Seven & iHoldings Co., Ltd., a Corporation; 7-Eleven, Inc., a Corporation; and Sunoco LP, a Limited Partnership; Analysis To Aid Public Comment, 4051-4053 [2018-01547]
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Federal Register / Vol. 83, No. 19 / Monday, January 29, 2018 / Notices
Any reference to these thresholds and
related thresholds and limitation values
in the HSR rules (16 CFR parts 801–803)
and the Antitrust Improvements Act
Notification and Report Form (‘‘the HSR
Form’’) and its Instructions will also be
adjusted, where indicated by the term
‘‘(as adjusted)’’, as follows:
Original threshold
Adjusted
threshold
(million)
$10 million ............................
$50 million ............................
$100 million ..........................
$110 million ..........................
$200 million ..........................
$500 million ..........................
$1 billion ...............................
$16.9
84.4
168.8
185.7
337.6
843.9
1,687.8
By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2018–01579 Filed 1–26–18; 8:45 am]
BILLING CODE 6750–01–P
FEDERAL TRADE COMMISSION
[File No. 171 0126]
Seven & iHoldings Co., Ltd., a
Corporation; 7-Eleven, Inc., a
Corporation; and Sunoco LP, a Limited
Partnership; 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 February 20, 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: ‘‘In the Matter of Seven &
iHoldings Co., Ltd. File No. 1710126’’
on your comment, and file your
comment online at https://
ftcpublic.commentworks.com/ftc/
sevensunococonsent by following the
instructions on the web-based form. If
you prefer to file your comment on
paper, write ‘‘In the Matter of Seven &
iHoldings Co., Ltd. File No. 1710126’’
on your comment and on the envelope,
and mail your comment to the following
address: Federal Trade Commission,
sradovich on DSK3GMQ082PROD with NOTICES
SUMMARY:
VerDate Sep<11>2014
18:19 Jan 26, 2018
Jkt 244001
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: Eric
Olson (202–326–2349), 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 January 19, 2018), 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 February 20, 2018. Write ‘‘In the
Matter of Seven & iHoldings Co., Ltd.
File No. 1710126’’ 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/publiccomments.
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/
sevensunococonsent 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 ‘‘In the Matter of Seven &
iHoldings Co., Ltd. File No. 1710126’’
on your comment and on the envelope,
and mail your comment to the following
address: Federal Trade Commission,
Office of the Secretary, 600
PO 00000
Frm 00029
Fmt 4703
Sfmt 4703
4051
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. 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.
E:\FR\FM\29JAN1.SGM
29JAN1
4052
Federal Register / Vol. 83, No. 19 / Monday, January 29, 2018 / Notices
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 February 20, 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
sradovich on DSK3GMQ082PROD with NOTICES
I. Introduction
The Federal Trade Commission
(‘‘Commission’’) has accepted for public
comment, subject to final approval, an
Agreement Containing Consent Orders
(‘‘Consent Agreement’’) from Seven & i
Holdings Co., Ltd. and 7-Eleven, Inc.
(collectively, ‘‘7-Eleven’’), and Sunoco
LP (‘‘Sunoco’’) (collectively, the
‘‘Respondents’’). The Consent
Agreement is designed to remedy the
anticompetitive effects that likely would
result from 7-Eleven’s proposed
acquisition of certain Sunoco retail fuel
assets (the ‘‘Transaction’’).
Absent a remedy, the Transaction
would raise competitive concerns in 76
local markets in 20 metropolitan
statistical areas (‘‘MSAs’’). Under the
terms of the proposed Consent
Agreement, 7-Eleven must sell retail
fuel outlets in some local markets to
Sunoco and reject Sunoco retail fuel
outlets in other local markets pursuant
to the Respondents’ asset purchase
agreement (thereby allowing Sunoco to
retain these assets). The divestitures
must be completed no later than 90 days
after the closing of 7-Eleven’s
acquisition of Sunoco. The Commission
and Respondents have agreed to an
Order to Maintain Assets that requires
Respondents to operate and maintain
each 7-Eleven divestiture outlet in the
normal course of business through the
date Sunoco 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 any comments received,
and will decide whether it should
withdraw from the Consent Agreement,
modify it, or make it final.
