Hertz Global Holdings, Inc.; Analysis of Agreement Containing Consent Orders To Aid Public Comment, 70440-70443 [2012-28517]

Download as PDF 70440 Federal Register / Vol. 77, No. 227 / Monday, November 26, 2012 / Notices Dated: November 20, 2012. Margaret McCloskey Shanks, Deputy Secretary of the Board. [FR Doc. 2012–28556 Filed 11–23–12; 8:45 am] BILLING CODE 6210–01–P FEDERAL TRADE COMMISSION [File No. 101 0137] Hertz Global Holdings, Inc.; Analysis of Agreement Containing Consent Orders To Aid Public Comment Federal Trade Commission. Proposed consent agreement. AGENCY: ACTION: 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. SUMMARY: Comments must be received on or before December 17, 2012. ADDRESSES: Interested parties may file a comment at https:// ftcpublic.commentworks.com/ftc/ hertzdollarthriftyconsent online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Write ‘‘Hertz, File No. 101 0137’’ on your comment and file your comment online at https:// ftcpublic.commentworks.com/ftc/ hertzdollarthriftyconsent by following the instructions on the web-based form. If you prefer to file your comment on paper, mail or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580. FOR FURTHER INFORMATION CONTACT: Michael R. Moiseyev (202–326–3106), FTC, Bureau of Competition, 600 Pennsylvania Avenue NW., Washington, DC 20580. SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 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 mstockstill on DSK4VPTVN1PROD with NOTICES DATES: VerDate Mar<15>2010 16:24 Nov 23, 2012 Jkt 229001 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 November 15, 2012), 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, DC 20580, either in person or by calling (202) 326–2222. You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before December 17, 2012. Write ‘‘Hertz, File No. 101 0137’’ on your comment. Your comment—including your name and your state—will be placed on the public record of this proceeding, including, to the extent practicable, on the public Commission Web site, at https://www.ftc.gov/os/ publiccomments.shtm. As a matter of discretion, the Commission tries to remove individuals’ home contact information from comments before placing them on the Commission Web site. Because your comment will be made public, you are solely responsible for making sure that your comment does not include any sensitive personal information, like anyone’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. You are also solely responsible for making sure that your comment does not include any sensitive health information, like medical records or other individually identifiable health information. In addition, do not include any ‘‘[t]rade secret or any commercial or financial information which * * * is privileged or confidential,’’ as discussed in Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2). In particular, do not include competitively sensitive information such as costs, sales statistics, inventories, formulas, patterns, devices, manufacturing processes, or customer names. If you want the Commission to give your comment confidential treatment, you must file it in paper form, with a request for confidential treatment, and you have to follow the procedure explained in FTC Rule 4.9(c), 16 CFR 4.9(c).1 Your comment will be kept 1 In particular, the written request for confidential treatment that accompanies the comment must include the factual and legal basis for the request, and must identify the specific portions of the PO 00000 Frm 00029 Fmt 4703 Sfmt 4703 confidential only if the FTC General Counsel, in his or her sole discretion, grants your request in accordance with the law and the public interest. Postal mail addressed to the Commission is subject to delay due to heightened security screening. As a result, we encourage you to submit your comments online. To make sure that the Commission considers your online comment, you must file it at https:// ftcpublic.commentworks.com/ftc/ hertzdollarthriftyconsent by following the instructions on the web-based form. If this Notice appears at https:// www.regulations.gov/#!home, you also may file a comment through that Web site. If you file your comment on paper, write ‘‘Hertz, File No. 101 0137’’ on your comment and on the envelope, and mail or deliver it to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580. If possible, submit your paper comment to the Commission by courier or overnight service. Visit the Commission Web site at https://www.ftc.gov to read this Notice and the news release describing it. The FTC Act and other laws that 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 on or before December 17, 2012. You can find more information, including routine uses permitted by the Privacy Act, in the Commission’s privacy policy, at https://www.ftc.gov/ftc/privacy.htm. Analysis of Agreement Containing Consent Order To Aid Public Comment I. Introduction The Federal Trade Commission (‘‘Commission’’) has accepted from Hertz Global Holdings, Inc. (‘‘Hertz’’), subject to final approval, an Agreement Containing Consent Orders (‘‘Consent Agreement’’), which is designed to remedy the anticompetitive effects resulting from Hertz’s proposed acquisition of Dollar Thrifty Automotive Group, Inc. (‘‘Dollar Thrifty’’). Under the terms of the Consent Agreement, Hertz will divest its Advantage Rent A Car (‘‘Advantage’’) business as well as the right to operate at 16 additional Dollar Thrifty on-airport locations at which Advantage does not yet operate to Franchise Services of North America, Inc. (‘‘FSNA’’) and Macquarie Capital comment to be withheld from the public record. See FTC Rule 4.9(c), 16 CFR 4.9(c). E:\FR\FM\26NON1.SGM 26NON1 Federal Register / Vol. 77, No. 227 / Monday, November 26, 2012 / Notices USA Inc. (‘‘Macquarie’’) (collectively ‘‘FSNA/Macquarie’’). Hertz will also divest 13 additional Dollar Thrifty onairport locations to FSNA/Macquarie or another buyer, subject to the approval of the Commission, following the closing of its acquisition of Dollar Thrifty. The proposed Consent Agreement has been placed on