Solera Holdings, Inc.; Analysis of Proposed Agreement Containing Consent Order To Aid Public Comment, 45536-45538 [2013-18070]

Download as PDF 45536 Federal Register / Vol. 78, No. 145 / Monday, July 29, 2013 / Notices Capital Group, LLC, Tampa, Florida; Dominion Strategic Resource Partners, Tampa, Florida; Jessie T. Krusen IRA, Tampa, Florida; William Andrew Krusen, Jr. SEP IRA, Tampa, Florida; Krusen Limited Partnership, Ltd., Tampa, Florida; Tejas Partners, Ltd., Tampa, Florida; Trust UWO Isabelle Ball Baker FBO Jessie T. Thompson Krusen, Tampa, Florida; WIT Financial Group, LLC, Tampa, Florida; and WIT Ventures, Ltd., Tampa, Florida; to acquire voting shares of Florida Capital Group, Inc., and thereby indirectly acquire voting shares of Florida Capital Bank, National Association, both in Jacksonville, Florida. Board of Governors of the Federal Reserve System, July 24, 2013. Michael J. Lewandowski, Associate Secretary of the Board. A. Federal Reserve Bank of Richmond (Adam M. Drimer, Assistant Vice President) 701 East Byrd Street, Richmond, Virginia 23261–4528: 1. C&F Financial Corporation, West Point, Virginia; to acquire 100 percent of the voting shares of Central Virginia Bankshares, Inc., and thereby indirectly acquire voting shares of Central Virginia Bank, both in Powhatan, Virginia. B. Federal Reserve Bank of Chicago (Colette A. Fried, Assistant Vice President) 230 South LaSalle Street, Chicago, Illinois 60690–1414: 1. United Community Bancorp, Inc., Chatham, Illinois; to acquire 100 percent of the voting shares of Mercantile Bank, Quincy, Illinois. Management II, LLC; Ford Management II, L.P., and Ford Fund Investment, L.P., all in Dallas, Texas; to engage de novo in financial and investment advisory activities, pursuant to section 225.28(b)(6). Board of Governors of the Federal Reserve System, July 24, 2013. Michael J. Lewandowski, Associate Secretary of the Board. [FR Doc. 2013–18095 Filed 7–26–13; 8:45 am] BILLING CODE 6210–01–P FEDERAL TRADE COMMISSION [File No. 121 0165] Solera Holdings, Inc.; Analysis of Proposed Agreement Containing Consent Order To Aid Public Comment [FR Doc. 2013–18094 Filed 7–26–13; 8:45 am] Board of Governors of the Federal Reserve System, July 24, 2013. Michael J. Lewandowski, Associate Secretary of the Board. BILLING CODE 6210–01–P [FR Doc. 2013–18096 Filed 7–26–13; 8:45 am] ACTION: Federal Trade Commission. Proposed Consent Agreement. AGENCY: BILLING CODE 6210–01–P 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: FEDERAL RESERVE SYSTEM FEDERAL RESERVE SYSTEM mstockstill on DSK4VPTVN1PROD 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 will also 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. 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 August 23, 2013. VerDate Mar<15>2010 18:00 Jul 26, 2013 Jkt 229001 Notice of Proposals To Engage in or To Acquire Companies Engaged in Permissible Nonbanking Activities The companies listed in this notice have given notice under section 4 of the Bank Holding Company Act (12 U.S.C. 1843) (BHC Act) and Regulation Y, (12 CFR part 225) to engage de novo, or to acquire or control voting securities or assets of a company, including the companies listed below, that engages either directly or through a subsidiary or other company, in a nonbanking activity that is listed in § 225.28 of Regulation Y (12 CFR 225.28) or that the Board has determined by Order to be closely related to banking and permissible for bank holding companies. Unless otherwise noted, these activities will be conducted throughout the United States. Each notice is available for inspection at the Federal Reserve Bank indicated. The notice also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the question whether the proposal complies with the standards of section 4 of the BHC Act. Unless otherwise noted, comments regarding the applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than August 13, 2013. A. Federal Reserve Bank of Dallas (E. Ann Worthy, Vice President) 2200 North Pearl Street, Dallas, Texas 75201– 2272: 1. 2009 TCRT; GJF Financial Management II, LLC; Ford Ultimate PO 00000 Frm 00043 Fmt 4703 Sfmt 4703 Comments must be received on or before August 22, 2013. ADDRESSES: Interested parties may file a comment at https:// ftcpublic.commentworks.com/ftc/ soleraholdingsconsent online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Write ASolera Holdings, File No. 121 0165’’ on your comment and file your comment online at https:// ftcpublic.commentworks.com/ftc/ soleraholdingsconsent 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: Scott Reiter (202–326–2886), 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 DATES: E:\FR\FM\29JYN1.SGM 29JYN1 mstockstill on DSK4VPTVN1PROD with NOTICES Federal Register / Vol. 78, No. 145 / Monday, July 29, 2013 / Notices 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 July 22, 2013), on the World Wide Web, at http://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 August 22, 2013. Write ASolera Holdings, File No. 121 0165’’ on your comment. Your comment B including your name and your state B will be placed on the public record of this proceeding, including, to the extent practicable, on the public Commission Web site, at http://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 