Agnaten SE, Compassion First and NVA; Analysis of Agreement Containing Consent Orders To Aid Public Comment, 10686-10689 [2020-03687]
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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
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SUMMARY:
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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 https://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
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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:
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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
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ADDRESSES:
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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
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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 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.
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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.
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20:34 Feb 24, 2020
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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.
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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.
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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
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SUMMARY:
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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
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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
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]]>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.
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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.
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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 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 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
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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.
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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