the public record for 30 days to solicit comments from interested persons. Comments received during this period will become part of the public record. After 30 days, the Commission will again review the proposed Consent Agreement and will decide whether it should withdraw from the proposed Consent Agreement, modify it, or make it final. Pursuant to an Agreement and Plan of Merger dated August 26, 2012, Hertz plans to acquire Dollar Thrifty for approximately $2.3 billion. The Commission’s Complaint alleges that the proposed 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 lessening competition in the market for airport car rentals. mstockstill on DSK4VPTVN1PROD with NOTICES II. The Parties Hertz, headquartered in Park Ridge, New Jersey, is a global supplier of automobile and equipment rentals and related products and services. The company provides car rentals to consumers at virtually every large or medium-sized commercial airport in the United States. Dollar Thrifty is headquartered in Tulsa, Oklahoma, and supplies automobile rentals to customers throughout the United States and Canada. In the United States, Dollar Thrifty is present at most major airports, and it operates 86 company-owned airport locations. III. The Relevant Product and Structure of the Markets The acquisition threatens to harm competition in the airport car rental market. Airport car rentals consist of car rentals made to consumers at airport locations. Airport car rentals are a distinct relevant market because alternative modes of transportation, such as a taxis or buses, are not reasonable substitutes. Other forms of transportation do not provide the convenience, autonomy, or cost efficiency of renting a car, and, as a practical matter, customers are unlikely to turn to these alternative forms of transportation in response to a small but significant increase in airport car rental prices. There are two categories of airport car rentals: those made to VerDate Mar<15>2010 16:24 Nov 23, 2012 Jkt 229001 individual customers; and contracted rentals that are available only to volume purchasers, such as corporate or government customers who have prenegotiated car rental contracts and tour operators offering vacation packages. The competitive concerns associated with the proposed transaction are similar whether the market is viewed as an overall airport car rental market, or as a narrower one excluding rentals made pursuant to pre-negotiated rates and terms. There are four major competitors operating in the airport car rental market: Hertz, which operates the Advantage and Hertz brands; Dollar Thrifty, which operates the Dollar and Thrifty brands; Avis Budget Group, Inc., which operates the Avis and Budget brands; and Enterprise Holdings, Inc., which operates the National, Alamo, and Enterprise brands. Market shares vary by individual airport, but on a national level these four firms account for approximately 98% of all U.S. airport car rentals. The relevant geographic markets in which to evaluate the competitive effects of the acquisition are 72 individual airport locations: • Albuquerque, New Mexico (Albuquerque International Sunport Airport) • Atlanta, Georgia (Hartsfield-Jackson International Airport) • Austin, Texas (Austin-Bergstrom International Airport) • Baltimore, Maryland (Baltimore/ Washington International Thurgood Marshall Airport) • Boston, Massachusetts (Logan International Airport) • Burbank, California (Burbank Bob Hope Airport) • Burlington, Vermont (Burlington International Airport) • Charleston, South Carolina (Charleston International Airport) • Charlotte, North Carolina (Charlotte Douglas International Airport) • Chicago, Illinois (Chicago Midway International Airport) • Chicago, Illinois (Chicago O’Hare International Airport) • Cincinnati, Ohio (Cincinnati/ Northern Kentucky International Airport) • Cleveland, Ohio (Cleveland Hopkins International Airport) • Colorado Springs, Colorado (Colorado Springs Airport) • Dallas, Texas (Dallas Love Field Airport) • Dallas, Texas (Dallas/Fort Worth International Airport) • Detroit, Michigan (Detroit Metro Airport) PO 00000 Frm 00030 Fmt 4703 Sfmt 4703 70441 • Denver, Colorado (Denver International Airport) • Des Moines, Iowa (Des Moines Airport) • El Paso, Texas (El Paso Airport) • Fort Lauderdale, Florida (Fort Lauderdale-Hollywood Airport) • Fort Myers, Florida (Southwest Florida International Airport) • Fort Walton Beach, Florida (Fort Walton Beach Regional Airport) • Harlingen, Texas (Valley International Airport) • Hartford, Connecticut (Bradley International Airport) • Hilo, Hawaii (Hilo International Airport) • Honolulu, Hawaii (Honolulu International Airport) • Houston, Texas (George Bush Intercontinental Airport) • Houston, Texas (William P. Hobby Airport) • Jacksonville, Florida (Jacksonville International Airport) • Kahului, Hawaii (Kahului Airport) • Las Vegas, Nevada (McCarran International Airport) • Lihue, Hawaii (Lihue Airport) • Los Angeles, California (Los Angeles International Airport) • Louisville, Kentucky (Louisville International Airport) • Manchester, New Hampshire (Manchester-Boston Regional Airport) • Miami, Florida (Miami International Airport) • Milwaukee, Wisconsin (Milwaukee International Airport) • Minneapolis-St. Paul, Minnesota (Minneapolis-St. Paul International Airport) • Nashville, Tennessee (Nashville International Airport) • New York, New York (LaGuardia Airport) • New York, New York (John F. Kennedy International Airport) • Newark, New Jersey (Newark Liberty International Airport) • Norfolk, Virginia (Norfolk International Airport) • Oakland, California (Oakland International Airport) • Oklahoma City, Oklahoma (Will Rogers World Airport) • Omaha, Nebraska (Omaha Airport) • Los Angeles, California (Ontario International Airport) • Orange County, California (John Wayne Airport) • Orlando, Florida (Orlando International Airport) • Pensacola, Florida (Pensacola International Airport) • Phoenix, Arizona (Sky Harbor Airport) • Pittsburgh, Pennsylvania (Pittsburgh International Airport) E:\FR\FM\26NON1.SGM 26NON1 70442 Federal Register / Vol. 