United States v. Verso Paper Corp. and NewPage Holdings Inc.; Public Comments and Response on Proposed Final Judgment, 30726-30736 [2015-13025]
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CITATION 30
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Average number
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Hour burden
Annual
burden
hours
(rounded)
Subpart D—Oil Spill Response Requirements for Facilities Located in State Waters Seaward of the Coast Line
50; 52 ................
46.3 ...................
13 plans ..............
602
14.3 ...................
50 plans ..............
715
40 ......................
8 plans ................
320
3.8 .....................
67 submissions ...
255
Subtotal ......................................................................................................................................................
138 responses ....
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1,610 Responses
74,461 Hours
50; 51; 52 ..........
50; 53; ...............
54 ......................
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[FR Doc. 2015–13003 Filed 5–28–15; 8:45 am]
BILLING CODE 4310–VH–P
DEPARTMENT OF JUSTICE
Antitrust Division
United States v. Verso Paper Corp. and
NewPage Holdings Inc.; Public
Comments and Response on Proposed
Final Judgment
Pursuant to the Antitrust Procedures
and Penalties Act, 15 U.S.C. 16(b)–(h),
the United States hereby publishes
below the comments received on the
proposed Final Judgment in United
States v. Verso Paper Corp., et al., Civil
Action No. 1:14–CV–2216–TSC (D.D.C.
2014), together with the Response of the
United States to Public Comments.
Copies of the comments, attachments
to these comments, and the United
States’ Response are available for
inspection at the Department of Justice
Antitrust Division, 450 Fifth Street NW.,
Suite 1010, Washington, DC 20530
PO 00000
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(telephone: 202–514–2481), on the
Department of Justice’s Web site at
https://www.justice.gov/atr/cases/
verso.html, and at the Office of the Clerk
of the United States District Court for
the District of Columbia, 333
Constitution Avenue NW., Washington,
DC 20001. Copies of any of these
materials may also be obtained upon
request and payment of a copying fee.
Patricia A. Brink,
Director of Civil Enforcement.
United States District Court for the
District of Columbia
UNITED STATES OF AMERICA,
Plaintiff, v. VERSO PAPER CORP., and
NEWPAGE HOLDINGS INC.,
Defendants.
Case No. 1:14–cv–2216 (TSC)
Response of Plaintiff United States to
Public Comments on the Proposed Final
Judgment
Pursuant to the requirements of the
Antitrust Procedures and Penalties Act,
15 U.S.C. § 16(b)–(h) (‘‘APPA’’ or
‘‘Tunney Act’’), the United States
hereby responds to the public comments
received regarding the proposed Final
Judgment in this case. After careful
consideration of the submitted
comments, the United States continues
to believe that the proposed Final
Judgment will provide an effective and
appropriate remedy for the antitrust
violations alleged in the Complaint. The
United States will move the Court for
entry of the proposed Final Judgment
after the public comments and this
response have been published in the
Federal Register pursuant to 15 U.S.C.
§ 16(d).1
1 On May 7, 2015, the United States submitted its
Unopposed Motion and Supporting Memorandum
to Excuse Federal Register Publication of
Attachments to Public Comments requesting that
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I. Procedural History
On January 3, 2014, Verso Paper Corp.
(‘‘Verso’’) entered into an agreement to
acquire NewPage Holdings Inc.
(‘‘NewPage’’) in a transaction valued at
approximately $1.4 billion.2 The United
States filed a civil antitrust Complaint
on December 31, 2014, seeking to enjoin
Verso from acquiring NewPage. The
United States alleged in its Complaint
that the acquisition likely would
substantially lessen competition in the
sale of coated freesheet web paper,
coated groundwood paper, and label
papers to customers in North America
in violation of Section 7 of the Clayton
Act, 15 U.S.C. § 18. At the time the
Complaint was filed, Verso and
NewPage were vigorous competitors in
these coated paper markets.
Simultaneously with the filing of the
Complaint, the United States filed a
proposed Final Judgment and a
Stipulation signed by Plaintiff and
Defendants consenting to entry of the
proposed Final Judgment after
compliance with the requirements of the
Tunney Act, 15 U.S.C. § 16, and a
Competitive Impact Statement (‘‘CIS’’)
describing the transaction and the
proposed Final Judgment. The United
States published the proposed Final
Judgment and CIS in the Federal
Register on January 14, 2015, see 80 FR
1957, and caused summaries of the
proposed Final Judgment and CIS,
together with directions for the
submission of written comments
relating to the proposed Final Judgment,
to be published in The Washington Post
on January 14, 15, 16, 19, 20, 21, and
22, 2015. The 60-day period for public
comment ended on March 24, 2015. The
United States received two comments,
as described below and attached hereto
as Exhibits 1 and 2.
II. The Investigation and the Proposed
Resolution
The proposed Final Judgment is the
culmination of a nearly year-long
investigation by the Antitrust Division
of the United States Department of
Justice (‘‘Department’’) of the proposed
transaction. As part of its investigation,
the Department issued 19 Civil
Investigative Demands for documents
and information to third parties,
collected almost one million documents
from the Defendants and third parties,
interviewed more than 100 customers,
brokers, and competitors in the relevant
this Court authorize an alternative means for
publishing the attachments to the public comments
received in this action. (Docket No. 11.)
2 After the United States initiated this action on
December 31, 2014, Verso Paper Corp. changed its
name to Verso Corporation.
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coated paper markets, deposed 12 Verso
and NewPage employees, and consulted
with industry experts. The Department
carefully analyzed the information it
obtained from these sources and
thoroughly considered all of the issues
presented.
The Department found that the
proposed acquisition would likely have
eliminated substantial head-to-head
competition in the relevant markets
between Verso and NewPage, providing
the combined firm with an incentive to
raise prices and reduce output. The
Department also found in the coated
freesheet web paper and coated
groundwood paper markets that the
transaction would have likely caused
the remaining players to accommodate
one another’s price increases and output
reductions. Overall, the Department
concluded that if Verso and NewPage
had completed the proposed transaction
as structured, the loss of competition
likely would have resulted in higher
prices to consumers. For these reasons,
the Department filed a civil antitrust
lawsuit to block the merger and alleged
that the proposed transaction violated
Section 7 of the Clayton Act, 15 U.S.C.
§ 18.
