Alimentation Couche-Tard Inc. and CrossAmerica Partners LP; Analysis To Aid Public Comment, 61300-61302 [2017-27924]

Download as PDF 61300 Federal Register / Vol. 82, No. 247 / Wednesday, December 27, 2017 / Notices standard within the existing structure of the FFIEC 002 for March 31, 2018. Interim guidance accompanying the Board’s transmittal letter to institutions for the March 31, 2018, report date will advise institutions that have adopted ASU 2016–01 to (a) continue to report the fair value and historical cost of their holdings of equity securities with readily determinable fair values not held for trading (which were reportable as available-for-sale equity securities prior to the adoption of ASU 2016–01) in existing Memorandum items 3 and 4 of Schedule RAL; (b) measure their holdings of equity securities and other equity investments without readily determinable fair values not held for trading in accordance with the ASU and continue to report them in Schedule RAL, item 1.h; (c) report Schedule K, item 5, consistent with the measurement of Schedule RAL, item 1.i, except that all debt securities not held for trading should be measured on an amortized cost basis; (d) report Schedule O, item 4, consistent with the measurement of Schedule RAL, item 3, except that all debt securities not held for trading should be measured at amortized cost; and (e) continue to report the amount from Memorandum item 3 of Schedule RAL in Schedule Q, item 1, column A. daltland on DSKBBV9HB2PROD with NOTICES III. Timing The proposed changes to the report forms and instructions described in this notice would be implemented as of the June 30, 2018, report date. However, as discussed above, the proposed revised reporting requirements for equity investments would have varying effective dates for individual respondents and would begin with the June 30, 2018, report date. The agencies invite comment on any difficulties that institutions would expect to encounter in implementing the systems and process changes necessary to accommodate the proposed revisions to the FFIEC 002 and FFIEC 002S as of this proposed effective date. The specific wording of the captions for the new or revised data items discussed in this proposal and the numbering of these data items may be modified to provide clarity. IV. Request for Comment Public comment is requested on all aspects of this notice. Comment is specifically invited on: a. Whether the information collections are necessary for the proper performance of the agencies’ functions, including whether the information has practical utility; b. The accuracy of the agencies’ estimate of the burden of the VerDate Sep<11>2014 21:43 Dec 26, 2017 Jkt 244001 information collections, including the validity of the methodology and assumptions used; c. Ways to enhance the quality, utility, and clarity of the information to be collected; d. Ways to minimize the burden of the information collections on respondents, including through the use of automated collection techniques or other forms of information technology; and e. Estimates of capital or start up costs and costs of operation, maintenance, and purchase of services to provide information. Comments submitted in response to this notice will be shared among the agencies. All comments will become a matter of public record. Board of Governors of the Federal Reserve System, December 21, 2017. Margaret Shanks, Deputy Secretary of the Board. [FR Doc. 2017–27942 Filed 12–26–17; 8:45 am] BILLING CODE 6210–01–P FEDERAL TRADE COMMISSION [File No. 171 0184] Alimentation Couche-Tard Inc. and CrossAmerica Partners LP; Analysis To Aid Public Comment Federal Trade Commission. Proposed consent agreement. AGENCY: ACTION: The consent agreement in this matter settles alleged violations of federal law prohibiting unfair methods of competition. The attached Analysis to Aid Public Comment describes both the allegations in the complaint and the terms of the consent orders—embodied in the consent agreement—that would settle these allegations. DATES: Comments must be received on or before January 15, 2018. ADDRESSES: Interested parties may file a comment online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Write: ‘‘Alimentation CoucheTard, Inc. (ACT) et al.; FTC File No. 1710184’’ on your comment, and file your comment online at https:// ftcpublic.commentworks.com/ftc/ actholidaydivest by following the instructions on the web-based form. If you prefer to file your comment on paper, write ‘‘Alimentation CoucheTard, Inc. (ACT) et al.; FTC File No. 1710184’’ on your comment and on the envelope, and mail your comment to the following address: Federal Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, Suite SUMMARY: PO 00000 Frm 00050 Fmt 4703 Sfmt 4703 CC–5610 (Annex D), Washington, DC 20580, or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Constitution Center, 400 7th Street SW, 5th Floor, Suite 5610 (Annex D), Washington, DC 20024. FOR FURTHER INFORMATION CONTACT: Nicholas Bush, (202–326–2848), Bureau of Competition, 600 Pennsylvania Avenue NW, Washington, DC 