CRH plc.; Analysis To Aid Public Comment, 28647-28650 [2018-13190]
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Federal Register / Vol. 83, No. 119 / Wednesday, June 20, 2018 / Notices
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EARLY TERMINATIONS GRANTED MAY 1, 2018 THRU MAY 31, 2018—Continued
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TransUnion; HPS Holding Company, LLC; TransUnion.
ECN Capital Corp.; The Kessler Family Trust, Dated September 15, 1993; ECN Capital Corp.
Eli Lilly and Company; ARMO BioSciences, Inc.; Eli Lilly and Company.
Berwind Holding Corp.; Sentinel Capital Partners V, L.P.; Berwind Holding Corp.
Belcan AE Co-Investment Partners, LP; Nicole R. Grove; Belcan AE Co-Investment Partners, LP.
Marriott Vacations Worldwide Corporation; ILG, Inc.; Marriott Vacations Worldwide Corporation.
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Sentinel Capital Partners V, L.P.; The Huron Fund IV L.P.; Sentinel Capital Partners V, L.P.
IIF US Holding LP; ArcLight Energy Partners Fund V, L.P.; IIF US Holding LP.
PPL Corporation; Denali Capital Mangement, LLC; PPL Corporation.
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Zippy Shell Incorporated; Waste Management, Inc.; Zippy Shell Incorporated.
Suzano Papel e Celulose S.A.; Hejoassu Administracao S.A.; Suzano Papel e Celulose S.A.
Lindsay Goldberg IV L.P.; New Harbor Capital Fund, LP; Lindsay Goldberg IV L.P.
JCF III AIV II LP; Encore Capital Group, Inc.; JCF III AIV II LP.
OSRAM Licht AG; Build My LED, LLC; OSRAM Licht AG.
Mondelez International, Inc.; Riverside Micro-Cap Fund III, L.P.; Mondelez International, Inc.
FOR FURTHER INFORMATION CONTACT:
Theresa Kingsberry, Program Support
Specialist, Federal Trade Commission
Premerger Notification Office, Bureau of
Competition, Room CC–5301,
Washington, DC 20024 (202) 326–3100.
By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2018–13188 Filed 6–19–18; 8:45 am]
BILLING CODE 6750–01–P
FEDERAL TRADE COMMISSION
[File No. 171 0230]
CRH plc.; 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 July 16, 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: ‘‘CRH plc; File No.
1710230’’ on your comment, and file
your comment online at https://
ftcpublic.commentworks.com/ftc/
crhconsent by following the instructions
on the web-based form. If you prefer to
file your comment on paper, write ‘‘CRH
sradovich on DSK3GMQ082PROD with NOTICES
SUMMARY:
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plc; File No. 1710230’’ 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:
Elyssa Wenzel (202–326–2417), 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 June 14, 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 July 16, 2018. Write ‘‘CRH plc;
File No. 1710230’’ on your comment.
Your comment—including your name
and your state—will be placed on the
public record of this proceeding,
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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/
crhconsent 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 ‘‘CRH plc; File No.
1710230’’ 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
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Federal Register / Vol. 83, No. 119 / Wednesday, June 20, 2018 / Notices
sradovich on DSK3GMQ082PROD with NOTICES
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 July 16, 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 Proposed Consent Orders
To Aid Public Comment
The Federal Trade Commission
(‘‘Commission’’) has accepted, subject to
final approval, an Agreement
Containing Consent Orders (‘‘Consent
Agreement’’) designed to remedy the
anticompetitive effects resulting from
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CRH plc’s (‘‘CRH’’) proposed acquisition
of Ash Grove Cement Company (‘‘Ash
Grove’’). Under the terms of the
proposed Consent Agreement, CRH is
required to divest the Trident cement
plant and quarry located in Three Forks,
Montana to Grupo Cementos de
Chihuahua SAB de CV (‘‘GCC’’). The
Consent Agreement additionally
requires CRH to divest two sand-andgravel plants and one sand-and-gravel
pit located in Omaha, Nebraska to
Martin Marietta Materials, Inc. (‘‘Martin
Marietta’’). Last, the Consent Agreement
requires CRH to divest two limestone
quarries and a hot-mix asphalt plant
located in Olathe, Kansas, as well as an
additional limestone quarry and hot-mix
asphalt plant located in Louisburg,
Kansas, to Summit Materials, Inc.
