON FOR MORE INFORMATION: VerDate Aug<31>2005 18:32 Oct 14, 2008 Jkt 217001 Thomas J. Trabucco, Director, Office of External Affairs, (202) 942–1640. Dated: October 9, 2008. Thomas K. Emswiler, Secretary, Federal Retirement Thrift Investment Board. [FR Doc. E8–24571 Filed 10–10–08; 4:15 pm] BILLING CODE 6760–01–P FEDERAL TRADE COMMISSION [File No. 071 0212] Hexion LLC and Huntsman Corporation; Analysis of Proposed Consent Order to Aid Public Comment Federal Trade Commission. Proposed Consent Agreement. AGENCY: ACTION: SUMMARY: The consent agreement in this matter settles alleged violations of federal law prohibiting unfair or deceptive acts or practices or unfair methods of competition. The attached Analysis to Aid Public Comment describes both the allegations in the draft complaint and the terms of the consent order—embodied in the consent agreement—that would settle these allegations. Comments must be received on or before October 31, 2008. ADDRESSES: Interested parties are invited to submit written comments. Comments should refer to ‘‘HuntsmanHexion, File No. 071 0212,’’ to facilitate the organization of comments. A comment filed in paper form should include this reference both in the text and on the envelope, and should be mailed or delivered to the following address: Federal Trade Commission, Office of the Secretary, Room 135-H, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580. Comments containing confidential material must be filed in paper form, must be clearly labeled ‘‘Confidential,’’ and must comply with Commission Rule 4.9(c). 16 CFR 4.9(c) (2005).1 The FTC is requesting that any comment filed in paper form be sent by courier or overnight service, if possible, because U.S. postal mail in the Washington area and at the Commission is subject to delay due to heightened security precautions. Comments that do not contain any nonpublic information may DATES: 1The comment must be accompanied by an explicit request for confidential treatment, including the factual and legal basis for the request, and must identify the specific portions of the comment to be withheld from the public record. The request will be granted or denied by the Commission’s General Counsel, consistent with applicable law and the public interest. See Commission Rule 4.9(c), 16 CFR 4.9(c). PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 instead be filed in electronic form by following the instructions on the webbased form at (https:// secure.commentworks.com/ftcHuntsmanHexion). To ensure that the Commission considers an electronic comment, you must file it on that webbased form. The Federal Trade Commission Act (‘‘FTC Act’’) and other laws the Commission administers permit the collection of public comments to consider and use in this proceeding as appropriate. The Commission will consider all timely and responsive public comments that it receives, whether filed in paper or electronic form. Comments received will be available to the public on the FTC website, to the extent practicable, at (https://www.ftc.gov/os/ publiccomments.shtm). As a matter of discretion, the Commission makes every effort to remove home contact information for individuals from the public comments it receives before placing those comments on the FTC website. More information, including routine uses permitted by the Privacy Act, may be found in the FTC’s privacy policy, at (https://www.ftc.gov/ftc/ privacy.shtm) FOR FURTHER INFORMATION CONTACT: Wallace W. Esterling, FTC Bureau of Competition, 600 Pennsylvania Avenue, NW, Washington, D.C. 20580, (202) 3262936. SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46(f), and § 2.34 of the Commission Rules of Practice, 16 CFR 2.34, notice is hereby given that the above-captioned consent agreement containing a consent order to cease and desist, having been filed with and accepted, subject to final approval, by the Commission, has been placed on the public record for a period of thirty (30) days. The following Analysis to Aid Public Comment describes the terms of the consent agreement, and the allegations in the complaint. An electronic copy of the full text of the consent agreement package can be obtained from the FTC Home Page (for October 2, 2008), on the World Wide Web, at (https:// www.ftc.gov/os/2008/10/index.htm). A paper copy can be obtained from the FTC Public Reference Room, Room 130H, 600 Pennsylvania Avenue, NW, Washington, D.C. 20580, either in person