The proposed Final Judgment
eliminates the anticompetitive effects
identified in the Complaint by requiring
Defendants to divest NewPage’s
Rumford, Maine and Biron, Wisconsin
paper mills and related assets
(collectively, ‘‘the Divestiture Assets’’)
to Catalyst Paper Corporation
(‘‘Catalyst’’) on terms acceptable to the
United States. The divestitures
eliminate the anticompetitive effects of
the transaction by transferring the
Rumford and Biron paper mills to a
vigorous and independent competitor
and preserving the pre-merger market
structure in the coated freesheet web
paper, coated groundwood paper, and
label paper markets.
Since the United States submitted the
proposed Final Judgment on December
31, 2014, Verso has acquired NewPage,
and Catalyst has acquired and is
operating the Divestiture Assets.
III. Standard of Judicial Review
The APPA requires that proposed
consent judgments in antitrust cases
brought by the United States be subject
to a 60-day public comment period,
after which the court shall determine
whether entry of the proposed Final
Judgment ‘‘is in the public interest.’’ 15
U.S.C. § 16(e)(1). In making that
determination, the court, in accordance
with the statute as amended in 2004, is
required to consider:
(A) The competitive impact of such
judgment, including termination of alleged
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violations, provisions for enforcement and
modification, duration of relief sought,
anticipated effects of alternative remedies
actually considered, whether its terms are
ambiguous, and any other competitive
considerations bearing upon the adequacy of
such judgment that the court deems
necessary to a determination of whether the
consent judgment is in the public interest;
and
(B) the impact of entry of such judgment
upon competition in the relevant market or
markets, upon the public generally and
individuals alleging specific injury from the
violations set forth in the complaint
including consideration of the public benefit,
if any, to be derived from a determination of
the issues at trial.
15 U.S.C. § 16(e)(1). In considering these
statutory factors, the court’s inquiry is
necessarily a limited one as the
government is entitled to ‘‘broad
discretion to settle with the defendant
within the reaches of the public
interest.’’ United States v. Microsoft
Corp., 56 F.3d 1448, 1461 (D.C. Cir.
1995); see also United States v. SBC
Commc’ns, Inc., 489 F. Supp. 2d 1, 10–
11 (D.D.C. 2007) (assessing public
interest standard under the Tunney
Act); United States v. InBev N.V./S.A.,
No. 08–cv–1965 (JR), 2009 U.S. Dist.
LEXIS 84787, at *3 (D.D.C. Aug. 11,
2009) (discussing nature of review of
consent judgment under the Tunney
Act; inquiry is limited to ‘‘whether the
government’s determination that the
proposed remedies will cure the
antitrust violations alleged in the
complaint was reasonable, and whether
the mechanisms to enforce the final
judgment are clear and manageable’’).
Under the APPA, a court considers,
among other things, the relationship
between the remedy secured and the
specific allegations set forth in the
Complaint, whether the decree is
sufficiently clear, whether the
enforcement mechanisms are sufficient,
and whether the decree may positively
harm third parties. See Microsoft, 56
F.3d at 1458–62. With respect to the
adequacy of the relief secured by the
decree, a court may not ‘‘engage in an
unrestricted evaluation of what relief
would best serve the public.’’ United
States v. BNS, Inc., 858 F.2d 456, 462
(9th Cir. 1988) (citing United States v.
Bechtel Corp., 648 F.2d 660, 666 (9th
Cir. 1981)). Instead, courts have held
that:
[t]he balancing of competing social and
political interests affected by a proposed
antitrust consent decree must be left, in the
first instance, to the discretion of the
Attorney General. The court’s role in
protecting the public interest is one of
insuring that the government has not
breached its duty to the public in consenting
to the decree. The court is required to
determine not whether a particular decree is
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the one that will best serve society, but
whether the settlement in ‘‘within the
reaches of the public interest.’’ More
elaborate requirements might undermine the
effectiveness of antitrust enforcement by
consent decree.
Bechtel, 648 F.2d at 666 (emphasis
added) (citations omitted).
In determining whether a proposed
settlement is in the public interest, ‘‘the
court ‘must accord deference to the
government’s predictions about the
efficacy of its remedies.’’’ United States
v. U.S. Airways Grp., Inc., 38 F. Supp.
3d 69, 76 (D.D.C. 2014) (quoting SBC
Commc’ns, 489 F. Supp. at 17). See also
Microsoft, 56 F.3d at 1461 (noting that
the government is entitled to deference
as to its ‘‘predictions as to the effect of
the proposed remedies’’); United States
v. Archer-Daniels-Midland Co., 272 F.
Supp. 2d 1, 6 (D.D.C. 2003) (noting that
the court should grant due respect to the
United States’ ‘‘prediction as to the
effect of the proposed remedies, its
perception of the market structure, and
its views of the nature of the case’’);
United States v. Morgan Stanley, 881 F.
Supp. 2d 563, 567–68 (S.D.N.Y. 2012)
(explaining that the government is
entitled to deference in choice of
remedies).
Courts ‘‘may not require that the
remedies perfectly match the alleged
violations.’’ SBC Commc’ns, 489 F.
Supp. 2d at 17. Rather, the ultimate
question is whether ‘‘the remedies
[obtained in the decree are] so
inconsonant with the allegations
charged as to fall outside of the ‘reaches
of the public interest.’ ’’ Microsoft, 56
F.3d at 1461. Accordingly, the United
States ‘‘need only provide a factual basis
for concluding that the settlements are
reasonably adequate remedies for the
alleged harms.’’ SBC Commc’ns, 489 F.
Supp. 2d at 17. And, a ‘‘proposed decree
must be approved even if it falls short
of the remedy the court would impose
on its own, as long as it falls within the
range of acceptability or is within the
reaches of the public interest.’’ United
States v. Am. Tel. & Tel. Co., 552 F.
Supp. 131, 151 (D.D.C. 1982) (citations
and internal quotations omitted); see
also United States v. Alcan Aluminum
Ltd., 605 F. Supp. 619, 622 (W.D. Ky.
1985) (approving the consent decree
even though the court would have
imposed a greater remedy).
In its 2004 amendments to the
Tunney Act,3 Congress made clear its
3 The 2004 amendments substituted ‘‘shall’’ for
‘‘may’’ in directing relevant factors for courts to
consider and amended the list of factors to focus on
competitive considerations and to address
potentially ambiguous judgment terms. Compare 15
U.S.C. § 16(e) (2004), with 15 U.S.C. § 16(e)(1)
(2006); see also SBC Commc’ns, 489 F. Supp. 2d at
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intent to preserve the practical benefits
of using consent decrees in antitrust
enforcement, adding the unambiguous
instruction that ‘‘[n]othing in this
section shall be construed to require the
court to conduct an evidentiary hearing
or to require the court to permit anyone
to intervene.’’ 15 U.S.C. § 16(e)(2). The
procedure for the public interest
determination is left to the discretion of
the court, with the recognition that the
court’s ‘‘scope of review remains
sharply proscribed by precedent and the
nature of the Tunney Act proceedings.’’
