Pilot Corporation, Propeller Corp., and Flying J Inc.; Analysis of Proposed Agreement Containing Consent Orders to Aid Public Comment, 39017-39020 [2010-16433]

Download as PDF Federal Register / Vol. 75, No. 129 / Wednesday, July 7, 2010 / Notices must be received not later than July 21, 2010. A. Federal Reserve Bank of San Francisco (Kenneth Binning, Vice President, Applications and Enforcement) 101 Market Street, San Francisco, California 94105–1579: 1. Yvonne LeMaitre, co–trustee of the Bolton Family Trust, Woodland, California; to retain voting shares of Merchants Holding Company, and thereby indirectly retain voting shares of Merchants National Bank of Sacramento, both of Sacramento, California. Board of Governors of the Federal Reserve System, July 1, 2010. Robert deV. Frierson, Deputy Secretary of the Board. [FR Doc. 2010–16437 Filed 7–6–10; 8:45 am] BILLING CODE 6210–01–S FEDERAL RESERVE SYSTEM cprice-sewell on DSK8KYBLC1PROD with NOTICES Formations of, Acquisitions by, and Mergers of Bank Holding Companies The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR Part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below. The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated. The applications also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking activities will be conducted throughout the United States. Additional information on all bank holding companies may be obtained from the National Information Center website at www.ffiec.gov/nic/. Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than July 30, 2010. VerDate Mar<15>2010 17:34 Jul 06, 2010 Jkt 220001 A. Federal Reserve Bank of Boston (Richard Walker, Community Affairs Officer) P.O. Box 55882, Boston, Massachusetts 02106–2204: 1. First City Fund Corporation and First Community Bancorp, Inc., both of New Haven, Connecticut; to become bank holding companies by acquiring 100 percent of the voting shares of Start Community Bank, New Haven, Connecticut (formerly known as First Community Bank of New Haven, New Haven, Connecticut). B. Federal Reserve Bank of Richmond (A. Linwood Gill, III, Vice President) 701 East Byrd Street, Richmond, Virginia 23261–4528: 1. First American Financial Management Company, Salisbury, North Carolina; to become a bank holding company by acquiring 51 percent of the voting shares of Community Bank of Rowan, Salisbury, North Carolina. 2. First National Financial Group, Inc., Shelby, North Carolina; to become a bank holding company by acquiring 100 percent of the voting shares of The First National Bank of Shelby, Shelby, North Carolina. Board of Governors of the Federal Reserve System, July 1, 2010. Robert deV. Frierson, Deputy Secretary of the Board. [FR Doc. 2010–16436 Filed 7–6–10; 8:45 am] BILLING CODE 6210–01–S FEDERAL TRADE COMMISSION [File No. 091 0125] Pilot Corporation, Propeller Corp., and Flying J Inc.; Analysis of Proposed Agreement Containing Consent Orders 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. DATES: Comments must be received on or before July 30, 2010. ADDRESSES: Interested parties are invited to submit written comments electronically or in paper form. Comments should refer to ‘‘Pilot-Flying J, File No. 091 0125’’ to facilitate the organization of comments. Please note PO 00000 Frm 00043 Fmt 4703 Sfmt 4703 39017 that your comment — including your name and your state — will be placed on the public record of this proceeding, including on the publicly accessible FTC website, at (https://www.ftc.gov/os/ publiccomments.shtm). Because comments will be made public, they should not include any sensitive personal information, such as an individual’s Social Security Number; date of birth; driver’s license number or other state identification number, or foreign country equivalent; passport number; financial account number; or credit or debit card number. Comments also should not include any sensitive health information, such as medical records or other individually identifiable health information. In addition, comments should not include any ‘‘[t]rade secret or any commercial or financial information which is obtained from any person and which is privileged or confidential. . . .,’’ as provided in Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and Commission Rule 4.10(a)(2), 16 CFR 4.10(a)(2). Comments containing material for which confidential treatment is requested must be filed in paper form, must be clearly labeled ‘‘Confidential,’’ and must comply with FTC Rule 4.9(c), 16 CFR 4.9(c).1 Because paper mail addressed to the FTC is subject to delay due to heightened security screening, please consider submitting your comments in electronic form. Comments filed in electronic form should be submitted by using the following weblink: (https:// public.commentworks.com/ftc/pilotflyingj) and following the instructions on the web-based form. To ensure that the Commission considers an electronic comment, you must file it on the webbased form at the weblink: (https:// public.commentworks.com/ftc/pilotflyingj). If this Notice appears at (https:// www.regulations.gov/search/index.jsp), you may also file an electronic comment through that website. The Commission will consider all comments that regulations.gov forwards to it. You may also visit the FTC website at (https:// www.ftc.gov/) to read the Notice and the news release describing it. A comment filed in paper form should include the ‘‘Pilot-Flying J, File No. 091 0125’’ reference both in the text and on the envelope, and should be mailed or delivered to the following 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 FTC Rule 4.9(c), 16 CFR 4.9(c). E:\FR\FM\07JYN1.SGM 07JYN1 cprice-sewell on DSK8KYBLC1PROD with NOTICES 39018 Federal Register / Vol. 75, No. 129 / Wednesday, July 7, 2010 / Notices address: Federal Trade Commission, Office of the Secretary, Room H-135 (Annex D), 600 Pennsylvania Avenue, NW, Washington, DC 20580. 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. 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: Mary N. Lehner (202-326-3744), Bureau of Competition, 600 Pennsylvania Avenue, NW, Washington, D.C. 20580. 