Arko Holdings Ltd. and Empire Petroleum Partners, LLC; Analysis of Consent Orders To Aid Public Comment, 53814-53817 [2020-19140]

Download as PDF 53814 Federal Register / Vol. 85, No. 169 / Monday, August 31, 2020 / Notices Board of Governors of the Federal Reserve System, August 25, 2020. Yao-Chin Chao, Assistant Secretary of the Board. [FR Doc. 2020–19042 Filed 8–28–20; 8:45 am] BILLING CODE P pursuant to section 225.28(b)(14) of Regulation Y. Board of Governors of the Federal Reserve System, August 26, 2020. Yao-Chin Chao, Assistant Secretary of the Board. [FR Doc. 2020–19158 Filed 8–28–20; 8:45 am] BILLING CODE 6210–01–P FEDERAL RESERVE SYSTEM khammond on DSKJM1Z7X2PROD with NOTICES Notice of Proposals To Engage in or To Acquire Companies Engaged in Permissible Nonbanking Activities FEDERAL RESERVE SYSTEM The companies listed in this notice have given notice under section 4 of the Bank Holding Company Act (12 U.S.C. 1843) (BHC Act) and Regulation Y, (12 CFR part 225) to engage de novo, or to acquire or control voting securities or assets of a company, including the companies listed below, that engages either directly or through a subsidiary or other company, in a nonbanking activity that is listed in § 225.28 of Regulation Y (12 CFR 225.28) or that the Board has determined by Order to be closely related to banking and permissible for bank holding companies. Unless otherwise noted, these activities will be conducted throughout the United States. The public portions of 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(s) indicated below and at the offices of the Board of Governors. This information may also be obtained on an expedited basis, upon request, by contacting the appropriate Federal Reserve Bank and from the Board’s Freedom of Information Office at https://www.federalreserve.gov/foia/ request.htm. Interested persons may express their views in writing on the question whether the proposal complies with the standards of section 4 of the BHC Act. Unless otherwise noted, comments regarding the applications must be received at the Reserve Bank(s) 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 September 15, 2020. A. Federal Reserve Bank of New York (Ivan Hurwitz, Senior Vice President) 33 Liberty Street, New York, New York 10045–0001. Comments can also be sent electronically to Comments.applications@ny.frb.org: 1. CRB Group, Inc., Fort Lee, New Jersey; to acquire Synthetic P2P Holdings Corporation, d/b/a PeerIQ, New York, New York, and thereby engage in data processing activities VerDate Sep<11>2014 19:30 Aug 28, 2020 Jkt 250001 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 applications are set forth in paragraph 7 of the Act (12 U.S.C. 1817(j)(7)). The public portions of 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(s) indicated below and at the offices of the Board of Governors. This information may also be obtained on an expedited basis, upon request, by contacting the appropriate Federal Reserve Bank and from the Board’s Freedom of Information Office at https://www.federalreserve.gov/foia/ request.htm. 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 September 15, 2020. A. Federal Reserve Bank of St. Louis (David L. Hubbard, Senior Manager) P.O. Box 442, St. Louis, Missouri 63166–2034. Comments can also be sent electronically to Comments.applications@stls.frb.org: 1. Susan and Kent Wunderlich Family Trust, Philip S. Wunderlich and Gary Wunderlich, Jr., as co-trustees, and a trust established for a minor child, Gary Wunderlich, Jr., as trustee, all of Memphis, Tennessee; to become members of the Wunderlich Family Group, a group acting in concert, and to acquire voting shares of Financial FedCorp, Inc., and thereby indirectly acquire voting shares of Financial Federal Bank, both of Memphis, Tennessee. PO 00000 Frm 00029 Fmt 4703 Sfmt 4703 In addition, The Gary K. Wunderlich III Trust, The Madison Graves Wunderlich Trust, Gary Wunderlich, Jr., as trustee for both trusts, The Philip S. Wunderlich, Jr. Trust, The Elizabeth T. Wunderlich Trust, and a trust established for a minor child, Philip Wunderlich, as trustee for all three trusts, and all of Memphis, Tennessee; as members of the Wunderlich Family Group, a group acting in concert, to retain voting shares of Financial FedCorp, Inc., and thereby indirectly retain voting shares of Financial Federal Bank. Board of Governors of the Federal Reserve System, August 26, 2020. Yao-Chin Chao, Assistant Secretary of the Board. [FR Doc. 2020–19157 Filed 8–28–20; 8:45 am] BILLING CODE 6210–01–P FEDERAL TRADE COMMISSION [File No. 201–0041] Arko Holdings Ltd. and Empire Petroleum Partners, LLC; Analysis of Consent Orders To Aid Public Comment Federal Trade Commission. Proposed consent agreement; request for comment. AGENCY: ACTION: The consent agreement in this matter settles alleged violations of federal law prohibiting unfair methods of competition. The attached Analysis to Aid Public Comment describes both the allegations in the complaint and the terms of the consent order—embodied in the consent agreement—that would settle these allegations. DATES: Comments must be received on or before September 30, 2020. 