SBC Commc’ns, 489 F. Supp. 2d at 11;
see also United States v. Enova Corp.,
107 F. Supp. 2d 10, 17 (D.D.C. 2000)
(‘‘[T]he Tunney Act expressly allows the
court to make its public interest
determination on the basis of the
competitive impact statement and
response to public comments alone.’’).
IV. Summary of Public Comments and
the United States’ Response
A. Summary of the Public Comments
During the 60-day comment period,
the United States received two
comments regarding the proposed Final
Judgment, although no comments were
received from any printer, publisher, or
other paper customer. The only
comments were made by former
employees of the now closed Bucksport,
Maine paper mill. Verso produced
coated groundwood and specialty paper
products at the Bucksport mill until
closing the mill in December 2014 and
selling it to AIM Development (USA)
LLC (‘‘AIM’’). AIM is the U.S. subsidiary
of American Iron & Metal, Inc., a
company that purchases discontinued
manufacturing facilities and salvages
the metal. Both comments focus upon
competition in the coated groundwood
paper market and the closure of the
Bucksport mill.
Local 1821 of the International
Association of Machinists and
Aerospace Workers (‘‘Local 1821’’),
consisting of 58 former employees of the
Bucksport mill, submitted a comment
arguing that: (1) The divestitures
provided by the proposed Final
Judgment are inadequate to redress the
merger’s anticompetitive effects and
should have included the Bucksport
mill; (2) Catalyst is an insufficiently
independent and vigorous competitor
and should not have been selected as
the buyer of the Divestiture Assets; (3)
recent price increases by Verso and
Catalyst demonstrate the failure of the
proposed Final Judgment to remedy the
transaction’s anticompetitive effects;
11 (concluding that the 2004 amendments ‘‘effected
minimal changes’’ to Tunney Act review).
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and (4) the United States should have
investigated alleged anticompetitive
conduct that Verso’s parent company,
Apollo Capital Management (‘‘Apollo’’),
has engaged in since at least 2011,
including efforts to buy NewPage,
acquiring NewPage’s debt to influence
its business operations, and causing
Verso and NewPage to shut down mills
in order to reduce output and raise
prices. Local 1821 further argues that
the Department should open an
investigation into whether the sale of
the Bucksport mill to AIM violated
Section 1 of the Sherman Act.
Herbert R. Gilley also submitted a
comment. Mr. Gilley, who is not a
member of Local 1821, worked at the
Bucksport mill for more than 38 years
before losing his job when the mill
closed. In his comment, Mr. Gilley
similarly contests the closure and sale of
the Bucksport mill and argues that the
closure was anticompetive and will
result in reduced output and higher
prices.
B. The United States’ Response to the
Public Comments
1. The Divestiture Assets Are Sufficient
To Remedy the Harm Alleged in the
Complaint
Local 1821 and Mr. Gilley argue that
the required divestitures are not
sufficient to prevent the merger’s
anticompetitive effects and assert that
additional paper mills, including
Verso’s Bucksport mill, should have
been included in the divestiture
package. But the required divestitures
essentially preserve the preexisting
competitive structure of the affected
coated paper markets by providing
Catalyst with approximately the same
capacity as Verso had prior to the
merger. The divested Rumford and
Biron mills produced approximately
940,000 tons per year of coated
publication papers, label paper, and
other papers, which is approximately
the same amount of production capacity
that Verso had after closing the
Bucksport mill but before acquiring
NewPage. In the coated groundwood
market in which the Bucksport mill
competed, the output of the divested
mills actually exceeds the output of the
assets Verso held after it closed the
Bucksport mill and before it completed
the merger. In fact, the Biron mill alone
produces more coated groundwood than
Verso’s remaining coated groundwood
production assets. Furthermore, both
the Rumford and Biron mills have a
strong track record of competitively
producing a range of coated publication
papers and label paper, and Catalyst’s
ownership of the mills will give it a
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market presence comparable to Verso’s
pre-merger market presence in the
relevant markets. See also Competitive
Impact Statement at 11. For these
reasons, the Department concluded that
Verso’s divestiture of the Rumford and
Biron mills sufficiently redressed the
merger’s competitive harm.
Local 1821 and Mr. Gilley assert that
the Department should have required
Verso to divest the Bucksport mill. But,
as discussed above, the Department
concluded that the required divestitures
would sufficiently preserve
competition, making the divestiture of
the Bucksport mill unnecessary. See US
Airways, 38 F. Supp. 3d at 75–76
(explaining that the government is
entitled to deference in choice of
remedies); United States v. Abitibi
Consol. Inc., 584 F. Supp. 2d 162, 166
(D.D.C. 2008) (rejecting claim that paper
mill divestiture was too small because
the government had factual basis for
concluding that a single mill divestiture
was adequate).
The Bucksport mill, moreover, was
less viable than the mills included in
the Divestiture Assets. The Department
carefully reviewed evidence related to
the Verso mills, including Verso’s plans
relating to the Bucksport mill that predated the merger and deposition
testimony of senior Verso executives
about the future of the Bucksport mill.
Based on this evidence, the Department
concluded that Verso closed the
Bucksport mill because the mill was not
profitable and that the merger did not
cause the mill’s closure.4
Notably, Local 1821 made many of the
same antitrust arguments about the
Bucksport mill in a recent—and
unsuccessful—lawsuit it brought to
enjoin Verso’s sale of the Bucksport mill
to AIM. On December 15, 2014, Local
1821 filed a civil action in the United
States District Court for the District of
Maine alleging that the pending sale
violated federal and state antitrust laws.
See Int’l Ass’n of Machinists and
Aerospace Workers v. Verso Paper
Corp., No. 1:14–cv–00530 (JAW), lll
F. Supp. 3d lll, 2015 WL 248819, at
*8–*34 (D. Me. Jan. 20, 2015) (attached
as Exhibit 3). After extensive briefing
and oral argument, the Court rejected
Local 1821’s motion for a preliminary
injunction and temporary restraining
order, concluding in a 73-page opinion
that Local 1821 had not ‘‘met its burden
to prove a strong likelihood of success
on the merits of their claims under
4 Consequently, the closure of the Bucksport mill
is not an anticompetitive effect of Verso’s
acquisition of NewPage. See also Competitive
Impact Statement at 3 n.1.