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 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 June 30, 2010), on the World Wide Web, at (https:// www.ftc.gov/os/actions.shtm). 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 VerDate Mar<15>2010 15:28 Jul 06, 2010 Jkt 220001 should be filed as prescribed in the section above, and must be received on or before the date specified in the DATES section. ADDRESSES Analysis of Agreement Containing Consent Order to Aid Public Comment The Federal Trade Commission has accepted for public comment, subject to final approval, an Agreement Containing Consent Orders (‘‘Consent Agreement’’) from Pilot Corporation and Propeller Corp. (collectively, ‘‘Pilot’’), and Flying J Inc. (Pilot and Flying J Inc., collectively, ‘‘Respondents’’). Pursuant to agreements dated December 18, 2009, Pilot intends to acquire the interests and assets of Flying J Inc.’s travel center and related businesses for approximately $1.8 billion (the ‘‘acquisition’’). The Commission’s Complaint alleges that the acquisition, if consummated, 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, by removing actual, direct, and substantial competition between Pilot and Flying J and increasing the likelihood that Pilot will exercise market power unilaterally. The proposed Consent Agreement would resolve the competitive concerns from the acquisition by requiring the divestiture of 26 travel centers to Love’s Travel Stops and Country Stores. The divestiture will make Love’s a stronger competitor and replace competition weakened by the acquisition. The proposed Consent Agreement has been placed on the public record for thirty (30) days to solicit comments from interested persons. Comments received during this period will become part of the public record. After thirty (30) days, the Commission will review the proposed Consent Agreement again and the comments received, and decide whether it should withdraw from the Consent Agreement or make it final. The sole purpose of this analysis is to facilitate public comment on the Consent Agreement. The analysis does not constitute an official interpretation of the Consent Agreement or the proposed Decision and Order (‘‘Order’’), nor does the analysis modify their terms in any way. I. Respondents and Other Relevant Entities A. Pilot and Propeller Pilot Travel Centers LLC is the largest travel center operator in the United States. Pilot Travel Centers LLC is a privately held, for-profit limited liability company and is controlled equally by Pilot Corporation and Propeller Corp. PO 00000 Frm 00044 Fmt 4703 Sfmt 4703 Respondent Pilot Corporation holds 52.5 percent of the non-corporate interests of Pilot Travel Centers LLC and a right to 50 percent representation on Pilot Travel Centers LLC’s Board of Managers. Pilot Corporation is a privately held, for-profit corporation. Respondent Propeller Corp. holds 47.5 percent of the non-corporate interests of Pilot Travel Centers LLC and a right to 50 percent representation on Pilot Travel Centers LLC’s Board of Managers. Propeller Corp. is a for-profit corporation, privately held in its entirety by five stockholders managed by CVC European Equity V Limited and three stockholders managed by CVC European Equity Tandem Fund Limited. B. Flying J Respondent Flying J Inc., a privately held, for-profit corporation, is a fully integrated oil company with operations throughout the United States and Canada. Flying J Inc. owns and operates, among other things, travel center, trucking, fuel card, and related businesses. Flying J Inc., its whollyowned subsidiary, and wholly-owned subsidiaries of ConocoPhillips jointly control the CFJ Entities. The CFJ Entities own Flying J-branded travel centers operated by Flying J Inc. in 36 U.S. states. It is jointly controlled by Flying J Inc., its wholly-owned subsidiary, and wholly-owned subsidiaries of ConocoPhillips. The CFJ Entities consist of: (1) CFJ Properties, a general partnership that is 50% owned by wholly-owned subsidiaries of ConocoPhillips and 50% owned by a wholly-owned subsidiary of Flying J Inc.; (2) CFJ I Management Inc., CFJ II Management Inc., and CFJ III Management Inc. (‘‘CFJ Management Companies’’), each of which is 50% owned by a wholly-owned subsidiary of ConocoPhillips and 50% owned by Flying J Inc.; and (3) CFJ Plaza Company I LLC, CFJ Plaza Company II LLC, and CFJ Plaza Company III LLC, each of which is 49.5% owned by a whollyowned subsidiary of ConocoPhillips, 49.5% owned by Flying J Inc., and 1% owned by its corresponding CFJ Management Company. II. The Proposed Complaint Pilot’s acquisition of Flying J presents substantial antitrust concerns in the market for over-the-road sale of diesel to long-haul fleets by national travel center operators in the contiguous United States. Travel centers provide locations for long-haul trucks to fuel and serve as the long-haul driver’s home away from home, offering amenities including parking for tractor-trailers, truck service centers, truck washes, certified E:\FR\FM\07JYN1.SGM 07JYN1 Federal Register / Vol. 75, No. 129 / Wednesday, July 7, 2010 / Notices automated truck scales, fast food restaurants, shower facilities, internet access, and financial services for drivers. Four travel center operators – Pilot, Flying J, TravelCenters of America (‘‘TA’’), and Love’s (collectively, ‘‘national travel center operators’’) – have the scale and scope to compete for any substantial portion of long-haul over-the-road diesel business although not all the major travel center operators are able to compete for all customers. Pilot and Flying J are the first and second choices for a number of longhaul fleets. The acquisition may substantially lessen competition in the relevant market by, among other things: (a) eliminating actual, direct, and substantial competition between Pilot and Flying J; and (b) increasing the likelihood that Pilot will exercise market power unilaterally. De novo entry or fringe expansion into the relevant market