Agnaten SE, Compassion First and NVA; Analysis of Agreement Containing Consent Orders To Aid Public Comment, 10686-10689 [2020-03687]

Download as PDF 10686 Federal Register / Vol. 85, No. 37 / Tuesday, February 25, 2020 / Notices week long annual RTO maintenance outage. EPA agrees that it is overly burdensome to require the installation of the required parametric monitoring equipment for this short duration of time. Q2: Does EPA approve ‘‘alternative monitoring parameters’’ for group 2 asphalt storage tanks which are subject to subpart LLLLL anytime there is a production curtailment and CertainTeed shuts down the RTO? A2: No. CertainTeed did not provide information about how often this production curtailment might occur, so EPA cannot determine whether or not it is reasonable to allow alternative monitoring during these periods of time. Dated: January 15, 2020. John Dombrowski, Deputy Director, Office of Compliance, Office of Enforcement and Compliance Assurance. [FR Doc. 2020–03754 Filed 2–24–20; 8:45 am] BILLING CODE 6560–50–P FEDERAL COMMUNICATIONS COMMISSION [FRS 16515] Federal Advisory Committee Act; Communications Security, Reliability, and Interoperability Council; Meeting Federal Communications Commission. ACTION: Notice of public meeting. AGENCY: In accordance with the Federal Advisory Committee Act, this notice advises interested persons that the Federal Communications Commission’s (FCC or Commission) Communications Security, Reliability, and Interoperability Council (CSRIC) VII will hold its fourth meeting. DATES: March 17, 2020. ADDRESSES: Federal Communications Commission, Room TW–C305 (Commission Meeting Room), 445 12th Street SW, Washington, DC 20554. FOR FURTHER INFORMATION CONTACT: Suzon Cameron, Designated Federal Officer, (202) 418–1916 (voice) or CSRIC@fcc.gov (email); or, Kurian Jacob, Deputy Designated Federal Officer, (202) 418–2040 (voice) or CSRIC@ fcc.gov (email). SUPPLEMENTARY INFORMATION: The meeting will be held on March 17, 2020, from 1:00 p.m. to 5:00 p.m. EDT in the Commission Meeting Room of the Federal Communications Commission, Room TW–C305, 445 12th Street SW, Washington, DC 20554. The CSRIC is a Federal Advisory Committee that will provide jbell on DSKJLSW7X2PROD with NOTICES SUMMARY: VerDate Sep<11>2014 20:34 Feb 24, 2020 Jkt 250001 recommendations to the FCC to improve the security, reliability, and interoperability of communications systems. On March 15, 2019, the FCC, pursuant to the Federal Advisory Committee Act, renewed the charter for CSRIC VII for a period of two years through March 14, 2021. The meeting on March 17, 2020, will be the fourth meeting of CSRIC VII under the current charter. The FCC will attempt to accommodate as many attendees as possible; however, admittance will be limited to seating availability. The Commission will provide audio and/or video coverage of the meeting over the internet from the FCC’s web page at http://www.fcc.gov/ live. The public may submit written comments before the meeting to Suzon Cameron, CSRIC Designated Federal Officer, by email Suzon.Cameron@ fcc.gov or U.S. Postal Service Mail to Suzon Cameron, Senior Attorney, Cybersecurity and Communications Reliability Division, Public Safety and Homeland Security Bureau, Federal Communications Commission, 445 12th Street SW, Room 7–B458, Washington, DC 20554. Open captioning will be provided for this event. Other reasonable accommodations for people with disabilities are available upon request. Requests for such accommodations should be submitted via email to fcc504@fcc.gov or by calling the Consumer & Governmental Affairs Bureau at (202) 418–0530 (voice), (202) 418–0432 (tty). Such requests should include a detailed description of the accommodation needed. In addition, please include a way the FCC can contact you if it needs more information. Please allow at least five days’ advance notice; last-minute requests will be accepted but may be impossible to fill. Federal Communications Commission. Marlene Dortch, Secretary. [FR Doc. 2020–03708 Filed 2–24–20; 8:45 am] BILLING CODE 6712–01–P Change in Bank Control Notices; Acquisitions of Shares of a Bank or Bank Holding Company The notificants listed below have applied under the Change in Bank Control Act (Act) (12 U.S.C. 1817(j)) and § 225.41 of the Board’s Regulation Y (12 CFR 225.41) to acquire shares of a bank or bank holding company. The factors that are considered in acting on the Frm 00040 Fmt 4703 Board of Governors of the Federal Reserve System, February 20, 2020. Yao-Chin Chao, Assistant Secretary of the Board. [FR Doc. 2020–03724 Filed 2–24–20; 8:45 am] BILLING CODE P FEDERAL TRADE COMMISSION [File No. 191 0160] Agnaten SE, Compassion First and NVA; Analysis of Agreement Containing Consent Orders To Aid Public Comment Federal Trade