A[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 VerDate Mar<15>2010 18:00 Jul 26, 2013 Jkt 229001 45537 The Federal Trade Commission (‘‘Commission’’) has accepted, subject to final approval, an Agreement Containing Consent Order (‘‘Consent Agreement’’) with Solera Holdings, Inc. (‘‘Solera’’), which is designed to remedy the anticompetitive effects of its consummated acquisition of Actual Systems of America, Inc. (‘‘Actual Systems’’). Under the terms of the Consent Agreement, Solera is required to divest assets related to Actual Systems’ United States and Canadian yard management system (‘‘YMS’’) business to ASA Holdings, Inc. (‘‘ASA Holdings’’). The proposed Consent Agreement requires Solera to provide ASA Holdings with assets related to Actual Systems’ United States and Canadian YMS business. The assets include contracts and licenses with current Actual Systems customers in the United States and Canada, and co-ownership of all intellectual property related to Actual Systems products sold in the United States and Canada. This Consent Agreement would preserve the competition that was eliminated through the acquisition. The proposed Consent Agreement has been placed on the public record for thirty days, and comments from interested persons have been requested. Comments received during this period will become part of the public record. After thirty days, the Commission will again review the proposed Consent Agreement and the comments received, and will decide whether it should withdraw from the proposed Consent Agreement, modify it, or make final the accompanying Decision and Order. Pursuant to a Stock Purchase Agreement dated May 29, 2012, Solera acquired all of the stock of Actual Systems. Through a separate Stock Purchase Agreement and Asset Purchase Agreement executed that same day, Solera acquired 100% of the stock of Actual Systems U.K., Ltd. (‘‘ASUK’’) and Beech Systems, Ltd. (‘‘Beech’’). Solera paid approximately $8.7 million collectively for the three companies, which shared common ownership. Solera, through its wholly-owned subsidiary Hollander, Inc. (‘‘Hollander’’), and Actual Systems both provide YMS to the automotive recycling industry. In particular, at the time of the acquisition, Hollander and Actual Systems were two of only three meaningful providers of YMS in the United States and Canada. The Commission’s Complaint alleges that the consummated acquisition violated 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, in the market for YMS. The proposed Consent Agreement remedies the alleged violations by replacing the lost competition in the relevant market that resulted from the acquisition. 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). II. The Product and Structure of the Market The relevant product market in which to analyze the competitive effects of the acquisition is YMS. The relevant 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. 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/ soleraholdingsconsent by following the instructions on the web-based form. If this Notice appears at http:// www.regulations.gov/#!home. you also may file a comment through that Web site. If you file your comment on paper, write ASolera Holdings, File No. 121 0165’’ 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 http://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 August 22, 2013. You can find more information, including routine uses permitted by the Privacy Act, in the Commission’s privacy policy, at http://www.ftc.gov/ftc/privacy.htm. Analysis of Agreement Containing Consent Order to Aid Public Comment I. Introduction PO 00000 Frm 00044 Fmt 4703 Sfmt 4703 E:\FR\FM\29JYN1.SGM 29JYN1 45538 Federal Register / Vol. 78, No. 145 / Monday, July 29, 2013 / Notices geographic market in which to analyze the competitive effects of the acquisition is the United States and Canada. Hollander and Actual Systems are closest competitors in this market and are two of only three competitively meaningful YMS providers. III. Effects of the Acquisition The acquisition is likely to result in significant anticompetitive harm in the highly-concentrated YMS market. Solera and Actual Systems were two of only three significant competitors in this market. The acquisition has eliminated actual, direct, and substantial competition between Solera and Actual Systems, and likely will result in higher prices and reduced innovation for YMS. IV. Entry Entry or repositioning is not likely to avert the anticompetitive impact of Solera’s acquisition of Actual Systems. The time and cost required to develop a YMS are substantial, and far outweigh the potential profit incentives for either new entrants or firms operating in adjacent markets. In addition, it would be difficult for a new entrant to obtain a license to the Hollander Interchange, an auto parts database required to compete in the YMS market. The proposed Consent Agreement also contains several provisions designed to ensure that the divestiture is successful. For instance, Solera must provide ASA Holdings with a license to the Hollander Interchange lasting the length of the proposed Consent Agreement. If the Commission determines that ASA Holdings is not an acceptable acquirer of the assets to be divested, or that the manner of the divestiture is not