or by calling (202) 326-2222. Public comments are invited, and may be filed with the Commission in either paper or electronic form. All comments should be filed as prescribed in the ADDRESSES section above, and must be E:\FR\FM\15OCN1.SGM 15OCN1 Federal Register / Vol. 73, No. 200 / Wednesday, October 15, 2008 / Notices received on or before the date specified in the DATES section. jlentini on PROD1PC65 with NOTICES Analysis of Agreement Containing Consent Order to Aid Public Comment I. Introduction The Federal Trade Commission (‘‘Commission’’) has accepted, subject to final approval, an Agreement Containing Consent Order from Hexion LLC and Huntsman Corporation (‘‘Respondents’’). The Consent Agreement is intended to resolve anticompetitive effects stemming from Hexion LLC’s (‘‘Hexion’’) proposed acquisition of Huntsman Corporation (‘‘Huntsman’’). The Consent Agreement includes a proposed Decision and Order that requires Respondent Hexion to divest its Specialty Epoxy Resin Product Business, which includes the research, development, manufacture, distribution, marketing, and sale of each Specialty Epoxy Resin Product; its Stuttgart (Germany) Assets; and other assets related to such business, including, but not limited to, Duisburg (Germany), parts of Norco (Louisiana), Bedford Park (Illinois), and Houston (Texas); among other things. The proposed Decision and Order also requires the licensing of all Hexion intellectual property related to the production of Specialty Epoxy Resins. The Decision and Order calls for divestiture of Hexion’s Specialty Epoxy Business to Spolek Pro Chemickou A Hutni Vyrobu (‘‘Spolek or Spolchemie’’), or another Commissionapproved buyer in the event that Spolek is determined not to be acceptable. Additionally, the Decision and Order requires Hexion to institute procedures to ensure that the methylene diphenyl diisocyanate (also referred to as diphenylmethane diisocyanate) (‘‘MDI’’) business it acquired from Huntsman not have access directly or indirectly to competitively sensitive non-public information obtained by its formaldehyde division. The proposed Consent Agreement and Decision and Order are designed to address competition concerns in the Specialty Epoxy Resin and MDI markets. The Consent Agreement, if finally accepted by the Commission, would settle charges that the proposed acquisition may substantially lessen competition in the various application specific end-use markets for Specialty Epoxy Resins and the market for MDI. The Commission has reason to believe that Respondent’s proposed acquisition would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45. VerDate Aug<31>2005 18:32 Oct 14, 2008 Jkt 217001 II. The Proposed Complaint According to the Commission’s proposed complaint, the relevant product markets in which to analyze the effects of Huntsman’s sale of assets to Hexion are the markets for the development, manufacture, and sale of Specialty Epoxy Resins, various application specific end-use markets in North America in which these resins are used, and the market for MDI. Specialty epoxy resins are value added high performance epoxy resin products, including, but not limited to, blends, formulations, advanced resins, and multifunctional resins. Specialty Epoxy Resins are used with curing agents, modifiers, and other ingredients and components necessary to the use of these resins. Specialty Epoxy Resins are used in demanding applications where enhanced performance is required, such as aerospace composites, wind turbine blades, and electric power generation applications. The relevant geographic market is North America. Additionally, Specialty Epoxy resins sold into each application segment constitute distinct application specific end-use product markets. MDI is a diisocyanate chemical used in various applications, including construction insulation, refrigeration, and composite wood products. Formaldehyde, a versatile chemical, is an essential ingredient used in the manufacture of MDI. It provides useful characteristics such as desirable insulating and mechanical properties, while avoiding many of the harmful characteristics associated with the use of pure formaldehyde, which is a carcinogen. The relevant geographic market is North America. The proposed complaint alleges that the various application specific end-use markets for Specialty Epoxy Resins in North America and the market for MDI are highly concentrated. Hexion and