77, No. 227 / Monday, November 26, 2012 / Notices • Portland, Oregon (Portland International Airport) • Providence, Rhode Island (T.F. Green Airport) • Raleigh-Durham, North Carolina (Raleigh-Durham International Airport) • Reno, Nevada (Reno-Tahoe International Airport) • Richmond, Virginia (Richmond International Airport) • Sacramento, California (Sacramento International Airport) • Salt Lake City, Utah (Salt Lake City International Airport) • San Antonio, Texas (San Antonio International Airport) • San Diego, California (San Diego International Airport) • Sanford, Florida (Orlando-Sanford International Airport) • San Francisco, California (San Francisco International Airport) • San Jose, California (Norman Y. Mineta San Jose International Airport) • Sarasota, Florida (Sarasota Bradenton International Airport) • Seattle, Washington (Seattle-Tacoma International Airport) • Tampa, Florida (Tampa International Airport) • Tulsa, Oklahoma (Tulsa International Airport) • Washington, District of Columbia (Ronald Reagan National Airport) • Washington, District of Columbia (Washington Dulles International Airport) • West Palm Beach, Florida (Palm Beach International Airport) mstockstill on DSK4VPTVN1PROD with NOTICES IV. Entry Neither new entry nor repositioning and expansion sufficient to deter or counteract the anticompetitive effects of the proposed acquisition is likely to occur within two years. A new entrant to the airport car rental market would face significant obstacles, as entering the airport car rental business on an efficient scale is both expensive and time-consuming. In order to compete effectively across geographic markets, a new entrant must have concession contracts in place that allow it to operate at each individual airport, establish brand identity, gain access to online travel agencies and other distribution channels, and be of a size sufficient to achieve economies of scale. Further, in order to draw customers, a new entrant would have to develop a reputation for quality and reliability, and it would take at least several years to acquire a reputation on par with the existing national firms. These entry barriers have limited existing fringe firms from expanding beyond their regional footprints and collective low VerDate Mar<15>2010 16:24 Nov 23, 2012 Jkt 229001 single-digit market share. Accordingly, new entry would not be timely, likely, or sufficient to counteract the anticompetitive effects that would arise as a result of the acquisition. V. Effects of the Acquisition Hertz and Dollar Thrifty are two of four major competitors in markets for airport car rentals. By eliminating the substantial competition between Hertz and Dollar Thrifty, the proposed acquisition would cause consumers of airport car rentals to pay higher prices and experience reduced levels of service and slower innovation rates. With only four suppliers of national significance, the markets for airport car rentals are already highly concentrated. In many instances, Hertz and Dollar Thrifty compete head-to-head for the sale of airport car rentals in each relevant market. Among other ways of competing with Dollar Thrifty, Hertz’s low-priced Advantage brand is positioned similarly to Dollar Thrifty in terms of price, features, and customer service, and Hertz’s incentive to continue to expand Advantage would be reduced significantly post-acquisition. The elimination of the direct current and future competition between Hertz and Dollar Thrifty would allow Hertz to increase prices, slow the pace of innovation, and/or decrease service levels. In addition, the fact that only three firms would own all of the most competitively significant brands after the proposed acquisition leads to an increased likelihood of coordination among the remaining competitors. VI. The Consent Agreement The proposed Consent Agreement resolves the acquisition’s anticompetitive effects by requiring Hertz to divest its entire Advantage business as well as 16 additional onairport locations to FSNA/Macquarie. This divestiture will effectively replicate the loss of current and future competition that would occur if Hertz acquires Dollar Thrifty. Also, by creating a new independently-owned competitor with a national footprint, the Consent Agreement effectively addresses the threat of increased coordinated interaction among the remaining competitors. The Consent Agreement also requires that Hertz divest 13 additional Dollar Thrifty airport concession agreements and related assets to a Commissionapproved buyer, whether FSNA/ Macquarie or another acquirer, within 60 days of the closing of the acquisition. This requirement further ensures that the acquisition will not harm PO 00000 Frm 00031 Fmt 4703 Sfmt 4703 competition in the airport car rental market. FSNA/Macquarie possesses the resources and capability to acquire the divested assets and replace Dollar Thrifty as an effective competitor in the affected geographic markets. FSNA has existing relationships with the major online travel agencies, has the IT infrastructure necessary to support the divested assets, and managers experienced in running a national airport car rental company. Macquarie is a global provider of banking, financial, advisory, investment and funds management services. Macquarie has committed substantial financial resources to the Advantage transaction, and it expects to provide additional growth capital as needed. FSNA/ Macquarie’s resources and expertise, together with the initial rental car fleet and other support terms contained in the Consent Agreement, will enable FSNA/Macquarie to compete effectively as the fourth largest rental car company in the country. Pursuant to the Consent Agreement, FSNA/Macquarie will receive the assets necessary to replicate Advantage’s airport car rental business, and this, coupled with the divestiture of the additional Dollar Thrifty airport concession agreements and related assets, remedies the unilateral and coordinated anticompetitive effects of the transaction. In addition to ensuring that employees of the businesses have the incentive to continue their