Commission. Proposed consent agreement; request for comment. AGENCY: ACTION: FEDERAL RESERVE SYSTEM PO 00000 applications are set forth in paragraph 7 of the Act (12 U.S.C. 1817(j)(7)). The applications listed below, as well as other related filings required by the Board, if any, are available for immediate inspection at the Federal Reserve Bank indicated. The applications will also be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in paragraph 7 of the Act. Comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors, Ann E. Misback, Secretary of the Board, 20th Street and Constitution Avenue NW, Washington DC 20551–0001, not later than March 11, 2020. A. Federal Reserve Bank of Minneapolis (Chris P. Wangen, Assistant Vice President) 90 Hennepin Avenue, Minneapolis, Minnesota 55480–0291: 1. Karen R. Healy Hurwitt Trust, West Fargo, North Dakota, Karen Hurwitt, Charlotte, Vermont and First Western Bank & Trust, West Fargo, North Dakota, as co-trustees; to retain or acquire voting shares of Lincoln Holding Company, and thereby indirectly retain or acquire voting shares of Lincoln State Bank, both of Hankinson, North Dakota. Sfmt 4703 The consent agreement in this matter settles alleged violations of federal law prohibiting unfair methods of competition. The attached Analysis of Agreement Containing Consent Orders 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 March 26, 2020. SUMMARY: E:\FR\FM\25FEN1.SGM 25FEN1 Federal Register / Vol. 85, No. 37 / Tuesday, February 25, 2020 / Notices Interested parties may file comments online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Please write: ‘‘Agnaten SE, Compassion First and NVA; File No. 191 0160’’ on your comment, and file your comment online at https:// www.regulations.gov 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 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: Michael Barnett (202–326–2362), Bureau of Competition, Federal Trade Commission, 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 website (for February 14, 2020), at this web address: https://www.ftc.gov/newsevents/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 March 26, 2020. Write ‘‘Agnaten SE, Compassion First and NVA; File No. 191 0160’’ 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 https:// www.regulations.gov website. 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 through the https:// www.regulations.gov website. If you prefer to file your comment on paper, write ‘‘Agnaten SE, Compassion First and NVA; File No. 191 0160’’ on jbell on DSKJLSW7X2PROD with NOTICES ADDRESSES: VerDate Sep<11>2014 20:34 Feb 24, 2020 Jkt 250001 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 website at https://www.regulations.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 PO 00000 Frm 00041 Fmt 4703 Sfmt 4703 10687 requirements for such treatment under FTC Rule 4.9(c), and the General Counsel grants that request. Visit the FTC website at http:// www.ftc.gov to read this Notice and the news release describing it. The FTC Act and other laws that the Commission administers permit the collection of public comments to consider and use in this proceeding, as appropriate. The Commission will consider all timely and responsive public comments that it receives on or before March 26, 2020. 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, subject to final approval, an Agreement Containing Consent Orders (‘‘Consent Agreement’’) with Agnaten SE, the owner of Veterinary Specialists of North America, LLC and Compassion-First Pet Hospitals (‘‘Compassion First’’) and NVA Parent Inc. (‘‘NVA’’), which is designed to remedy the anticompetitive effects that would result from Compassion First’s proposed acquisition of NVA. Pursuant to a Stock Purchase Agreement dated June 3, 2019, Compassion First proposes to acquire all of the assets of NVA in a transaction valued at approximately $5 billion (the ‘‘Acquisition’’). Both parties provide specialty and emergency veterinary services in clinics located throughout the United States. The Commission alleges in its Complaint that the 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 lessening competition in the markets for certain specialty and emergency veterinary services in three different localities in the United States.1 The proposed Consent Agreement will remedy the alleged violations by preserving the 1 In the area around Asheville, North Carolina and Greenville, South Carolina, two Compassion First facilities compete closely with an NVA facility to provide internal medicine, oncology, ophthalmology, and surgery veterinary specialty services and emergency veterinary services. In the area between Norwalk, Connecticut and Yonkers, New York, each merging party has a clinic that provides neurology and radiation oncology