Global Partners LP and Richard Wiehl; Analysis of Agreement Containing Consent Order To Aid Public Comment, 74413-74415 [2021-28345]

Download as PDF khammond on DSKJM1Z7X2PROD with NOTICES Federal Register / Vol. 86, No. 248 / Thursday, December 30, 2021 / Notices 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 January 18, 2022. 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. Felix Scherzer, Scherzer Capital, LLC, and the Scherzer Family Trust, Thomas Nakashian, as trustee, all of New York, New York; a group acting in concert, to acquire voting shares of Patriot National Bancorp, Inc., and thereby indirectly acquire voting shares of Patriot National Bank, both of Stamford, Connecticut. B. Federal Reserve Bank of Atlanta (Erien O. Terry, Assistant Vice President) 1000 Peachtree Street NE, Atlanta, Georgia 30309. Comments can also be sent electronically to Applications.Comments@atl.frb.org: 1. Stilwell Activist Investments, L.P, Stilwell Activist Fund, L.P., and Stilwell Value Partners VII, L.P., collectively known as ‘‘The Stilwell Group,’’ with Stilwell Value LLC, the general partner of each of the limited partnerships, all of New York, New York; and Joseph D. Stilwell, San Juan, Puerto Rico, each individually and as a group acting in concert, to acquire voting shares of Peoples Financial Corporation, and thereby indirectly acquire voting shares of The Peoples Bank, both of Biloxi, Mississippi. C. Federal Reserve Bank of Chicago (Colette A. Fried, Assistant Vice President) 230 South LaSalle Street, Chicago, Illinois 60690–1414: 1. JST 2020 Trust, Stephanie C. Thomson and CUSB Bank as cotrustees, all of Cresco, Iowa; to join the Thomson Family Control Group, a group acting in concert, to retain voting shares of How-Win Development Co., and thereby indirectly retain voting VerDate Sep<11>2014 17:19 Dec 29, 2021 Jkt 256001 shares of CUSB Bank, both of Cresco, Iowa. D. Federal Reserve Bank of Dallas (Karen Smith, Director, Applications) 2200 North Pearl Street, Dallas, Texas 75201–2272: 1. Joseph V. Gillen, Spicewood, Texas, individually and as co-trustee of the Woodforest Financial Group Employee Stock Ownership Plan (with 401k Provisions), and as co-trustee of the Woodforest Financial Group Employee Stock Ownership Trust, both of The Woodlands, Texas; to acquire voting shares of Woodforest Financial Group, Inc., and thereby indirectly acquire voting shares of Woodforest National Bank, both of The Woodlands, Texas. E. Federal Reserve Bank of San Francisco (Sebastian Astrada, Director, Applications) 101 Market Street, San Francisco, California 94105–1579: 1. Medina 2021 MNBH Trust, Burlingame, California; and Alma Vivar, as trustee, Daly City, California; to acquire voting shares of MNB Holdings Corporation, and thereby indirectly acquire voting shares of Mission National Bank, both of San Francisco, California. Board of Governors of the Federal Reserve System, December 27, 2021. Ann E. Misback, Secretary of the Board. [FR Doc. 2021–28388 Filed 12–29–21; 8:45 am] BILLING CODE P FEDERAL TRADE COMMISSION [File No. 211 0050] Global Partners LP and Richard Wiehl; Analysis of Agreement Containing Consent Order 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 of Proposed 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 January 31, 2022. 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: ‘‘Global Partners LP; File No. 211 0050’’ on your SUMMARY: PO 00000 Frm 00011 Fmt 4703 Sfmt 4703 74413 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 Street SW, 5th Floor, Suite 5610 (Annex D), Washington, DC 20024. FOR FURTHER INFORMATION CONTACT: Kurt Herrera-Heintz (202–326–3542), Bureau of Competition, Federal Trade Commission, 400 7th Street SW, Washington, DC 20024. 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 at this web address: https:// www.ftc.gov/news-events/commissionactions. You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before January 31, 2022. Write ‘‘Global Partners LP; File No. 211 0050’’ 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 protective actions in response to the COVID–19 pandemic and the agency’s heightened security screening, postal mail addressed to the Commission will be delayed. 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 ‘‘Global Partners LP; File No. 211 0050’’ 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 E:\FR\FM\30DEN1.SGM 30DEN1 khammond on DSKJM1Z7X2PROD with NOTICES 74414 Federal Register / Vol. 86, No. 248 / Thursday, December 30, 2021 / Notices 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 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 https:// www.regulations.gov—as legally required by FTC Rule 4.9(b)—we cannot redact or remove your comment from that 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 this matter. The VerDate Sep<11>2014 17:19 Dec 29, 2021 Jkt 256001 FTC Act and other laws 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 it receives on or before January 31, 2022. For information on the Commission’s privacy policy, including routine uses permitted by the Privacy Act, see https://www.ftc.gov/site-information/ privacy-policy. Analysis of Agreement Containing Consent Orders To Aid Public Comment I. Introduction The Federal Trade Commission (‘‘Commission’’) has accepted for public comment, subject to final approval, an Agreement Containing Consent Orders (‘‘Consent Agreement’’) from Global Partners LP (‘‘Global’’) and Richard Wiehl (‘‘Wheels’’) (collectively, the ‘‘Respondents’’). The Consent Agreement is designed to remedy the anticompetitive effects that likely would result from Global’s proposed acquisition of retail fuel assets from Wheels. Under the terms of the proposed Decision and Order (‘‘Order’’) contained in the Consent Agreement, Respondents must divest certain retail fuel assets in five local markets in Connecticut to a Commission-approved buyer. Respondents must complete the divestiture within 20 days after the closing of the acquisition. The Commission has issued, and Respondents have agreed to comply with, 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 approved buyer acquires the divested assets. The Commission has placed the 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 comments received and decide whether it should withdraw, modify, or make the proposed Order final. II. The Respondents Respondent Global, a publicly traded independent owner, supplier, and operator of gasoline stations and convenience stores, is headquartered in Waltham, Massachusetts. Global operates approximately 1,550 retail fuel outlets, primarily in the Northeastern United States. Global also operates petroleum products terminals, through which it distributes gasoline, distillates, PO 