employment with the acquirers, the Consent Agreement requires Hertz to provide FSNA/Macquarie with access to an initial rental car fleet and related support until FSNA/Macquarie can independently obtain its own fleet of cars. Combined, the Consent Agreement provisions ensure the benefits of competition that would otherwise have been lost through the acquisition will be maintained. The Commission has appointed an interim monitor to oversee the divestiture of the assets after the Consent Agreement has been signed. In order to ensure that the Commission remains informed about the status of the proposed divestitures, the proposed Consent Agreement requires the parties to file periodic reports with the Commission until the divestiture is accomplished. If the Commission determines that Hertz has not fully complied with its obligations under the Decision and Order within ten days after the date the Decision and Order becomes final, the Commission may seek civil penalties to ensure that Hertz remains in compliance. E:\FR\FM\26NON1.SGM 26NON1 70443 Federal Register / Vol. 77, No. 227 / Monday, November 26, 2012 / Notices The purpose of this analysis is to facilitate public comment on the Consent Agreement, and it is not intended to constitute an official interpretation of the proposed Decision and Order or to modify its terms in any way. By direction of the Commission, Commissioner Rosch dissenting. Donald S. Clark, Secretary. [FR Doc. 2012–28517 Filed 11–23–12; 8:45 am] BILLING CODE 6750–01–P DEPARTMENT OF HEALTH AND HUMAN SERVICES Office of the Secretary [Document Identifier: HHS–OS–17339–30D] Agency Information Collection Activities; Submission to OMB for Review and Approval; Public Comment Request Office of the Secretary, HHS. ACTION: Notice. AGENCY: In compliance with section 3507(a)(1)(D) of the Paperwork Reduction Act of 1995, the Office of the Secretary, Department of Health and Human Services, has submitted an Information Collection Request (ICR), described below, to the Office of Management and Budget (OMB) for review and approval. The ICR is for renewal of the approved information collection assigned OMB control number 0990–0302, scheduled to expire on November 31, 2012. Comments submitted during the first public review of this ICR will be provided to OMB. OMB will accept further comments from SUMMARY: the public on this ICR during the review and approval period. DATES: Comments on the ICR must be received on or before December 26, 2012. Submit your comments to OIRA_submission@omb.eop.gov or via facsimile to (202) 395–5806. FOR FURTHER INFORMATION CONTACT: Information Collection Clearance staff, Information.CollectionClearance@ hhs.gov or (202) 690–6162. SUPPLEMENTARY INFORMATION: When submitting comments or requesting information, please include the OMB control number 0990–0302 and document identifier HHS–OS–17339– 30D for reference. Information Collection Request Title: Medical Reserve Corps Unit Profile and Reports. OMB No.: 0990–0302. Abstract: Medical Reserve Corps (MRC) units are currently located in almost 1,000 communities across the United States, and represent a resource of more than 205,000 volunteers. In order to continue supporting the MRC units in communities across the United States, and to continue planning for future emergencies that are national in scope, detailed information about the MRC units, including unit demographics, contact information (regular and emergency), volunteer numbers, unit characteristics and information about activities is needed by the Division of Civilian Volunteer Medical Reserve Corps (DCVMRC). MRC Unit Leaders are asked to update this information on the MRC Web site at least quarterly, and to participate in a Technical Assistance Assessment at least annually. This OMB extension request is for 3 years. ADDRESSES: Need and Proposed Use of the Information: DCVMRC uses MRC unit data in reports and presentations, and analyzes the data to assess the maturation and sustainment of the program, confirm that MRC units are carrying out activities in support of the Surgeon General’s priorities, and to best tailor the technical assistance provided to MRC units. In addition, the data serves as an important recruitment tool for the individual MRC units. Often, before committing to volunteer with an MRC unit, potential volunteers go to the MRC Web site (www.medicalreserve corps.gov) to review the local MRC profile, which includes its name and point of contact, the most recent MRC unit activities, the community served, the date established, a narrative profile, and an up-to-date count of its volunteers. Likely Respondents: MRC Unit Leaders Burden Statement: Burden in this context means the time expended by persons to generate, maintain, retain, disclose or provide the information requested. This includes the time needed to review instructions, to develop, acquire, install and utilize technology and systems for the purpose of collecting, validating and verifying information, processing and maintaining information, and disclosing and providing information, to train personnel and to be able to respond to a collection of information, to search data sources, to complete and review the collection of information, and to transmit or otherwise disclose the information. The total annual burden hours estimated for this ICR are summarized in the table below. TOTAL ESTIMATED ANNUALIZED BURDEN—HOURS Number of respondents Form name Average burden per response (in hours) Number of responses per respondent Total burden hours 1,000 6 1 6,000 Total .......................................................................................................... mstockstill on DSK4VPTVN1PROD with NOTICES MRC Unit Registration Form ........................................................................... ........................ 6,000 ........................ 6,000 Keith A. Tucker, Information Collection Clearance Officer. [FR Doc. 2012–28567 Filed 11–23–12; 8:45 am] BILLING CODE 4150–47–P VerDate Mar<15>2010 18:49 Nov 23, 2012 Jkt 229001 PO 00000 Frm 00032 Fmt 4703 Sfmt 4703 E:\FR\FM\26NON1.SGM 26NON1