acceptable, Solera must rescind the divestiture and divest the assets within 120 days of the date the Order becomes final to another Commission-approved acquirer. If Solera fails to divest the assets within the 120 days, the Commission may appoint a trustee to divest the relevant assets. The purpose of this analysis is to facilitate public comment on the proposed Consent Agreement, and it is not intended to constitute an official interpretation of the proposed Consent Agreement or to modify its terms in any way. By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 2013–18070 Filed 7–26–13; 8:45 am] BILLING CODE 6750–01–P mstockstill on DSK4VPTVN1PROD with NOTICES V. The Proposed Consent Agreement The proposed Consent Agreement remedies the competitive concerns raised by the transaction by requiring Solera to divest assets related to Actual Systems’ United States and Canadian business to ASA Holdings. This divestiture preserves competition that was eliminated as a result of the acquisition. ASA Holdings is comprised of individuals with extensive experience with Actual Systems and the YMS market. The main principal of ASA Holdings is Peter Riddle. Mr. Riddle founded ASUK in 1985, developed the base YMS software program that would become Actual Systems’ YMS, and formed Actual Systems in the United States. The other members of ASA Holdings are Emilio Fontana and Peter Bishop. Mr. Fontana was involved with Actual Systems since the mid-1990s, including serving as a member of its Board of Directors. Mr. Bishop worked for Actual Systems for over 10 years, including serving as its General Manager and Director from 2004 until its acquisition by Solera. The terms required by the proposed Consent Agreement will enable ASA Holdings to effectively replace the competition in the YMS market lost as a result of the acquisition. VerDate Mar<15>2010 18:00 Jul 26, 2013 Jkt 229001 DEPARTMENT OF HEALTH AND HUMAN SERVICES Food and Drug Administration [Docket No. FDA–2013–N–0865] The Patient Preference Initiative: Incorporating Patient Preference Information Into the Medical Device Regulatory Processes: Public Workshop; Request for Comments AGENCY: Food and Drug Administration, HHS. Notice of public workshop; request for comments. ACTION: The Food and Drug Administration (FDA) is announcing the following public workshop entitled ‘‘The Patient Preference Initiative: Incorporating Patient Preference Information into the Medical Device Regulatory Processes.’’ The purpose of the workshop is to discuss ways to incorporate patient preferences on the benefit-risk tradeoffs of medical devices into the full spectrum of the Center for Devices and Radiological Health (CDRH) regulatory decision making. It also aims to advance the science of measuring treatment preferences of patients, caregivers, and health care providers. The information learned from this workshop and public PO 00000 Frm 00045 Fmt 4703 Sfmt 4703 comments will benefit regulators, industry, providers, patients, and device innovators. Date and Time: The public workshop will be held on September 18 and 19, 2013, from 8 a.m. to 5 p.m. Location: The public workshop will be held at FDA’s White Oak Campus, 10903 New Hampshire Ave., Bldg. 31 Conference Center, Section A of the Great Room (rm. 1503), Silver Spring, MD 20993–0002. Entrance for public workshop participants (non-FDA employees) is through Building 1 where routine security check procedures will be performed. For parking and security information, please refer to: http:// www.fda.gov/AboutFDA/ WorkingatFDA/BuildingsandFacilities/ WhiteOakCampusInformation/ ucm241740.htm Contact Person: Nada Hanafi, Center for Devices and Radiological Health, Food and Drug Administration, Bldg. 66, rm. 3623, 10903 New Hampshire Ave., Silver Spring, MD 20993–0002, 301–796–5427, email: Nada.Hanafi@fda.hhs.gov. Registration: Registration is free and available on a first-come, first-served basis. Persons interested in attending this public workshop must register online by September 11, 2013, 4 p.m. Early registration is recommended because facilities are limited and, therefore, FDA may limit the number of participants from each organization. If time and space permit, onsite registration on the day of the workshop will be available beginning at 7 a.m. If you need special accommodations due to a disability, please contact Susan Monahan (email: susan.monahan@fda.hhs.gov or 301– 796–5661) no later than September 4, 2013. To register for the public workshop, please visit FDA’s Medical Devices News & Events—Workshops & Conferences calendar at http://www.fda. gov/MedicalDevices/NewsEvents/ WorkshopsConferences/default.htm. (Select this meeting/public workshop from the posted events list.) Please provide complete contact information for each attendee, including name, title, affiliation, address, email, and telephone number. Those without Internet access should contact Susan Monahan (susan.monahan@fda.hhs.gov, 301–796–5661) to register. Registrants will receive confirmation after they have been accepted. You will be notified if you are on a waiting list. Streaming Webcast of the Public Workshop: This public workshop will also be Webcast. Persons interested in viewing the Webcast must register online by September 11, 2013, 4 p.m. E:\FR\FM\29JYN1.SGM 29JYN1