veterinary specialty services that compete closely. Finally, in the area surrounding Fairfax and Manassas, Virginia, a Compassion First facility and an NVA facility compete closely to provide emergency veterinary services. E:\FR\FM\25FEN1.SGM 25FEN1 10688 Federal Register / Vol. 85, No. 37 / Tuesday, February 25, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES competition that would otherwise be eliminated by the Acquisition. Specifically, under the terms of the Consent Agreement, Compassion First is required to divest three clinics, one in each area,2 to MedVet Associates, LLC (‘‘MedVet’’), an operator of specialty and emergency veterinary clinics elsewhere in the country. The proposed Consent Agreement has been placed on the public record for thirty days for receipt of comments from interested persons. Comments received during this period will become part of the public record. After thirty days, the Commission will review the proposed Consent Agreement as well as any comments received, and decide whether it should withdraw, modify, or make the Consent Agreement final. II. The Relevant Markets and Market Structures The relevant lines of commerce in which to analyze the Acquisition are individual specialty veterinary services and emergency veterinary services. Specialty veterinary services are required in cases where a general practitioner veterinarian does not have the expertise or equipment necessary to treat the sick or injured animal. General practitioner veterinarians commonly refer such cases to a specialist, typically a doctor of veterinary medicine who is board certified in the relevant specialty. Individual veterinary specialties include internal medicine, neurology, oncology, ophthalmology, radiation oncology, and surgery. Emergency veterinary services are those used in acute situations where a general practice veterinarian is not available or, in some cases, not trained or equipped to treat the patient’s medical problem. The relevant areas for the provision of specialty and emergency veterinary services are local, delineated by the distance and time that pet owners travel to receive treatment. The distance and time customers travel for specialty services are highly dependent on local factors, such as the proximity of a clinic offering the required specialty service, appointment availability, population density, demographics, traffic patterns, or specific local geographic barriers. The Acquisition is likely to result in consumer harm in markets for the provision of the following services in the following localities: a. Internal medicine, oncology, ophthalmology, and surgery specialty 2 The divested clinics are NVA’s R.E.A.C.H. Specialty Clinic in Asheville, North Carolina; Compassion First’s Veterinary Referral Center of Northern Virginia in Manassas, Virginia; and Compassion First’s Veterinary Care Center in Norwalk, Connecticut. VerDate Sep<11>2014 20:34 Feb 24, 2020 Jkt 250001 veterinary services and emergency veterinary services in and around Asheville, North Carolina and Greenville, South Carolina; b. neurology and radiation oncology specialty veterinary services in the area between Norwalk, Connecticut and Yonkers, New York; and c. emergency veterinary services in and around Fairfax and Manassas, Virginia. All of these relevant markets are currently highly concentrated, and the Acquisition would substantially increase concentration in each market. In some cases, the combined firm would be the only provider following the transaction. In other markets, consumers would only have one remaining alternative to the combined firm following the transaction. III. Entry Entry into the relevant markets would not be timely, likely, or sufficient in magnitude, character, and scope to deter or counteract the anticompetitive effects of the Acquisition. For de novo entrants, obtaining financing to build a new specialty or emergency veterinary facility and acquiring or leasing necessary equipment can be expensive and time consuming. The investment is risky for specialists that do not have established practices and bases of referrals in the area. Further, to become a licensed veterinary specialist requires extensive education and training, significantly beyond that required to become a general practitioner veterinarian. Consequently, veterinary specialists are often in short supply, and recruiting them to move to a new area frequently takes more than two years, making timely expansion by existing specialty clinics particularly difficult. IV. Effects of the Acquisition The Acquisition, if consummated, may substantially lessen competition in each of the relevant markets by eliminating close, head-to-head competition between Compassion First and NVA for the provision of specialty and emergency veterinary