(‘‘Summit’’).
The Consent Agreement has been
placed on the public record for thirty
days to solicit comments from interested
persons. Comments received during this
period will become part of the public
record. After thirty days, the
Commission will again review the
Consent Agreement and the comments
received, and decide whether it should
withdraw from the Consent Agreement,
modify it, or make final the Decision
and Order (‘‘Order’’).
The Transaction
Pursuant to an Agreement and Plan of
Merger dated September 20, 2017, CRH
proposes to acquire 100 percent of the
existing voting securities of Ash Grove
in a transaction valued at $3.5 billion.
The Commission’s Complaint alleges
that the proposed acquisition, if
consummated, would violate Section 7
of the Clayton Act, as amended, 15
U.S.C. 18, and Section 5 of the Federal
Trade Commission Act, as amended, 15
U.S.C. 45, by substantially lessening
competition in certain regional markets
in the United States for the manufacture
and sale of portland cement, sand and
gravel, and crushed limestone. The
proposed Consent Agreement will
remedy the alleged violations by
preserving the competition that would
otherwise be eliminated by the
proposed acquisition.
The Parties
CRH is a multinational corporation
headquartered in Dublin, Ireland that
specializes in manufacturing
construction products and materials. In
North America, CRH operates under the
name CRH Americas, Inc. (‘‘CRH
Americas’’) (formerly Oldcastle, Inc.) in
forty-four U.S. states and six Canadian
provinces. CRH Americas operates three
cement plants, one inland import
terminal, and four inland terminals. In
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addition, CRH Americas operates 419
sand-and-gravel sites, 232 quarries, 315
ready-mix concrete plants, 457 hot-mix
asphalt plants, and 26 product
packaging facilities. CRH Americas
operates a cement plant in Three Forks,
Montana, sand-and-gravel operations in
Omaha, Nebraska under the subsidiary
Mallard Sand & Gravel Co., and a
crushed limestone business in Olathe,
Kansas under the subsidiary APACKansas.
Ash Grove is a closely held
corporation headquartered in Overland
Park, Kansas, also specializing in the
manufacture of construction products
and materials. Ash Grove is the sixthlargest cement manufacturer in North
America and the second-largest
manufacturer west of the Mississippi
River. Ash Grove owns eight cement
plants, 23 cement terminals, 10 fly ash
terminals, two deep-water import
terminals, 52 ready-mix concrete plants,
20 limestone quarries, 25 sand-andgravel pits, and nine product packaging
facilities. Ash Grove has a cement plant
in Montana City, Montana, a sand-andgravel business in Omaha, Nebraska
operating under the subsidiary LymanRichey Corporation, and a crushed
limestone business in Olathe, Kansas
that operates under the subsidiary
Johnson County Aggregates.
The Relevant Products and Structure of
the Markets
The transaction raises competition
concerns in three relevant product
markets: the manufacture and sale of
portland cement, sand and gravel, and
crushed limestone. In the United States,
both parties manufacture and sell
portland cement. Users mix portland
cement with water and aggregates
(crushed stone, sand, or gravel) to form
concrete, a fundamental building
material that is widely used in
residential, commercial, and public
infrastructure construction projects.
Because portland cement has no close
substitutes and the cost of cement
usually represents a relatively small
portion of a project’s overall
construction costs, few customers are
likely to switch to other products in
response to a small but significant
increase in the price of portland cement.
Both parties also supply constructiongrade sand and gravel, which are
alluvial deposits used in concrete, road
base, asphalt, construction fill, and
other construction products. Because
sand and gravel have no close
substitutes in the Omaha, Nebraska/
Council Bluffs, Iowa market, it is
appropriate to treat sand and gravel as
a separate relevant market because
Omaha customers are unlikely to switch
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to other products when faced with a
small but significant increase in the
price of sand and gravel.
Both parties also produce crushed
limestone, which is used as an input in
cement, concrete, asphalt, metal
refining, construction base, and other
construction products. Because there are
no close substitutes for crushed
limestone in the Johnson County,
Kansas City market, it is appropriate to
treat crushed limestone as a separate
relevant market because Johnson County
customers are unlikely to switch to
other products in the event of a small
but significant increase in the price of
crushed limestone.
