Charlotte Pipe and Foundry; Analysis to Aid Public Comment, 21123-21125 [2013-08217]

Download as PDF Federal Register / Vol. 78, No. 68 / Tuesday, April 9, 2013 / Notices to comment on it. Finally, standard filing procedures inform petitioners precisely what the Commission expects from them in order to make the statutory determinations that the statute requires. Federal Communications Commission. Marlene H. Dortch, Secretary. to Mr. Robert E. Feldman, Executive Secretary of the Corporation, at 202– 898–7043. Dated: April 4, 2013. Federal Deposit Insurance Corporation. Robert E. Feldman, Executive Secretary. [FR Doc. 2013–08333 Filed 4–5–13; 11:15 am] [FR Doc. 2013–08135 Filed 4–8–13; 8:45 am] BILLING CODE P BILLING CODE 6712–01–P FEDERAL TRADE COMMISSION [File No. 111 0034] Sunshine Act Meeting sroberts on DSK5SPTVN1PROD with NOTICES FEDERAL DEPOSIT INSURANCE CORPORATION Charlotte Pipe and Foundry; Analysis to Aid Public Comment Pursuant to the provisions of the ‘‘Government in the Sunshine Act’’ (5 U.S.C. 552b), notice is hereby given that the Federal Deposit Insurance Corporation’s Board of Directors will meet in open session at 3:00 p.m. on Thursday, April 11, 2013, to consider the following matters: Summary Agenda: No substantive discussion of the following items is anticipated. These matters will be resolved with a single vote unless a member of the Board of Directors requests that an item be moved to the discussion agenda. Disposition of minutes of previous Board of Directors’ Meetings. Memorandum re: Update to the Statement of Policy on Development and Review of FDIC Regulations and Policies. Summary reports, status reports, and reports of actions taken pursuant to authority delegated by the Board of Directors. DISCUSSION AGENDA: Memorandum re: Update of Projected Deposit Insurance Fund Losses, Income, and Reserve Ratios for the Restoration Plan. The meeting will be held in the Board Room on the sixth floor of the FDIC Building located at 550 17th Street NW., Washington, DC. This Board meeting will be Webcast live via the Internet and subsequently made available on-demand approximately one week after the event. Visit https://www.vodium.com/goto/fdic/ boardmeetings.asp to view the event. If you need any technical assistance, please visit our Video Help page at: https://www.fdic.gov/video.html. The FDIC will provide attendees with auxiliary aids (e.g., sign language interpretation) required for this meeting. Those attendees needing such assistance should call 703–562–2404 (Voice) or 703–649–4354 (Video Phone) to make necessary arrangements. Requests for further information concerning the meeting may be directed VerDate Mar<15>2010 16:19 Apr 08, 2013 Jkt 229001 Federal Trade Commission. Proposed Consent Agreement. AGENCY: ACTION: SUMMARY: The consent agreement in this matter settles alleged violations of federal law prohibiting unfair or deceptive acts or practices or unfair methods of competition. The attached Analysis to Aid Public Comment describes both the allegations in the draft complaint and the terms of the consent order—embodied in the consent agreement—that would settle these allegations. Comments must be received on or before May 2, 2013. ADDRESSES: Interested parties may file a comment at https:// ftcpublic.commentworks.com/ftc/ charlottepipeconsent online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Write ‘‘Charlotte Pipe, File No. 111 0034’’ on your comment and file your comment online at https:// ftcpublic.commentworks.com/ftc/ charlottepipeconsent 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: William L. Lanning (202–326–3361), 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 DATES: PO 00000 Frm 00026 Fmt 4703 Sfmt 4703 21123 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 April 2, 2013), 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 May 2, 2013. Write ‘‘Charlotte Pipe, File No. 111 0034’’ 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 E:\FR\FM\09APN1.SGM 09APN1 21124 Federal Register / Vol. 78, No. 68 / Tuesday, April 9, 2013 / Notices sroberts on DSK5SPTVN1PROD with NOTICES 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. 