Agencies

[Federal Register Volume 77, Number 227 (Monday, November 26, 2012)]
[Notices]
[Pages 70440-70443]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-28517]


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FEDERAL TRADE COMMISSION

[File No. 101 0137]


Hertz Global Holdings, Inc.; Analysis of 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 December 17, 2012.

ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/hertzdollarthriftyconsent online or on 
paper, by following the instructions in the Request for Comment part of 
the SUPPLEMENTARY INFORMATION section below. Write ``Hertz, File No. 
101 0137'' on your comment and file your comment online at https://ftcpublic.commentworks.com/ftc/hertzdollarthriftyconsent by following 
the instructions on the web-based form. If you prefer to file your 
comment on paper, mail or deliver your comment to the following 
address: Federal Trade Commission, Office of the Secretary, Room H-113 
(Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Michael R. Moiseyev (202-326-3106), 
FTC, Bureau of Competition, 600 Pennsylvania Avenue NW., Washington, DC 
20580.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 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 November 15, 2012), 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, DC 20580, either in person or by calling (202) 326-
2222.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before December 17, 
2012. Write ``Hertz, File No. 101 0137'' on your comment. Your 
comment--including your name and your state--will be placed on the 
public record of this proceeding, including, to the extent practicable, 
on the public Commission Web site, at https://www.ftc.gov/os/publiccomments.shtm. As a matter of discretion, the Commission tries to 
remove individuals' home contact information from comments before 
placing them on the Commission Web site.
    Because your comment will be made public, you are solely 
responsible for making sure that your comment does not include any 
sensitive personal information, like anyone'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. You are also solely 
responsible for making sure that your comment does not include any 
sensitive health information, like medical records or other 
individually identifiable health information. In addition, do not 
include any ``[t]rade secret or any commercial or financial information 
which * * * is privileged or confidential,'' as discussed in Section 
6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 
4.10(a)(2). In particular, do not include competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns, devices, manufacturing processes, or customer names.
    If you want the Commission to give your comment confidential 
treatment, you must file it in paper form, with a request for 
confidential treatment, and you have to follow the procedure explained 
in FTC Rule 4.9(c), 16 CFR 4.9(c).\1\ Your comment will be kept 
confidential only if the FTC General Counsel, in his or her sole 
discretion, grants your request in accordance with the law and the 
public interest.
---------------------------------------------------------------------------

    \1\ In particular, the written request for confidential 
treatment that accompanies the comment must include the factual and 
legal basis for the request, and must identify the specific portions 
of the comment to be withheld from the public record. See FTC Rule 
4.9(c), 16 CFR 4.9(c).
---------------------------------------------------------------------------