The primary purchasers of portland
cement are ready-mix concrete
producers. The primary purchasers of
sand and gravel and crushed limestone
are producers of ready-mix concrete and
hot-mix asphalt. Because these products
are heavy and relatively inexpensive
commodities, the distance over which
they can be trucked economically is
limited. As a result, cement and
aggregates markets are local or regional
in nature, though their precise scope
depends on a number of factors,
including the traffic density of the
specific region and local transportation
costs, and available rail lines. For the
purposes of analyzing the effects of the
proposed acquisition on the portland
cement market, the relevant geographic
market is the state of Montana. The
geographic market in which to analyze
the effects of the proposed transaction
on sand and gravel is the Omaha,
Nebraska/Council Bluffs, Iowa region.
The geographic market in which to
analyze the effects of the proposed
transaction on crushed limestone is the
Johnson County, Kansas region.
These relevant markets are already
highly concentrated. In Montana, the
parties are two of only three suppliers
of cement. In the Omaha/Council Bluffs
market, the parties are the two leading
suppliers of sand and gravel. In the
Johnson County, Kansas, the parties are
the two largest suppliers of crushed
limestone and are located across the
street from each other in Olathe, Kansas.
Entry
Entry into the relevant portland
cement, sand and gravel, and crushed
limestone markets would not be timely,
likely, or sufficient in magnitude,
character, and scope to deter or
counteract the anticompetitive effects of
the proposed transaction. Entry into the
cement market is expensive and slow.
The cost to construct a new portland
cement plant of sufficient size to be
competitive would likely cost over $500
million and take more than five years.
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Building a rail terminal, though less
difficult and expensive than building a
plant, can take more than two years and
several million dollars, and is only an
option for firms with cement plants in
sufficiently close proximity to supply
the terminal economically.
New entry into the sand and gravel
markets may take more than two years
to complete. Sand-and-gravel entrants
face significant hurdles because federal
and local permits are required before
they can commence operation, and the
permitting process can exceed two
years.
Opening a new quarry to mine and
process crushed limestone in Kansas
City typically costs $3 to 4 million and
takes approximately five years to
accomplish. Additionally, Johnson
County has not approved a new quarry
site in more than twenty-five years due
to municipal opposition.
Given the difficulties of entry in these
three relevant markets, entry would not
be likely, timely, and sufficient to defeat
the likely anticompetitive effects of the
proposed transaction in the relevant
markets.
Effects of the Acquisition
Unless remedied, the proposed
merger would likely result in
competitive harm in each of the relevant
portland cement, sand and gravel, and
crushed limestone markets. The merger
would eliminate head-to-head
competition between the parties in each
of these markets and significantly
increase market concentration. For
many customers in these markets, the
merger would combine their two closest
competitors, leaving the merged entity
with the power to increase prices to
these customers unilaterally. The
merger would produce a de facto
monopoly in the supply of sand and
gravel in Omaha, leave only two
suppliers of cement in Montana, and
consolidate the two largest suppliers of
crushed limestone in Johnson County.
Further, if consummated without a
remedy, the Acquisition would enhance
the possibility of higher prices in the
Montana cement market through
collusion or coordinated action between
the remaining two competitors.
The Consent Agreement
The proposed Consent Agreement
eliminates the competitive concerns
raised by CRH’s proposed acquisition of
Ash Grove by requiring the parties to
divest assets in each relevant market.
CRH is required to divest its cement
plant in Three Forks, Montana to GCC.
GCC is a Mexican multinational
corporation and experienced producer
of cement, aggregates, and downstream
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28649
construction materials such as concrete.
It owns seven cement plants in the
United States, including one in nearby
Rapid City, South Dakota, and 21
cement terminals. Because the CRH
cement plant in Montana currently sells
a significant amount of cement into
Canada through two CRH terminals in
Alberta, Canada, and GCC does not have
a presence in Canada, GCC will have the
option to use a portion of the
throughput of those CRH terminals for
a period of three years. Additionally,
CRH has agreed to purchase, at GCC’s
option, cement produced at the plant for
distribution in Canada for up to three
years. CRH is required to divest two
sand-and-gravel operations and one pit
in Omaha, Nebraska to Martin Marietta.
CRH is further required to divest a hotmix asphalt plant and two limestone
quarries in Olathe, Kansas, as well as
another hot-mix asphalt plant and
another limestone quarry in Louisburg,
Kansas, to Summit. Each of the
identified buyers possesses the
experience and capability to replace one
of the merging parties as a significant
competitor in the relevant markets. The
parties must accomplish the divestitures
to these buyers within ten days after the
proposed acquisition is accomplished.