is unlikely to deter or counteract the likely anticompetitive effects. Entry is difficult and time-consuming and potential entrants would face substantial barriers. cprice-sewell on DSK8KYBLC1PROD with NOTICES III. The Proposed Consent Agreement The proposed Consent Agreement is intended to remedy the acquisition’s alleged anticompetitive effects by, among other things, requiring the divestiture of travel center assets to Love’s. Love’s is a growing national travel center operator that is currently concentrated in the South. It is the smallest of the four national travel center operators and some long-haul fleets do not encounter Love’s on the routes they travel, especially in the Midwest and the Eastern portion of the United States. Respondents have reached an agreement to sell to Love’s 26 specific travel center sites, the majority of which are located in the Midwest or the Eastern portion of the United States. These sites, along with Love’s aggressive and independent expansion plan, will enhance Love’s market position as a national travel center operator, allowing it to compete for more long-haul overthe-road diesel business. Love’s possesses the existing infrastructure, resources, and capability to acquire the divested sites and operate them within Love’s existing network. The divestiture will allow Love’s to replace competition lost because of the acquisition of Flying J by Pilot. In particular, Love’s will now be able to compete for those customers who viewed Pilot and Flying J as their first and second choices and who did not encounter Love’s on their routes prior to the divestiture. VerDate Mar<15>2010 15:28 Jul 06, 2010 Jkt 220001 The Order contains provisions designed to ensure the successful implementation and remedial intent of the proposed Consent Agreement. Some of these provisions are highlighted below. A. Access to and Use of the TCH Fuel Card System The Order requires Respondents to provide access to and use of the TCH LLC (‘‘TCH’’) Fuel Card System upon request from Love’s. Paragraph II.C. of the Order provides that at Love’s option, and upon reasonable notice, Respondents shall provide nondiscriminatory access to and use of the TCH Fuel Card System for a period of up to three years pursuant to a TCH Merchant Agreement. If Love’s elects to use the TCH Fuel Card System, Respondents shall institute a firewall protocol whereby: (a) Respondents’ employees affiliated with the TCH Fuel Card System are prohibited from providing TCH Customer Confidential Business Information to either the TCH Executive Board or to a Respondent; and (b) Pilot shall appoint an internal compliance officer who will be responsible for assuring that the firewall protocols are met. B. Continued Operation of Restaurants The Order also provides for the continuity of operation at Wendy’s restaurants affiliated with the sites acquired by Love’s. Paragraph II.E. of the Order provides that, for a period of one year, Pilot shall manage and operate the Wendy’s Restaurants affiliated with those sites. To assure the efficient transfer and continuity of operation of the divested travel centers, the Order requires Respondents to provide assistance for, and information regarding, employees of those travel centers. Paragraphs II.F. and II.G. of the Order require Respondents to provide, for a period no longer than six months, assistance for, and employment and salary information regarding, knowledgeable employees of Respondents in the transfer of the travel centers from Respondents to Love’s. Paragraphs II.H. and II.I. of the Order provide that, for a period of one year, Respondents shall not interfere with the hiring or employing of employees by Love’s relating to the divested sites, and shall remove any impediments within the control of Respondents that may deter these employees from accepting employment with Love’s. Paragraph II.J. of the Order prohibits Respondents from directly or indirectly soliciting, inducing, or attempting to solicit or induce any employees of the divested travel centers who have accepted offers PO 00000 Frm 00045 Fmt 4703 Sfmt 4703 39019 of employment with Love’s to terminate that employment. C. Transfer of Confidential Businesses Information and Maintenance of Economic Viability To further assure the efficient transfer and economic viability of the acquired travel centers, Paragraphs II.K. and II.L. of the Order require Respondents to provide all Confidential Business Information relating to the Travel Centers Businesses and to maintain the full economic viability and marketability of such assets until Respondents complete the divestiture required by the Order. D. Compliance and Notification Requirements Paragraph III. of the Order allows the Commission to appoint an Interim Monitor to assure that Respondents expeditiously comply with their obligations and perform all of their responsibilities as required by the Order. To assure that Respondents fully comply with the obligations of the Order, Paragraph IV. of the Order allows the Commission to appoint a Divestiture Trustee to assign, grant, license, divest, transfer, deliver, or otherwise convey the travel centers. Paragraph V. of the Order provides that each Remedial Agreement related to the divested sites shall be incorporated by reference into the Order and that Respondents shall not modify or amend the terms of any Remedial Agreement without prior approval of the Commission. Paragraphs VI.A. and VI.B. of the Order require official notification of the date on which the acquisition occurs and subsequent periodic reports until the Commission is satisfied that the divestiture has been completed in a timely manner and in good faith. Paragraph VI.C. of the Order requires annual written reports of compliance, upon the Commission’s request, until the Order terminates in ten years. Paragraph VII. of the Order requires Respondents to give the Commission prior notice of certain events that might affect compliance obligations arising from the Order. E. Additional Provisions Paragraph VIII. of the Order provides that