20580. SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, notice is hereby given that the above-captioned consent agreement containing a consent order to cease and desist, having been filed with and accepted, subject to final approval, by the Commission, has been placed on the public record for a period of thirty (30) days. The following Analysis to Aid Public Comment describes the terms of the consent agreement, and the allegations in the complaint. An electronic copy of the full text of the consent agreement package can be obtained from the FTC Home Page (for December 15, 2017), on the World Wide Web, at https:// www.ftc.gov/news-events/commissionactions. You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before January 15, 2018. Write ‘‘Alimentation Couche-Tard, Inc. (ACT) et al.; FTC File No. 1710184’’ on your comment. Your comment—including your name and your state—will be placed on the public record of this proceeding, including, to the extent practicable, on the public Commission website, at https://www.ftc.gov/policy/ public-comments. 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/ actholidaydivest 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 website. If you prefer to file your comment on paper, write ‘‘Alimentation CoucheTard, Inc. (ACT) et al.; FTC File No. 1710184’’ on your comment and on the envelope, and mail your comment to the following address: Federal Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, Suite CC–5610 (Annex D), Washington, DC E:\FR\FM\27DEN1.SGM 27DEN1 daltland on DSKBBV9HB2PROD with NOTICES Federal Register / Vol. 82, No. 247 / Wednesday, December 27, 2017 / Notices 20580, or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Constitution Center, 400 7th Street SW, 5th Floor, Suite 5610 (Annex D), Washington, DC 20024. If possible, submit your paper comment to the Commission by courier or overnight service. Because your comment will be placed on the publicly accessible FTC website at https://www.ftc.gov, you are solely responsible for making sure that your comment does not include any sensitive or confidential information. In particular, your comment should not include any sensitive personal information, such as your or anyone else’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, such as medical records or other individually identifiable health information. In addition, your comment should not include any ‘‘trade secret or any commercial or financial information which . . . is privileged or confidential’’—as provided by 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)— including in particular competitively sensitive information such as costs, sales statistics, inventories, formulas, patterns, devices, manufacturing processes, or customer names. Comments containing material for which confidential treatment is requested must be filed in paper form, must be clearly labeled ‘‘Confidential,’’ and must comply with FTC Rule 4.9(c). 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). Your comment will be kept confidential only if the General Counsel grants your request in accordance with the law and the public interest. Once your comment has been posted on the public FTC website—as legally required by FTC Rule 4.9(b)—we cannot redact or remove your comment from the FTC website, unless you submit a confidentiality request that meets the requirements for such treatment under FTC Rule 4.9(c), and the General Counsel grants that request. Visit the FTC website at http:// www.ftc.gov to read this Notice and the news release describing it. The FTC Act VerDate Sep<11>2014 21:43 Dec 26, 2017 Jkt 244001 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 January 15, 2018. For information on the Commission’s privacy policy, including routine uses permitted by the Privacy Act, see https://www.ftc.gov/site-information/ privacy-policy. Analysis of Agreement Containing Consent Orders To Aid Public Comment Introduction The Federal Trade Commission (‘‘Commission’’) has accepted for public comment, subject to final approval, an Agreement Containing Consent Orders (‘‘Consent Agreement’’) from Alimentation Couche-Tard Inc. (‘‘ACT’’) and CrossAmerica Partners LP (‘‘CAPL’’) (collectively, the ‘‘Respondents’’). The Consent Agreement is designed to remedy the anticompetitive effects that likely would result from ACT’s proposed acquisition of Holiday Companies (‘‘Holiday’’). Under the terms of the proposed Consent Agreement, ACT and CAPL must divest to a Commission-approved buyer (or buyers) certain CAPL and Holiday retail fuel outlets and related assets in ten local markets in Minnesota and Wisconsin. ACT and CAPL must complete the divestiture no later than 120 days after the closing of ACT’s acquisition of Holiday. The Commission and Respondents have agreed to an Order to Maintain Assets that requires Respondents to operate and maintain each divestiture outlet in the normal course of business through the date the Commission-approved buyer acquires the outlet. The Commission has placed the proposed Consent Agreement on the public record