The Commission’s goal in evaluating
possible purchasers of divested assets is
to maintain the competitive
environment that existed prior to the
proposed acquisition. If the Commission
determines that any of the identified
buyers is not an acceptable acquirer, the
proposed Order requires the parties to
divest the assets to a Commissionapproved acquirer within 90 days of the
Commission notifying the parties that
the proposed acquirer is not acceptable.
If the Commission determines that the
manner in which any divestiture was
accomplished is not acceptable, the
Commission may direct the parties, or
appoint a divestiture trustee, to effect
such modifications as may be necessary
to satisfy the requirements of the Order.
To ensure compliance with the
proposed Order, the Commission has
agreed to appoint a Monitor to ensure
that CRH and Ash Grove comply with
all of their obligations pursuant to the
Consent Agreement and to keep the
Commission informed about the status
of the transfer of the rights and assets to
appropriate purchasers.
The purpose of this analysis is to
facilitate public comment on the
Consent Agreement, and it is not
intended to constitute an official
interpretation of the proposed Order or
to modify its terms in any way.
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28650
Federal Register / Vol. 83, No. 119 / Wednesday, June 20, 2018 / Notices
By direction of the Commission.
Donald S. Clark,
Secretary.
Centers for Disease Control and
Prevention (CDC), Department of Health
and Human Services (HHS).
ACTION: General notice.
its responsibility for developing and
implementing comprehensive sanitation
programs to minimize the risk for acute
gastroenteritis. Every vessel that has a
foreign itinerary and carries 13 or more
passengers is subject to twice-yearly
unannounced inspections and, when
necessary, reinspection.
DATES: These fees are effective October
1, 2018, through September 30, 2019.
FOR FURTHER INFORMATION CONTACT: CDR
Aimee Treffiletti, Chief, Vessel
Sanitation Program, National Center for
Environmental Health, Centers for
Disease Control and Prevention, 4770
Buford Highway NE, MS F–59, Atlanta,
Georgia 30341–3717; phone: 800–323–
2132, 770–488–7070, or 954–356–6650;
email: vsp@cdc.gov.
SUPPLEMENTARY INFORMATION:
SUMMARY:
The Centers for Disease
Control and Prevention (CDC), located
within the Department of Health and
Human Services (HHS) announces fees
for vessel sanitation inspections for
Fiscal Year (FY) 2019. These
inspections are conducted by HHS/
CDC’s Vessel Sanitation Program (VSP).
VSP helps the cruise line industry fulfill
Purpose and Background
HHS/CDC established the Vessel
Sanitation Program (VSP) in the 1970s
as a cooperative activity with the cruise
ship industry. VSP helps the cruise ship
industry prevent and control the
introduction, transmission, and spread
of gastrointestinal illnesses on cruise
ships. VSP operates under the authority
of the Public Health Service Act
(Section 361 of the Public Health
Service Act; 42 U.S.C. 264, ‘‘Control of
Communicable Diseases’’). Regulations
found at 42 CFR 71.41 (Foreign
Quarantine—Requirements Upon
Arrival at U.S. Ports: Sanitary
Inspection; General Provisions) state
that carriers arriving at U.S. ports from
foreign areas are subject to sanitary
inspections to determine whether
rodent, insect, or other vermin
infestations exist, contaminated food or
water, or other sanitary conditions
requiring measures for the prevention of
the introduction, transmission, or
spread of communicable diseases are
present.
The fee schedule for sanitation
inspections of passenger cruise ships by
VSP was first published in the Federal
Register on November 24, 1987 (52 FR
45019). HHS/CDC began collecting fees
on March 1, 1988. This notice
announces fees that are effective for FY
2019, beginning on October 1, 2018,
through September 30, 2019.
The following formula will be used to
determine the fees:
Total cost of VSP = Total cost of
operating the program, such as
administration, travel, staffing,
sanitation inspections, and outbreak
response. Weighted number of annual
inspections = Total number of ships and
inspections per year accounting for
vessel size, number of inspectors
needed for vessel size, travel logistics to
conduct inspections, and vessel location
and arrivals in U.S. jurisdiction per
year.
The fee schedule was originally
established and published in the
Federal Register on July 17, 1987 (52 FR
27060). It was most recently published
in the Federal Register on July 17, 2017
(82 FR 32707). The fee schedule for FY
2019 is presented in Appendix A.
conducted as part of HHS/CDC’s VSP.