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federal antitrust law.’’ Verso Paper,
2015 WL 248819, at *73.
2. Catalyst Is an Appropriate Buyer for
the Divested Assets
Local 1821 asserts that Catalyst is not
an appropriate buyer for the Divestiture
Assets because it is insufficiently
vigorous and independent to compete
with Verso. However, Catalyst operated
three paper mills in British Columbia,
Canada, before it acquired the
Divestiture Assets and the Department
thoroughly examined Catalyst before
approving it as the purchaser of the
Divestiture Assets. The Department
carefully reviewed the proposed
transaction, Catalyst’s plans to compete
in the relevant markets, and the
transitional agreements between Verso
and Catalyst.5 Based upon this review,
the Department concluded that Catalyst
would be a vigorous and independent
competitor.
3. Verso’s and Catalyst’s Recent
Announcements of Price Increases Do
Not Show That the Department’s
Proposed Remedy Is Inadequate
Local 1821 notes that Verso and
Catalyst each announced price increases
in January 2015 and argues that these
announced price increases demonstrate
that the divestiture is inadequate. But
Local 1821 has not offered any evidence
that the price increases arise from or are
connected to the merger. To the
contrary, the price increases likely are
related to a number of factors, including
input costs, demand fluctuations, and
recent and significant capacity
reductions in the coated groundwood
market that are unrelated to the merger.
In addition to Verso’s Bucksport mill
closure, coated groundwood paper
producer Futuremark also closed its
Alsip, Illinois coated groundwood mill
in August 2014. See Press Release,
FutureMark Alsip, FutureMark Alsip to
Idle Mill (Aug. 21, 2014), available at
https://www.businesswire.com/news/
home/20140821005972/en/#.VUjFcv-Jiig
(‘‘FutureMark Alsip [] today announced
that, due to increasingly challenging
5 While Catalyst recently emerged from
bankruptcy, bankruptcy reorganization is a fairly
common occurrence in the paper industry and not
a sign that Catalyst will not be an effective
competitor. See, e.g., Judy Newman, NewPage Corp.
Emerges from Chapter 11 Bankruptcy, Wis. State J.,
Dec. 12, 2012, available at https://
host.madison.com/business/newpage-corp-emergesfrom-chapter-bankruptcy/article_d31c8f88-4bc811e2-9164-001a4bcf887a.html (discussing
NewPage’s emergence from bankruptcy); Press
Release, AbitibiBowater, AbitibiBowater Emerges
from Creditor Protection (Dec. 9, 2010), available at
https://www.newswire.ca/en/story/586251/
abitibibowater-emerges-from-creditor-protection.
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30729
market conditions in the North
American coated paper market, it will
indefinitely idle its mill in early
September.’’).
4. Local 1821’s Allegations That Other
Conduct by Apollo and Verso Violated
the Antitrust Laws Are Outside the
Scope of the Tunney Act
Lastly, Local 1821 alleges that Apollo,
Verso’s parent company, has engaged in
anticompetitive conduct since at least
2011 and argues that the Department
should have investigated these earlier
activities. Local 1821 also asserts that
the Department should investigate
whether Verso’s 2015 sale of the
Bucksport mill to AIM violates Section
1 of the Sherman Act.
Although the Department takes all
allegations of anticompetitive conduct
seriously, Local 1821’s claim that the
United States should bring or have
brought an enforcement action relating
to conduct not challenged in the
Complaint is outside the scope of this
Tunney Act proceeding. It is wellsettled that the Department’s decision to
bring an action alleging harm is left to
the Department’s prosecutorial
discretion and is not part of the court’s
Tunney Act review. See Microsoft, 56
F.3d at 1459 (explaining that in an
APPA proceeding, the ‘‘district court is
not empowered to review the actions or
behavior of the Department of Justice;
the court is only authorized to review
the decree itself’’). Indeed, this Court
has squarely held that ‘‘a district court
is not permitted to ‘reach beyond the
complaint to evaluate claims that the
government did not make and to inquire
as to why they were not made.’ ’’ SBC
Commc’ns, 489 F. Supp. 2d at 14
(quoting Microsoft, 56 F.3d at 1459)
(emphasis in original); see also US
Airways, 38 F. Supp. 3d at 76.
Consequently, Local 1821’s allegations
of anticompetitive conduct not
challenged in the Complaint do not
provide a basis for rejecting the
proposed Final Judgment.
V. Conclusion
After reviewing the public comments,
the United States continues to believe
that the proposed Final Judgment, as
drafted, provides an effective and
appropriate remedy for the antitrust
violations alleged in the Complaint, and
is therefore in the public interest. The
United States will move this Court to
enter the proposed Final Judgment after
the comments and this response are
published in the Federal Register.
Dated: May 18, 2015
Respectfully submitted, /s/Karl D.
Knutsen., Karl D. Knutsen, Richard
Martin, Garrett M. Liskey (D.C. Bar No.
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1000937), Attorneys for the United
States, Litigation I Section, Antitrust
Division, U.S. Department of Justice,
450 Fifth Street NW., Suite 4100,
Washington, DC 20530, Telephone:
(202) 514–0976, Facsimile: (202) 305–
1190, Email: karl.knutsen@usdoj.gov.
BILLING CODE P
From:
[REDACTED]
Sent:
Tuesday, January 06, 2015 10:49 AM
To:
Knutsen, Karl
Subject:
Verso paper merger case #1 :14-cv-2216
Hi Karl
Just would like to express my opinion on the Verso,Newpage merger seeing how I have nothing but time on my hands
looking for a new job after working 38+ years at the Bucksport Maine mill. I am quite sure I wont get a response because I
have also filed a complaint with the consumer complaint division and both times they responded with a automated
response stating someone would contact me,not yet?
So my concern is that you approved the merger and I still believe their is a anti trust violation concerning them scrapping
the Bucksport mill? This will take paper off the market and it will drive the price up and it eliminates competition doesn't it
and also Lyle Fellows from Verso stated they would not sell the mill to a competitor but was open for other
options(scrapping the mill)?
As I stated I have operate a paper machine for 38 years and I still believe that we can make a go at Bucksport if the mill is
sold to another company that wants to make paper not take advantages of government and town,state tax breaks like
Verso has. Since Verso has bought us we have not made a profit in 8 plus years but they we remained taking
concessions thru bargaining and yet we still produced the best sheet of paper and still broke production records along with
safety records and they couldn't make a profit?