for 30 days to solicit comments from interested persons. Comments received during this period will become part of the public record. After 30 days, the Commission will again review the proposed Consent Agreement and the comments received, and will decide whether it should withdraw from the Consent Agreement, modify it, or make it final. II. The Respondents Respondent ACT, a publicly traded company headquartered in Laval, Quebec, Canada, operates convenience stores and retail fuel outlets throughout the United States and the world. ACT is the parent of wholly owned subsidiary Circle K Stores Inc. (‘‘Circle K’’). ACT’s current U.S. network consists of PO 00000 Frm 00051 Fmt 4703 Sfmt 4703 61301 approximately 7,200 stores located in 42 states. Over 5,000 locations are company-operated, making ACT the largest convenience store operator in terms of company-owned stores and the second-largest chain overall in the country. ACT convenience store locations operate primarily under the Circle K, Kangaroo Express, and Corner Store banners, while its retail fuel outlets operate under a variety of company and third-party brands. Respondent CAPL, a publicly traded master limited partnership headquartered in Allentown, Pennsylvania, markets fuel at wholesale, and owns and operates convenience stores and retail fuel outlets. ACT, via Circle K, acquired CST Brands, Inc. in June 2017, which gave Circle K operational control and management of CAPL. CAPL supplies fuel to nearly 1,200 sites across 29 states. III. The Proposed Acquisition On July 10, 2017, ACT, through its wholly owned subsidiary Oliver Acquisition Corp., entered into an agreement to acquire certain Holiday equity interests, including Holiday’s retail fuel outlets (the ‘‘Transaction’’). The Transaction would cement ACT’s position as one of the largest operators of retail fuel outlets in the United States. The Commission’s Complaint alleges that the Transaction, if consummated, would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and that the Transaction agreement constitutes a violation of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by substantially lessening competition for the retail sale of gasoline and the retail sale of diesel in ten local markets in Minnesota and Wisconsin. IV. The Retail Sales of Gasoline and Diesel The Commission’s Complaint alleges that relevant product markets in which to analyze the Transaction are the retail sale of gasoline and the retail sale of diesel. Consumers require gasoline for their gasoline-powered vehicles and can purchase gasoline only at retail fuel outlets. Likewise, consumers require diesel for their diesel-powered vehicles and can purchase diesel only at retail fuel outlets. The retail sale of gasoline and the retail sale of diesel constitute separate relevant markets because the two are not interchangeable—vehicles that run on gasoline cannot run on diesel and vehicles that run on diesel cannot run on gasoline. The Commission’s Complaint alleges the relevant geographic markets in which to assess the competitive effects E:\FR\FM\27DEN1.SGM 27DEN1 daltland on DSKBBV9HB2PROD with NOTICES 61302 Federal Register / Vol. 82, No. 247 / Wednesday, December 27, 2017 / Notices of the Transaction include ten local markets within the following cities: Aitkin, Hibbing, Minnetonka, Mora, Saint Paul, and Saint Peter in Minnesota, and Hayward, Siren, and Spooner in Wisconsin. The geographic markets for retail gasoline and retail diesel are highly localized, ranging up to a few miles, depending on local circumstances. Each relevant market is distinct and factdependent, reflecting the commuting patterns, traffic flows, and outlet characteristics unique to each market. Consumers typically choose between nearby retail fuel outlets with similar characteristics along their planned routes. The geographic markets for the retail sale of diesel may be similar to the corresponding geographic markets for retail gasoline as many diesel consumers exhibit the same preferences and behaviors as gasoline consumers. The Transaction would substantially increase the market concentration in each of the ten local markets, resulting in highly concentrated markets. In five local markets, the Transaction would reduce the number of competitively constraining independent market participants from three to two. In the remaining five local markets, the Transaction would reduce the number of competitively constraining independent market participants from four to three. The Transaction would substantially lessen competition for the retail sale of gasoline and the retail sale of diesel in these local markets. Retail fuel outlets compete on price, store format, product offerings, and location, and pay close attention to competitors in close proximity, on similar traffic flows, and with similar store characteristics. The combined entity would be able to raise prices unilaterally in markets where ACT and Holiday are close competitors. Absent the Transaction, ACT and Holiday would continue to compete head to head in these local markets. Moreover, the