the Commission shall, with proper notice, have access to documents and personnel at the offices of Respondents for the purpose of determining or securing compliance with the Order. Paragraph IX. of the Order provides that the Order shall terminate after ten years. E:\FR\FM\07JYN1.SGM 07JYN1 39020 Federal Register / Vol. 75, No. 129 / Wednesday, July 7, 2010 / Notices IV. Order to Maintain Assets The Commission also has issued an Order to Maintain Assets in this proceeding. The purpose of the Order to Maintain Assets is: (a) to maintain the full economic viability, marketability and competitiveness of the travel centers through their full transfer and delivery to Love’s; (b) to minimize any risk of loss of competitive potential for the travel centers; (c) to prevent the destruction, removal, wasting, deterioration, or impairment of any of the travel centers, except for ordinary wear and tear; and (d) to prevent disclosure of any Confidential Business Information related to the travel centers to any person except Love’s or persons specifically authorized by Love’s to receive such information. The Commission may appoint an Interim Monitor to assure that Respondents expeditiously comply with all of their obligations and perform all of their responsibilities as required by the Order to Maintain Assets. By direction of the Commission, Commissioner Brill not participating. Donald S. Clark Secretary. [FR Doc. 2010–16433 Filed 7–6–10; 8:45 am] BILLING CODE 6750–01–S DEPARTMENT OF HEALTH AND HUMAN SERVICES Administration for Children and Families Proposed Information Collection Activity; Comment Request Title: Subsidized and Transitional Employment Demonstration and Evaluation Project (STEDEP). OMB No.: New Collection. Billing Accounting Code (BAC): 418409 (CAN G996121). Description: The Administration for Children and Families (ACF) is proposing an information collection activity as part of the Subsidized and Transitional Employment Demonstration and Evaluation Project. The proposed information collection consists of semi-structured interviews with key respondents involved with subsidized and transitional employment programs. Through this information collection and other study activities, ACF seeks to identify the types of strategies that should be tested within the context of current TANF policies and requirements as well as recent efforts under the American Recovery and Reinvestment Act (ARRA). Respondents: Experts and stakeholders such as researchers, policy experts, coordinators (e.g. state-level coordinators), subsidized and transitional employment program directors and staffs. ANNUAL BURDEN ESTIMATES Number of respondents Instrument cprice-sewell on DSK8KYBLC1PROD with NOTICES Discussion Guide for Use with Researchers, Policy Experts, and Statelevel Coordinators ...................................................................................... Discussion Guide for use with Program Directors ........................................ Discussion Guide for Use with Program Staff ............................................... Estimated Total Annual Burden Hours: 213. In compliance with the requirements of Section 3506(c)(2)(A) of the Paperwork Reduction Act of 1995, the Administration for Children and Families is soliciting public comment on the specific aspects of the information collection described above. Copies of the proposed collection of information can be obtained and comments may be forwarded by writing to the Administration for Children and Families, Office of Planning, Research and Evaluation, 370 L’Enfant Promenade, SW., Washington, DC 20447, Attn: OPRE Reports Clearance Officer. E-mail address: OPREinfocollection@acf.hhs.gov. All requests should be identified by the title of the information collection. The Department specifically requests comments on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility; (b) the accuracy of the agency’s estimate of the burden of the proposed collection of information; (c) the quality, utility, and clarity of the information to be collected; and (d) VerDate Mar<15>2010 15:28 Jul 06, 2010 Jkt 220001 Number of responses per respondent 50 25 50 ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted within 60 days of this publication. Steven Hanmer, OPRE Reports Clearance Officer. [FR Doc. 2010–16332 Filed 7–6–10; 8:45 am] BILLING CODE 4184–01–M DEPARTMENT OF HEALTH AND HUMAN SERVICES Health Resources and Services Administration Agency Information Collection Activities; Proposals, Submissions, and Approvals: Practitioner Data Bank for Adverse Information on Physicians and Other Health Care Practitioners Periodically, the Health Resources and Services Administration (HRSA) publishes abstracts of information collection requests under review by the Office of Management and Budget (OMB), in compliance with the PO 00000 Frm 00046 Fmt 4703 Sfmt 4703 1 1 1 Average burden hours per response 1 2.5 2 Total burden hours 50 63 100 Paperwork Reduction Act of 1995 (44 U.S.C. Chapter 35). To request a copy of the clearance requests submitted to OMB for review, e-mail paperwork@hrsa.gov or call the HRSA Reports Clearance Office on (301) 443– 1129. The following request has been submitted to the Office of Management and Budget for review under the Paperwork Reduction Act of 1995: Proposed Project: National Practitioner Data Bank for Adverse Information on Physicians and Other Health Care Practitioners—45 CFR Part 60 Regulations and Forms (OMB No. 0915–0126)—Extension. The National Practitioner Data Bank (NPDB) was established through Title IV of Public Law (Pub. L.) 99–660, the Health Care Quality Improvement Act of 1986, as amended. Final regulations governing the NPDB are codified at 45 CFR part 60. Responsibility for NPDB implementation and operation resides in the Bureau of Health Professions, Health Resources and Services Administration, Department of Health and Human Services (HHS). The NPDB began operation on September 1, 1990. The intent of Title IV of Public Law 99–660 is to improve the quality of E:\FR\FM\07JYN1.SGM 07JYN1