You might want to look at how they do their book keeping as far as shifting costs from one mill to the other.
So on that note how can a mill get 30 to 40 million in tax credits and tax breaks to put into the power plant and turn
around and shut down 3 paper machines and sell the mill to a scrap company(AIM) for 58 million when the power plant is
worth 2 to 3 times more than that and the machines are still capable in making paper.
All we want at Bucksport is to at least get a chance like the other mills in the state to try and make it go and if the
Bucksport Mill cant make money then why is VERSO so afraid of selling it ? There is at least 2 companies interested in
buying the mill to make paper and the state of Maine is aware of that but cannot force Verso to sell to them
because Verso is more concerned in taking the paper off the market.
I really believe that your department can force verso to sell and you can do so by getting involved with the pending
lawsuit that International Machinist Union has coming up with Judge Woodcock this month on Jan 13th.this lawsuit is the
only thing that can save the jobs at Bucksport and if we don't stop corporate Greed and big businesses controlling our
government pretty soon we wont have any working people left to pay taxes then how will you people keep your jobs?
Enough said and would look forward to hear from you or anyone else about this matter.
Thank You Herbert R Gilley
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Kim Ervin Tucker
March 12, 2015
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Dem·
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Act Protest Letter Re:
2015
the illcVitable a!ltlCOtllf)<~tltlVC
chance
or in the future.
I.:Ulti:S<;4Ut<.:II.I.:<.::S
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The Antitrust l)h1sion's Too Narrow Ji'ocll!l
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2015
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2015
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asp.:ctofthe Division-s failur.:
it would
has im'"'''"£1
Federal Register / Vol. 80, No. 103 / Friday, May 29, 2015 / Notices
30735
Act Protest Letter Re:
2015
to sell this \·aluablc
of the State of Maim.:_
the Division's own estimate in the
to rebuild from
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continue to operate in the market.
Federal Register / Vol. 80, No. 103 / Friday, May 29, 2015 / Notices
[FR Doc. 2015–13025 Filed 5–28–15; 8:45 am]
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BILLING CODE C
DEPARTMENT OF LABOR
Office of the Secretary
Agency Information Collection
Activities; Submission for OMB
Review; Comment Request;
Disclosures by Insurers to General
Account Policyholders
ACTION:
Notice.
The Department of Labor
(DOL) is submitting the Employee
Benefits Security Administration
SUMMARY:
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(EBSA) sponsored information
collection request (ICR) titled,
‘‘Disclosures by Insurers to General
Account Policyholders,’’ to the Office of
Management and Budget (OMB) for
review and approval for continued use,
without change, in accordance with the
Paperwork Reduction Act of 1995
(PRA), 44 U.S.C. 3501 et seq. Public
comments on the ICR are invited.
The OMB will consider all
written comments that agency receives
on or before June 29, 2015.
DATES:
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]]>Agencies
[Federal Register Volume 80, Number 103 (Friday, May 29, 2015)]
[Notices]
[Pages 30726-30736]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-13025]
=======================================================================
-----------------------------------------------------------------------
DEPARTMENT OF JUSTICE
Antitrust Division
United States v. Verso Paper Corp. and NewPage Holdings Inc.;
Public Comments and Response on Proposed Final Judgment
Pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C.
16(b)-(h), the United States hereby publishes below the comments
received on the proposed Final Judgment in United States v. Verso Paper
Corp., et al., Civil Action No. 1:14-CV-2216-TSC (D.D.C. 2014),
together with the Response of the United States to Public Comments.
Copies of the comments, attachments to these comments, and the
United States' Response are available for inspection at the Department
of Justice Antitrust Division, 450 Fifth Street NW., Suite 1010,
Washington, DC 20530 (telephone: 202-514-2481), on the Department of
Justice's Web site at https://www.justice.gov/atr/cases/verso.html, and
at the Office of the Clerk of the United States District Court for the
District of Columbia, 333 Constitution Avenue NW., Washington, DC
20001. Copies of any of these materials may also be obtained upon
request and payment of a copying fee.
Patricia A. Brink,
Director of Civil Enforcement.
United States District Court for the District of Columbia
UNITED STATES OF AMERICA, Plaintiff, v. VERSO PAPER CORP., and
NEWPAGE HOLDINGS INC., Defendants.
Case No. 1:14-cv-2216 (TSC)
Response of Plaintiff United States to Public Comments on the Proposed
Final Judgment
Pursuant to the requirements of the Antitrust Procedures and
Penalties Act, 15 U.S.C. Sec. 16(b)-(h) (``APPA'' or ``Tunney Act''),
the United States hereby responds to the public comments received
regarding the proposed Final Judgment in this case. After careful
consideration of the submitted comments, the United States continues to
believe that the proposed Final Judgment will provide an effective and
appropriate remedy for the antitrust violations alleged in the
Complaint. The United States will move the Court for entry of the
proposed Final Judgment after the public comments and this response
have been published in the Federal Register pursuant to 15 U.S.C. Sec.
16(d).\1\
---------------------------------------------------------------------------
\1\ On May 7, 2015, the United States submitted its Unopposed
Motion and Supporting Memorandum to Excuse Federal Register
Publication of Attachments to Public Comments requesting that this
Court authorize an alternative means for publishing the attachments
to the public comments received in this action. (Docket No. 11.)
---------------------------------------------------------------------------
[[Page 30727]]
I. Procedural History
On January 3, 2014, Verso Paper Corp. (``Verso'') entered into an
agreement to acquire NewPage Holdings Inc. (``NewPage'') in a
transaction valued at approximately $1.4 billion.\2\ The United States
filed a civil antitrust Complaint on December 31, 2014, seeking to
enjoin Verso from acquiring NewPage. The United States alleged in its
Complaint that the acquisition likely would substantially lessen
competition in the sale of coated freesheet web paper, coated
groundwood paper, and label papers to customers in North America in
violation of Section 7 of the Clayton Act, 15 U.S.C. Sec. 18. At the
time the Complaint was filed, Verso and NewPage were vigorous
competitors in these coated paper markets.
---------------------------------------------------------------------------
\2\ After the United States initiated this action on December
31, 2014, Verso Paper Corp. changed its name to Verso Corporation.