Inspections and reinspections involve
the same procedures, require the same
amount of time, and are therefore
charged at the same rates.
Fee
The fee schedule (Appendix A) will
be effective October 1, 2018, through
September 30, 2019.
Dated: June 14, 2018.
Sandra Cashman,
Executive Secretary, Centers for Disease
Control and Prevention.
Applicability
Appendix A
[FR Doc. 2018–13190 Filed 6–19–18; 8:45 am]
BILLING CODE 6750–01–P
DEPARTMENT OF HEALTH AND
HUMAN SERVICES
Centers for Disease Control and
Prevention
Fees for Sanitation Inspection of
Cruise Ships
AGENCY:
The fees will apply to all passenger
cruise vessels for which inspections are
FEE SCHEDULE FOR EACH VESSEL SIZE
Inspection fee
(U.S.)
Extra Small (<3,000 GRT) ...................................................................................................................................................................
Small (3,001–15,000 GRT) ..................................................................................................................................................................
Medium (15,001–30,000 GRT) ............................................................................................................................................................
Large (30,001–60,000 GRT) ...............................................................................................................................................................
Extra Large (60,001–120,000 GRT) ....................................................................................................................................................
Mega (>120,001 GRT) ........................................................................................................................................................................
1 Gross
$1,495
2,990
5,980
8,970
11,960
17,940
register tonnage in cubic feet, as shown in Lloyd’s Register of Shipping.
[FR Doc. 2018–13216 Filed 6–19–18; 8:45 am]
BILLING CODE 4163–18–P
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Vessel size (GRT1)
Agencies
[Federal Register Volume 83, Number 119 (Wednesday, June 20, 2018)]
[Notices]
[Pages 28647-28650]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-13190]
-----------------------------------------------------------------------
FEDERAL TRADE COMMISSION
[File No. 171 0230]
CRH plc.; 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 July 16, 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: ``CRH plc; File No.
1710230'' on your comment, and file your comment online at https://ftcpublic.commentworks.com/ftc/crhconsent by following the instructions
on the web-based form. If you prefer to file your comment on paper,
write ``CRH plc; File No. 1710230'' 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: Elyssa Wenzel (202-326-2417), 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 June 14, 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 July 16, 2018.
Write ``CRH plc; File No. 1710230'' 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/crhconsent 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 ``CRH plc; File
No. 1710230'' 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
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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 July 16, 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 Proposed Consent Orders To Aid Public Comment
The Federal Trade Commission (``Commission'') has accepted, subject
to final approval, an Agreement Containing Consent Orders (``Consent
Agreement'') designed to remedy the anticompetitive effects resulting
from CRH plc's (``CRH'') proposed acquisition of Ash Grove Cement
Company (``Ash Grove''). Under the terms of the proposed Consent
Agreement, CRH is required to divest the Trident cement plant and
quarry located in Three Forks, Montana to Grupo Cementos de Chihuahua
SAB de CV (``GCC''). The Consent Agreement additionally requires CRH to
divest two sand-and-gravel plants and one sand-and-gravel pit located
in Omaha, Nebraska to Martin Marietta Materials, Inc. (``Martin
Marietta''). Last, the Consent Agreement requires CRH to divest two
limestone quarries and a hot-mix asphalt plant located in Olathe,
Kansas, as well as an additional limestone quarry and hot-mix asphalt
plant located in Louisburg, Kansas, to Summit Materials, Inc.
(``Summit'').
The Consent Agreement has been placed on the public record for
thirty days to solicit comments from interested persons. Comments
received during this period will become part of the public record.
After thirty days, the Commission will again review the Consent
Agreement and the comments received, and decide whether it should
withdraw from the Consent Agreement, modify it, or make final the
Decision and Order (``Order'').
The Transaction
Pursuant to an Agreement and Plan of Merger dated September 20,
2017, CRH proposes to acquire 100 percent of the existing voting
securities of Ash Grove in a transaction valued at $3.5 billion. The
Commission's Complaint alleges that the proposed acquisition, if
consummated, would violate Section 7 of the Clayton Act, as amended, 15
U.S.C. 18, and Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. 45, by substantially lessening competition in
certain regional markets in the United States for the manufacture and
sale of portland cement, sand and gravel, and crushed limestone. The
proposed Consent Agreement will remedy the alleged violations by
preserving the competition that would otherwise be eliminated by the
proposed acquisition.