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/ charlottepipeconsent 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 ‘‘Charlotte Pipe, File No. 111 0034’’ 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 May 2, 2013. 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 The Federal Trade Commission (‘‘Commission’’ or ‘‘FTC’’) has accepted, subject to final approval, an Agreement Containing Consent Order (‘‘Consent Agreement’’) from Charlotte Pipe and Foundry Company (hereinafter ‘‘CP&F’’) and its wholly-owned subsidiary, Randolph Holding Company, L.L.C. (hereinafter ‘‘Randolph’’) (hereinafter jointly referred to as ‘‘Charlotte Pipe’’ or ‘‘Respondents’’). The purpose of the Consent Agreement is to address the anticompetitive effects resulting from Charlotte Pipe’s 2010 acquisition (the ‘‘Acquisition’’) of the cast iron soil pipe 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). VerDate Mar<15>2010 16:19 Apr 08, 2013 Jkt 229001 (‘‘CISP’’) business of Star Pipe Products, Ltd. (‘‘Star Pipe’’). The parties to that transaction also entered a ‘‘Confidentiality and Non-Competition Agreement.’’ The Acquisition was not reportable under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, 15 U.S.C. 18a (‘‘HSR Act’’). The administrative complaint (‘‘Complaint’’) alleges that the Acquisition violated Section 7 of the Clayton Act, 15 U.S.C. 18, and Section 5 of the Federal Trade Commission Act, 15 U.S.C. 45. Under the terms of the proposed Consent Agreement, Charlotte Pipe is: required to provide prior notification to the FTC, for a period of ten years, of an acquisition of any entity engaged in the manufacture and sale of CISP products in or into the United States; prohibited from enforcing the ‘‘Confidentiality and Non-Competition Agreement’’ against Star Pipe; and required to inform its customers and the public of the Acquisition and other transactions involving other CISP competitors. The proposed Consent Agreement has been placed on the public record for 30 days for receipt of comments from interested members of the public. Comments received during this period will become part of the public record. After 30 days, the Commission will review the Consent Agreement again and the comments received, and will decide whether it should withdraw from the Consent Agreement or make final the accompanying Decision and Order. The purpose of this Analysis to Aid Public Comment is to invite and facilitate public comment. It is not intended to constitute an official interpretation of the proposed Consent Agreement and the accompanying Decision and Order or in any way to modify their terms. The Consent Agreement is for settlement purposes only and does not constitute an admission by Charlotte Pipe that the law has been violated as alleged in the Complaint or that the facts alleged in the Complaint, other than jurisdictional facts, are true. I. The Complaint The Complaint makes the following allegations. A. The Respondents CP&F is a privately-held corporation with its principal place of business located at 2109 Randolph Road, Charlotte, NC 28207. CP&F is one of the largest producers and sellers of CISP products in the United States. Randolph is a wholly-owned subsidiary of CP&F. Randolph, acting on behalf of CP&F, executed both the Acquisition agreement as the ‘‘Buyer’’ of PO 00000 Frm 00027 Fmt 4703 Sfmt 4703 Star Pipe’s CISP business and the ‘‘Confidentiality and Non-Competition Agreement’’ referenced herein. B. The Product and Structure of the Market CISP products are components of pipelines systems used in buildings to transport wastewater to the sewer system, to vent the plumbing system, and to transport rainwater to storm drains. The end-users of CISP products are construction firms, plumbers, or developers. The relevant line of commerce within which to analyze the effects of the Acquisition is the market for the sale of CISP products for use in commercial, industrial, and multi-story residential buildings in the United States. Plastic products are not a viable substitute for CISP products because state and local building codes in the United States generally require the use of CISP products in commercial, industrial, and multi-story residential buildings. The relevant geographic market within which to analyze