---------------------------------------------------------------------------
Simultaneously with the filing of the Complaint, the United States
filed a proposed Final Judgment and a Stipulation signed by Plaintiff
and Defendants consenting to entry of the proposed Final Judgment after
compliance with the requirements of the Tunney Act, 15 U.S.C. Sec. 16,
and a Competitive Impact Statement (``CIS'') describing the transaction
and the proposed Final Judgment. The United States published the
proposed Final Judgment and CIS in the Federal Register on January 14,
2015, see 80 FR 1957, and caused summaries of the proposed Final
Judgment and CIS, together with directions for the submission of
written comments relating to the proposed Final Judgment, to be
published in The Washington Post on January 14, 15, 16, 19, 20, 21, and
22, 2015. The 60[hyphen]day period for public comment ended on March
24, 2015. The United States received two comments, as described below
and attached hereto as Exhibits 1 and 2.
II. The Investigation and the Proposed Resolution
The proposed Final Judgment is the culmination of a nearly year-
long investigation by the Antitrust Division of the United States
Department of Justice (``Department'') of the proposed transaction. As
part of its investigation, the Department issued 19 Civil Investigative
Demands for documents and information to third parties, collected
almost one million documents from the Defendants and third parties,
interviewed more than 100 customers, brokers, and competitors in the
relevant coated paper markets, deposed 12 Verso and NewPage employees,
and consulted with industry experts. The Department carefully analyzed
the information it obtained from these sources and thoroughly
considered all of the issues presented.
The Department found that the proposed acquisition would likely
have eliminated substantial head-to-head competition in the relevant
markets between Verso and NewPage, providing the combined firm with an
incentive to raise prices and reduce output. The Department also found
in the coated freesheet web paper and coated groundwood paper markets
that the transaction would have likely caused the remaining players to
accommodate one another's price increases and output reductions.
Overall, the Department concluded that if Verso and NewPage had
completed the proposed transaction as structured, the loss of
competition likely would have resulted in higher prices to consumers.
For these reasons, the Department filed a civil antitrust lawsuit to
block the merger and alleged that the proposed transaction violated
Section 7 of the Clayton Act, 15 U.S.C. Sec. 18.
The proposed Final Judgment eliminates the anticompetitive effects
identified in the Complaint by requiring Defendants to divest NewPage's
Rumford, Maine and Biron, Wisconsin paper mills and related assets
(collectively, ``the Divestiture Assets'') to Catalyst Paper
Corporation (``Catalyst'') on terms acceptable to the United States.
The divestitures eliminate the anticompetitive effects of the
transaction by transferring the Rumford and Biron paper mills to a
vigorous and independent competitor and preserving the pre-merger
market structure in the coated freesheet web paper, coated groundwood
paper, and label paper markets.
Since the United States submitted the proposed Final Judgment on
December 31, 2014, Verso has acquired NewPage, and Catalyst has
acquired and is operating the Divestiture Assets.
III. Standard of Judicial Review
The APPA requires that proposed consent judgments in antitrust
cases brought by the United States be subject to a 60-day public
comment period, after which the court shall determine whether entry of
the proposed Final Judgment ``is in the public interest.'' 15 U.S.C.
Sec. 16(e)(1). In making that determination, the court, in accordance
with the statute as amended in 2004, is required to consider:
(A) The competitive impact of such judgment, including
termination of alleged violations, provisions for enforcement and
modification, duration of relief sought, anticipated effects of
alternative remedies actually considered, whether its terms are
ambiguous, and any other competitive considerations bearing upon the
adequacy of such judgment that the court deems necessary to a
determination of whether the consent judgment is in the public
interest; and
(B) the impact of entry of such judgment upon competition in the
relevant market or markets, upon the public generally and
individuals alleging specific injury from the violations set forth
in the complaint including consideration of the public benefit, if
any, to be derived from a determination of the issues at trial.
15 U.S.C. Sec. 16(e)(1). In considering these statutory factors, the
court's inquiry is necessarily a limited one as the government is
entitled to ``broad discretion to settle with the defendant within the
reaches of the public interest.'' United States v. Microsoft Corp., 56
F.3d 1448, 1461 (D.C. Cir. 1995); see also United States v. SBC
Commc'ns, Inc., 489 F. Supp. 2d 1, 10-11 (D.D.C. 2007) (assessing
public interest standard under the Tunney Act); United States v. InBev
N.V./S.A., No. 08-cv-1965 (JR), 2009 U.S. Dist. LEXIS 84787, at *3
(D.D.C. Aug. 11, 2009) (discussing nature of review of consent judgment
under the Tunney Act; inquiry is limited to ``whether the government's
determination that the proposed remedies will cure the antitrust
violations alleged in the complaint was reasonable, and whether the
mechanisms to enforce the final judgment are clear and manageable'').
Under the APPA, a court considers, among other things, the
relationship between the remedy secured and the specific allegations
set forth in the Complaint, whether the decree is sufficiently clear,
whether the enforcement mechanisms are sufficient, and whether the
decree may positively harm third parties. See Microsoft, 56 F.3d at
1458-62. With respect to the adequacy of the relief secured by the
decree, a court may not ``engage in an unrestricted evaluation of what
relief would best serve the public.'' United States v. BNS, Inc., 858
F.2d 456, 462 (9th Cir. 1988) (citing United States v. Bechtel Corp.,
648 F.2d 660, 666 (9th Cir. 1981)). Instead, courts have held that:
[t]he balancing of competing social and political interests affected
by a proposed antitrust consent decree must be left, in the first
instance, to the discretion of the Attorney General. The court's
role in protecting the public interest is one of insuring that the
government has not breached its duty to the public in consenting to
the decree. The court is required to determine not whether a
particular decree is
[[Page 30728]]
the one that will best serve society, but whether the settlement in
``within the reaches of the public interest.'' More elaborate
requirements might undermine the effectiveness of antitrust
enforcement by consent decree.
Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).
In determining whether a proposed settlement is in the public
interest, ``the court `must accord deference to the government's
predictions about the efficacy of its remedies.''' United States v.
U.S. Airways Grp., Inc., 38 F. Supp. 3d 69, 76 (D.D.C. 2014) (quoting
SBC Commc'ns, 489 F. Supp. at 17). See also Microsoft, 56 F.3d at 1461
(noting that the government is entitled to deference as to its
``predictions as to the effect of the proposed remedies''); United
States v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C.
2003) (noting that the court should grant due respect to the United
States' ``prediction as to the effect of the proposed remedies, its
perception of the market structure, and its views of the nature of the
case''); United States v. Morgan Stanley, 881 F. Supp. 2d 563, 567-68
(S.D.N.Y. 2012) (explaining that the government is entitled to
deference in choice of remedies).