Agencies

[Federal Register Volume 78, Number 145 (Monday, July 29, 2013)]
[Notices]
[Pages 45536-45538]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-18070]


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

FEDERAL TRADE COMMISSION

[File No. 121 0165]


Solera Holdings, Inc.; Analysis of Proposed Agreement Containing 
Consent Order To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

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

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

DATES: Comments must be received on or before August 22, 2013.

ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/soleraholdingsconsent online or on 
paper, by following the instructions in the Request for Comment part of 
the SUPPLEMENTARY INFORMATION section below. Write ASolera Holdings, 
File No. 121 0165'' on your comment and file your comment online at 
https://ftcpublic.commentworks.com/ftc/soleraholdingsconsent 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: Scott Reiter (202-326-2886), 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

[[Page 45537]]

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 July 22, 2013), on the 
World Wide Web, at http://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 August 22, 2013. 
Write ASolera Holdings, File No. 121 0165'' on your comment. Your 
comment B including your name and your state B will be placed on the 
public record of this proceeding, including, to the extent practicable, 
on the public Commission Web site, at http://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 A[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/soleraholdingsconsent by following the instructions on the web-
based form. If this Notice appears at http://www.regulations.gov/#!home. you also may file a comment through that Web site.
    If you file your comment on paper, write ASolera Holdings, File No. 
121 0165'' 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 http://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 August 22, 2013. You can find more 
information, including routine uses permitted by the Privacy Act, in 
the Commission's privacy policy, at http://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, subject 
to final approval, an Agreement Containing Consent Order (``Consent 
Agreement'') with Solera Holdings, Inc. (``Solera''), which is designed 
to remedy the anticompetitive effects of its consummated acquisition of 
Actual Systems of America, Inc. (``Actual Systems''). Under the terms 
of the Consent Agreement, Solera is required to divest assets related 
to Actual Systems' United States and Canadian yard management system 
(``YMS'') business to ASA Holdings, Inc. (``ASA Holdings'').
    The proposed Consent Agreement requires Solera to provide ASA 
Holdings with assets related to Actual Systems' United States and 
Canadian YMS business. The assets include contracts and licenses with 
current Actual Systems customers in the United States and Canada, and 
co-ownership of all intellectual property related to Actual Systems 
products sold in the United States and Canada. This Consent Agreement 
would preserve the competition that was eliminated through the 
acquisition.
    The proposed Consent Agreement has been placed on the public record 
for thirty days, and comments from interested persons have been 
requested. Comments received during this period will become part of the 
public record. After thirty days, the Commission will again review the 
proposed Consent Agreement and the comments received, and will decide 
whether it should withdraw from the proposed Consent Agreement, modify 
it, or make final the accompanying Decision and Order.
    Pursuant to a Stock Purchase Agreement dated May 29, 2012, Solera 
acquired all of the stock of Actual Systems. Through a separate Stock 
Purchase Agreement and Asset Purchase Agreement executed that same day, 
Solera acquired 100% of the stock of Actual Systems U.K., Ltd. 
(``ASUK'') and Beech Systems, Ltd. (``Beech''). Solera paid 
approximately $8.7 million collectively for the three companies, which 
shared common ownership.
    Solera, through its wholly-owned subsidiary Hollander, Inc. 
(``Hollander''), and Actual Systems both provide YMS to the automotive 
recycling industry. In particular, at the time of the acquisition, 
Hollander and Actual Systems were two of only three meaningful 
providers of YMS in the United States and Canada. The Commission's 
Complaint alleges that the consummated acquisition violated 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, in the market 
for YMS. The proposed Consent Agreement remedies the alleged violations 
by replacing the lost competition in the relevant market that resulted 
from the acquisition.