Huntsman have been the primary competitors in the market for Specialty Epoxy Resins for many years. According to the proposed complaint, Hexion and Huntsman account for between 90 and 60 percent of sales in the various application specific end-use markets in North America. They each had close to $1 billion in sales of Specialty Epoxy Resins in 2007. There are only four producers of MDI in the United States: Huntsman, Dow Chemical, BASF, and Bayer. MDI imports are minimal, and Hexion provides formaldehyde to all MDI producers in the U.S., except Dow. Hexion, as a supplier of formaldehyde to MDI producers, receives competitively sensitive non-public information from three of the four MDI PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 61131 producers. Such information includes MDI production forecasts, MDI demand forecasts and updates to these forecasts on a weekly basis, MDI projected long term forecasts, and schedules for periodic shutdowns of MDI production facilities supplied by Hexion. Thus, the market for MDI and the formaldehyde used in its production is highly concentrated. Total U.S. sales of MDI in 2007 were approximately $2 billion. The proposed complaint alleges that the proposed acquisition would reduce competition for Specialty Epoxy Resins in the various application specific enduse markets in North America by eliminating direct competition between these two companies, and by increasing the likelihood that unilateral market power will be exercised. As to MDI, the complaint alleges that the likelihood of coordinated interaction among competitors is increased as a result of the proposed acquisition. III. Terms of the Proposed Order Under the proposed Decision and Order, Hexion will divest its Specialty Epoxy Resins Business, and related assets, to Spolek within ten (10) days after Hexion acquires Huntsman. Spolek, based in the Czech Republic, develops, manufactures, and markets a wide range of commodity or basic epoxy resins. The divestiture will allow Spolek to enter the Specialty Epoxy Resins market. Similar to Hexion, postdivestiture Spolek will participate in both the commodity and Specialty Epoxy Resins markets, which will position Spolek to compete effectively in the market. The proposed Decision and Order requires Hexion to divest its Duisburg, Germany; Stuttgart, Germany; Norco, Louisiana; Bedford Park, Illinois; and Houston, Texas facilities and their related assets. This will provide Spolek all assets and know-how necessary for the research, development, production and sale of Specialty Epoxy Resins. In addition, the proposed Decision and Order requires Hexion to institute procedures to ensure that its acquired MDI business not have access directly, or indirectly, to competitively sensitive non-public information obtained by its formaldehyde division. The Decision and Order prohibits Hexion from using any competitively sensitive non-public information obtained from its competitors in an anticompetitive manner. IV. Opportunity for Public Comment The proposed Decision and Order has been placed on the public record for thirty (30) days to receive comments by interested persons. Comments received E:\FR\FM\15OCN1.SGM 15OCN1 61132 Federal Register / Vol. 73, No. 200 / Wednesday, October 15, 2008 / Notices during this period will become part of the public record. After thirty (30) days, the Commission will review the Consent Agreement and comments received and decide whether to withdraw its agreement or make final the Consent Agreement’s proposed Order. The purpose of this analysis is to facilitate public comment on the proposed Decision and Order. This analysis is not intended to constitute an official interpretation of the Consent Agreement and the proposed Decision and Order. By direction of the Commission. Donald S. Clark Secretary [FR Doc. E8–24429 Filed 10–14–08: 8:45 am] BILLING CODE 6750–01–S GENERAL SERVICES ADMINISTRATION [OMB Control No. 3090–0112] Information Collection; Federal Management Regulation; GSA Form 3040, State Agency Monthly Donation Report of Surplus Property AGENCY: Federal Acquisition Service, GSA. Notice of request for comments regarding a renewal to an existing OMB clearance. ACTION: Under the provisions of the Paperwork Reduction Act of 1995 (44 U.S.C. Chapter 35), the General Services Administration will be submitting to the Office of Management and Budget (OMB) a request to review and approve an extension of a currently