services. In some markets, the Acquisition will result in a merger to monopoly. The Acquisition increases the likelihood that Compassion First will unilaterally exercise market power and cause customers to pay higher prices for, or receive lower quality, relevant services. V. The Consent Agreement The proposed Consent Agreement remedies the Acquisition’s anticompetitive effects in each market by requiring the parties to divest a facility to MedVet in all three localities. PO 00000 Frm 00042 Fmt 4703 Sfmt 4703 The divestitures will preserve competition between the divested clinics and the combined firm’s clinics. MedVet is a qualified acquirer of the divested assets because it has significant experience acquiring, integrating, and operating specialty and emergency veterinary clinics, and it does not currently operate or have plans to operate any veterinary clinics in the relevant markets. The Consent Agreement requires the divestiture of all regulatory permits and approvals, confidential business information, including customer information, and other assets associated with providing specialty and emergency veterinary care at the divested clinics. To ensure the divestiture is successful, the Consent Agreement also requires Compassion First and NVA to secure all third-party consents, assignments, releases, and waivers necessary to conduct business at the divested clinics. The Consent Agreement also requires Compassion First and NVA to provide reasonable financial incentives to certain employees to encourage them to stay in their current positions. Such incentives may include, but are not limited to, guaranteed retention bonuses for specialty veterinarians at divestiture clinics. These incentives will encourage veterinarians to continue working at the divestiture clinics, which will ensure that MedVet is able to continue operating the clinics in a competitive manner. Finally, the Consent Agreement contains several other provisions to ensure that the divestitures are successful. First, the Consent Agreement prevents Compassion First from hiring specialty or emergency veterinarians affiliated with the divested clinics for a period of one year. This provides MedVet with sufficient time to build working relationships with these important employees before Compassion First would be able to hire them back. Second, Compassion First will be required to provide transitional services for a period of one year to ensure MedVet continues to operate the divested clinics effectively as it implements its own quality care, billing, and supply systems. Finally, the Consent Agreement requires Compassion First to provide prior notice to the Commission of plans to acquire certain specialty or emergency veterinary clinics for a period of ten years from the date the Commission issues the Order. The Order requires Compassion First and NVA to divest the clinics no later than ten business days after the consummation of the Acquisition. E:\FR\FM\25FEN1.SGM 25FEN1 Federal Register / Vol. 85, No. 37 / Tuesday, February 25, 2020 / Notices The Commission has appointed Thomas A. Carpenter, D.V.M., as Monitor to ensure that Compassion First and NVA comply with all of their obligations pursuant to the Consent Agreement and to keep the Commission informed about the status of the transfer of rights and assets to MedVet. Dr. Carpenter possesses relevant experience and expertise regarding issues relevant to the divestiture, including experience as a monitor in previous FTC matters. If the Commission determines that MedVet is not an acceptable acquirer of the divested assets, or that the manner of the divestitures is not acceptable, the parties must unwind the sale of rights and assets to MedVet and divest them to a Commission-approved acquirer within six months of the date on which the Consent Agreement becomes final. In that circumstance, the Commission may appoint a trustee to divest the rights and assets if the parties fail to divest them as required. The purpose of this analysis is to facilitate public comment on the proposed Consent Agreement. It is not intended to constitute an official interpretation of the proposed Consent Agreement or to modify its terms in any way. By direction of the Commission. April J. Tabor, Acting Secretary. [FR Doc. 2020–03687 Filed 2–24–20; 8:45 am] BILLING CODE 6750–01–P DEPARTMENT OF HEALTH AND HUMAN SERVICES Centers for Disease Control and Prevention [60Day–20–20IP; Docket No. CDC–2020– 0021] Proposed Data Collection Submitted for Public Comment and Recommendations Centers for Disease Control and Prevention (CDC), Department of Health and Human Services (HHS). ACTION: Notice with comment period. AGENCY: The Centers for Disease Control and Prevention (CDC), as part of its continuing effort to reduce public burden and maximize the utility of government information, invites the general public and other Federal agencies the opportunity to comment on a proposed and/or continuing information collection, as required by the Paperwork Reduction Act of 1995. This notice invites comment on a proposed information collection project jbell on DSKJLSW7X2PROD with NOTICES SUMMARY: VerDate Sep<11>2014 20:34 Feb 24, 2020 Jkt 250001 titled ‘‘Occupational Driver Safety at Intersections.’’ The purpose of this data collection is to gather experimental information in the CDC Motor Vehicle Safety Research Laboratory on the effects of occupation, vehicle type, vehicle approach speed, signal light logic, and emergency response status on emergency vehicle driver decisionmaking at intersections. The information will also be used to formulate science-based safety recognition training materials and an advanced driver assistant tool to enhance occupational driver (e.g., law enforcement officers and firefighters) safety at intersections. DATES: CDC must receive written comments on or before April 27, 2020. ADDRESSES: You may submit comments, identified by Docket No. CDC–2020– 0021 by any of the following methods: • Federal eRulemaking Portal: Regulations.gov. Follow the instructions for submitting comments. • Mail: Jeffrey M. Zirger, Information Collection Review Office, Centers for Disease Control and Prevention, 1600 Clifton Road NE, MS–D74, Atlanta, Georgia 30329. Instructions: All submissions received must include the agency name and Docket Number. CDC will post, without change, all relevant comments to Regulations.gov. Please note: Submit all comments through the Federal eRulemaking portal (regulations.gov) or by U.S. mail to the address listed above. FOR FURTHER INFORMATION CONTACT: To request more information on the proposed project or to obtain a copy of the information collection plan and instruments, contact Jeffrey M. Zirger, Information Collection Review Office, Centers for Disease Control and Prevention, 1600 Clifton Road NE, MS– D74, Atlanta, Georgia 30329; phone: 404–639–7570; Email: omb@cdc.gov. SUPPLEMENTARY INFORMATION: Under the Paperwork Reduction Act of 1995 (PRA) (44 U.S.C. 3501–3520), Federal agencies must obtain approval from the Office of Management and Budget (OMB) for each collection of information they conduct or sponsor. In addition, the PRA also requires Federal agencies to provide a 60-day notice in the Federal Register concerning each proposed collection of information, including each new proposed collection, each proposed extension of existing collection of information, and each reinstatement of previously approved information collection before submitting the collection to the OMB for approval. To comply with this requirement, we are PO 00000 Frm 00043 Fmt 4703 Sfmt 4703 10689 publishing this notice of a proposed data collection as described below. The OMB is particularly interested in comments that will help: 1. Evaluate whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; 2. Evaluate the accuracy of the agency’s estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used; 3. Enhance the quality, utility, and clarity of the information to be collected; and 4. Minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology, e.g., permitting electronic submissions of responses. 5. Assess information collection costs. Proposed Project Occupational Driver Safety at Intersections—New—National Institute for Occupational Safety and Health (NIOSH), Centers for Disease Control and Prevention (CDC). Background and Brief Description The mission of the National Institute for Occupational Safety and Health (NIOSH) is to promote safety and health at work for all people through research and prevention. Nearly 40% of all traffic crashes occur at intersections. Erroneous decision-making while crossing a signalized intersection is a significant risk factor for drivers. Such decision-making is even more challenging for occupational drivers (e.g., police and fire truck drivers) due to their job demands, special vehicle characteristics, and frequency of crash risk exposure. NIOSH has initiated a laboratory simulation study on effects of occupation, vehicle type, vehicle approach speed, signal light logic, and emergency response status on emergency vehicle driver decisionmaking at intersections to advance the safety of approximately 900,000 law enforcement officers and 1,134,400 career and volunteer firefighters. Study results will be used to develop science-based safety recognition training materials for emergency vehicle drivers and their employers to enhance driver safety at intersections. The information also will be used to (1) determine the optimal time/distance to activate a traffic signal preemption system for E:\FR\FM\25FEN1.SGM 25FEN1