II. The Product and Structure of the Market

    The relevant product market in which to analyze the competitive 
effects of the acquisition is YMS. The relevant

[[Page 45538]]

geographic market in which to analyze the competitive effects of the 
acquisition is the United States and Canada. Hollander and Actual 
Systems are closest competitors in this market and are two of only 
three competitively meaningful YMS providers.

III. Effects of the Acquisition

    The acquisition is likely to result in significant anticompetitive 
harm in the highly-concentrated YMS market. Solera and Actual Systems 
were two of only three significant competitors in this market. The 
acquisition has eliminated actual, direct, and substantial competition 
between Solera and Actual Systems, and likely will result in higher 
prices and reduced innovation for YMS.

IV. Entry

    Entry or repositioning is not likely to avert the anticompetitive 
impact of Solera's acquisition of Actual Systems. The time and cost 
required to develop a YMS are substantial, and far outweigh the 
potential profit incentives for either new entrants or firms operating 
in adjacent markets. In addition, it would be difficult for a new 
entrant to obtain a license to the Hollander Interchange, an auto parts 
database required to compete in the YMS market.

V. The Proposed Consent Agreement

    The proposed Consent Agreement remedies the competitive concerns 
raised by the transaction by requiring Solera to divest assets related 
to Actual Systems' United States and Canadian business to ASA Holdings. 
This divestiture preserves competition that was eliminated as a result 
of the acquisition.
    ASA Holdings is comprised of individuals with extensive experience 
with Actual Systems and the YMS market. The main principal of ASA 
Holdings is Peter Riddle. Mr. Riddle founded ASUK in 1985, developed 
the base YMS software program that would become Actual Systems' YMS, 
and formed Actual Systems in the United States. The other members of 
ASA Holdings are Emilio Fontana and Peter Bishop. Mr. Fontana was 
involved with Actual Systems since the mid-1990s, including serving as 
a member of its Board of Directors. Mr. Bishop worked for Actual 
Systems for over 10 years, including serving as its General Manager and 
Director from 2004 until its acquisition by Solera. The terms required 
by the proposed Consent Agreement will enable ASA Holdings to 
effectively replace the competition in the YMS market lost as a result 
of the acquisition.
    The proposed Consent Agreement also contains several provisions 
designed to ensure that the divestiture is successful. For instance, 
Solera must provide ASA Holdings with a license to the Hollander 
Interchange lasting the length of the proposed Consent Agreement.
    If the Commission determines that ASA Holdings is not an acceptable 
acquirer of the assets to be divested, or that the manner of the 
divestiture is not acceptable, Solera must rescind the divestiture and 
divest the assets within 120 days of the date the Order becomes final 
to another Commission-approved acquirer. If Solera fails to divest the 
assets within the 120 days, the Commission may appoint a trustee to 
divest the relevant assets.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Agreement, and it is not intended to constitute an 
official interpretation of the proposed Consent Agreement or to modify 
its terms in any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2013-18070 Filed 7-26-13; 8:45 am]
BILLING CODE 6750-01-P