Agencies

[Federal Register Volume 75, Number 129 (Wednesday, July 7, 2010)]
[Notices]
[Pages 39017-39020]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-16433]


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FEDERAL TRADE COMMISSION

[File No. 091 0125]


Pilot Corporation, Propeller Corp., and Flying J Inc.; Analysis 
of Proposed Agreement Containing Consent Orders 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 July 30, 2010.

ADDRESSES: Interested parties are invited to submit written comments 
electronically or in paper form. Comments should refer to ``Pilot-
Flying J, File No. 091 0125'' to facilitate the organization of 
comments. Please note that your comment -- including your name and your 
state -- will be placed on the public record of this proceeding, 
including on the publicly accessible FTC website, at (https://www.ftc.gov/os/publiccomments.shtm).
    Because comments will be made public, they should not include any 
sensitive personal information, such as an individual's Social Security 
Number; date of birth; driver's license number or other state 
identification number, or foreign country equivalent; passport number; 
financial account number; or credit or debit card number. Comments also 
should not include any sensitive health information, such as medical 
records or other individually identifiable health information. In 
addition, comments should not include any ``[t]rade secret or any 
commercial or financial information which is obtained from any person 
and which is privileged or confidential. . . .,'' as provided in 
Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and Commission Rule 
4.10(a)(2), 16 CFR 4.10(a)(2). Comments containing material for which 
confidential treatment is requested must be filed in paper form, must 
be clearly labeled ``Confidential,'' and must comply with FTC Rule 
4.9(c), 16 CFR 4.9(c).\1\
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    \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 FTC Rule 4.9(c), 16 CFR 
4.9(c).
---------------------------------------------------------------------------