The Parties
CRH is a multinational corporation headquartered in Dublin, Ireland
that specializes in manufacturing construction products and materials.
In North America, CRH operates under the name CRH Americas, Inc. (``CRH
Americas'') (formerly Oldcastle, Inc.) in forty-four U.S. states and
six Canadian provinces. CRH Americas operates three cement plants, one
inland import terminal, and four inland terminals. In addition, CRH
Americas operates 419 sand-and-gravel sites, 232 quarries, 315 ready-
mix concrete plants, 457 hot-mix asphalt plants, and 26 product
packaging facilities. CRH Americas operates a cement plant in Three
Forks, Montana, sand-and-gravel operations in Omaha, Nebraska under the
subsidiary Mallard Sand & Gravel Co., and a crushed limestone business
in Olathe, Kansas under the subsidiary APAC-Kansas.
Ash Grove is a closely held corporation headquartered in Overland
Park, Kansas, also specializing in the manufacture of construction
products and materials. Ash Grove is the sixth-largest cement
manufacturer in North America and the second-largest manufacturer west
of the Mississippi River. Ash Grove owns eight cement plants, 23 cement
terminals, 10 fly ash terminals, two deep-water import terminals, 52
ready-mix concrete plants, 20 limestone quarries, 25 sand-and-gravel
pits, and nine product packaging facilities. Ash Grove has a cement
plant in Montana City, Montana, a sand-and-gravel business in Omaha,
Nebraska operating under the subsidiary Lyman-Richey Corporation, and a
crushed limestone business in Olathe, Kansas that operates under the
subsidiary Johnson County Aggregates.
The Relevant Products and Structure of the Markets
The transaction raises competition concerns in three relevant
product markets: the manufacture and sale of portland cement, sand and
gravel, and crushed limestone. In the United States, both parties
manufacture and sell portland cement. Users mix portland cement with
water and aggregates (crushed stone, sand, or gravel) to form concrete,
a fundamental building material that is widely used in residential,
commercial, and public infrastructure construction projects. Because
portland cement has no close substitutes and the cost of cement usually
represents a relatively small portion of a project's overall
construction costs, few customers are likely to switch to other
products in response to a small but significant increase in the price
of portland cement.
Both parties also supply construction-grade sand and gravel, which
are alluvial deposits used in concrete, road base, asphalt,
construction fill, and other construction products. Because sand and
gravel have no close substitutes in the Omaha, Nebraska/Council Bluffs,
Iowa market, it is appropriate to treat sand and gravel as a separate
relevant market because Omaha customers are unlikely to switch
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to other products when faced with a small but significant increase in
the price of sand and gravel.
Both parties also produce crushed limestone, which is used as an
input in cement, concrete, asphalt, metal refining, construction base,
and other construction products. Because there are no close substitutes
for crushed limestone in the Johnson County, Kansas City market, it is
appropriate to treat crushed limestone as a separate relevant market
because Johnson County customers are unlikely to switch to other
products in the event of a small but significant increase in the price
of crushed limestone.
The primary purchasers of portland cement are ready-mix concrete
producers. The primary purchasers of sand and gravel and crushed
limestone are producers of ready-mix concrete and hot-mix asphalt.
Because these products are heavy and relatively inexpensive
commodities, the distance over which they can be trucked economically
is limited. As a result, cement and aggregates markets are local or
regional in nature, though their precise scope depends on a number of
factors, including the traffic density of the specific region and local
transportation costs, and available rail lines. For the purposes of
analyzing the effects of the proposed acquisition on the portland
cement market, the relevant geographic market is the state of Montana.
The geographic market in which to analyze the effects of the proposed
transaction on sand and gravel is the Omaha, Nebraska/Council Bluffs,
Iowa region. The geographic market in which to analyze the effects of
the proposed transaction on crushed limestone is the Johnson County,
Kansas region.
These relevant markets are already highly concentrated. In Montana,
the parties are two of only three suppliers of cement. In the Omaha/
Council Bluffs market, the parties are the two leading suppliers of
sand and gravel. In the Johnson County, Kansas, the parties are the two
largest suppliers of crushed limestone and are located across the
street from each other in Olathe, Kansas.