00000 Frm 00012 Fmt 4703 Sfmt 4703 residual oil, and renewable fuels to wholesalers, retailers, and commercial customers. Respondent Wheels is a family-owned chain of retail service stations and convenience stores headquartered in Milford, Connecticut. It has approximately 27 retail locations in its network, all in Connecticut, which operate under the Wheels convenience store brand. All of Wheels’ retail outlets offer either Sunoco or Citgo branded fuel. Wheels also operates a small wholesale fuel distribution business serving 24 locations in Connecticut and New York under the Consumers Petroleum brand. III. The Proposed Acquisition On December 9, 2020, Global entered into an agreement to acquire the retail and wholesale fuel assets of Wheels and related entities (the ‘‘Acquisition’’). The Commission’s Complaint 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 five local markets in Connecticut, and additionally by substantially lessening competition for the retail sale of diesel fuel in four of those same local markets. IV. The Retail Sale of Gasoline The Commission’s Complaint 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’s Complaint 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 five local markets in and around the following cities: Fairfield, Connecticut; Bethel, Connecticut; Milford, Connecticut; Wilton, Connecticut; and Shelton, Connecticut. The relevant geographic markets in which to assess the competitive effects of the Acquisition E:\FR\FM\30DEN1.SGM 30DEN1 khammond on DSKJM1Z7X2PROD with NOTICES Federal Register / Vol. 86, No. 248 / Thursday, December 30, 2021 / Notices with respect to the retail sale of diesel fuel are the local markets in and around Fairfield, Bethel, Milford, and Shelton. 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 five highly concentrated markets for the retail sale of gasoline and four 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 where the Commission alleges harm, the Acquisition would reduce the number of competitively constraining independent market participants to three or fewer. Absent the Acquisition, Global and Wheels would continue to compete head-to-head in these local markets. Post-Acquisition, the combined entity would be able to raise prices unilaterally in markets where Global and Wheels are close competitors. 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 easily observe each other’s fuel prices. 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. VerDate Sep<11>2014 17:19 Dec 29, 2021 Jkt 256001 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 and uncertainty associated with obtaining necessary permits and approvals. V. The Consent Agreement The proposed Order would remedy the Acquisition’s likely anticompetitive effects by requiring Global to divest certain Global and Wheels retail fuel assets to Petroleum Marketing Investment Group, LLC (‘‘PMG’’) in each local market. PMG is an experienced operator of retail fuel sites and will be a new entrant into the local markets. The proposed Order requires that the divestiture be completed no later than 20 days after Global consummates the Acquisition. The proposed Order further requires Global and Wheels to maintain the economic viability, marketability, and competitiveness of each divestiture asset until the divestiture to PMG is complete. In addition to requiring outlet divestitures, the proposed Order requires Respondents to obtain prior approval from the Commission before acquiring retail fuel assets within a twomile driving distance of any divested outlet for ten years. The prior approval provision is necessary because an acquisition in close proximity to the divested assets likely would raise the same competitive concerns as the Acquisition. The proposed Order further requires PMG to obtain prior approval from the Commission for a period of three years before transferring any of the divested stations to any buyer, and for a period of seven years to any buyer with an interest in a retail fuel outlet within two miles of a divested station. The Consent Agreement contains additional provisions designed to ensure the effectiveness of the relief. For example, Respondents have agreed to an Order to Maintain Assets that will issue at the time the proposed Consent Agreement is accepted for public comment. The Order to Maintain Assets requires Respondents to operate and maintain each divestiture outlet in the normal course of business through the date the Respondents complete the divestiture. The proposed Order also includes a provision that allows the Commission to appoint an independent third party as a Monitor if necessary to oversee the Respondents’ compliance with the requirements of the Order. The purpose of this analysis is to facilitate public comment on the Consent Agreement and proposed Order to aid the Commission in determining whether it should make the proposed PO 00000 Frm 00013 Fmt 4703 Sfmt 4703 74415 Order final. This analysis is not an official interpretation of the proposed Order and does not modify its terms in any way. By direction of the Commission. Joel Christie, Acting Secretary. [FR Doc. 2021–28345 Filed 12–29–21; 8:45 am] BILLING CODE 6750–01–P DEPARTMENT OF HEALTH AND HUMAN SERVICES Centers for Medicare & Medicaid Services [Document Identifier: CMS–855O] Agency Information Collection Activities: Submission for OMB Review; Comment Request Centers for Medicare & Medicaid Services, Health and Human Services (HHS). ACTION: Notice. AGENCY: The Centers for Medicare & Medicaid Services (CMS) is announcing an opportunity for the public to comment on CMS’ intention to collect information from the public. Under the Paperwork Reduction Act of 1995 (PRA), federal agencies are required to publish notice in the Federal Register concerning each proposed collection of information, including each proposed extension or reinstatement of an existing collection of information, and to allow a second opportunity for public comment on the notice. Interested persons are invited to send comments regarding the burden estimate or any other aspect of this collection of information, including the necessity and utility of the proposed information collection for the proper performance of the agency’s functions, the accuracy of the estimated burden, ways to enhance the quality, utility, and clarity of the information to be collected, and the use of automated collection techniques or other forms of information technology to minimize the information collection burden. DATES: Comments on the collection(s) of information must be received by the OMB desk officer by January 31, 2022. 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. SUMMARY: E:\FR\FM\30DEN1.SGM 30DEN1