the effects of the Acquisition is no broader than the United States, and may contain smaller geographic markets consisting of states, multi-state regions, or metropolitan areas. The United States CISP products market is highly concentrated. At the time of the Acquisition, two firms, Charlotte Pipe and McWane Inc., sold in excess of ninety percent of the CISP products in the United States. Companies that sell imported CISP products, including Star Pipe, accounted for the remaining sales. C. Star Pipe and the Acquisition In 2007, Star Pipe entered the United States CISP products market. Between 2007 and 2010, Star Pipe expanded its sales base throughout the United States. In contested markets, Star Pipe acted as a disruptive force, competing on price and service to the benefit of consumers. In July 2010, Charlotte Pipe executed an Asset Purchase Agreement with Star Pipe to acquire the assets of Star Pipe’s CISP business for approximately $19 million. Pursuant to the agreement, Charlotte Pipe purchased, among other things, Star Pipe’s inventory, its production equipment located in China, and its business records and customer list. The parties to the agreement also executed a ‘‘Confidentiality and NonCompetition Agreement’’ that prohibited Star Pipe and certain Star Pipe employees from competing with Charlotte Pipe in the United States, Mexico, and Canada for a period of six years. In addition, Star Pipe agreed to keep the Acquisition confidential and to E:\FR\FM\09APN1.SGM 09APN1 Federal Register / Vol. 78, No. 68 / Tuesday, April 9, 2013 / Notices send to its customers a letter indicating that it had decided to the exit the CISP business. After the Acquisition, Charlotte Pipe destroyed the CISP production equipment that it acquired from Star Pipe. D. Conditions of Entry Entry into the relevant markets would not be timely, likely, or sufficient in magnitude, character, and scope to deter or counteract the anticompetitive effects of the Acquisition. sroberts on DSK5SPTVN1PROD with NOTICES E. Effects The effects of Charlotte Pipe’s acquisition of Star Pipe’s CISP business have been a substantial lessening of competition in the relevant markets. Specifically, the Acquisition has: eliminated actual, direct, and substantial competition between Charlotte Pipe and Star Pipe in the relevant markets; substantially increased the level of concentration in the relevant markets; eliminated a maverick firm; increased the ability of Charlotte Pipe unilaterally to exercise market power; and prevented Star Pipe and certain Star Pipe employees from re-entering the CISP products market for a period of six years. II. The Proposed Order Paragraph II of the Proposed Order requires Charlotte Pipe to provide prior notification to the Commission of an acquisition of any entity engaged in the manufacture and sale of CISP products in or into the United States. This paragraph also requires Charlotte Pipe to comply with premerger notification procedures and waiting periods similar to those found in the HSR Act. This provision is necessary because Charlotte Pipe has previously acquired several firms in the CISP products market in non-reportable transactions. The Proposed Order affords the Commission an appropriate mechanism to review all proposed acquisitions by Charlotte Pipe in the CISP products market to guard against future anticompetitive transactions. Paragraph III of Proposed Order prevents Charlotte Pipe from enforcing the Confidentiality and NonCompetition Agreement. This frees Star Pipe, and its current and former employees, to enter and compete against Charlotte Pipe in the United States, Canada, or Mexico. Paragraphs IV–VII impose reporting and other compliance requirements. In particular, Charlotte Pipe is required to send a letter to its customers and to maintain a link on its Web site relating to the Acquisition and Charlotte Pipe’s other non-reportable transactions, VerDate Mar<15>2010 16:19 Apr 08, 2013 Jkt 229001 including Matco-Norca in 2009, DWV Casting Company (‘‘DWV’’) in 2004, and Richmond Foundry, Inc. (‘‘Richmond Foundry’’) in 2002. This provision is appropriate because Charlotte Pipe’s confidential acquisitions are not widely known in the CISP industry and have given rise to a perception among distributors and end-users that importers of CISP products are transient and unreliable operations. The proposed order serves to inform market participants about Charlotte Pipe’s role in the exit of Star Pipe, Matco-Norca, DWV, and Richmond Foundry from the CISP industry. The Proposed Order will expire in 10 years. 