    Because paper mail addressed to the FTC is subject to delay due to 
heightened security screening, please consider submitting your comments 
in electronic form. Comments filed in electronic form should be 
submitted by using the following weblink: (https://public.commentworks.com/ftc/pilot-flyingj) and following the 
instructions on the web-based form. To ensure that the Commission 
considers an electronic comment, you must file it on the web-based form 
at the weblink: (https://public.commentworks.com/ftc/pilot-flyingj). If 
this Notice appears at (https://www.regulations.gov/search/index.jsp), 
you may also file an electronic comment through that website. The 
Commission will consider all comments that regulations.gov forwards to 
it. You may also visit the FTC website at (https://www.ftc.gov/) to read 
the Notice and the news release describing it.
    A comment filed in paper form should include the ``Pilot-Flying J, 
File No. 091 0125'' reference both in the text and on the envelope, and 
should be mailed or delivered to the following

[[Page 39018]]

address: Federal Trade Commission, Office of the Secretary, Room H-135 
(Annex D), 600 Pennsylvania Avenue, NW, Washington, DC 20580. 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.
    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: Mary N. Lehner (202-326-3744), Bureau 
of Competition, 600 Pennsylvania Avenue, NW, Washington, D.C. 20580.

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 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 June 30, 2010), on the World Wide Web, at (https://www.ftc.gov/os/actions.shtm). 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 received on or 
before the date specified in the DATES section.

Analysis of Agreement Containing Consent Order to Aid Public Comment

    The Federal Trade Commission has accepted for public comment, 
subject to final approval, an Agreement Containing Consent Orders 
(``Consent Agreement'') from Pilot Corporation and Propeller Corp. 
(collectively, ``Pilot''), and Flying J Inc. (Pilot and Flying J Inc., 
collectively, ``Respondents''). Pursuant to agreements dated December 
18, 2009, Pilot intends to acquire the interests and assets of Flying J 
Inc.'s travel center and related businesses for approximately $1.8 
billion (the ``acquisition''). The Commission's Complaint alleges that 
the acquisition, if consummated, 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, by removing actual, 
direct, and substantial competition between Pilot and Flying J and 
increasing the likelihood that Pilot will exercise market power 
unilaterally. The proposed Consent Agreement would resolve the 
competitive concerns from the acquisition by requiring the divestiture 
of 26 travel centers to Love's Travel Stops and Country Stores. The 
divestiture will make Love's a stronger competitor and replace 
competition weakened by the acquisition.
    The proposed Consent Agreement has been placed on the public record 
for thirty (30) days to solicit comments from interested persons. 
Comments received during this period will become part of the public 
record. After thirty (30) days, the Commission will review the proposed 
Consent Agreement again and the comments received, and decide whether 
it should withdraw from the Consent Agreement or make it final.
    The sole purpose of this analysis is to facilitate public comment 
on the Consent Agreement. The analysis does not constitute an official 
interpretation of the Consent Agreement or the proposed Decision and 
Order (``Order''), nor does the analysis modify their terms in any way.