Agencies

[Federal Register Volume 86, Number 248 (Thursday, December 30, 2021)]
[Notices]
[Pages 74413-74415]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-28345]


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FEDERAL TRADE COMMISSION

[File No. 211 0050]


Global Partners LP and Richard Wiehl; Analysis of Agreement 
Containing Consent Order 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 Proposed 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 January 31, 2022.

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: ``Global 
Partners LP; File No. 211 0050'' 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 Street SW, 5th Floor, Suite 5610 (Annex 
D), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Kurt Herrera-Heintz (202-326-3542), 
Bureau of Competition, Federal Trade Commission, 400 7th Street SW, 
Washington, DC 20024.

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 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 January 31, 
2022. Write ``Global Partners LP; File No. 211 0050'' 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 protective actions in response to the COVID-19 pandemic and 
the agency's heightened security screening, postal mail addressed to 
the Commission will be delayed. 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 ``Global 
Partners LP; File No. 211 0050'' 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

[[Page 74414]]

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 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 https://www.regulations.gov--as legally required by FTC 
Rule 4.9(b)--we cannot redact or remove your comment from that 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 this matter. The FTC Act and other laws 
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 it receives on 
or before January 31, 2022. For information on the Commission's privacy 
policy, including routine uses permitted by the Privacy Act, see 
https://www.ftc.gov/site-information/privacy-policy.

Analysis of Agreement Containing Consent Orders To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted for 
public comment, subject to final approval, an Agreement Containing 
Consent Orders (``Consent Agreement'') from Global Partners LP 
(``Global'') and Richard Wiehl (``Wheels'') (collectively, the 
``Respondents''). The Consent Agreement is designed to remedy the 
anticompetitive effects that likely would result from Global's proposed 
acquisition of retail fuel assets from Wheels.
    Under the terms of the proposed Decision and Order (``Order'') 
contained in the Consent Agreement, Respondents must divest certain 
retail fuel assets in five local markets in Connecticut to a 
Commission-approved buyer. Respondents must complete the divestiture 
within 20 days after the closing of the acquisition. The Commission has 
issued, and Respondents have agreed to comply with, 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 approved buyer acquires the divested assets.
    The Commission has placed the 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 comments received 
and decide whether it should withdraw, modify, or make the proposed 
Order final.