approved information collection requirement regarding GSA Form 3040, State Agency Monthly Donation Report of Surplus Property. The clearance currently expires on October 31, 2008. Public comments are particularly invited on: Whether this collection of information is necessary and whether it will have practical utility; whether our estimate of the public burden of this collection of information is accurate and based on valid assumptions and SUMMARY: methodology; and ways to enhance the quality, utility, and clarity of the information to be collected. DATES: Submit comments on or before: December 15, 2008. FOR FURTHER INFORMATION CONTACT: Joyce Spalding, Federal Acquisition Service, GSA at telephone (703) 605– 2888 or via e-mail to joyce.spalding@gsa.gov. ADDRESSES: Submit comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to the Regulatory Secretariat (VPR), General Services Administration, Room 4035, 1800 F Street, NW., Washington, DC 20405. Please cite OMB Control No. 3090–0112, GSA Form 3040, State Agency Monthly Donation Report of Surplus Personal Property, in all correspondence. SUPPLEMENTARY INFORMATION: A. Purpose This report complies with Public Law 94–519, which requires annual reports of donations of personal property to public agencies for use in carrying out such purposes as conservation, economic development, education, parks and recreation, public health, and public safety. B. Annual Reporting Burden Respondents: 56. Responses Per Respondent: 4. Total Responses: 224. Hours Per Response: 1.5. Total Burden Hours: 330. Obtaining copies of proposals: Requesters may obtain a copy of the information collection documents from the General Services Administration, Regulatory Secretariat (VPR), 1800 F Street, NW., Room 4035, Washington, DC 20405, telephone (202) 501–4755. Please cite OMB Control No. 3090–0112, GSA Form 3040, State Agency Monthly Donation Report of Surplus Personal Property, in all correspondence. Casey Coleman, Chief Information Officer. [FR Doc. E8–24422 Filed 10–14–08; 8:45 am] BILLING CODE 6820–YT–S GENERAL SERVICES ADMINISTRATION [FMR Bulletin PBS–2008–B6] Federal Management Regulation; Redesignations of Federal Buildings AGENCY: ACTION: EXPIRATION DATE: This bulletin expires March 1, 2009. However, the building redesignations announced by this bulletin will remain in effect until canceled or superseded. U.S. General Services Administration, Public Buildings Service (P), Attn: Anthony E. Costa, 1800 F Street, NW, Washington, DC 20405; e-mail: anthony.costa@gsa.gov; telephone: (202) 501–1100. FOR FURTHER INFORMATION CONTACT: Dated: September 30, 2008 James A. Williams, Acting Administrator of General Services U.S. GENERAL SERVICES ADMINISTRATION FMR BULLETIN PBS–2008–B6 REDESIGNATIONS OF FEDERAL BUILDINGS TO: Heads of Federal Agencies SUBJECT: Redesignations of Federal Buildings 1. What is the purpose of this bulletin? This bulletin announces the redesignations of six Federal buildings. 2. When does this bulletin expire? This bulletin expires March 1, 2009. However, the building redesignations announced in this bulletin will remain in effect until canceled or superseded. 3. Redesignations. The former and new names of the redesignated buildings are as follows: New Name jlentini on PROD1PC65 with NOTICES United States Bankruptcy Courthouse, Bankruptcy Courthouse, 271 Cadman Plaza East, Brooklyn, NY 11201 Federal Building, 138 West First Street, Port Angeles, WA 98362 United States Courthouse, 1716 Spielbusch Avenue, Toledo, OH 43604 Federal Building and United States Courthouse, 300 Quarropas Street, White Plains, NY 10601 United States Courthouse, 225 Cadman Plaza East, Brooklyn, NY 11201 18:43 Oct 14, 2008 Jkt 217001 Notice of a bulletin. SUMMARY: The attached bulletin announces the redesignations of six Federal buildings. Former Name VerDate Aug<31>2005 Public Buildings Service (P), GSA PO 00000 Frm 00116 Fmt 4703 Conrad Duberstein United States, Bankruptcy Courthouse, 271 Cadman Plaza East, Brooklyn, NY 11201 Richard B. Anderson Federal Building, 138 West First Street, Port Angeles, WA 98362 James M. Ashley and Thomas W.L. Ashley United States Courthouse, 1716 Spielbusch Avenue, Toledo, OH 43604 Charles L. Brieant, Jr., Federal Building and United States Courthouse, 300 Quarropas Street, White Plains, NY 10601 Theodore Roosevelt United States Courthouse, 225 Cadman Plaza East, Brooklyn, NY 11201 Sfmt 4703 E:\FR\FM\15OCN1.SGM 15OCN1