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18:19 Jan 26, 2018
Jkt 244001
II. The Respondents
Respondent Seven & iHoldings Co.,
Ltd, a publicly traded company
headquartered in Tokyo, Japan, operates
convenience stores and retail fuel
outlets throughout the United States and
the world. 7-Eleven’s U.S. network
consists of approximately 8,500 stores
located in 35 states. More than 1,000
locations are company-operated, making
7-Eleven one of the largest convenience
store operators in terms of companyowned stores and the second-largest
chain overall in the country. 7-Eleven
convenience store locations operate
under the 7-Eleven banner, while its
retail fuel outlets operate under a
variety of company and third-party
brands.
Respondent Sunoco operates
convenience stores and retail fuel
outlets in the United States and Canada.
With more than 1,300 convenience
stores and retail fuel outlets in the
United States, Sunoco is one of the
largest chains in the country. Sunoco’s
U.S. convenience stores operate
primarily under the APlus and Stripes
banners, while its retail fuel outlets
operate under a variety of company and
third-party brands. Sunoco also has an
extensive wholesale fuel business that
supplies more than 6,800 third-party
outlets.
III. The Proposed Acquisition
On April 6, 2017, 7-Eleven, through
its wholly owned subsidiaries 7-Eleven,
Inc. and SEI Fuel Services, Inc. (‘‘SEI
Fuel Services’’), entered into an
agreement with Sunoco to acquire
approximately 1,100 retail fuel outlets
for approximately $3.3 billion. Sunoco
would continue to operate its wholesale
business and approximately 200 retail
fuel outlets following the Transaction.
SEI Fuel Services would enter into a 15year fuel supply agreement with
Sunoco, LLC as a part of the
Transaction.
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 asset purchase 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
76 local markets across 20 MSAs.
IV. The Retail Sale 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
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diesel. The retail sale of gasoline and
the retail sale of diesel constitute
separate relevant markets because the
two are not interchangeable. Consumers
require gasoline for their gasolinepowered 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 Commission’s Complaint alleges
the relevant geographic markets in
which to assess the competitive effects
of the Transaction are 76 local markets
within the following MSAs: BostonCambridge-Quincy, MA–NH;
Brownsville-Harlingen, TX; BuffaloNiagara Falls, NY; Cape Coral-Fort
Myers, FL; Corpus Christi, TX; DeltonaDaytona Beach-Ormond Beach, FL;
Killeen-Temple-Fort Hood, TX; Laredo,
TX; McAllen-Edinburg-Mission, TX;
Miami-Fort Lauderdale-Pompano Beach,
FL; Gettysburg, PA; Palm BayMelbourne-Titusville, FL; Pittsburgh,
PA; Richmond, VA; San Antonio, TX;
Sarasota-Bradenton-Venice, FL; TampaSt. Petersburg-Clearwater, FL; Rio
Grande City-Roma, TX; Victoria, TX;
and Washington-Arlington-Alexandria,
DC–VA–MD–WV. Each particular
geographic market is unique, with
factors such as commuting patterns,
traffic flows, and outlet characteristics
playing important roles in determining
the scope of the geographic market.
Retail fuel markets are highly localized
and can range up to a few miles in size.
The Transaction would substantially
increase the market concentration in
each of the 76 local markets, resulting
in highly concentrated markets. In 18
local markets, the Transaction would
result in a monopoly. In 39 local
markets, the Transaction would reduce
the number of independent market
participants from three to two. In 19
local markets, the Transaction would
reduce the number of independent
market participants from four to three.
According to the Commission’s
Complaint, the Transaction would
reduce the number of independent
market participants in each market to
three or fewer. The Transaction would
thereby substantially lessen competition
in these local markets by increasing the
likelihood that 7-Eleven would
unilaterally exercise market power and
by increasing the likelihood of
successful coordination among the
remaining firms. Absent relief, the
Transaction would likely result in
higher prices in each of the 76 local
markets.
Entry into each relevant market would
not be timely, likely, or sufficient to
deter or counteract the anticompetitive
E:\FR\FM\29JAN1.SGM
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Federal Register / Vol. 83, No. 19 / Monday, January 29, 2018 / Notices
sradovich on DSK3GMQ082PROD with NOTICES
effects arising from the Transaction.
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
remedies the Transaction’s
anticompetitive effects by requiring 7Eleven to sell retail fuel outlets in some
local markets to Sunoco and reject
Sunoco retail fuel outlets in other local
markets pursuant to the Respondents’
asset purchase agreement (thereby
allowing Sunoco to retain these assets).
Sunoco intends to convert the acquired
or retained stations from companyoperated sites to commission agent sites.
This remedy would preserve
competition as it is today, ensure that
the divestiture assets go to a viable,
large-scale competitor, and reduce the
risks and costs associated with asset
integration.