Transaction would increase the likelihood of coordination in local markets where only two or three competitively constraining independent market participants would remain. Two aspects of the retail fuel industry make it vulnerable to coordination. First, retail fuel outlets post their fuel prices on price signs that are visible from the street, allowing competitors to observe each other’s fuel prices without difficulty. Second, retail fuel outlets regularly track their competitors’ fuel prices and change their own prices in response. These repeated interactions give retail fuel outlets familiarity with how their competitors price and how VerDate Sep<11>2014 21:43 Dec 26, 2017 Jkt 244001 their competitors respond to their own prices. Entry into each relevant market would not be timely, likely, or sufficient to deter or counteract the anticompetitive effects arising from the Acquisition. Significant entry barriers include the availability of attractive real estate, the time and cost associated with constructing a new retail fuel outlet, and the time associated with obtaining necessary permits and approvals. V. The Proposed Consent Agreement The proposed Consent Agreement would remedy the Acquisition’s likely anticompetitive effects by requiring ACT and CAPL to divest certain CAPL and Holiday retail fuel outlets and related assets in ten local markets. The proposed Consent Agreement requires that the divestiture occur no later than 120 days after ACT consummates the Acquisition. This Agreement protects the Commission’s ability to obtain complete and effective relief given the small number of outlets to be divested. Further, based on Commission staff’s investigation, the Commission believes that ACT can identify an acceptable buyer (or buyers) within 120 days. The proposed Consent Agreement further requires ACT and CAPL to maintain the economic viability, marketability, and competitiveness of each divestiture asset until the Commission approves a buyer (or buyers) and the divestiture is complete. For up to twelve months following the divestiture, ACT and CAPL must make available transitional services, as needed, to assist the buyer of each divestiture asset. In addition to requiring outlet divestitures, the proposed Consent Agreement also requires ACT and CAPL to provide the Commission notice before acquiring designated outlets in the ten local areas for ten years. The prior notice provision is necessary because acquisitions of the designated outlets likely raise competitive concerns and may fall below the HSR Act premerger notification thresholds. The proposed Consent Agreement contains additional provisions designed to ensure the effectiveness of the proposed relief. For example, Respondents have agreed to an Order to Maintain Assets that will issue at the time the proposed Consent Agreement is accepted for public comment. The Order to Maintain Assets requires Respondents to operate and maintain each divestiture outlet in the normal course of business, through the date the Respondents’ complete divestiture of the outlet. During this period, and until PO 00000 Frm 00052 Fmt 4703 Sfmt 4703 such time as the buyer (or buyers) no longer requires transitional assistance, the Order to Maintain Assets authorizes the Commission to appoint an independent third party as a Monitor to oversee the Respondents’ compliance with the requirements of the proposed Consent Agreement. The purpose of this analysis is to facilitate public comment on the proposed Consent agreement, and the Commission does not intend this analysis 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. 2017–27924 Filed 12–26–17; 8:45 am] BILLING CODE 6750–01–P FEDERAL TRADE COMMISSION Agency Information Collection Activities; Submission for OMB Review; Comment Request Federal Trade Commission (‘‘FTC’’). ACTION: Notice and request for comment. AGENCY: In compliance with the Paperwork Reduction Act (PRA) of 1995, the FTC is seeking public comments on its request to OMB for a three-year extension of the current PRA clearance for information collection requirements contained in its Trade Regulation Rule entitled Labeling and Advertising of Home Insulation (R-value Rule or Rule). That clearance expires on January 31, 2018. DATES: Comments must be received by January 26, 2018. ADDRESSES: Interested parties may file a comment online or on paper by following the instructions in the Request for Comments part of the SUPPLEMENTARY INFORMATION section below. Write ‘‘R-value Rule: FTC File No. R811001’’ on your comment, and file your comment online at https:// ftcpublic.commentworks.com/ftc/ rvaluerulepra2 by following the instructions on the web-based form. If you prefer to file your comment on paper, mail your comment to the following address: Federal Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, Suite CC–5610 (Annex J), Washington, DC 20580, or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Constitution Center, 400 7th Street SW, 5th Floor, Suite 5610 (Annex J), Washington, DC 20024. SUMMARY: E:\FR\FM\27DEN1.SGM 27DEN1