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: ‘‘Arko Holdings Ltd. and Empire Petroleum Partners, LLC; File No. 201 0041’’ on your comment, and file your comment online at https://www.regulations.gov by following the instructions on the webbased form. If you prefer to file your comment on paper, please 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 SUMMARY: E:\FR\FM\31AUN1.SGM 31AUN1 khammond on DSKJM1Z7X2PROD with NOTICES Federal Register / Vol. 85, No. 169 / Monday, August 31, 2020 / Notices Street SW, 5th Floor, Suite 5610 (Annex D), Washington, DC 20024. FOR FURTHER INFORMATION CONTACT: Steven Couper (202–326–3349), 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 of Agreement Containing Consent Orders 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 August 25, 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 September 30, 2020. Write ‘‘Arko Holdings Ltd. and Empire Petroleum Partners, LLC; File No. 201 0041’’ 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. Due to the public health emergency in response to the COVID–19 outbreak and the agency’s heightened security screening, postal mail addressed to the Commission will be subject to delay. We strongly encourage you to submit your comments online through the https:// www.regulations.gov website. If you prefer to file your comment on paper, write ‘‘Arko Holdings Ltd. and Empire Petroleum Partners, LLC; File No. 201 0041’’ 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 VerDate Sep<11>2014 19:30 Aug 28, 2020 Jkt 250001 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 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 your comment does not include 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 this matter. 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 September 30, 2020. For information on the Commission’s privacy policy, including routine uses permitted by the Privacy Act, see PO 00000 Frm 00030 Fmt 4703 Sfmt 4703 53815 https://www.ftc.gov/site-information/ privacy-policy. Analysis of Consent Orders To Aid Public Comment I. Introduction The Federal Trade Commission (‘‘Commission’’) has accepted for public comment, subject to final approval, an Agreement Containing Consent Orders (‘‘Consent Agreement’’) from Arko Holdings Ltd. (‘‘Arko’’), GPM Southeast, LLC, and GPM Petroleum, LLC (collectively with Arko, ‘‘GPM’’) and Empire Petroleum Partners, LLC (‘‘Empire,’’ and collectively ‘‘Respondents’’). The Consent Agreement is designed to remedy the anticompetitive effects that likely would result from GPM’s proposed acquisition of retail fuel assets from Empire. Under the terms of the proposed Consent Agreement, Respondents must divest certain retail fuel assets in seven local markets in Indiana, Michigan, Maryland, and Texas. Respondents must complete the divestiture within 20 days after the closing of the acquisition. The Commission and Respondents have agreed to an Order to Maintain Assets that requires Respondents to operate and maintain each divestiture outlet in the normal course of business through the date the up-front buyers acquire the divested assets. The Commission has placed the proposed Consent Agreement on the public record for 30 days to solicit comments from interested persons. Comments received during this period will become part of the public record. After 30 days, the Commission will review the proposed Consent Agreement and the comments received, and will decide whether it should withdraw from the Consent Agreement, modify it, or make it final. II. The Respondents Respondent Arko is a publicly traded company headquartered in Tel Aviv, Israel. Arko, through its subsidiaries GPM Southeast, LLC, and GPM Petroleum, LLC, supplies wholesale fuel to or operates approximately 1,400 retail fuel and convenience stores in twentytwo states across the South, MidAtlantic, and Midwest. In 2019, GPM ranked as the sixth largest operator of retail fuel and convenience stores in the United States. Respondent Empire is a privately held Delaware limited liability company headquartered in Dallas, Texas. Empire also distributes fuel on a wholesale basis and operates retail fuel and convenience stores in 30 states and Washington, DC With respect to E:\FR\FM\31AUN1.SGM 31AUN1 53816 Federal Register / Vol. 85, No. 169 / Monday, August 31, 2020 / Notices wholesale fuel distribution, Empire