Agencies

[Federal Register Volume 73, Number 200 (Wednesday, October 15, 2008)]
[Notices]
[Pages 61130-61132]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-24429]


=======================================================================
-----------------------------------------------------------------------

FEDERAL TRADE COMMISSION

[File No. 071 0212]


Hexion LLC and Huntsman Corporation; Analysis of Proposed Consent 
Order to Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

-----------------------------------------------------------------------

SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair or deceptive acts or 
practices or unfair methods of competition. The attached Analysis to 
Aid Public Comment describes both the allegations in the draft 
complaint and the terms of the consent order--embodied in the consent 
agreement--that would settle these allegations.

DATES: Comments must be received on or before October 31, 2008.

ADDRESSES: Interested parties are invited to submit written comments. 
Comments should refer to ``Huntsman-Hexion, File No. 071 0212,'' to 
facilitate the organization of comments. A comment filed in paper form 
should include this reference both in the text and on the envelope, and 
should be mailed or delivered to the following address: Federal Trade 
Commission, Office of the Secretary, Room 135-H, 600 Pennsylvania 
Avenue, N.W., Washington, D.C. 20580. Comments containing confidential 
material must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with Commission Rule 4.9(c). 16 CFR 
4.9(c) (2005).\1\ The FTC is requesting that any comment filed in paper 
form be sent by courier or overnight service, if possible, because U.S. 
postal mail in the Washington area and at the Commission is subject to 
delay due to heightened security precautions. Comments that do not 
contain any nonpublic information may instead be filed in electronic 
form by following the instructions on the web-based form at (https://
secure.commentworks.com/ftc-HuntsmanHexion). To ensure that the 
Commission considers an electronic comment, you must file it on that 
web-based form.
---------------------------------------------------------------------------

    \1\The comment must be accompanied by an explicit request for 
confidential treatment, including the factual and legal basis for 
the request, and must identify the specific portions of the comment 
to be withheld from the public record. The request will be granted 
or denied by the Commission's General Counsel, consistent with 
applicable law and the public interest. See Commission Rule 4.9(c), 
16 CFR 4.9(c).
---------------------------------------------------------------------------

    The Federal Trade Commission Act (``FTC Act'') and other laws the 
Commission administers permit the collection of public comments to 
consider and use in this proceeding as appropriate. The Commission will 
consider all timely and responsive public comments that it receives, 
whether filed in paper or electronic form. Comments received will be 
available to the public on the FTC website, to the extent practicable, 
at (https://www.ftc.gov/os/publiccomments.shtm). As a matter of 
discretion, the Commission makes every effort to remove home contact 
information for individuals from the public comments it receives before 
placing those comments on the FTC website. More information, including 
routine uses permitted by the Privacy Act, may be found in the FTC's 
privacy policy, at (https://www.ftc.gov/ftc/privacy.shtm)