The Commission is satisfied that
allowing Sunoco to acquire or retain
retail fuel stations and transition them
to commission agent sites is an
appropriate remedy. Most importantly,
the proposed remedy preserves
competition in each local market.
Indeed, as Sunoco controls retail fuel
pricing at both its company-operated
stations and its commission agent
stations, Sunoco and 7-Eleven would
continue as independent retail fuel
competitors in each local market.
Moreover, Sunoco is a large, viable
competitor capable of maintaining the
competitive landscape in each local
market. Finally, the proposed Consent
Agreement reduces the uncertainty and
costs relating to integration since
Sunoco already is familiar with the
majority of the stations at issue.
The proposed Consent Agreement
also requires that for up to six months
following the divestiture, with up to an
additional twelve months at the buyer’s
option, 7-Eleven make available
transitional services, as needed, to assist
the buyer of each divestiture asset. The
buyer may extend the period for an
additional twelve months, but only with
Commission approval.
In addition to requiring outlet
divestitures, the proposed Consent
Agreement also requires 7-Eleven to
provide the Commission (and Florida,
Texas, or Virginia, where applicable)
notice before acquiring designated
outlets in the 76 local areas for ten
years. The prior notice provision is
necessary because acquisitions of the
designated outlets likely would raise
competitive concerns and may fall
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18:19 Jan 26, 2018
Jkt 244001
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, thereby maintaining the
economic viability, marketability, and
competitiveness of each divestiture
asset. 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 proposed Consent Agreement
also requires Sunoco to take steps to
ensure that its employees in charge of
setting retail fuel prices at the acquired
or retained retail fuel outlets do not
have access to confidential information
about Sunoco’s post-Transaction
wholesale supply of 7-Eleven’s retail
fuel stations. To ensure appropriate
firewalls remain in place for the
duration of the Respondents’ fuel
supply agreement, the proposed
Consent Agreement has a term of fifteen
years.
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. 2018–01547 Filed 1–26–18; 8:45 am]
BILLING CODE 6750–01–P
DEPARTMENT OF HEALTH AND
HUMAN SERVICES
Agency for Healthcare Research and
Quality
Agency Information Collection
Activities: Proposed Collection;
Comment Request
Agency for Healthcare Research
and Quality, HHS.
AGENCY:
PO 00000
Frm 00031
Fmt 4703
Sfmt 4703
ACTION:
4053
Notice.
This notice announces the
intention of the Agency for Healthcare
Research and Quality (AHRQ) to request
that the Office of Management and
Budget (OMB) approve the proposed
information collection project
‘‘Outcome Measure Repository (OMR).’’
DATES: Comments on this notice must be
received by March 30, 2018.
ADDRESSES: Written comments should
be submitted to: Doris Lefkowitz,
Reports Clearance Officer, AHRQ, by
email at doris.lefkowitz@AHRQ.hhs.gov.
Copies of the proposed collection
plans, data collection instruments, and
specific details on the estimated burden
can be obtained from the AHRQ Reports
Clearance Officer.
FOR FURTHER INFORMATION CONTACT:
Doris Lefkowitz, AHRQ Reports
Clearance Officer, (301) 427–1477, or by
emails at doris.lefkowitz@
AHRQ.hhs.gov.
SUPPLEMENTARY INFORMATION:
SUMMARY:
Proposed Project
Outcome Measure Repository
In accordance with the Paperwork
Reduction Act, 44 U.S.C. 3501–3521,
AHRQ invites public comment on this
proposed information collection. In
accordance with the agency’s mission,
AHRQ developed the Outcome Measure
Repository (OMR), a web-based database
with the purpose of providing a readily
available public resource that includes
definitions of outcome measures
associated with patient registries. The
information being collected in each
OMR record will be visible to the public
and readily available for public use.
This effort is in alignment the AHRQ
Registry of Patient Registries (RoPR),
which provides a centralized point of
collection for information about all
patient registries in the United States.
The RoPR furthers AHRQ’s goals to
enhance the description of the quality,
appropriateness, and effectiveness of
health services, and patient registries in
particular, in a more readily available,
central location by enhancing patient
registry information, extracted from
ClinicalTrials.gov or modeled based on
the ClinicalTrials.gov data elements.