is a ‘‘super jobber,’’ a company that supplies over one billion gallons of fuel each year. Empire has supply relationships with all major oil companies, and distributes both branded and unbranded fuel. Empire supplies fuel to 1,555 retail sites, and operates 76 retail fuel and convenience stores itself. III. The Proposed Acquisition On December 17, 2019, GPM entered into an agreement to acquire certain retail and wholesale fuel assets from Empire and related entities (the ‘‘Acquisition’’). With the Complaint, the Commission alleges that the Acquisition, if consummated, would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and that the Acquisition agreement constitutes a violation of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by substantially lessening competition for the retail sale of gasoline in seven local markets in Indiana, Michigan, Maryland, and Texas, and by substantially lessening competition for the retail sale of diesel fuel in three local markets in Indiana, Michigan, and Texas. khammond on DSKJM1Z7X2PROD with NOTICES IV. The Retail Sale of Gasoline and Diesel Fuel The Commission alleges that the relevant product markets in which to analyze the Acquisition are the retail sale of gasoline and the retail sale of diesel fuel. Consumers require gasoline for their gasoline-powered vehicles and can purchase gasoline only at retail fuel outlets. Likewise, consumers require diesel fuel for their diesel-powered vehicles and can purchase diesel fuel only at retail fuel outlets. The retail sale of gasoline and the retail sale of diesel fuel constitute separate relevant markets because the two are not interchangeable. Vehicles that run on gasoline cannot run on diesel fuel, and vehicles that run on diesel fuel cannot run on gasoline. The Commission alleges that the relevant geographic markets in which to assess the competitive effects of the Acquisition with respect to the retail sale of gasoline are seven local markets in and around the following cities: Knox, Indiana; Kokomo, Indiana; South Bend, Indiana; Stevensville, Maryland; Edmore, Michigan; Hastings, Michigan; and Arlington, Texas. The relevant geographic markets in which to assess the competitive effects of the Acquisition with respect to the retail sale of diesel fuel are three local markets in and around the following cities: South Bend, Indiana; Edmore, Michigan; and Arlington, Texas. VerDate Sep<11>2014 19:30 Aug 28, 2020 Jkt 250001 The geographic markets for retail gasoline and retail diesel fuel are highly localized, depending on the unique circumstances of each area. Each relevant market is distinct and factdependent, reflecting many considerations, including commuting patterns, traffic flows, and outlet characteristics. Consumers typically choose between nearby retail fuel outlets with similar characteristics along their planned routes. The geographic markets for the retail sale of diesel fuel are similar to the corresponding geographic markets for retail gasoline, as many diesel fuel consumers exhibit preferences and behaviors similar to those of gasoline consumers. The Acquisition would substantially lessen competition in each of these local markets, resulting in seven highly concentrated markets for the retail sale of gasoline and three highly concentrated markets for the retail sale of diesel fuel. Retail fuel outlets compete on price, store format, product offerings, and location, and pay close attention to competitors in close proximity, on similar traffic flows, and with similar store characteristics. In each of the local gasoline and diesel fuel retail markets, the Acquisition would reduce the number of competitively constraining independent market participants to three or fewer. The combined entity would be able to raise prices unilaterally in markets where GPM and Empire are close competitors. Absent the Acquisition, GPM and Empire would continue to compete head to head in these local markets. Moreover, the Acquisition would enhance the incentives for interdependent behavior in local markets where only two or three competitively constraining independent market participants would remain. Two aspects of the retail fuel industry make it vulnerable to such coordination. First, retail fuel outlets post their fuel prices on price signs that are visible from the street, allowing competitors to observe each other’s fuel prices without difficulty. Second, retail fuel outlets regularly track their competitors’ fuel prices and change their own prices in response. These repeated interactions give retail fuel outlets familiarity with how their competitors price and how changing prices affect fuel sales. Entry into each relevant market would not be timely, likely, or sufficient to deter or counteract