FOR FURTHER INFORMATION CONTACT: Wallace W. Esterling, FTC Bureau of 
Competition, 600 Pennsylvania Avenue, NW, Washington, D.C. 20580, (202) 
326-2936.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46(f), and Sec.  2.34 of 
the Commission Rules of Practice, 16 CFR 2.34, notice is hereby given 
that the above-captioned consent agreement containing a consent order 
to cease and desist, having been filed with and accepted, subject to 
final approval, by the Commission, has been placed on the public record 
for a period of thirty (30) days. The following Analysis to Aid Public 
Comment describes the terms of the consent agreement, and the 
allegations in the complaint. An electronic copy of the full text of 
the consent agreement package can be obtained from the FTC Home Page 
(for October 2, 2008), on the World Wide Web, at (https://www.ftc.gov/
os/2008/10/index.htm). A paper copy can be obtained from the FTC Public 
Reference Room, Room 130-H, 600 Pennsylvania Avenue, NW, Washington, 
D.C. 20580, either in person or by calling (202) 326-2222.
    Public comments are invited, and may be filed with the Commission 
in either paper or electronic form. All comments should be filed as 
prescribed in the ADDRESSES section above, and must be

[[Page 61131]]

received on or before the date specified in the DATES section.

Analysis of Agreement Containing Consent Order to Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Order from Hexion 
LLC and Huntsman Corporation (``Respondents''). The Consent Agreement 
is intended to resolve anticompetitive effects stemming from Hexion 
LLC's (``Hexion'') proposed acquisition of Huntsman Corporation 
(``Huntsman''). The Consent Agreement includes a proposed Decision and 
Order that requires Respondent Hexion to divest its Specialty Epoxy 
Resin Product Business, which includes the research, development, 
manufacture, distribution, marketing, and sale of each Specialty Epoxy 
Resin Product; its Stuttgart (Germany) Assets; and other assets related 
to such business, including, but not limited to, Duisburg (Germany), 
parts of Norco (Louisiana), Bedford Park (Illinois), and Houston 
(Texas); among other things. The proposed Decision and Order also 
requires the licensing of all Hexion intellectual property related to 
the production of Specialty Epoxy Resins. The Decision and Order calls 
for divestiture of Hexion's Specialty Epoxy Business to Spolek Pro 
Chemickou A Hutni Vyrobu (``Spolek or Spolchemie''), or another 
Commission-approved buyer in the event that Spolek is determined not to 
be acceptable.
    Additionally, the Decision and Order requires Hexion to institute 
procedures to ensure that the methylene diphenyl diisocyanate (also 
referred to as diphenylmethane diisocyanate) (``MDI'') business it 
acquired from Huntsman not have access directly or indirectly to 
competitively sensitive non-public information obtained by its 
formaldehyde division.
    The proposed Consent Agreement and Decision and Order are designed 
to address competition concerns in the Specialty Epoxy Resin and MDI 
markets. The Consent Agreement, if finally accepted by the Commission, 
would settle charges that the proposed acquisition may substantially 
lessen competition in the various application specific end-use markets 
for Specialty Epoxy Resins and the market for MDI. The Commission has 
reason to believe that Respondent's proposed acquisition would violate 
Section 7 of the Clayton Act, as amended, 15 U.S.C. Sec.  18, and 
Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 
Sec.  45.