Agencies

[Federal Register Volume 82, Number 247 (Wednesday, December 27, 2017)]
[Notices]
[Pages 61300-61302]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-27924]


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FEDERAL TRADE COMMISSION

[File No. 171 0184]


Alimentation Couche-Tard Inc. and CrossAmerica Partners LP; 
Analysis To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

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

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

DATES: Comments must be received on or before January 15, 2018.

ADDRESSES: Interested parties may file a comment online or on paper, by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Write: ``Alimentation Couche-
Tard, Inc. (ACT) et al.; FTC File No. 1710184'' on your comment, and 
file your comment online at https://ftcpublic.commentworks.com/ftc/actholidaydivest by following the instructions on the web-based form. 
If you prefer to file your comment on paper, write ``Alimentation 
Couche-Tard, Inc. (ACT) et al.; FTC File No. 1710184'' on your comment 
and on the envelope, and mail your comment to the following address: 
Federal Trade Commission, Office of the Secretary, 600 Pennsylvania 
Avenue NW, Suite CC-5610 (Annex D), Washington, DC 20580, or deliver 
your comment to the following address: Federal Trade Commission, Office 
of the Secretary, Constitution Center, 400 7th Street SW, 5th Floor, 
Suite 5610 (Annex D), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Nicholas Bush, (202-326-2848), Bureau 
of Competition, 600 Pennsylvania Avenue NW, Washington, DC 20580.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, 
notice is hereby given that the above-captioned consent agreement 
containing a consent order to cease and desist, having been filed with 
and accepted, subject to final approval, by the Commission, has been 
placed on the public record for a period of thirty (30) days. The 
following Analysis to Aid Public Comment describes the terms of the 
consent agreement, and the allegations in the complaint. An electronic 
copy of the full text of the consent agreement package can be obtained 
from the FTC Home Page (for December 15, 2017), on the World Wide Web, 
at https://www.ftc.gov/news-events/commission-actions.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before January 15, 
2018. Write ``Alimentation Couche-Tard, Inc. (ACT) et al.; FTC File No. 
1710184'' on your comment. Your comment--including your name and your 
state--will be placed on the public record of this proceeding, 
including, to the extent practicable, on the public Commission website, 
at https://www.ftc.gov/policy/public-comments.
    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/actholidaydivest 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 website.
    If you prefer to file your comment on paper, write ``Alimentation 
Couche-Tard, Inc. (ACT) et al.; FTC File No. 1710184'' on your comment 
and on the envelope, and mail your comment to the following address: 
Federal Trade Commission, Office of the Secretary, 600 Pennsylvania 
Avenue NW, Suite CC-5610 (Annex D), Washington, DC

[[Page 61301]]

20580, or deliver your comment to the following address: Federal Trade 
Commission, Office of the Secretary, Constitution Center, 400 7th 
Street SW, 5th Floor, Suite 5610 (Annex D), Washington, DC 20024. If 
possible, submit your paper comment to the Commission by courier or 
overnight service.
    Because your comment will be placed on the publicly accessible FTC 
website at https://www.ftc.gov, you are solely responsible for making 
sure that your comment does not include any sensitive or confidential 
information. In particular, your comment should not include any 
sensitive personal information, such as your or anyone else'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, such as medical records or other 
individually identifiable health information. In addition, your comment 
should not include any ``trade secret or any commercial or financial 
information which . . . is privileged or confidential''--as provided by 
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)--including in particular competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns, devices, manufacturing processes, or customer names.
    Comments containing material for which confidential treatment is 
requested must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with FTC Rule 4.9(c). 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). Your comment will be kept 
confidential only if the General Counsel grants your request in 
accordance with the law and the public interest. Once your comment has 
been posted on the public FTC website--as legally required by FTC Rule 
4.9(b)--we cannot redact or remove your comment from the FTC website, 
unless you submit a confidentiality request that meets the requirements 
for such treatment under FTC Rule 4.9(c), and the General Counsel 
grants that request.
    Visit the FTC website 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 January 15, 2018. For information on the 
Commission's privacy policy, including routine uses permitted by the 
Privacy Act, see https://www.ftc.gov/site-information/privacy-policy.