the anticompetitive effects arising from the Acquisition. Significant entry barriers include the availability of attractive real estate, the time and cost associated with constructing a new retail fuel outlet, and PO 00000 Frm 00031 Fmt 4703 Sfmt 4703 the time associated with obtaining necessary permits and approvals. V. The Proposed Consent Agreement The proposed Consent Agreement would remedy the Acquisition’s likely anticompetitive effects by requiring Respondents to divest certain retail fuel assets to an independent competitor in each local market. Each buyer of divestiture assets is an experienced operator or supplier of retail fuel sites, and will be a new entrant into the local market. The proposed Consent Agreement requires that the divestiture be completed no later than 20 days after Respondents consummate the Acquisition. The proposed Consent Agreement further requires Respondents to maintain the economic viability, marketability, and competitiveness of each divestiture asset until the divestiture is complete. For up to 15 months following the divestiture, Respondents must provide transitional services, as needed, to assist the buyers with the divestiture assets. In addition to requiring outlet divestitures, the proposed Consent Agreement requires Respondents to provide the Commission notice before acquiring retail fuel assets within a fixed distance of any GPM outlet in a market involving a divestiture for ten years. The prior notice provision is necessary because an acquisition in close proximity to divested assets likely would raise the same competitive concerns as the Acquisition, and may fall below the Hart-Scott-Rodino Act premerger notification thresholds. The proposed Consent Agreement contains additional provisions designed to ensure the effectiveness of the proposed relief. For example, Respondents have agreed to an Order to Maintain Assets that will issue at the time the proposed Consent Agreement is accepted for public comment. The Order to Maintain Assets requires Respondents to operate and maintain each divestiture outlet in the normal course of business, through the date Respondents complete the divestiture. The Commission may appoint an independent third party as a Monitor to oversee Respondents’ compliance with the requirements of the proposed Consent Agreement. The purpose of this analysis is to facilitate public comment on the proposed Consent Agreement, and the Commission does not intend this analysis to constitute an official interpretation of the proposed Consent Agreement or to modify its terms in any way. E:\FR\FM\31AUN1.SGM 31AUN1 Federal Register / Vol. 85, No. 169 / Monday, August 31, 2020 / Notices By direction of the Commission, Commissioner Slaughter and Commissioner Wilson not participating. April J. Tabor, Acting Secretary. [FR Doc. 2020–19140 Filed 8–28–20; 8:45 am] BILLING CODE 6750–01–P DEPARTMENT OF HEALTH AND HUMAN SERVICES Agency for Healthcare Research and Quality Agency Information Collection Activities: Proposed Collection; Comment Request Agency for Healthcare Research and Quality, HHS. ACTION: Notice. AGENCY: This notice announces the intention of the Agency for Healthcare Research and Quality (AHRQ) to request that the Office of Management and Budget (OMB) approve the proposed information collection project ‘‘Identifying and Testing Strategies for Management of Opioid Use and Misuse in Older Adults in Primary Care Practices.’’ This proposed information collection was previously published in the Federal Register on June 8, 202020 and allowed 60 days for public comment. No comments were received by AHRQ. The purpose of this notice is to allow an additional 30 days for public comment. DATES: Comments on this notice must be received by 30 days after date of publication of this notice. ADDRESSES: Written comments and recommendations for the proposed information collection should be sent within 30 days of publication of this notice to www.reginfo.gov/public/do/ PRAMain . Find this particular information collection by selecting ‘‘Currently under 30-day Review—Open for Public Comments’’ or by using the search function. FOR FURTHER INFORMATION CONTACT: Doris Lefkowitz, AHRQ Reports Clearance Officer, (301) 427–1477, or by email at doris.lefkowitz@AHRQ.hhs.gov. SUPPLEMENTARY INFORMATION: SUMMARY: khammond on DSKJM1Z7X2PROD with NOTICES Proposed Project Identifying and Testing Strategies for Management of Opioid Use and Misuse in Older Adults in Primary Care Practices The goals of this project are to assess and describe the current prevalence, awareness, and management of opioid use, misuse, and abuse in older adults, VerDate Sep<11>2014 19:30 Aug 28, 2020 Jkt 250001 and identify gaps and areas of needed research. Additionally, this project will