The development of the OMR
continues these efforts, and aims to
achieve the following objectives:
(1) Provide a searchable database of
outcome measures used in patient
registries in the United States to
promote collaboration, reduce
redundancy, and improve transparency;
(2) Facilitate the use of standardized
data elements and outcome measures;
and
E:\FR\FM\29JAN1.SGM
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]]>Agencies
[Federal Register Volume 83, Number 19 (Monday, January 29, 2018)]
[Notices]
[Pages 4051-4053]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-01547]
-----------------------------------------------------------------------
FEDERAL TRADE COMMISSION
[File No. 171 0126]
Seven & iHoldings Co., Ltd., a Corporation; 7-Eleven, Inc., a
Corporation; and Sunoco LP, a Limited Partnership; 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 February 20, 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: ``In the Matter of
Seven & iHoldings Co., Ltd. File No. 1710126'' on your comment, and
file your comment online at https://ftcpublic.commentworks.com/ftc/sevensunococonsent by following the instructions on the web-based form.
If you prefer to file your comment on paper, write ``In the Matter of
Seven & iHoldings Co., Ltd. File No. 1710126'' 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: Eric Olson (202-326-2349), 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 January 19, 2018), 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 February 20,
2018. Write ``In the Matter of Seven & iHoldings Co., Ltd. File No.
1710126'' 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/sevensunococonsent 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 ``In the Matter
of Seven & iHoldings Co., Ltd. File No. 1710126'' 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. 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.
[[Page 4052]]
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 February 20, 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
I. Introduction
The Federal Trade Commission (``Commission'') has accepted for
public comment, subject to final approval, an Agreement Containing
Consent Orders (``Consent Agreement'') from Seven & i Holdings Co.,
Ltd. and 7-Eleven, Inc. (collectively, ``7-Eleven''), and Sunoco LP
(``Sunoco'') (collectively, the ``Respondents''). The Consent Agreement
is designed to remedy the anticompetitive effects that likely would
result from 7-Eleven's proposed acquisition of certain Sunoco retail
fuel assets (the ``Transaction'').
Absent a remedy, the Transaction would raise competitive concerns
in 76 local markets in 20 metropolitan statistical areas (``MSAs'').
Under the terms of the proposed Consent Agreement, 7-Eleven must sell
retail fuel outlets in some local markets to Sunoco and reject Sunoco
retail fuel outlets in other local markets pursuant to the Respondents'
asset purchase agreement (thereby allowing Sunoco to retain these
assets). The divestitures must be completed no later than 90 days after
the closing of 7-Eleven's acquisition of Sunoco. The Commission and
Respondents have agreed to an Order to Maintain Assets that requires
Respondents to operate and maintain each 7-Eleven divestiture outlet in
the normal course of business through the date Sunoco 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 any comments received, and will decide whether it
should withdraw from the Consent Agreement, modify it, or make it
final.
II. The Respondents
Respondent Seven & iHoldings Co., Ltd, a publicly traded company
headquartered in Tokyo, Japan, operates convenience stores and retail
fuel outlets throughout the United States and the world. 7-Eleven's
U.S. network consists of approximately 8,500 stores located in 35
states. More than 1,000 locations are company-operated, making 7-Eleven
one of the largest convenience store operators in terms of company-
owned stores and the second-largest chain overall in the country. 7-
Eleven convenience store locations operate under the 7-Eleven banner,
while its retail fuel outlets operate under a variety of company and
third-party brands.
Respondent Sunoco operates convenience stores and retail fuel
outlets in the United States and Canada. With more than 1,300
convenience stores and retail fuel outlets in the United States, Sunoco
is one of the largest chains in the country. Sunoco's U.S. convenience
stores operate primarily under the APlus and Stripes banners, while its
retail fuel outlets operate under a variety of company and third-party
brands. Sunoco also has an extensive wholesale fuel business that
supplies more than 6,800 third-party outlets.
III. The Proposed Acquisition
On April 6, 2017, 7-Eleven, through its wholly owned subsidiaries
7-Eleven, Inc. and SEI Fuel Services, Inc. (``SEI Fuel Services''),
entered into an agreement with Sunoco to acquire approximately 1,100
retail fuel outlets for approximately $3.3 billion. Sunoco would
continue to operate its wholesale business and approximately 200 retail
fuel outlets following the Transaction. SEI Fuel Services would enter
into a 15-year fuel supply agreement with Sunoco, LLC as a part of the
Transaction.
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 asset purchase 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 76 local markets
across 20 MSAs.