Agencies

[Federal Register Volume 85, Number 37 (Tuesday, February 25, 2020)]
[Notices]
[Pages 10686-10689]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-03687]


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FEDERAL TRADE COMMISSION

[File No. 191 0160]


Agnaten SE, Compassion First and NVA; Analysis of Agreement 
Containing Consent Orders To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement; request for comment.

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

SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair methods of competition. 
The attached Analysis of Agreement Containing Consent Orders 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 March 26, 2020.

[[Page 10687]]


ADDRESSES: Interested parties may file comments online or on paper, by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Please write: ``Agnaten SE, 
Compassion First and NVA; File No. 191 0160'' on your comment, and file 
your comment online at https://www.regulations.gov 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 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: Michael Barnett (202-326-2362), Bureau 
of Competition, Federal Trade Commission, 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 website (for February 14, 2020), at this web address: 
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 March 26, 2020. 
Write ``Agnaten SE, Compassion First and NVA; File No. 191 0160'' 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 https://www.regulations.gov website.
    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 through the https://www.regulations.gov website.
    If you prefer to file your comment on paper, write ``Agnaten SE, 
Compassion First and NVA; File No. 191 0160'' 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 
website at https://www.regulations.gov, you are solely responsible for 
making sure that your comment does not include any sensitive or 
confidential information. In particular, your comment should not 
include any sensitive personal information, such as your or anyone 
else's Social Security number; date of birth; driver's license number 
or other state identification number, or foreign country equivalent; 
passport number; financial account number; or credit or debit card 
number. You are also solely responsible for making sure that your 
comment does not include any sensitive health information, such as 
medical records or other individually identifiable health information. 
In addition, your comment should not include any ``trade secret or any 
commercial or financial information which . . . is privileged or 
confidential''--as provided by Section 6(f) of the FTC Act, 15 U.S.C. 
46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)--including in 
particular competitively sensitive information such as costs, sales 
statistics, inventories, formulas, patterns, devices, manufacturing 
processes, or customer names.
    Comments containing material for which confidential treatment is 
requested must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with FTC Rule 4.9(c). In particular, 
the written request for confidential treatment that accompanies the 
comment must include the factual and legal basis for the request, and 
must identify the specific portions of the comment to be withheld from 
the public record. See FTC Rule 4.9(c). Your comment will be kept 
confidential only if the General Counsel grants your request in 
accordance with the law and the public interest. Once your comment has 
been posted on the public FTC website--as legally required by FTC Rule 
4.9(b)--we cannot redact or remove your comment from the FTC website, 
unless you submit a confidentiality request that meets the requirements 
for such treatment under FTC Rule 4.9(c), and the General Counsel 
grants that request.
    Visit the FTC website at http://www.ftc.gov to read this Notice and 
the news release describing it. The FTC Act and other laws that the 
Commission administers permit the collection of public comments to 
consider and use in this proceeding, as appropriate. The Commission 
will consider all timely and responsive public comments that it 
receives on or before March 26, 2020. 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, subject 
to final approval, an Agreement Containing Consent Orders (``Consent 
Agreement'') with Agnaten SE, the owner of Veterinary Specialists of 
North America, LLC and Compassion-First Pet Hospitals (``Compassion 
First'') and NVA Parent Inc. (``NVA''), which is designed to remedy the 
anticompetitive effects that would result from Compassion First's 
proposed acquisition of NVA.
    Pursuant to a Stock Purchase Agreement dated June 3, 2019, 
Compassion First proposes to acquire all of the assets of NVA in a 
transaction valued at approximately $5 billion (the ``Acquisition''). 
Both parties provide specialty and emergency veterinary services in 
clinics located throughout the United States. The Commission alleges in 
its Complaint that the 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 
lessening competition in the markets for certain specialty and 
emergency veterinary services in three different localities in the 
United States.\1\ The proposed Consent Agreement will remedy the 
alleged violations by preserving the