    Postal mail addressed to the Commission is subject to delay due to 
heightened security screening. As a result, we encourage you to submit 
your comments online. To make sure that the Commission considers your 
online comment, you must file it at https://ftcpublic.commentworks.com/ftc/hertzdollarthriftyconsent by following the instructions on the web-
based form. If this Notice appears at https://www.regulations.gov/#!home, you also may file a comment through that Web site.
    If you file your comment on paper, write ``Hertz, File No. 101 
0137'' on your comment and on the envelope, and mail or deliver it to 
the following address: Federal Trade Commission, Office of the 
Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue NW., 
Washington, DC 20580. If possible, submit your paper comment to the 
Commission by courier or overnight service.
    Visit the Commission Web site at https://www.ftc.gov to read this 
Notice and the news release describing it. The FTC Act and other laws 
that 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 on or before December 17, 2012. You can find more 
information, including routine uses permitted by the Privacy Act, in 
the Commission's privacy policy, at https://www.ftc.gov/ftc/privacy.htm.

Analysis of Agreement Containing Consent Order To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted from 
Hertz Global Holdings, Inc. (``Hertz''), subject to final approval, an 
Agreement Containing Consent Orders (``Consent Agreement''), which is 
designed to remedy the anticompetitive effects resulting from Hertz's 
proposed acquisition of Dollar Thrifty Automotive Group, Inc. (``Dollar 
Thrifty''). Under the terms of the Consent Agreement, Hertz will divest 
its Advantage Rent A Car (``Advantage'') business as well as the right 
to operate at 16 additional Dollar Thrifty on-airport locations at 
which Advantage does not yet operate to Franchise Services of North 
America, Inc. (``FSNA'') and Macquarie Capital

[[Page 70441]]

USA Inc. (``Macquarie'') (collectively ``FSNA/Macquarie''). Hertz will 
also divest 13 additional Dollar Thrifty on-airport locations to FSNA/
Macquarie or another buyer, subject to the approval of the Commission, 
following the closing of its acquisition of Dollar Thrifty.
    The proposed Consent Agreement has been placed on the public record 
for 30 days to solicit comments from interested persons. Comments 
received during this period will become part of the public record. 
After 30 days, the Commission will again review the proposed Consent 
Agreement and will decide whether it should withdraw from the proposed 
Consent Agreement, modify it, or make it final.
    Pursuant to an Agreement and Plan of Merger dated August 26, 2012, 
Hertz plans to acquire Dollar Thrifty for approximately $2.3 billion. 
The Commission's Complaint alleges that the proposed 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 lessening competition in the market for 
airport car rentals.

II. The Parties

    Hertz, headquartered in Park Ridge, New Jersey, is a global 
supplier of automobile and equipment rentals and related products and 
services. The company provides car rentals to consumers at virtually 
every large or medium-sized commercial airport in the United States.
    Dollar Thrifty is headquartered in Tulsa, Oklahoma, and supplies 
automobile rentals to customers throughout the United States and 
Canada. In the United States, Dollar Thrifty is present at most major 
airports, and it operates 86 company-owned airport locations.

III. The Relevant Product and Structure of the Markets

    The acquisition threatens to harm competition in the airport car 
rental market. Airport car rentals consist of car rentals made to 
consumers at airport locations. Airport car rentals are a distinct 
relevant market because alternative modes of transportation, such as a 
taxis or buses, are not reasonable substitutes. Other forms of 
transportation do not provide the convenience, autonomy, or cost 
efficiency of renting a car, and, as a practical matter, customers are 
unlikely to turn to these alternative forms of transportation in 
response to a small but significant increase in airport car rental 
prices. There are two categories of airport car rentals: those made to 
individual customers; and contracted rentals that are available only to 
volume purchasers, such as corporate or government customers who have 
pre-negotiated car rental contracts and tour operators offering 
vacation packages. The competitive concerns associated with the 
proposed transaction are similar whether the market is viewed as an 
overall airport car rental market, or as a narrower one excluding 
rentals made pursuant to pre-negotiated rates and terms.
    There are four major competitors operating in the airport car 
rental market: Hertz, which operates the Advantage and Hertz brands; 
Dollar Thrifty, which operates the Dollar and Thrifty brands; Avis 
Budget Group, Inc., which operates the Avis and Budget brands; and 
Enterprise Holdings, Inc., which operates the National, Alamo, and 
Enterprise brands. Market shares vary by individual airport, but on a 
national level these four firms account for approximately 98% of all 
U.S. airport car rentals.
    The relevant geographic markets in which to evaluate the 
competitive effects of the acquisition are 72 individual airport 
locations:

 Albuquerque, New Mexico (Albuquerque International Sunport 
Airport)
 Atlanta, Georgia (Hartsfield-Jackson International Airport)
 Austin, Texas (Austin-Bergstrom International Airport)
 Baltimore, Maryland (Baltimore/Washington International 
Thurgood Marshall Airport)
 Boston, Massachusetts (Logan International Airport)
 Burbank, California (Burbank Bob Hope Airport)
 Burlington, Vermont (Burlington International Airport)
 Charleston, South Carolina (Charleston International Airport)
 Charlotte, North Carolina (Charlotte Douglas International 
Airport)
 Chicago, Illinois (Chicago Midway International Airport)
 Chicago, Illinois (Chicago O'Hare International Airport)
 Cincinnati, Ohio (Cincinnati/Northern Kentucky International 
Airport)
 Cleveland, Ohio (Cleveland Hopkins International Airport)
 Colorado Springs, Colorado (Colorado Springs Airport)
 Dallas, Texas (Dallas Love Field Airport)
 Dallas, Texas (Dallas/Fort Worth International Airport)
 Detroit, Michigan (Detroit Metro Airport)
 Denver, Colorado (Denver International Airport)
 Des Moines, Iowa (Des Moines Airport)
 El Paso, Texas (El Paso Airport)
 Fort Lauderdale, Florida (Fort Lauderdale-Hollywood Airport)
 Fort Myers, Florida (Southwest Florida International Airport)
 Fort Walton Beach, Florida (Fort Walton Beach Regional 
Airport)
 Harlingen, Texas (Valley International Airport)
 Hartford, Connecticut (Bradley International Airport)
 Hilo, Hawaii (Hilo International Airport)
 Honolulu, Hawaii (Honolulu International Airport)
 Houston, Texas (George Bush Intercontinental Airport)
 Houston, Texas (William P. Hobby Airport)
 Jacksonville, Florida (Jacksonville International Airport)
 Kahului, Hawaii (Kahului Airport)
 Las Vegas, Nevada (McCarran International Airport)
 Lihue, Hawaii (Lihue Airport)
 Los Angeles, California (Los Angeles International Airport)
 Louisville, Kentucky (Louisville International Airport)
 Manchester, New Hampshire (Manchester-Boston Regional Airport)
 Miami, Florida (Miami International Airport)
 Milwaukee, Wisconsin (Milwaukee International Airport)
 Minneapolis-St. Paul, Minnesota (Minneapolis-St. Paul 
International Airport)
 Nashville, Tennessee (Nashville International Airport)
 New York, New York (LaGuardia Airport)
 New York, New York (John F. Kennedy International Airport)
 Newark, New Jersey (Newark Liberty International Airport)
 Norfolk, Virginia (Norfolk International Airport)
 Oakland, California (Oakland International Airport)
 Oklahoma City, Oklahoma (Will Rogers World Airport)
 Omaha, Nebraska (Omaha Airport)
 Los Angeles, California (Ontario International Airport)
 Orange County, California (John Wayne Airport)
 Orlando, Florida (Orlando International Airport)
 Pensacola, Florida (Pensacola International Airport)
 Phoenix, Arizona (Sky Harbor Airport)
 Pittsburgh, Pennsylvania (Pittsburgh International Airport)

[[Page 70442]]

 Portland, Oregon (Portland International Airport)
 Providence, Rhode Island (T.F. Green Airport)
 Raleigh-Durham, North Carolina (Raleigh-Durham International 
Airport)
 Reno, Nevada (Reno-Tahoe International Airport)
 Richmond, Virginia (Richmond International Airport)
 Sacramento, California (Sacramento International Airport)
 Salt Lake City, Utah (Salt Lake City International Airport)
 San Antonio, Texas (San Antonio International Airport)
 San Diego, California (San Diego International Airport)
 Sanford, Florida (Orlando-Sanford International Airport)
 San Francisco, California (San Francisco International 
Airport)
 San Jose, California (Norman Y. Mineta San Jose International 
Airport)
 Sarasota, Florida (Sarasota Bradenton International Airport)
 Seattle, Washington (Seattle-Tacoma International Airport)
 Tampa, Florida (Tampa International Airport)
 Tulsa, Oklahoma (Tulsa International Airport)
 Washington, District of Columbia (Ronald Reagan National 
Airport)
 Washington, District of Columbia (Washington Dulles 
International Airport)
 West Palm Beach, Florida (Palm Beach International Airport)

IV. Entry

    Neither new entry nor repositioning and expansion sufficient to 
deter or counteract the anticompetitive effects of the proposed 
acquisition is likely to occur within two years. A new entrant to the 
airport car rental market would face significant obstacles, as entering 
the airport car rental business on an efficient scale is both expensive 
and time-consuming. In order to compete effectively across geographic 
markets, a new entrant must have concession contracts in place that 
allow it to operate at each individual airport, establish brand 
identity, gain access to online travel agencies and other distribution 
channels, and be of a size sufficient to achieve economies of scale. 
Further, in order to draw customers, a new entrant would have to 
develop a reputation for quality and reliability, and it would take at 
least several years to acquire a reputation on par with the existing 
national firms. These entry barriers have limited existing fringe firms 
from expanding beyond their regional footprints and collective low 
single-digit market share. Accordingly, new entry would not be timely, 
likely, or sufficient to counteract the anticompetitive effects that 
would arise as a result of the acquisition.