Courts ``may not require that the remedies perfectly match the
alleged violations.'' SBC Commc'ns, 489 F. Supp. 2d at 17. Rather, the
ultimate question is whether ``the remedies [obtained in the decree
are] so inconsonant with the allegations charged as to fall outside of
the `reaches of the public interest.' '' Microsoft, 56 F.3d at 1461.
Accordingly, the United States ``need only provide a factual basis for
concluding that the settlements are reasonably adequate remedies for
the alleged harms.'' SBC Commc'ns, 489 F. Supp. 2d at 17. And, a
``proposed decree must be approved even if it falls short of the remedy
the court would impose on its own, as long as it falls within the range
of acceptability or is within the reaches of the public interest.''
United States v. Am. Tel. & Tel. Co., 552 F. Supp. 131, 151 (D.D.C.
1982) (citations and internal quotations omitted); see also United
States v. Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985)
(approving the consent decree even though the court would have imposed
a greater remedy).
In its 2004 amendments to the Tunney Act,\3\ Congress made clear
its intent to preserve the practical benefits of using consent decrees
in antitrust enforcement, adding the unambiguous instruction that
``[n]othing in this section shall be construed to require the court to
conduct an evidentiary hearing or to require the court to permit anyone
to intervene.'' 15 U.S.C. Sec. 16(e)(2). The procedure for the public
interest determination is left to the discretion of the court, with the
recognition that the court's ``scope of review remains sharply
proscribed by precedent and the nature of the Tunney Act proceedings.''
SBC Commc'ns, 489 F. Supp. 2d at 11; see also United States v. Enova
Corp., 107 F. Supp. 2d 10, 17 (D.D.C. 2000) (``[T]he Tunney Act
expressly allows the court to make its public interest determination on
the basis of the competitive impact statement and response to public
comments alone.'').
---------------------------------------------------------------------------
\3\ The 2004 amendments substituted ``shall'' for ``may'' in
directing relevant factors for courts to consider and amended the
list of factors to focus on competitive considerations and to
address potentially ambiguous judgment terms. Compare 15 U.S.C.
Sec. 16(e) (2004), with 15 U.S.C. Sec. 16(e)(1) (2006); see also
SBC Commc'ns, 489 F. Supp. 2d at 11 (concluding that the 2004
amendments ``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------
IV. Summary of Public Comments and the United States' Response
A. Summary of the Public Comments
During the 60-day comment period, the United States received two
comments regarding the proposed Final Judgment, although no comments
were received from any printer, publisher, or other paper customer. The
only comments were made by former employees of the now closed
Bucksport, Maine paper mill. Verso produced coated groundwood and
specialty paper products at the Bucksport mill until closing the mill
in December 2014 and selling it to AIM Development (USA) LLC (``AIM'').
AIM is the U.S. subsidiary of American Iron & Metal, Inc., a company
that purchases discontinued manufacturing facilities and salvages the
metal. Both comments focus upon competition in the coated groundwood
paper market and the closure of the Bucksport mill.
Local 1821 of the International Association of Machinists and
Aerospace Workers (``Local 1821''), consisting of 58 former employees
of the Bucksport mill, submitted a comment arguing that: (1) The
divestitures provided by the proposed Final Judgment are inadequate to
redress the merger's anticompetitive effects and should have included
the Bucksport mill; (2) Catalyst is an insufficiently independent and
vigorous competitor and should not have been selected as the buyer of
the Divestiture Assets; (3) recent price increases by Verso and
Catalyst demonstrate the failure of the proposed Final Judgment to
remedy the transaction's anticompetitive effects; and (4) the United
States should have investigated alleged anticompetitive conduct that
Verso's parent company, Apollo Capital Management (``Apollo''), has
engaged in since at least 2011, including efforts to buy NewPage,
acquiring NewPage's debt to influence its business operations, and
causing Verso and NewPage to shut down mills in order to reduce output
and raise prices. Local 1821 further argues that the Department should
open an investigation into whether the sale of the Bucksport mill to
AIM violated Section 1 of the Sherman Act.
Herbert R. Gilley also submitted a comment. Mr. Gilley, who is not
a member of Local 1821, worked at the Bucksport mill for more than 38
years before losing his job when the mill closed. In his comment, Mr.
Gilley similarly contests the closure and sale of the Bucksport mill
and argues that the closure was anticompetive and will result in
reduced output and higher prices.
B. The United States' Response to the Public Comments
1. The Divestiture Assets Are Sufficient To Remedy the Harm Alleged in
the Complaint
Local 1821 and Mr. Gilley argue that the required divestitures are
not sufficient to prevent the merger's anticompetitive effects and
assert that additional paper mills, including Verso's Bucksport mill,
should have been included in the divestiture package. But the required
divestitures essentially preserve the preexisting competitive structure
of the affected coated paper markets by providing Catalyst with
approximately the same capacity as Verso had prior to the merger. The
divested Rumford and Biron mills produced approximately 940,000 tons
per year of coated publication papers, label paper, and other papers,
which is approximately the same amount of production capacity that
Verso had after closing the Bucksport mill but before acquiring
NewPage. In the coated groundwood market in which the Bucksport mill
competed, the output of the divested mills actually exceeds the output
of the assets Verso held after it closed the Bucksport mill and before
it completed the merger. In fact, the Biron mill alone produces more
coated groundwood than Verso's remaining coated groundwood production
assets. Furthermore, both the Rumford and Biron mills have a strong
track record of competitively producing a range of coated publication
papers and label paper, and Catalyst's ownership of the mills will give
it a
[[Page 30729]]
market presence comparable to Verso's pre-merger market presence in the
relevant markets. See also Competitive Impact Statement at 11. For
these reasons, the Department concluded that Verso's divestiture of the
Rumford and Biron mills sufficiently redressed the merger's competitive
harm.
Local 1821 and Mr. Gilley assert that the Department should have
required Verso to divest the Bucksport mill. But, as discussed above,
the Department concluded that the required divestitures would
sufficiently preserve competition, making the divestiture of the
Bucksport mill unnecessary. See US Airways, 38 F. Supp. 3d at 75-76
(explaining that the government is entitled to deference in choice of
remedies); United States v. Abitibi Consol. Inc., 584 F. Supp. 2d 162,
166 (D.D.C. 2008) (rejecting claim that paper mill divestiture was too
small because the government had factual basis for concluding that a
single mill divestiture was adequate).
