Alimentation Couche-Tard Inc. and CrossAmerica Partners LP; Analysis To Aid Public Comment, 61300-61302 [2017-27924]
Download as PDF
<![CDATA[
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 https://
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 https://
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]
=======================================================================
-----------------------------------------------------------------------
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 https://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 https://www.ftc.gov to read this Notice and
the news release describing it. The FTC Act and other laws that the
Commission administers permit the collection of public comments to
consider and use in this proceeding, as appropriate. The Commission
will consider all timely and responsive public comments that it
receives on or before 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
