Notice2021-28345
Global Partners LP and Richard Wiehl; Analysis of Agreement Containing Consent Order To Aid Public Comment
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 30, 2021
Issuing agencies
Federal Trade Commission
Abstract
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.
Full Text
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<title>Federal Register, Volume 86 Issue 248 (Thursday, December 30, 2021)</title>
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[Federal Register Volume 86, Number 248 (Thursday, December 30, 2021)]
[Notices]
[Pages 74413-74415]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[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.
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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 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 <a href="https://www.regulations.gov">https://www.regulations.gov</a> 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: <a href="https://www.ftc.gov/news-events/commission-actions">https://www.ftc.gov/news-events/commission-actions</a>.
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 <a href="https://www.regulations.gov">https://www.regulations.gov</a> 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 <a href="https://www.regulations.gov">https://www.regulations.gov</a> 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 <a href="https://www.regulations.gov">https://www.regulations.gov</a>, 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 <a href="https://www.regulations.gov">https://www.regulations.gov</a>--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 <a href="https://www.ftc.gov">https://www.ftc.gov</a> 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
<a href="https://www.ftc.gov/site-information/privacy-policy">https://www.ftc.gov/site-information/privacy-policy</a>.
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
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</html>Indexed from Federal Register on December 30, 2021.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.