21125 Experimental Hematology 31:372–381, 2003, has been corrected. Specifically, ORI finds that by a preponderance of the evidence, Respondent falsified and/or fabricated results relating to the above publications and grants. Specifically, Respondent: 1. Falsely reported sequencing data in the NEM manuscript to strengthen the hypothesis that NE mutations contributed to the phenotype observed in severe congenital neutropenia (SCN) patients. Specifically: a. Respondent falsely reported in Figures 2A and 3 that patient 3 had the R191Q neutrophil elastase (NE) mutation, when the majority of the sequencing experiments showed that the mutation was not present. By direction of the Commission. b. Respondent fabricated text (p. 12) Donald S. Clark, reporting that sequencing of RT–PCR Secretary. products confirmed the expression of the NE mutants in the SCN patients and [FR Doc. 2013–08217 Filed 4–8–13; 8:45 am] that no mutations were present in the BILLING CODE 6750–01–P granulocyte colony stimulating factor receptor (G–CSFR) gene and the Wiskott-Aldrich Syndrome (WAS) gene DEPARTMENT OF HEALTH AND in SCN patients, when based on the lack HUMAN SERVICES of original records the experiments were not performed. The false claim for G– Office of the Secretary CSFR sequencing was also reported in CA89135–03. Findings of Research Misconduct 2. Falsely reported a two-fold increase AGENCY: Office of the Secretary, HHS. in apoptosis of human promyelocytic (HL–60) cells transfected with NE ACTION: Notice. mutants compared to wild type NE in SUMMARY: Notice is hereby given that Figure 4A, NEM, Figure 6A, CMA, the Office of Research Integrity (ORI) Figure 8, HL73063–01, and Figure 7, has taken final action in the following HL79615–01. Respondent used arbitrary case: flow cytometry data files to generate Andrew Aprikyan, Ph.D., University histograms with the desired result. The of Washington: Based on the report of an false results supported the hypothesis investigation conducted by the that the NE mutations were sufficient University of Washington (UW), the UW for impaired survival of human myeloid School of Medicine Dean’s Decision, the cells. Decision of the Hearing Panel at UW, 3. Falsified NE and +-actin Western and additional analysis conducted by blots in Figure 4B Blood, pre-published ORI, ORI found by a preponderance of online January 16, 2003, Figure 5B of the evidence that Dr. Andrew Aprikyan, the manuscript initially submitted to former Research Assistant Professor, Blood April 2002, and Figure 6B Division of Hematology, UW, engaged in Experimental Hematology 31:372–381, research misconduct in research 2003, by falsely labeling lanes to supported by National Cancer Institute support the hypothesis that accelerated (NCI), National Institutes of Health apoptosis in mutant NE transfect HL–60 (NIH), grant CA89135 and National cells was due to the mutation and not Institute of Diabetes and Digestive and the level of protein present. Specifically: Kidney Diseases (NIDDK), NIH, grant a. Respondent used portions of a DK18951, and applies to the following single NE Wester blot to represent: publications and grant applications: Figure 4B as HL–60 cells transfected • Blood pre-published online on with L92H, R191Q, and wtNE, when the January 16, 2003 (‘‘NEM’’) cells were transfected with R191Q, • Experimental Hematology 31:372– P110L, and D145–152; Figure 5B as HL– 381, 2003 (‘‘CMA’’) 60 transfected with wtNE, mutNE, and • Blood 97:147–153, 2001 (‘‘ISB’’) EGFP when they were cells transfected • R01 CA89135–01A1 with NE mutants, P110L, D145–152, and • R01 HL73063–01 194 b. Respondent used portions of a • R01 HL79615–01 single +-actin Western blot to represent: Blood pre-published online on January 16, 2003, has been retracted and Figure 4B as HL–60 cells transfected PO 00000 Frm 00028 Fmt 4703 Sfmt 4703 E:\FR\FM\09APN1.SGM 09APN1