Entry
Entry into the relevant portland cement, sand and gravel, and
crushed limestone markets would not be timely, likely, or sufficient in
magnitude, character, and scope to deter or counteract the
anticompetitive effects of the proposed transaction. Entry into the
cement market is expensive and slow. The cost to construct a new
portland cement plant of sufficient size to be competitive would likely
cost over $500 million and take more than five years. Building a rail
terminal, though less difficult and expensive than building a plant,
can take more than two years and several million dollars, and is only
an option for firms with cement plants in sufficiently close proximity
to supply the terminal economically.
New entry into the sand and gravel markets may take more than two
years to complete. Sand-and-gravel entrants face significant hurdles
because federal and local permits are required before they can commence
operation, and the permitting process can exceed two years.
Opening a new quarry to mine and process crushed limestone in
Kansas City typically costs $3 to 4 million and takes approximately
five years to accomplish. Additionally, Johnson County has not approved
a new quarry site in more than twenty-five years due to municipal
opposition.
Given the difficulties of entry in these three relevant markets,
entry would not be likely, timely, and sufficient to defeat the likely
anticompetitive effects of the proposed transaction in the relevant
markets.
Effects of the Acquisition
Unless remedied, the proposed merger would likely result in
competitive harm in each of the relevant portland cement, sand and
gravel, and crushed limestone markets. The merger would eliminate head-
to-head competition between the parties in each of these markets and
significantly increase market concentration. For many customers in
these markets, the merger would combine their two closest competitors,
leaving the merged entity with the power to increase prices to these
customers unilaterally. The merger would produce a de facto monopoly in
the supply of sand and gravel in Omaha, leave only two suppliers of
cement in Montana, and consolidate the two largest suppliers of crushed
limestone in Johnson County. Further, if consummated without a remedy,
the Acquisition would enhance the possibility of higher prices in the
Montana cement market through collusion or coordinated action between
the remaining two competitors.
The Consent Agreement
The proposed Consent Agreement eliminates the competitive concerns
raised by CRH's proposed acquisition of Ash Grove by requiring the
parties to divest assets in each relevant market. CRH is required to
divest its cement plant in Three Forks, Montana to GCC. GCC is a
Mexican multinational corporation and experienced producer of cement,
aggregates, and downstream construction materials such as concrete. It
owns seven cement plants in the United States, including one in nearby
Rapid City, South Dakota, and 21 cement terminals. Because the CRH
cement plant in Montana currently sells a significant amount of cement
into Canada through two CRH terminals in Alberta, Canada, and GCC does
not have a presence in Canada, GCC will have the option to use a
portion of the throughput of those CRH terminals for a period of three
years. Additionally, CRH has agreed to purchase, at GCC's option,
cement produced at the plant for distribution in Canada for up to three
years. CRH is required to divest two sand-and-gravel operations and one
pit in Omaha, Nebraska to Martin Marietta. CRH is further required to
divest a hot-mix asphalt plant and two limestone quarries in Olathe,
Kansas, as well as another hot-mix asphalt plant and another limestone
quarry in Louisburg, Kansas, to Summit. Each of the identified buyers
possesses the experience and capability to replace one of the merging
parties as a significant competitor in the relevant markets. The
parties must accomplish the divestitures to these buyers within ten
days after the proposed acquisition is accomplished.
The Commission's goal in evaluating possible purchasers of divested
assets is to maintain the competitive environment that existed prior to
the proposed acquisition. If the Commission determines that any of the
identified buyers is not an acceptable acquirer, the proposed Order
requires the parties to divest the assets to a Commission-approved
acquirer within 90 days of the Commission notifying the parties that
the proposed acquirer is not acceptable. If the Commission determines
that the manner in which any divestiture was accomplished is not
acceptable, the Commission may direct the parties, or appoint a
divestiture trustee, to effect such modifications as may be necessary
to satisfy the requirements of the Order.
To ensure compliance with the proposed Order, the Commission has
agreed to appoint a Monitor to ensure that CRH and Ash Grove comply
with all of their obligations pursuant to the Consent Agreement and to
keep the Commission informed about the status of the transfer of the
rights and assets to appropriate purchasers.
The purpose of this analysis is to facilitate public comment on the
Consent Agreement, and it is not intended to constitute an official
interpretation of the proposed Order or to modify its terms in any way.
[[Page 28650]]
By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2018-13190 Filed 6-19-18; 8:45 am]
BILLING CODE 6750-01-P