V. Effects of the Acquisition

    Hertz and Dollar Thrifty are two of four major competitors in 
markets for airport car rentals. By eliminating the substantial 
competition between Hertz and Dollar Thrifty, the proposed acquisition 
would cause consumers of airport car rentals to pay higher prices and 
experience reduced levels of service and slower innovation rates.
    With only four suppliers of national significance, the markets for 
airport car rentals are already highly concentrated. In many instances, 
Hertz and Dollar Thrifty compete head-to-head for the sale of airport 
car rentals in each relevant market. Among other ways of competing with 
Dollar Thrifty, Hertz's low-priced Advantage brand is positioned 
similarly to Dollar Thrifty in terms of price, features, and customer 
service, and Hertz's incentive to continue to expand Advantage would be 
reduced significantly post-acquisition. The elimination of the direct 
current and future competition between Hertz and Dollar Thrifty would 
allow Hertz to increase prices, slow the pace of innovation, and/or 
decrease service levels. In addition, the fact that only three firms 
would own all of the most competitively significant brands after the 
proposed acquisition leads to an increased likelihood of coordination 
among the remaining competitors.

VI. The Consent Agreement

    The proposed Consent Agreement resolves the acquisition's 
anticompetitive effects by requiring Hertz to divest its entire 
Advantage business as well as 16 additional on-airport locations to 
FSNA/Macquarie. This divestiture will effectively replicate the loss of 
current and future competition that would occur if Hertz acquires 
Dollar Thrifty. Also, by creating a new independently-owned competitor 
with a national footprint, the Consent Agreement effectively addresses 
the threat of increased coordinated interaction among the remaining 
competitors. The Consent Agreement also requires that Hertz divest 13 
additional Dollar Thrifty airport concession agreements and related 
assets to a Commission-approved buyer, whether FSNA/Macquarie or 
another acquirer, within 60 days of the closing of the acquisition. 
This requirement further ensures that the acquisition will not harm 
competition in the airport car rental market.
    FSNA/Macquarie possesses the resources and capability to acquire 
the divested assets and replace Dollar Thrifty as an effective 
competitor in the affected geographic markets. FSNA has existing 
relationships with the major online travel agencies, has the IT 
infrastructure necessary to support the divested assets, and managers 
experienced in running a national airport car rental company. Macquarie 
is a global provider of banking, financial, advisory, investment and 
funds management services. Macquarie has committed substantial 
financial resources to the Advantage transaction, and it expects to 
provide additional growth capital as needed. FSNA/Macquarie's resources 
and expertise, together with the initial rental car fleet and other 
support terms contained in the Consent Agreement, will enable FSNA/
Macquarie to compete effectively as the fourth largest rental car 
company in the country.
    Pursuant to the Consent Agreement, FSNA/Macquarie will receive the 
assets necessary to replicate Advantage's airport car rental business, 
and this, coupled with the divestiture of the additional Dollar Thrifty 
airport concession agreements and related assets, remedies the 
unilateral and coordinated anticompetitive effects of the transaction. 
In addition to ensuring that employees of the businesses have the 
incentive to continue their employment with the acquirers, the Consent 
Agreement requires Hertz to provide FSNA/Macquarie with access to an 
initial rental car fleet and related support until FSNA/Macquarie can 
independently obtain its own fleet of cars. Combined, the Consent 
Agreement provisions ensure the benefits of competition that would 
otherwise have been lost through the acquisition will be maintained.
    The Commission has appointed an interim monitor to oversee the 
divestiture of the assets after the Consent Agreement has been signed. 
In order to ensure that the Commission remains informed about the 
status of the proposed divestitures, the proposed Consent Agreement 
requires the parties to file periodic reports with the Commission until 
the divestiture is accomplished. If the Commission determines that 
Hertz has not fully complied with its obligations under the Decision 
and Order within ten days after the date the Decision and Order becomes 
final, the Commission may seek civil penalties to ensure that Hertz 
remains in compliance.

[[Page 70443]]

    The purpose of this analysis is to facilitate public comment on the 
Consent Agreement, and it is not intended to constitute an official 
interpretation of the proposed Decision and Order or to modify its 
terms in any way.

    By direction of the Commission, Commissioner Rosch dissenting.
Donald S. Clark,
Secretary.
[FR Doc. 2012-28517 Filed 11-23-12; 8:45 am]
BILLING CODE 6750-01-P
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