Agencies

[Federal Register Volume 78, Number 68 (Tuesday, April 9, 2013)]
[Notices]
[Pages 21123-21125]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-08217]


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FEDERAL TRADE COMMISSION

[File No. 111 0034]


Charlotte Pipe and Foundry; Analysis 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 May 2, 2013.

ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/charlottepipeconsent online or on paper, 
by following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Write ``Charlotte Pipe, File 
No. 111 0034'' on your comment and file your comment online at https://ftcpublic.commentworks.com/ftc/charlottepipeconsent 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: William L. Lanning (202-326-3361), 
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 April 2, 2013), 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 May 2, 2013. 
Write ``Charlotte Pipe, File No. 111 0034'' 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

[[Page 21124]]

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/charlottepipeconsent 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 ``Charlotte Pipe, File No. 
111 0034'' 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 May 2, 2013. 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

    The Federal Trade Commission (``Commission'' or ``FTC'') has 
accepted, subject to final approval, an Agreement Containing Consent 
Order (``Consent Agreement'') from Charlotte Pipe and Foundry Company 
(hereinafter ``CP&F'') and its wholly-owned subsidiary, Randolph 
Holding Company, L.L.C. (hereinafter ``Randolph'') (hereinafter jointly 
referred to as ``Charlotte Pipe'' or ``Respondents''). The purpose of 
the Consent Agreement is to address the anticompetitive effects 
resulting from Charlotte Pipe's 2010 acquisition (the ``Acquisition'') 
of the cast iron soil pipe (``CISP'') business of Star Pipe Products, 
Ltd. (``Star Pipe''). The parties to that transaction also entered a 
``Confidentiality and Non-Competition Agreement.'' The Acquisition was 
not reportable under the Hart-Scott-Rodino Antitrust Improvement Act of 
1976, 15 U.S.C. 18a (``HSR Act''). The administrative complaint 
(``Complaint'') alleges that the Acquisition violated Section 7 of the 
Clayton Act, 15 U.S.C. 18, and Section 5 of the Federal Trade 
Commission Act, 15 U.S.C. 45.
    Under the terms of the proposed Consent Agreement, Charlotte Pipe 
is: required to provide prior notification to the FTC, for a period of 
ten years, of an acquisition of any entity engaged in the manufacture 
and sale of CISP products in or into the United States; prohibited from 
enforcing the ``Confidentiality and Non-Competition Agreement'' against 
Star Pipe; and required to inform its customers and the public of the 
Acquisition and other transactions involving other CISP competitors.
    The proposed Consent Agreement has been placed on the public record 
for 30 days for receipt of comments from interested members of the 
public. Comments received during this period will become part of the 
public record. After 30 days, the Commission will review the Consent 
Agreement again and the comments received, and will decide whether it 
should withdraw from the Consent Agreement or make final the 
accompanying Decision and Order.
    The purpose of this Analysis to Aid Public Comment is to invite and 
facilitate public comment. It is not intended to constitute an official 
interpretation of the proposed Consent Agreement and the accompanying 
Decision and Order or in any way to modify their terms.
    The Consent Agreement is for settlement purposes only and does not 
constitute an admission by Charlotte Pipe that the law has been 
violated as alleged in the Complaint or that the facts alleged in the 
Complaint, other than jurisdictional facts, are true.

I. The Complaint

    The Complaint makes the following allegations.

A. The Respondents

    CP&F is a privately-held corporation with its principal place of 
business located at 2109 Randolph Road, Charlotte, NC 28207. CP&F is 
one of the largest producers and sellers of CISP products in the United 
States.
    Randolph is a wholly-owned subsidiary of CP&F. Randolph, acting on 
behalf of CP&F, executed both the Acquisition agreement as the 
``Buyer'' of Star Pipe's CISP business and the ``Confidentiality and 
Non-Competition Agreement'' referenced herein.

B. The Product and Structure of the Market

    CISP products are components of pipelines systems used in buildings 
to transport wastewater to the sewer system, to vent the plumbing 
system, and to transport rainwater to storm drains. The end-users of 
CISP products are construction firms, plumbers, or developers.
    The relevant line of commerce within which to analyze the effects 
of the Acquisition is the market for the sale of CISP products for use 
in commercial, industrial, and multi-story residential buildings in the 
United States. Plastic products are not a viable substitute for CISP 
products because state and local building codes in the United States 
generally require the use of CISP products in commercial, industrial, 
and multi-story residential buildings.
    The relevant geographic market within which to analyze the effects 
of the Acquisition is no broader than the United States, and may 
contain smaller geographic markets consisting of states, multi-state 
regions, or metropolitan areas.
    The United States CISP products market is highly concentrated. At 
the time of the Acquisition, two firms, Charlotte Pipe and McWane Inc., 
sold in excess of ninety percent of the CISP products in the United 
States. Companies that sell imported CISP products, including Star 
Pipe, accounted for the remaining sales.