The Bucksport mill, moreover, was less viable than the mills
included in the Divestiture Assets. The Department carefully reviewed
evidence related to the Verso mills, including Verso's plans relating
to the Bucksport mill that pre-dated the merger and deposition
testimony of senior Verso executives about the future of the Bucksport
mill. Based on this evidence, the Department concluded that Verso
closed the Bucksport mill because the mill was not profitable and that
the merger did not cause the mill's closure.\4\
---------------------------------------------------------------------------
\4\ Consequently, the closure of the Bucksport mill is not an
anticompetitive effect of Verso's acquisition of NewPage. See also
Competitive Impact Statement at 3 n.1.
---------------------------------------------------------------------------
Notably, Local 1821 made many of the same antitrust arguments about
the Bucksport mill in a recent--and unsuccessful--lawsuit it brought to
enjoin Verso's sale of the Bucksport mill to AIM. On December 15, 2014,
Local 1821 filed a civil action in the United States District Court for
the District of Maine alleging that the pending sale violated federal
and state antitrust laws. See Int'l Ass'n of Machinists and Aerospace
Workers v. Verso Paper Corp., No. 1:14-cv-00530 (JAW), ___F. Supp. 3d
___, 2015 WL 248819, at *8-*34 (D. Me. Jan. 20, 2015) (attached as
Exhibit 3). After extensive briefing and oral argument, the Court
rejected Local 1821's motion for a preliminary injunction and temporary
restraining order, concluding in a 73-page opinion that Local 1821 had
not ``met its burden to prove a strong likelihood of success on the
merits of their claims under federal antitrust law.'' Verso Paper, 2015
WL 248819, at *73.
2. Catalyst Is an Appropriate Buyer for the Divested Assets
Local 1821 asserts that Catalyst is not an appropriate buyer for
the Divestiture Assets because it is insufficiently vigorous and
independent to compete with Verso. However, Catalyst operated three
paper mills in British Columbia, Canada, before it acquired the
Divestiture Assets and the Department thoroughly examined Catalyst
before approving it as the purchaser of the Divestiture Assets. The
Department carefully reviewed the proposed transaction, Catalyst's
plans to compete in the relevant markets, and the transitional
agreements between Verso and Catalyst.\5\ Based upon this review, the
Department concluded that Catalyst would be a vigorous and independent
competitor.
---------------------------------------------------------------------------
\5\ While Catalyst recently emerged from bankruptcy, bankruptcy
reorganization is a fairly common occurrence in the paper industry
and not a sign that Catalyst will not be an effective competitor.
See, e.g., Judy Newman, NewPage Corp. Emerges from Chapter 11
Bankruptcy, Wis. State J., Dec. 12, 2012, available at https://host.madison.com/business/newpage-corp-emerges-from-chapter-bankruptcy/article_d31c8f88-4bc8-11e2-9164-001a4bcf887a.html
(discussing NewPage's emergence from bankruptcy); Press Release,
AbitibiBowater, AbitibiBowater Emerges from Creditor Protection
(Dec. 9, 2010), available at https://www.newswire.ca/en/story/586251/abitibibowater-emerges-from-creditor-protection.
---------------------------------------------------------------------------
3. Verso's and Catalyst's Recent Announcements of Price Increases Do
Not Show That the Department's Proposed Remedy Is Inadequate
Local 1821 notes that Verso and Catalyst each announced price
increases in January 2015 and argues that these announced price
increases demonstrate that the divestiture is inadequate. But Local
1821 has not offered any evidence that the price increases arise from
or are connected to the merger. To the contrary, the price increases
likely are related to a number of factors, including input costs,
demand fluctuations, and recent and significant capacity reductions in
the coated groundwood market that are unrelated to the merger. In
addition to Verso's Bucksport mill closure, coated groundwood paper
producer Futuremark also closed its Alsip, Illinois coated groundwood
mill in August 2014. See Press Release, FutureMark Alsip, FutureMark
Alsip to Idle Mill (Aug. 21, 2014), available at https://www.businesswire.com/news/home/20140821005972/en/#.VUjFcv-Jiig
(``FutureMark Alsip [] today announced that, due to increasingly
challenging market conditions in the North American coated paper
market, it will indefinitely idle its mill in early September.'').
4. Local 1821's Allegations That Other Conduct by Apollo and Verso
Violated the Antitrust Laws Are Outside the Scope of the Tunney Act
Lastly, Local 1821 alleges that Apollo, Verso's parent company, has
engaged in anticompetitive conduct since at least 2011 and argues that
the Department should have investigated these earlier activities. Local
1821 also asserts that the Department should investigate whether
Verso's 2015 sale of the Bucksport mill to AIM violates Section 1 of
the Sherman Act.
Although the Department takes all allegations of anticompetitive
conduct seriously, Local 1821's claim that the United States should
bring or have brought an enforcement action relating to conduct not
challenged in the Complaint is outside the scope of this Tunney Act
proceeding. It is well-settled that the Department's decision to bring
an action alleging harm is left to the Department's prosecutorial
discretion and is not part of the court's Tunney Act review. See
Microsoft, 56 F.3d at 1459 (explaining that in an APPA proceeding, the
``district court is not empowered to review the actions or behavior of
the Department of Justice; the court is only authorized to review the
decree itself''). Indeed, this Court has squarely held that ``a
district court is not permitted to `reach beyond the complaint to
evaluate claims that the government did not make and to inquire as to
why they were not made.' '' SBC Commc'ns, 489 F. Supp. 2d at 14
(quoting Microsoft, 56 F.3d at 1459) (emphasis in original); see also
US Airways, 38 F. Supp. 3d at 76. Consequently, Local 1821's
allegations of anticompetitive conduct not challenged in the Complaint
do not provide a basis for rejecting the proposed Final Judgment.
V. Conclusion
After reviewing the public comments, the United States continues to
believe that the proposed Final Judgment, as drafted, provides an
effective and appropriate remedy for the antitrust violations alleged
in the Complaint, and is therefore in the public interest. The United
States will move this Court to enter the proposed Final Judgment after
the comments and this response are published in the Federal Register.
Dated: May 18, 2015
Respectfully submitted, /s/Karl D. Knutsen., Karl D. Knutsen,
Richard Martin, Garrett M. Liskey (D.C. Bar No.
[[Page 30730]]
1000937), Attorneys for the United States, Litigation I Section,
Antitrust Division, U.S. Department of Justice, 450 Fifth Street NW.,
Suite 4100, Washington, DC 20530, Telephone: (202) 514-0976, Facsimile:
(202) 305-1190, Email: karl.knutsen@usdoj.gov.
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[FR Doc. 2015-13025 Filed 5-28-15; 8:45 am]
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