I. Respondents and Other Relevant Entities

A. Pilot and Propeller
    Pilot Travel Centers LLC is the largest travel center operator in 
the United States. Pilot Travel Centers LLC is a privately held, for-
profit limited liability company and is controlled equally by Pilot 
Corporation and Propeller Corp.
    Respondent Pilot Corporation holds 52.5 percent of the non-
corporate interests of Pilot Travel Centers LLC and a right to 50 
percent representation on Pilot Travel Centers LLC's Board of Managers. 
Pilot Corporation is a privately held, for-profit corporation.
    Respondent Propeller Corp. holds 47.5 percent of the non-corporate 
interests of Pilot Travel Centers LLC and a right to 50 percent 
representation on Pilot Travel Centers LLC's Board of Managers. 
Propeller Corp. is a for-profit corporation, privately held in its 
entirety by five stockholders managed by CVC European Equity V Limited 
and three stockholders managed by CVC European Equity Tandem Fund 
Limited.
B. Flying J
    Respondent Flying J Inc., a privately held, for-profit corporation, 
is a fully integrated oil company with operations throughout the United 
States and Canada. Flying J Inc. owns and operates, among other things, 
travel center, trucking, fuel card, and related businesses. Flying J 
Inc., its wholly-owned subsidiary, and wholly-owned subsidiaries of 
ConocoPhillips jointly control the CFJ Entities.
    The CFJ Entities own Flying J-branded travel centers operated by 
Flying J Inc. in 36 U.S. states. It is jointly controlled by Flying J 
Inc., its wholly-owned subsidiary, and wholly-owned subsidiaries of 
ConocoPhillips. The CFJ Entities consist of: (1) CFJ Properties, a 
general partnership that is 50% owned by wholly-owned subsidiaries of 
ConocoPhillips and 50% owned by a wholly-owned subsidiary of Flying J 
Inc.; (2) CFJ I Management Inc., CFJ II Management Inc., and CFJ III 
Management Inc. (``CFJ Management Companies''), each of which is 50% 
owned by a wholly-owned subsidiary of ConocoPhillips and 50% owned by 
Flying J Inc.; and (3) CFJ Plaza Company I LLC, CFJ Plaza Company II 
LLC, and CFJ Plaza Company III LLC, each of which is 49.5% owned by a 
wholly-owned subsidiary of ConocoPhillips, 49.5% owned by Flying J 
Inc., and 1% owned by its corresponding CFJ Management Company.

II. The Proposed Complaint

    Pilot's acquisition of Flying J presents substantial antitrust 
concerns in the market for over-the-road sale of diesel to long-haul 
fleets by national travel center operators in the contiguous United 
States. Travel centers provide locations for long-haul trucks to fuel 
and serve as the long-haul driver's home away from home, offering 
amenities including parking for tractor-trailers, truck service 
centers, truck washes, certified

[[Page 39019]]

automated truck scales, fast food restaurants, shower facilities, 
internet access, and financial services for drivers. Four travel center 
operators - Pilot, Flying J, TravelCenters of America (``TA''), and 
Love's (collectively, ``national travel center operators'') - have the 
scale and scope to compete for any substantial portion of long-haul 
over-the-road diesel business although not all the major travel center 
operators are able to compete for all customers. Pilot and Flying J are 
the first and second choices for a number of long-haul fleets.
    The acquisition may substantially lessen competition in the 
relevant market by, among other things: (a) eliminating actual, direct, 
and substantial competition between Pilot and Flying J; and (b) 
increasing the likelihood that Pilot will exercise market power 
unilaterally.
    De novo entry or fringe expansion into the relevant market is 
unlikely to deter or counteract the likely anticompetitive effects. 
Entry is difficult and time-consuming and potential entrants would face 
substantial barriers.