Analysis of Agreement Containing Consent Orders To Aid Public Comment

Introduction

    The Federal Trade Commission (``Commission'') has accepted for 
public comment, subject to final approval, an Agreement Containing 
Consent Orders (``Consent Agreement'') from Alimentation Couche-Tard 
Inc. (``ACT'') and CrossAmerica Partners LP (``CAPL'') (collectively, 
the ``Respondents''). The Consent Agreement is designed to remedy the 
anticompetitive effects that likely would result from ACT's proposed 
acquisition of Holiday Companies (``Holiday'').
    Under the terms of the proposed Consent Agreement, ACT and CAPL 
must divest to a Commission-approved buyer (or buyers) certain CAPL and 
Holiday retail fuel outlets and related assets in ten local markets in 
Minnesota and Wisconsin. ACT and CAPL must complete the divestiture no 
later than 120 days after the closing of ACT's acquisition of Holiday. 
The Commission and Respondents have agreed to an Order to Maintain 
Assets that requires Respondents to operate and maintain each 
divestiture outlet in the normal course of business through the date 
the Commission-approved buyer acquires the outlet.
    The Commission has placed the proposed Consent Agreement on the 
public record for 30 days to solicit comments from interested persons. 
Comments received during this period will become part of the public 
record. After 30 days, the Commission will again review the proposed 
Consent Agreement and the comments received, and will decide whether it 
should withdraw from the Consent Agreement, modify it, or make it 
final.

II. The Respondents

    Respondent ACT, a publicly traded company headquartered in Laval, 
Quebec, Canada, operates convenience stores and retail fuel outlets 
throughout the United States and the world. ACT is the parent of wholly 
owned subsidiary Circle K Stores Inc. (``Circle K''). ACT's current 
U.S. network consists of approximately 7,200 stores located in 42 
states. Over 5,000 locations are company-operated, making ACT the 
largest convenience store operator in terms of company-owned stores and 
the second-largest chain overall in the country. ACT convenience store 
locations operate primarily under the Circle K, Kangaroo Express, and 
Corner Store banners, while its retail fuel outlets operate under a 
variety of company and third-party brands.
    Respondent CAPL, a publicly traded master limited partnership 
headquartered in Allentown, Pennsylvania, markets fuel at wholesale, 
and owns and operates convenience stores and retail fuel outlets. ACT, 
via Circle K, acquired CST Brands, Inc. in June 2017, which gave Circle 
K operational control and management of CAPL. CAPL supplies fuel to 
nearly 1,200 sites across 29 states.

III. The Proposed Acquisition

    On July 10, 2017, ACT, through its wholly owned subsidiary Oliver 
Acquisition Corp., entered into an agreement to acquire certain Holiday 
equity interests, including Holiday's retail fuel outlets (the 
``Transaction''). The Transaction would cement ACT's position as one of 
the largest operators of retail fuel outlets in the United States.
    The Commission's Complaint alleges that the Transaction, if 
consummated, would violate Section 7 of the Clayton Act, as amended, 15 
U.S.C. 18, and that the Transaction agreement constitutes a violation 
of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 
45, by substantially lessening competition for the retail sale of 
gasoline and the retail sale of diesel in ten local markets in 
Minnesota and Wisconsin.

IV. The Retail Sales of Gasoline and Diesel

    The Commission's Complaint alleges that relevant product markets in 
which to analyze the Transaction are the retail sale of gasoline and 
the retail sale of diesel. Consumers require gasoline for their 
gasoline-powered vehicles and can purchase gasoline only at retail fuel 
outlets. Likewise, consumers require diesel for their diesel-powered 
vehicles and can purchase diesel only at retail fuel outlets. The 
retail sale of gasoline and the retail sale of diesel constitute 
separate relevant markets because the two are not interchangeable--
vehicles that run on gasoline cannot run on diesel and vehicles that 
run on diesel cannot run on gasoline.
    The Commission's Complaint alleges the relevant geographic markets 
in which to assess the competitive effects