support primary care practices (PCP) in developing and testing innovative strategies, approaches, and/or tools for opioid management within the context of facilitated learning collaboratives, culminating in a Compendium of Strategies for opioid management in older adults in primary care settings. Through this project, AHRQ is addressing the gaps in knowledge around opioid use in older adults in primary care settings. To accomplish this we are synthesizing what is known about the development and testing of innovative strategies, approaches, and/ or tools for opioid management of older adults with pain on opioid medication, and/or opioid use disorder. This study is being conducted by AHRQ through its contractor, Abt Associates Inc., pursuant to AHRQ’s statutory authority to conduct and support research on healthcare and on systems for the delivery of such care, including activities with respect to the quality, effectiveness, efficiency, appropriateness and value of healthcare services and with respect to quality measurement and improvement. 42 U.S.C. 299a(a)(1) and (2). Method of Collection To achieve the goals of this project the following data collections will be implemented: 1. We will conduct a web-based survey of primary care clinicians who care for older adults. The purpose of the survey is to assess primary care clinician experiences caring for older adult patients with chronic pain on opioids. The survey will be sent to 5,000 randomly selected primary care clinicians. 2. Participating learning collaborative practices will be asked to implement strategies related to each of the key areas on the continuum: prevention, management and treatment of opioid use, misuse and OUD in older adults. We will collect primary data via observations, interviews, and a survey, and secondary data including practice and learning collaborative documents. The following primary data collection activities are proposed: a. PCP Clinical Staff Survey. A brief web-based survey will be emailed to all clinical staff participating in the learning collaborative at baseline before starting implementation and approximately 15 months later. We assumed 20 clinical staff per clinic site, and 24 clinics for a total of 480 staff. b. Interviews. In-depth interviews will occur with up to three staff at each health care organization participating in PO 00000 Frm 00032 Fmt 4703 Sfmt 4703 53817 the learning collaborative, for a total of up to 72 individuals. The evaluation team will conduct these interviews with: c. Quality Improvement (QI) champion for the initiative in the clinics at baseline, mid-point and postimplementation d. Two additional staff (e.g. clinician, information technology analyst, behavioral health specialist) per organization (mid-point and postimplementation). 3. Self-Assessment. The QI champion will complete a self-assessment tool at baseline. A similar tool is used in the Six Building Blocks program and the Centers for Disease Control (CDC) Opioid QI Collaborative. This tool is for clinics or health systems to assess the status of their QI efforts to improve opioid prescribing, and the extent to which care is consistent with the CDC Opioid Prescribing Guidelines. 4. Quality Improvement Measures. Each clinic will report quarterly on the QI measures. The QI measures include both process and outcome measures. Process measures are reflective of recommended clinical strategies or tools being implemented, and outcome measures examine intermediate outcomes. A data analyst at each organization will provide aggregate reports of the specified QI measures to the evaluation team on a quarterly basis over the course of a 15-month period. The QI measures are measures of opioid prescribing that are critical for understanding the potential improvements in opioid prescribing in implementing the strategies. Estimated Annual Respondent Burden Exhibit 1 presents estimates of the reporting burden hours for the data collection efforts. Time estimates are based on prior experiences and what can reasonably be requested of participating providers (survey) and PCPs. The number of respondents listed in column A, Exhibit 1 reflects a projected response rate for data collection efforts. 1. Provider web-based survey. A survey will be sent to 5,000 randomly selected primary care clinicians. The survey will include no more than 30 items and is expected to take approximately 15 minutes to complete. We anticipate a 30% response rate, resulting in 1,500 completed surveys. 2. PCP Learning Collaboratives Primary Data Collection. a. PCP Learning Collaborative Clinical Staff Survey. A brief survey will be emailed to all clinicians at baseline before starting implementation and approximately 15 months later. We E:\FR\FM\31AUN1.SGM 31AUN1