II. The Proposed Complaint

    According to the Commission's proposed complaint, the relevant 
product markets in which to analyze the effects of Huntsman's sale of 
assets to Hexion are the markets for the development, manufacture, and 
sale of Specialty Epoxy Resins, various application specific end-use 
markets in North America in which these resins are used, and the market 
for MDI.
    Specialty epoxy resins are value added high performance epoxy resin 
products, including, but not limited to, blends, formulations, advanced 
resins, and multifunctional resins. Specialty Epoxy Resins are used 
with curing agents, modifiers, and other ingredients and components 
necessary to the use of these resins. Specialty Epoxy Resins are used 
in demanding applications where enhanced performance is required, such 
as aerospace composites, wind turbine blades, and electric power 
generation applications. The relevant geographic market is North 
America. Additionally, Specialty Epoxy resins sold into each 
application segment constitute distinct application specific end-use 
product markets.
    MDI is a diisocyanate chemical used in various applications, 
including construction insulation, refrigeration, and composite wood 
products. Formaldehyde, a versatile chemical, is an essential 
ingredient used in the manufacture of MDI. It provides useful 
characteristics such as desirable insulating and mechanical properties, 
while avoiding many of the harmful characteristics associated with the 
use of pure formaldehyde, which is a carcinogen. The relevant 
geographic market is North America.
    The proposed complaint alleges that the various application 
specific end-use markets for Specialty Epoxy Resins in North America 
and the market for MDI are highly concentrated. Hexion and Huntsman 
have been the primary competitors in the market for Specialty Epoxy 
Resins for many years. According to the proposed complaint, Hexion and 
Huntsman account for between 90 and 60 percent of sales in the various 
application specific end-use markets in North America. They each had 
close to $1 billion in sales of Specialty Epoxy Resins in 2007. There 
are only four producers of MDI in the United States: Huntsman, Dow 
Chemical, BASF, and Bayer. MDI imports are minimal, and Hexion provides 
formaldehyde to all MDI producers in the U.S., except Dow. Hexion, as a 
supplier of formaldehyde to MDI producers, receives competitively 
sensitive non-public information from three of the four MDI producers. 
Such information includes MDI production forecasts, MDI demand 
forecasts and updates to these forecasts on a weekly basis, MDI 
projected long term forecasts, and schedules for periodic shutdowns of 
MDI production facilities supplied by Hexion. Thus, the market for MDI 
and the formaldehyde used in its production is highly concentrated. 
Total U.S. sales of MDI in 2007 were approximately $2 billion.
    The proposed complaint alleges that the proposed acquisition would 
reduce competition for Specialty Epoxy Resins in the various 
application specific end-use markets in North America by eliminating 
direct competition between these two companies, and by increasing the 
likelihood that unilateral market power will be exercised. As to MDI, 
the complaint alleges that the likelihood of coordinated interaction 
among competitors is increased as a result of the proposed acquisition.

III. Terms of the Proposed Order

    Under the proposed Decision and Order, Hexion will divest its 
Specialty Epoxy Resins Business, and related assets, to Spolek within 
ten (10) days after Hexion acquires Huntsman. Spolek, based in the 
Czech Republic, develops, manufactures, and markets a wide range of 
commodity or basic epoxy resins. The divestiture will allow Spolek to 
enter the Specialty Epoxy Resins market. Similar to Hexion, post-
divestiture Spolek will participate in both the commodity and Specialty 
Epoxy Resins markets, which will position Spolek to compete effectively 
in the market.
    The proposed Decision and Order requires Hexion to divest its 
Duisburg, Germany; Stuttgart, Germany; Norco, Louisiana; Bedford Park, 
Illinois; and Houston, Texas facilities and their related assets. This 
will provide Spolek all assets and know-how necessary for the research, 
development, production and sale of Specialty Epoxy Resins.
    In addition, the proposed Decision and Order requires Hexion to 
institute procedures to ensure that its acquired MDI business not have 
access directly, or indirectly, to competitively sensitive non-public 
information obtained by its formaldehyde division. The Decision and 
Order prohibits Hexion from using any competitively sensitive non-
public information obtained from its competitors in an anticompetitive 
manner.

IV. Opportunity for Public Comment

    The proposed Decision and Order has been placed on the public 
record for thirty (30) days to receive comments by interested persons. 
Comments received

[[Page 61132]]

during this period will become part of the public record. After thirty 
(30) days, the Commission will review the Consent Agreement and 
comments received and decide whether to withdraw its agreement or make 
final the Consent Agreement's proposed Order.
    The purpose of this analysis is to facilitate public comment on the 
proposed Decision and Order. This analysis is not intended to 
constitute an official interpretation of the Consent Agreement and the 
proposed Decision and Order.
    By direction of the Commission.

Donald S. Clark
Secretary
[FR Doc. E8-24429 Filed 10-14-08: 8:45 am]
BILLING CODE 6750-01-S
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.