[[Page 61302]]

of the Transaction include ten local markets within the following 
cities: Aitkin, Hibbing, Minnetonka, Mora, Saint Paul, and Saint Peter 
in Minnesota, and Hayward, Siren, and Spooner in Wisconsin.
    The geographic markets for retail gasoline and retail diesel are 
highly localized, ranging up to a few miles, depending on local 
circumstances. Each relevant market is distinct and fact-dependent, 
reflecting the commuting patterns, traffic flows, and outlet 
characteristics unique to each market. Consumers typically choose 
between nearby retail fuel outlets with similar characteristics along 
their planned routes. The geographic markets for the retail sale of 
diesel may be similar to the corresponding geographic markets for 
retail gasoline as many diesel consumers exhibit the same preferences 
and behaviors as gasoline consumers.
    The Transaction would substantially increase the market 
concentration in each of the ten local markets, resulting in highly 
concentrated markets. In five local markets, the Transaction would 
reduce the number of competitively constraining independent market 
participants from three to two. In the remaining five local markets, 
the Transaction would reduce the number of competitively constraining 
independent market participants from four to three.
    The Transaction would substantially lessen competition for the 
retail sale of gasoline and the retail sale of diesel in these local 
markets. Retail fuel outlets compete on price, store format, product 
offerings, and location, and pay close attention to competitors in 
close proximity, on similar traffic flows, and with similar store 
characteristics. The combined entity would be able to raise prices 
unilaterally in markets where ACT and Holiday are close competitors. 
Absent the Transaction, ACT and Holiday would continue to compete head 
to head in these local markets.
    Moreover, the Transaction would increase the likelihood of 
coordination in local markets where only two or three competitively 
constraining independent market participants would remain. Two aspects 
of the retail fuel industry make it vulnerable to coordination. First, 
retail fuel outlets post their fuel prices on price signs that are 
visible from the street, allowing competitors to observe each other's 
fuel prices without difficulty. Second, retail fuel outlets regularly 
track their competitors' fuel prices and change their own prices in 
response. These repeated interactions give retail fuel outlets 
familiarity with how their competitors price and how their competitors 
respond to their own prices.
    Entry into each relevant market would not be timely, likely, or 
sufficient to deter or counteract the anticompetitive effects arising 
from the Acquisition. Significant entry barriers include the 
availability of attractive real estate, the time and cost associated 
with constructing a new retail fuel outlet, and the time associated 
with obtaining necessary permits and approvals.

V. The Proposed Consent Agreement

    The proposed Consent Agreement would remedy the Acquisition's 
likely anticompetitive effects by requiring ACT and CAPL to divest 
certain CAPL and Holiday retail fuel outlets and related assets in ten 
local markets.
    The proposed Consent Agreement requires that the divestiture occur 
no later than 120 days after ACT consummates the Acquisition. This 
Agreement protects the Commission's ability to obtain complete and 
effective relief given the small number of outlets to be divested. 
Further, based on Commission staff's investigation, the Commission 
believes that ACT can identify an acceptable buyer (or buyers) within 
120 days.
    The proposed Consent Agreement further requires ACT and CAPL to 
maintain the economic viability, marketability, and competitiveness of 
each divestiture asset until the Commission approves a buyer (or 
buyers) and the divestiture is complete. For up to twelve months 
following the divestiture, ACT and CAPL must make available 
transitional services, as needed, to assist the buyer of each 
divestiture asset.
    In addition to requiring outlet divestitures, the proposed Consent 
Agreement also requires ACT and CAPL to provide the Commission notice 
before acquiring designated outlets in the ten local areas for ten 
years. The prior notice provision is necessary because acquisitions of 
the designated outlets likely raise competitive concerns and may fall 
below the HSR Act premerger notification thresholds.
    The proposed Consent Agreement contains additional provisions 
designed to ensure the effectiveness of the proposed relief. For 
example, Respondents have agreed to an Order to Maintain Assets that 
will issue at the time the proposed Consent Agreement is accepted for 
public comment. The Order to Maintain Assets requires Respondents to 
operate and maintain each divestiture outlet in the normal course of 
business, through the date the Respondents' complete divestiture of the 
outlet. During this period, and until such time as the buyer (or 
buyers) no longer requires transitional assistance, the Order to 
Maintain Assets authorizes the Commission to appoint an independent 
third party as a Monitor to oversee the Respondents' compliance with 
the requirements of the proposed Consent Agreement.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent agreement, and the Commission does not intend this 
analysis 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. 2017-27924 Filed 12-26-17; 8:45 am]
 BILLING CODE 6750-01-P