Agencies

[Federal Register Volume 85, Number 169 (Monday, August 31, 2020)]
[Notices]
[Pages 53814-53817]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-19140]


=======================================================================
-----------------------------------------------------------------------

FEDERAL TRADE COMMISSION

[File No. 201-0041]


Arko Holdings Ltd. and Empire Petroleum Partners, LLC; Analysis 
of 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 to Aid Public Comment describes both the 
allegations in the complaint and the terms of the consent order--
embodied in the consent agreement--that would settle these allegations.

DATES: Comments must be received on or before September 30, 2020.

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: ``Arko Holdings 
Ltd. and Empire Petroleum Partners, LLC; File No. 201 0041'' 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, please 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

[[Page 53815]]

Street SW, 5th Floor, Suite 5610 (Annex D), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Steven Couper (202-326-3349), 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 of Agreement Containing Consent Orders 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 
August 25, 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 September 30, 
2020. Write ``Arko Holdings Ltd. and Empire Petroleum Partners, LLC; 
File No. 201 0041'' 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.
    Due to the public health emergency in response to the COVID-19 
outbreak and the agency's heightened security screening, postal mail 
addressed to the Commission will be subject to delay. We strongly 
encourage you to submit your comments online through the https://www.regulations.gov website.
    If you prefer to file your comment on paper, write ``Arko Holdings 
Ltd. and Empire Petroleum Partners, LLC; File No. 201 0041'' 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 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 your comment does not 
include 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 this matter. 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 September 30, 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 Consent Orders To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted for 
public comment, subject to final approval, an Agreement Containing 
Consent Orders (``Consent Agreement'') from Arko Holdings Ltd. 
(``Arko''), GPM Southeast, LLC, and GPM Petroleum, LLC (collectively 
with Arko, ``GPM'') and Empire Petroleum Partners, LLC (``Empire,'' and 
collectively ``Respondents''). The Consent Agreement is designed to 
remedy the anticompetitive effects that likely would result from GPM's 
proposed acquisition of retail fuel assets from Empire.
    Under the terms of the proposed Consent Agreement, Respondents must 
divest certain retail fuel assets in seven local markets in Indiana, 
Michigan, Maryland, and Texas. Respondents must complete the 
divestiture within 20 days after the closing of the acquisition. The 
Commission and Respondents have agreed to an Order to Maintain Assets 
that requires Respondents to operate and maintain each divestiture 
outlet in the normal course of business through the date the up-front 
buyers acquire the divested assets.
    The Commission has placed the proposed Consent Agreement on the 
public record for 30 days to solicit comments from interested persons. 
Comments received during this period will become part of the public 
record. After 30 days, the Commission will review the proposed Consent 
Agreement and the comments received, and will decide whether it should 
withdraw from the Consent Agreement, modify it, or make it final.