[[Page 10688]]

competition that would otherwise be eliminated by the Acquisition. 
Specifically, under the terms of the Consent Agreement, Compassion 
First is required to divest three clinics, one in each area,\2\ to 
MedVet Associates, LLC (``MedVet''), an operator of specialty and 
emergency veterinary clinics elsewhere in the country.
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    \1\ In the area around Asheville, North Carolina and Greenville, 
South Carolina, two Compassion First facilities compete closely with 
an NVA facility to provide internal medicine, oncology, 
ophthalmology, and surgery veterinary specialty services and 
emergency veterinary services. In the area between Norwalk, 
Connecticut and Yonkers, New York, each merging party has a clinic 
that provides neurology and radiation oncology veterinary specialty 
services that compete closely. Finally, in the area surrounding 
Fairfax and Manassas, Virginia, a Compassion First facility and an 
NVA facility compete closely to provide emergency veterinary 
services.
    \2\ The divested clinics are NVA's R.E.A.C.H. Specialty Clinic 
in Asheville, North Carolina; Compassion First's Veterinary Referral 
Center of Northern Virginia in Manassas, Virginia; and Compassion 
First's Veterinary Care Center in Norwalk, Connecticut.
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    The proposed Consent Agreement has been placed on the public record 
for thirty days for receipt of comments from interested persons. 
Comments received during this period will become part of the public 
record. After thirty days, the Commission will review the proposed 
Consent Agreement as well as any comments received, and decide whether 
it should withdraw, modify, or make the Consent Agreement final.

II. The Relevant Markets and Market Structures

    The relevant lines of commerce in which to analyze the Acquisition 
are individual specialty veterinary services and emergency veterinary 
services. Specialty veterinary services are required in cases where a 
general practitioner veterinarian does not have the expertise or 
equipment necessary to treat the sick or injured animal. General 
practitioner veterinarians commonly refer such cases to a specialist, 
typically a doctor of veterinary medicine who is board certified in the 
relevant specialty. Individual veterinary specialties include internal 
medicine, neurology, oncology, ophthalmology, radiation oncology, and 
surgery. Emergency veterinary services are those used in acute 
situations where a general practice veterinarian is not available or, 
in some cases, not trained or equipped to treat the patient's medical 
problem.
    The relevant areas for the provision of specialty and emergency 
veterinary services are local, delineated by the distance and time that 
pet owners travel to receive treatment. The distance and time customers 
travel for specialty services are highly dependent on local factors, 
such as the proximity of a clinic offering the required specialty 
service, appointment availability, population density, demographics, 
traffic patterns, or specific local geographic barriers.
    The Acquisition is likely to result in consumer harm in markets for 
the provision of the following services in the following localities:
    a. Internal medicine, oncology, ophthalmology, and surgery 
specialty veterinary services and emergency veterinary services in and 
around Asheville, North Carolina and Greenville, South Carolina;
    b. neurology and radiation oncology specialty veterinary services 
in the area between Norwalk, Connecticut and Yonkers, New York; and
    c. emergency veterinary services in and around Fairfax and 
Manassas, Virginia.
    All of these relevant markets are currently highly concentrated, 
and the Acquisition would substantially increase concentration in each 
market. In some cases, the combined firm would be the only provider 
following the transaction. In other markets, consumers would only have 
one remaining alternative to the combined firm following the 
transaction.

III. Entry

    Entry into the relevant markets would not be timely, likely, or 
sufficient in magnitude, character, and scope to deter or counteract 
the anticompetitive effects of the Acquisition. For de novo entrants, 
obtaining financing to build a new specialty or emergency veterinary 
facility and acquiring or leasing necessary equipment can be expensive 
and time consuming. The investment is risky for specialists that do not 
have established practices and bases of referrals in the area. Further, 
to become a licensed veterinary specialist requires extensive education 
and training, significantly beyond that required to become a general 
practitioner veterinarian. Consequently, veterinary specialists are 
often in short supply, and recruiting them to move to a new area 
frequently takes more than two years, making timely expansion by 
existing specialty clinics particularly difficult.