II. The Respondents

    Respondent Global, a publicly traded independent owner, supplier, 
and operator of gasoline stations and convenience stores, is 
headquartered in Waltham, Massachusetts. Global operates approximately 
1,550 retail fuel outlets, primarily in the Northeastern United States. 
Global also operates petroleum products terminals, through which it 
distributes gasoline, distillates, residual oil, and renewable fuels to 
wholesalers, retailers, and commercial customers.
    Respondent Wheels is a family-owned chain of retail service 
stations and convenience stores headquartered in Milford, Connecticut. 
It has approximately 27 retail locations in its network, all in 
Connecticut, which operate under the Wheels convenience store brand. 
All of Wheels' retail outlets offer either Sunoco or Citgo branded 
fuel. Wheels also operates a small wholesale fuel distribution business 
serving 24 locations in Connecticut and New York under the Consumers 
Petroleum brand.

III. The Proposed Acquisition

    On December 9, 2020, Global entered into an agreement to acquire 
the retail and wholesale fuel assets of Wheels and related entities 
(the ``Acquisition''). The Commission's Complaint 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 five local markets in Connecticut, 
and additionally by substantially lessening competition for the retail 
sale of diesel fuel in four of those same local markets.

IV. The Retail Sale of Gasoline

    The Commission's Complaint 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's Complaint 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 five local markets in 
and around the following cities: Fairfield, Connecticut; Bethel, 
Connecticut; Milford, Connecticut; Wilton, Connecticut; and Shelton, 
Connecticut. The relevant geographic markets in which to assess the 
competitive effects of the Acquisition

[[Page 74415]]

with respect to the retail sale of diesel fuel are the local markets in 
and around Fairfield, Bethel, Milford, and Shelton.
    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 five highly concentrated markets for 
the retail sale of gasoline and four 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 where 
the Commission alleges harm, the Acquisition would reduce the number of 
competitively constraining independent market participants to three or 
fewer. Absent the Acquisition, Global and Wheels would continue to 
compete head-to-head in these local markets. Post-Acquisition, the 
combined entity would be able to raise prices unilaterally in markets 
where Global and Wheels are close competitors.
    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 
easily observe each other's fuel prices. 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 and 
uncertainty associated with obtaining necessary permits and approvals.

V. The Consent Agreement

    The proposed Order would remedy the Acquisition's likely 
anticompetitive effects by requiring Global to divest certain Global 
and Wheels retail fuel assets to Petroleum Marketing Investment Group, 
LLC (``PMG'') in each local market. PMG is an experienced operator of 
retail fuel sites and will be a new entrant into the local markets.
    The proposed Order requires that the divestiture be completed no 
later than 20 days after Global consummates the Acquisition. The 
proposed Order further requires Global and Wheels to maintain the 
economic viability, marketability, and competitiveness of each 
divestiture asset until the divestiture to PMG is complete.
    In addition to requiring outlet divestitures, the proposed Order 
requires Respondents to obtain prior approval from the Commission 
before acquiring retail fuel assets within a two-mile driving distance 
of any divested outlet for ten years. The prior approval provision is 
necessary because an acquisition in close proximity to the divested 
assets likely would raise the same competitive concerns as the 
Acquisition. The proposed Order further requires PMG to obtain prior 
approval from the Commission for a period of three years before 
transferring any of the divested stations to any buyer, and for a 
period of seven years to any buyer with an interest in a retail fuel 
outlet within two miles of a divested station.
    The Consent Agreement contains additional provisions designed to 
ensure the effectiveness of the relief. For example, Respondents have 
agreed to an Order to Maintain Assets that will issue at the time the 
proposed Consent Agreement is accepted for public comment. The Order to 
Maintain Assets requires Respondents to operate and maintain each 
divestiture outlet in the normal course of business through the date 
the Respondents complete the divestiture. The proposed Order also 
includes a provision that allows the Commission to appoint an 
independent third party as a Monitor if necessary to oversee the 
Respondents' compliance with the requirements of the Order.
    The purpose of this analysis is to facilitate public comment on the 
Consent Agreement and proposed Order to aid the Commission in 
determining whether it should make the proposed Order final. This 
analysis is not an official interpretation of the proposed Order and 
does not modify its terms in any way.

    By direction of the Commission.
Joel Christie,
Acting Secretary.
[FR Doc. 2021-28345 Filed 12-29-21; 8:45 am]
BILLING CODE 6750-01-P