II. The Respondents

    Respondent Arko is a publicly traded company headquartered in Tel 
Aviv, Israel. Arko, through its subsidiaries GPM Southeast, LLC, and 
GPM Petroleum, LLC, supplies wholesale fuel to or operates 
approximately 1,400 retail fuel and convenience stores in twenty-two 
states across the South, Mid-Atlantic, and Midwest. In 2019, GPM ranked 
as the sixth largest operator of retail fuel and convenience stores in 
the United States.
    Respondent Empire is a privately held Delaware limited liability 
company headquartered in Dallas, Texas. Empire also distributes fuel on 
a wholesale basis and operates retail fuel and convenience stores in 30 
states and Washington, DC With respect to

[[Page 53816]]

wholesale fuel distribution, Empire is a ``super jobber,'' a company 
that supplies over one billion gallons of fuel each year. Empire has 
supply relationships with all major oil companies, and distributes both 
branded and unbranded fuel. Empire supplies fuel to 1,555 retail sites, 
and operates 76 retail fuel and convenience stores itself.

III. The Proposed Acquisition

    On December 17, 2019, GPM entered into an agreement to acquire 
certain retail and wholesale fuel assets from Empire and related 
entities (the ``Acquisition''). With the Complaint, the Commission 
alleges that the Acquisition, if consummated, would violate Section 7 
of the Clayton Act, as amended, 15 U.S.C. 18, and that the Acquisition 
agreement constitutes a violation of Section 5 of the Federal Trade 
Commission Act, as amended, 15 U.S.C. 45, by substantially lessening 
competition for the retail sale of gasoline in seven local markets in 
Indiana, Michigan, Maryland, and Texas, and by substantially lessening 
competition for the retail sale of diesel fuel in three local markets 
in Indiana, Michigan, and Texas.