C. Star Pipe and the Acquisition

    In 2007, Star Pipe entered the United States CISP products market. 
Between 2007 and 2010, Star Pipe expanded its sales base throughout the 
United States. In contested markets, Star Pipe acted as a disruptive 
force, competing on price and service to the benefit of consumers.
    In July 2010, Charlotte Pipe executed an Asset Purchase Agreement 
with Star Pipe to acquire the assets of Star Pipe's CISP business for 
approximately $19 million. Pursuant to the agreement, Charlotte Pipe 
purchased, among other things, Star Pipe's inventory, its production 
equipment located in China, and its business records and customer list. 
The parties to the agreement also executed a ``Confidentiality and Non-
Competition Agreement'' that prohibited Star Pipe and certain Star Pipe 
employees from competing with Charlotte Pipe in the United States, 
Mexico, and Canada for a period of six years. In addition, Star Pipe 
agreed to keep the Acquisition confidential and to

[[Page 21125]]

send to its customers a letter indicating that it had decided to the 
exit the CISP business. After the Acquisition, Charlotte Pipe destroyed 
the CISP production equipment that it acquired from Star Pipe.

D. Conditions of Entry

    Entry into the relevant markets would not be timely, likely, or 
sufficient in magnitude, character, and scope to deter or counteract 
the anticompetitive effects of the Acquisition.

E. Effects

    The effects of Charlotte Pipe's acquisition of Star Pipe's CISP 
business have been a substantial lessening of competition in the 
relevant markets. Specifically, the Acquisition has: eliminated actual, 
direct, and substantial competition between Charlotte Pipe and Star 
Pipe in the relevant markets; substantially increased the level of 
concentration in the relevant markets; eliminated a maverick firm; 
increased the ability of Charlotte Pipe unilaterally to exercise market 
power; and prevented Star Pipe and certain Star Pipe employees from re-
entering the CISP products market for a period of six years.

II. The Proposed Order

    Paragraph II of the Proposed Order requires Charlotte Pipe to 
provide prior notification to the Commission of an acquisition of any 
entity engaged in the manufacture and sale of CISP products in or into 
the United States. This paragraph also requires Charlotte Pipe to 
comply with premerger notification procedures and waiting periods 
similar to those found in the HSR Act.
    This provision is necessary because Charlotte Pipe has previously 
acquired several firms in the CISP products market in non-reportable 
transactions. The Proposed Order affords the Commission an appropriate 
mechanism to review all proposed acquisitions by Charlotte Pipe in the 
CISP products market to guard against future anticompetitive 
transactions.
    Paragraph III of Proposed Order prevents Charlotte Pipe from 
enforcing the Confidentiality and Non-Competition Agreement. This frees 
Star Pipe, and its current and former employees, to enter and compete 
against Charlotte Pipe in the United States, Canada, or Mexico.
    Paragraphs IV-VII impose reporting and other compliance 
requirements. In particular, Charlotte Pipe is required to send a 
letter to its customers and to maintain a link on its Web site relating 
to the Acquisition and Charlotte Pipe's other non-reportable 
transactions, including Matco-Norca in 2009, DWV Casting Company 
(``DWV'') in 2004, and Richmond Foundry, Inc. (``Richmond Foundry'') in 
2002. This provision is appropriate because Charlotte Pipe's 
confidential acquisitions are not widely known in the CISP industry and 
have given rise to a perception among distributors and end-users that 
importers of CISP products are transient and unreliable operations. The 
proposed order serves to inform market participants about Charlotte 
Pipe's role in the exit of Star Pipe, Matco-Norca, DWV, and Richmond 
Foundry from the CISP industry.
    The Proposed Order will expire in 10 years.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2013-08217 Filed 4-8-13; 8:45 am]
BILLING CODE 6750-01-P
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