III. The Proposed Consent Agreement

    The proposed Consent Agreement is intended to remedy the 
acquisition's alleged anticompetitive effects by, among other things, 
requiring the divestiture of travel center assets to Love's. Love's is 
a growing national travel center operator that is currently 
concentrated in the South. It is the smallest of the four national 
travel center operators and some long-haul fleets do not encounter 
Love's on the routes they travel, especially in the Midwest and the 
Eastern portion of the United States.
    Respondents have reached an agreement to sell to Love's 26 specific 
travel center sites, the majority of which are located in the Midwest 
or the Eastern portion of the United States. These sites, along with 
Love's aggressive and independent expansion plan, will enhance Love's 
market position as a national travel center operator, allowing it to 
compete for more long-haul over-the-road diesel business. Love's 
possesses the existing infrastructure, resources, and capability to 
acquire the divested sites and operate them within Love's existing 
network. The divestiture will allow Love's to replace competition lost 
because of the acquisition of Flying J by Pilot. In particular, Love's 
will now be able to compete for those customers who viewed Pilot and 
Flying J as their first and second choices and who did not encounter 
Love's on their routes prior to the divestiture.
    The Order contains provisions designed to ensure the successful 
implementation and remedial intent of the proposed Consent Agreement. 
Some of these provisions are highlighted below.
A. Access to and Use of the TCH Fuel Card System
    The Order requires Respondents to provide access to and use of the 
TCH LLC (``TCH'') Fuel Card System upon request from Love's. Paragraph 
II.C. of the Order provides that at Love's option, and upon reasonable 
notice, Respondents shall provide non-discriminatory access to and use 
of the TCH Fuel Card System for a period of up to three years pursuant 
to a TCH Merchant Agreement. If Love's elects to use the TCH Fuel Card 
System, Respondents shall institute a firewall protocol whereby: (a) 
Respondents' employees affiliated with the TCH Fuel Card System are 
prohibited from providing TCH Customer Confidential Business 
Information to either the TCH Executive Board or to a Respondent; and 
(b) Pilot shall appoint an internal compliance officer who will be 
responsible for assuring that the firewall protocols are met.
B. Continued Operation of Restaurants
    The Order also provides for the continuity of operation at Wendy's 
restaurants affiliated with the sites acquired by Love's. Paragraph 
II.E. of the Order provides that, for a period of one year, Pilot shall 
manage and operate the Wendy's Restaurants affiliated with those sites.
    To assure the efficient transfer and continuity of operation of the 
divested travel centers, the Order requires Respondents to provide 
assistance for, and information regarding, employees of those travel 
centers. Paragraphs II.F. and II.G. of the Order require Respondents to 
provide, for a period no longer than six months, assistance for, and 
employment and salary information regarding, knowledgeable employees of 
Respondents in the transfer of the travel centers from Respondents to 
Love's. Paragraphs II.H. and II.I. of the Order provide that, for a 
period of one year, Respondents shall not interfere with the hiring or 
employing of employees by Love's relating to the divested sites, and 
shall remove any impediments within the control of Respondents that may 
deter these employees from accepting employment with Love's. Paragraph 
II.J. of the Order prohibits Respondents from directly or indirectly 
soliciting, inducing, or attempting to solicit or induce any employees 
of the divested travel centers who have accepted offers of employment 
with Love's to terminate that employment.
C. Transfer of Confidential Businesses Information and Maintenance of 
Economic Viability
    To further assure the efficient transfer and economic viability of 
the acquired travel centers, Paragraphs II.K. and II.L. of the Order 
require Respondents to provide all Confidential Business Information 
relating to the Travel Centers Businesses and to maintain the full 
economic viability and marketability of such assets until Respondents 
complete the divestiture required by the Order.
D. Compliance and Notification Requirements
    Paragraph III. of the Order allows the Commission to appoint an 
Interim Monitor to assure that Respondents expeditiously comply with 
their obligations and perform all of their responsibilities as required 
by the Order.
    To assure that Respondents fully comply with the obligations of the 
Order, Paragraph IV. of the Order allows the Commission to appoint a 
Divestiture Trustee to assign, grant, license, divest, transfer, 
deliver, or otherwise convey the travel centers.
    Paragraph V. of the Order provides that each Remedial Agreement 
related to the divested sites shall be incorporated by reference into 
the Order and that Respondents shall not modify or amend the terms of 
any Remedial Agreement without prior approval of the Commission.
    Paragraphs VI.A. and VI.B. of the Order require official 
notification of the date on which the acquisition occurs and subsequent 
periodic reports until the Commission is satisfied that the divestiture 
has been completed in a timely manner and in good faith. Paragraph 
VI.C. of the Order requires annual written reports of compliance, upon 
the Commission's request, until the Order terminates in ten years.
    Paragraph VII. of the Order requires Respondents to give the 
Commission prior notice of certain events that might affect compliance 
obligations arising from the Order.
E. Additional Provisions
    Paragraph VIII. of the Order provides that the Commission shall, 
with proper notice, have access to documents and personnel at the 
offices of Respondents for the purpose of determining or securing 
compliance with the Order.
    Paragraph IX. of the Order provides that the Order shall terminate 
after ten years.

[[Page 39020]]

IV. Order to Maintain Assets

    The Commission also has issued an Order to Maintain Assets in this 
proceeding. The purpose of the Order to Maintain Assets is: (a) to 
maintain the full economic viability, marketability and competitiveness 
of the travel centers through their full transfer and delivery to 
Love's; (b) to minimize any risk of loss of competitive potential for 
the travel centers; (c) to prevent the destruction, removal, wasting, 
deterioration, or impairment of any of the travel centers, except for 
ordinary wear and tear; and (d) to prevent disclosure of any 
Confidential Business Information related to the travel centers to any 
person except Love's or persons specifically authorized by Love's to 
receive such information. The Commission may appoint an Interim Monitor 
to assure that Respondents expeditiously comply with all of their 
obligations and perform all of their responsibilities as required by 
the Order to Maintain Assets.
    By direction of the Commission, Commissioner Brill not 
participating.

Donald S. Clark
Secretary.
[FR Doc. 2010-16433 Filed 7-6-10; 8:45 am]
BILLING CODE 6750-01-S
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