IV. The Retail Sale of Gasoline and Diesel Fuel

    The Commission alleges that the relevant product markets in which 
to analyze the Acquisition are the retail sale of gasoline and the 
retail sale of diesel fuel. Consumers require gasoline for their 
gasoline-powered vehicles and can purchase gasoline only at retail fuel 
outlets. Likewise, consumers require diesel fuel for their diesel-
powered vehicles and can purchase diesel fuel only at retail fuel 
outlets. The retail sale of gasoline and the retail sale of diesel fuel 
constitute separate relevant markets because the two are not 
interchangeable. Vehicles that run on gasoline cannot run on diesel 
fuel, and vehicles that run on diesel fuel cannot run on gasoline.
    The Commission alleges that the relevant geographic markets in 
which to assess the competitive effects of the Acquisition with respect 
to the retail sale of gasoline are seven local markets in and around 
the following cities: Knox, Indiana; Kokomo, Indiana; South Bend, 
Indiana; Stevensville, Maryland; Edmore, Michigan; Hastings, Michigan; 
and Arlington, Texas. The relevant geographic markets in which to 
assess the competitive effects of the Acquisition with respect to the 
retail sale of diesel fuel are three local markets in and around the 
following cities: South Bend, Indiana; Edmore, Michigan; and Arlington, 
Texas.
    The geographic markets for retail gasoline and retail diesel fuel 
are highly localized, depending on the unique circumstances of each 
area. Each relevant market is distinct and fact-dependent, reflecting 
many considerations, including commuting patterns, traffic flows, and 
outlet characteristics. Consumers typically choose between nearby 
retail fuel outlets with similar characteristics along their planned 
routes. The geographic markets for the retail sale of diesel fuel are 
similar to the corresponding geographic markets for retail gasoline, as 
many diesel fuel consumers exhibit preferences and behaviors similar to 
those of gasoline consumers.
    The Acquisition would substantially lessen competition in each of 
these local markets, resulting in seven highly concentrated markets for 
the retail sale of gasoline and three highly concentrated markets for 
the retail sale of diesel fuel. Retail fuel outlets compete on price, 
store format, product offerings, and location, and pay close attention 
to competitors in close proximity, on similar traffic flows, and with 
similar store characteristics. In each of the local gasoline and diesel 
fuel retail markets, the Acquisition would reduce the number of 
competitively constraining independent market participants to three or 
fewer. The combined entity would be able to raise prices unilaterally 
in markets where GPM and Empire are close competitors. Absent the 
Acquisition, GPM and Empire would continue to compete head to head in 
these local markets.
    Moreover, the Acquisition would enhance the incentives for 
interdependent behavior in local markets where only two or three 
competitively constraining independent market participants would 
remain. Two aspects of the retail fuel industry make it vulnerable to 
such coordination. First, retail fuel outlets post their fuel prices on 
price signs that are visible from the street, allowing competitors to 
observe each other's fuel prices without difficulty. Second, retail 
fuel outlets regularly track their competitors' fuel prices and change 
their own prices in response. These repeated interactions give retail 
fuel outlets familiarity with how their competitors price and how 
changing prices affect fuel sales.
    Entry into each relevant market would not be timely, likely, or 
sufficient to deter or counteract the anticompetitive effects arising 
from the Acquisition. Significant entry barriers include the 
availability of attractive real estate, the time and cost associated 
with constructing a new retail fuel outlet, and the time associated 
with obtaining necessary permits and approvals.

V. The Proposed Consent Agreement

    The proposed Consent Agreement would remedy the Acquisition's 
likely anticompetitive effects by requiring Respondents to divest 
certain retail fuel assets to an independent competitor in each local 
market. Each buyer of divestiture assets is an experienced operator or 
supplier of retail fuel sites, and will be a new entrant into the local 
market.
    The proposed Consent Agreement requires that the divestiture be 
completed no later than 20 days after Respondents consummate the 
Acquisition. The proposed Consent Agreement further requires 
Respondents to maintain the economic viability, marketability, and 
competitiveness of each divestiture asset until the divestiture is 
complete. For up to 15 months following the divestiture, Respondents 
must provide transitional services, as needed, to assist the buyers 
with the divestiture assets.
    In addition to requiring outlet divestitures, the proposed Consent 
Agreement requires Respondents to provide the Commission notice before 
acquiring retail fuel assets within a fixed distance of any GPM outlet 
in a market involving a divestiture for ten years. The prior notice 
provision is necessary because an acquisition in close proximity to 
divested assets likely would raise the same competitive concerns as the 
Acquisition, and may fall below the Hart-Scott-Rodino Act premerger 
notification thresholds.
    The proposed Consent Agreement contains additional provisions 
designed to ensure the effectiveness of the proposed relief. For 
example, Respondents have agreed to an Order to Maintain Assets that 
will issue at the time the proposed Consent Agreement is accepted for 
public comment. The Order to Maintain Assets requires Respondents to 
operate and maintain each divestiture outlet in the normal course of 
business, through the date Respondents complete the divestiture. The 
Commission may appoint an independent third party as a Monitor to 
oversee Respondents' compliance with the requirements of the proposed 
Consent Agreement.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Agreement, and the Commission does not intend this 
analysis to constitute an official interpretation of the proposed 
Consent Agreement or to modify its terms in any way.


[[Page 53817]]


    By direction of the Commission, Commissioner Slaughter and 
Commissioner Wilson not participating.
April J. Tabor,
Acting Secretary.
[FR Doc. 2020-19140 Filed 8-28-20; 8:45 am]
BILLING CODE 6750-01-P