IV. The Retail Sale 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. The retail sale of gasoline and the retail
sale of diesel constitute separate relevant markets because the two are
not interchangeable. 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 Commission's Complaint alleges the relevant geographic markets
in which to assess the competitive effects of the Transaction are 76
local markets within the following MSAs: Boston-Cambridge-Quincy, MA-
NH; Brownsville-Harlingen, TX; Buffalo-Niagara Falls, NY; Cape Coral-
Fort Myers, FL; Corpus Christi, TX; Deltona-Daytona Beach-Ormond Beach,
FL; Killeen-Temple-Fort Hood, TX; Laredo, TX; McAllen-Edinburg-Mission,
TX; Miami-Fort Lauderdale-Pompano Beach, FL; Gettysburg, PA; Palm Bay-
Melbourne-Titusville, FL; Pittsburgh, PA; Richmond, VA; San Antonio,
TX; Sarasota-Bradenton-Venice, FL; Tampa-St. Petersburg-Clearwater, FL;
Rio Grande City-Roma, TX; Victoria, TX; and Washington-Arlington-
Alexandria, DC-VA-MD-WV. Each particular geographic market is unique,
with factors such as commuting patterns, traffic flows, and outlet
characteristics playing important roles in determining the scope of the
geographic market. Retail fuel markets are highly localized and can
range up to a few miles in size.
The Transaction would substantially increase the market
concentration in each of the 76 local markets, resulting in highly
concentrated markets. In 18 local markets, the Transaction would result
in a monopoly. In 39 local markets, the Transaction would reduce the
number of independent market participants from three to two. In 19
local markets, the Transaction would reduce the number of independent
market participants from four to three.
According to the Commission's Complaint, the Transaction would
reduce the number of independent market participants in each market to
three or fewer. The Transaction would thereby substantially lessen
competition in these local markets by increasing the likelihood that 7-
Eleven would unilaterally exercise market power and by increasing the
likelihood of successful coordination among the remaining firms. Absent
relief, the Transaction would likely result in higher prices in each of
the 76 local markets.
Entry into each relevant market would not be timely, likely, or
sufficient to deter or counteract the anticompetitive
[[Page 4053]]
effects arising from the Transaction. 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 remedies the Transaction's
anticompetitive effects by requiring 7-Eleven to sell retail fuel
outlets in some local markets to Sunoco and reject Sunoco retail fuel
outlets in other local markets pursuant to the Respondents' asset
purchase agreement (thereby allowing Sunoco to retain these assets).
Sunoco intends to convert the acquired or retained stations from
company-operated sites to commission agent sites. This remedy would
preserve competition as it is today, ensure that the divestiture assets
go to a viable, large-scale competitor, and reduce the risks and costs
associated with asset integration.
The Commission is satisfied that allowing Sunoco to acquire or
retain retail fuel stations and transition them to commission agent
sites is an appropriate remedy. Most importantly, the proposed remedy
preserves competition in each local market. Indeed, as Sunoco controls
retail fuel pricing at both its company-operated stations and its
commission agent stations, Sunoco and 7-Eleven would continue as
independent retail fuel competitors in each local market. Moreover,
Sunoco is a large, viable competitor capable of maintaining the
competitive landscape in each local market. Finally, the proposed
Consent Agreement reduces the uncertainty and costs relating to
integration since Sunoco already is familiar with the majority of the
stations at issue.
The proposed Consent Agreement also requires that for up to six
months following the divestiture, with up to an additional twelve
months at the buyer's option, 7-Eleven make available transitional
services, as needed, to assist the buyer of each divestiture asset. The
buyer may extend the period for an additional twelve months, but only
with Commission approval.
In addition to requiring outlet divestitures, the proposed Consent
Agreement also requires 7-Eleven to provide the Commission (and
Florida, Texas, or Virginia, where applicable) notice before acquiring
designated outlets in the 76 local areas for ten years. The prior
notice provision is necessary because acquisitions of the designated
outlets likely would 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, thereby maintaining the economic viability, marketability, and
competitiveness of each divestiture asset. 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 proposed Consent Agreement also requires Sunoco to take steps
to ensure that its employees in charge of setting retail fuel prices at
the acquired or retained retail fuel outlets do not have access to
confidential information about Sunoco's post-Transaction wholesale
supply of 7-Eleven's retail fuel stations. To ensure appropriate
firewalls remain in place for the duration of the Respondents' fuel
supply agreement, the proposed Consent Agreement has a term of fifteen
years.
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. 2018-01547 Filed 1-26-18; 8:45 am]
BILLING CODE 6750-01-P