IV. Effects of the Acquisition

    The Acquisition, if consummated, may substantially lessen 
competition in each of the relevant markets by eliminating close, head-
to-head competition between Compassion First and NVA for the provision 
of specialty and emergency veterinary services. In some markets, the 
Acquisition will result in a merger to monopoly. The Acquisition 
increases the likelihood that Compassion First will unilaterally 
exercise market power and cause customers to pay higher prices for, or 
receive lower quality, relevant services.

V. The Consent Agreement

    The proposed Consent Agreement remedies the Acquisition's 
anticompetitive effects in each market by requiring the parties to 
divest a facility to MedVet in all three localities. The divestitures 
will preserve competition between the divested clinics and the combined 
firm's clinics. MedVet is a qualified acquirer of the divested assets 
because it has significant experience acquiring, integrating, and 
operating specialty and emergency veterinary clinics, and it does not 
currently operate or have plans to operate any veterinary clinics in 
the relevant markets.
    The Consent Agreement requires the divestiture of all regulatory 
permits and approvals, confidential business information, including 
customer information, and other assets associated with providing 
specialty and emergency veterinary care at the divested clinics. To 
ensure the divestiture is successful, the Consent Agreement also 
requires Compassion First and NVA to secure all third-party consents, 
assignments, releases, and waivers necessary to conduct business at the 
divested clinics.
    The Consent Agreement also requires Compassion First and NVA to 
provide reasonable financial incentives to certain employees to 
encourage them to stay in their current positions. Such incentives may 
include, but are not limited to, guaranteed retention bonuses for 
specialty veterinarians at divestiture clinics. These incentives will 
encourage veterinarians to continue working at the divestiture clinics, 
which will ensure that MedVet is able to continue operating the clinics 
in a competitive manner.
    Finally, the Consent Agreement contains several other provisions to 
ensure that the divestitures are successful. First, the Consent 
Agreement prevents Compassion First from hiring specialty or emergency 
veterinarians affiliated with the divested clinics for a period of one 
year. This provides MedVet with sufficient time to build working 
relationships with these important employees before Compassion First 
would be able to hire them back. Second, Compassion First will be 
required to provide transitional services for a period of one year to 
ensure MedVet continues to operate the divested clinics effectively as 
it implements its own quality care, billing, and supply systems. 
Finally, the Consent Agreement requires Compassion First to provide 
prior notice to the Commission of plans to acquire certain specialty or 
emergency veterinary clinics for a period of ten years from the date 
the Commission issues the Order.
    The Order requires Compassion First and NVA to divest the clinics 
no later than ten business days after the consummation of the 
Acquisition.

[[Page 10689]]

    The Commission has appointed Thomas A. Carpenter, D.V.M., as 
Monitor to ensure that Compassion First and NVA comply with all of 
their obligations pursuant to the Consent Agreement and to keep the 
Commission informed about the status of the transfer of rights and 
assets to MedVet. Dr. Carpenter possesses relevant experience and 
expertise regarding issues relevant to the divestiture, including 
experience as a monitor in previous FTC matters.
    If the Commission determines that MedVet is not an acceptable 
acquirer of the divested assets, or that the manner of the divestitures 
is not acceptable, the parties must unwind the sale of rights and 
assets to MedVet and divest them to a Commission-approved acquirer 
within six months of the date on which the Consent Agreement becomes 
final. In that circumstance, the Commission may appoint a trustee to 
divest the rights and assets if the parties fail to divest them as 
required.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Agreement. It is not intended to constitute an 
official interpretation of the proposed Consent Agreement or to modify 
its terms in any way.

    By direction of the Commission.
April J. Tabor,
Acting Secretary.
[FR Doc. 2020-03687 Filed 2-24-20; 8:45 am]
 BILLING CODE 6750-01-P