[Federal Register Volume 77, Number 192 (Wednesday, October 3, 2012)]
[Notices]
[Pages 60461-60475]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-24336]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Standard Parking Corporation, KSPC Holdings, 
Inc. and Central Parking Corporation; Proposed Final Judgment and 
Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Stipulation, and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America v. Standard Parking Corporation, et al., Civil Action 
No. 1:12-cv-01598-RJL. On September 26, 2012, the United States filed a 
Complaint alleging that the proposed acquisition by Standard Parking 
Corporation of the parking business of KCPC Holdings, Inc., including 
its wholly owned subsidiary Central Parking Corporation, would violate 
Section 7 of the Clayton Act, 15 U.S.C. Sec.  18. The proposed Final 
Judgment, filed at the same time as the Complaint, requires Standard 
Parking Corporation, KCPC Holdings, Inc. and Central Parking 
Corporation to divest certain parking facilities in Atlanta, Georgia; 
Baltimore, Maryland; Bellevue, Washington; Boston, Massachusetts; 
Bronx, New York City, New York; Charlotte, North Carolina; Chicago, 
Illinois; Cleveland, Ohio; Columbus, Ohio; Dallas, Texas; Denver, 
Colorado; Fort Meyers, Florida; Fort Worth, Texas; Hoboken, New Jersey; 
Houston, Texas; Kansas City, Missouri; Los Angeles, California; Miami, 
Florida; Milwaukee, Wisconsin; Minneapolis, Minnesota; Nashville, 
Tennessee; Newark, New Jersey; New Orleans, Louisiana; Philadelphia, 
Pennsylvania; Phoenix, Arizona; Rego Park, New York City, New York; 
Richmond, Virginia; Sacramento, California; and Tampa, Florida.
    Copies of the Complaint, proposed Final Judgment and Competitive 
Impact Statement are available for inspection at the Department of 
Justice, Antitrust Division, Antitrust Documents Group, 450 Fifth 
Street NW., Suite 1010, Washington, DC 20530 (telephone: 202-514-2481), 
on the Department of Justice's Web site at http://www.usdoj.gov/atr, 
and at the Office of the Clerk of the United States District Court for 
the District of Columbia. Copies of these materials may be obtained 
from the Antitrust Division upon request and payment of the copying fee 
set by Department of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, including the name of the submitter, and 
responses thereto, will be posted on the U.S. Department of Justice, 
Antitrust Division's internet Web site, filed with the Court and, under 
certain circumstances, published in the Federal Register. Comments 
should be directed to Scott A. Scheele, Chief, Telecommunications and 
Media Section, Antitrust Division, Department of Justice, Washington, 
DC 20530, (telephone: 202-514-5621).

Patricia A. Brink,
Director of Civil Enforcement.

[[Page 60462]]



 
 
 
                      UNITED STATES DISTRICT COURT
                      FOR THE DISTRICT OF COLUMBIA
------------------------------------------------------------------------
UNITED STATES OF AMERICA                      )
United States Department of Justice           )
Antitrust Division                            )
450 Fifth Street NW., Suite 7000              )
Washington, DC 20530,                         )
                                              )
 Plaintiff                                    )
                                              )   Case no. 1:12-cv-01598
 v.                                           )
                                              )
STANDARD PARKING CORPORATION                  )
900 N. Michigan Avenue, Suite 1600            )
Chicago, Illinois 60611-1542                  )
                                              )
KCPC HOLDINGS, INC.                           )
c/o Kohlberg & Company                        )
111 Radio Circle                              )
Mt. Kisco, New York 10549                     )
                                              )
 and                                          )
                                              )
CENTRAL PARKING CORPORATION                   )
2401 21st Avenue South, Suite 200             )
Nashville, Tennessee 37212,                   )
                                              )
 Defendants                                   )
                                              )
-------------------------------------
 

COMPLAINT

    The United States of America (``United States''), acting under 
the direction of the Attorney General of the United States, brings 
this civil antitrust action against Defendants Standard Parking 
Corporation (``Standard''), and KCPC Holdings, Inc., including its 
wholly owned subsidiary, Central Parking Corporation (together, 
``Central''), to enjoin Standard's proposed acquisition of Central. 
The United States alleges as follows:

I. NATURE OF THE ACTION

    1. Pursuant to an Agreement and Plan of Merger dated February 
28, 2012, Standard proposes to acquire all the shares of Central 
from affiliates of Kohlberg & Co. LLC, Lubert-Adler Partners LP and 
Versa Capital Management LLC, who will in turn acquire minority 
interests in Standard with board representation. The transaction is 
valued at approximately $345-348 million in total, including cash, 
about 6.1 million shares of Standard's common stock, and assumption 
of Central's debt.
    2. The merger will combine the two largest nationwide operators 
of off-street parking facilities in the United States, in terms of 
parking facilities, spaces, and parking revenues, effectively 
doubling the size of Standard. Together, Standard and Central will 
operate about 4,400 parking facilities, with over 2.2 million 
parking spaces, and more than $1.5 billion in combined total 
revenues. In many of the markets where Standard and Central now 
compete, market concentration would increase substantially, and the 
merged entity would have a dominant share.
    3. Standard and Central are direct and substantial head-to-head 
competitors in providing off-street parking services to motorists, 
the consumers of such parking services, visiting the central 
business districts (``CBDs'') of various cities in the United 
States. In many of the cities where both Standard and Central 
operate, one of the two firms is the largest or among the largest 
operators of off-street parking services, and the other firm 
operates nearby parking facilities that constitute attractive 
competitive alternatives for consumers.
    4. Head-to-head competition between Standard and Central has 
benefitted consumers through lower prices and better services. The 
proposed merger threatens to end the substantial competition between 
Standard and Central in those areas where they operate competing 
parking facilities that are attractive alternatives for consumers, 
in violation of Section 7 of the Clayton Act.

II. THE DEFENDANTS

    5. Standard Parking Corporation, which is publicly held, is 
incorporated in Delaware and headquartered in Chicago, Illinois. It 
is one of the two largest operators of off-street parking facilities 
in the United States, with parking operations in 41 states and the 
District of Columbia. Standard operates approximately 2,200 parking 
facilities containing over 1.2 million parking spaces in hundreds of 
cities. More than 90% of its facilities and spaces are located in 
the United States, with some in Canada. Its portfolio includes 
leased and managed parking facilities, with about 90% of its 
facilities under management contracts. Standard's total reported 
revenues for 2011 were over $729 million, including more than $321 
million from leases and management contracts, and more than $408 
million from reimbursement of management contract expenses. Standard 
has grown in large part through several earlier mergers with other 
parking management companies, though none were as large as Central.
    6. Central Parking Corporation, which is privately held, is 
incorporated in Tennessee and headquartered in Nashville, Tennessee. 
Central Parking Corporation is a wholly owned subsidiary of KCPC 
Holdings, Inc., which is incorporated in Delaware and located at the 
address of its largest owner, Kohlberg & Company, in Mt. Kisco, New 
York. Central is the other of the two largest operators of off-
street parking facilities in the United States, with parking 
operations in 38 states and the District of Columbia and Puerto 
Rico. Central operates more than 2,200 parking facilities and 
approximately 1 million parking spaces. Its portfolio includes 
owned, leased and managed parking facilities, with most of its 
facilities under management contracts though many facilities are 
also leased. Central's total revenues for 2011 were in excess of 
$800 million.

III. JURISDICTION AND VENUE

    7. The United States brings this action under Section 15 of the 
Clayton Act, as amended, 15 U.S.C. Sec.  25, to prevent and restrain 
Defendants from violating Section 7 of the Clayton Act, 15 U.S.C. 
Sec.  18.
    8. In states where Defendants operate parking facilities, they 
serve motorists that cross state lines; provide centralized 
management services across state lines from their respective 
headquarters; and purchase substantial quantities of equipment, 
services and supplies in the flow of interstate commerce. The 
operation of off-street parking services by Standard and Central is 
thus an activity that substantially affects and is in the flow of 
interstate trade and commerce. Accordingly, this Court has 
jurisdiction over the subject matter of this action pursuant to 
Section 15 of the Clayton Act, 15 U.S.C. Sec.  25, and 28 U.S.C. 
Sec. Sec.  1331, 1337(a) and 1345.
    9. Defendants have consented to venue and personal jurisdiction 
in this judicial district.

[[Page 60463]]

Venue is therefore proper in this District under Section 12 of the 
Clayton Act, 15 U.S.C. Sec.  22, and 28 U.S.C. Sec.  1391(c).

IV. RELEVANT PRODUCT AND GEOGRAPHIC MARKETS

    10. The relevant product market in which to assess the likely 
competitive effects of the proposed merger is the provision of off-
street parking services.
    11. Consumers drive their vehicles to the CBDs of cities for 
work, business, shopping or entertainment. Off-street parking 
facilities are usually where they park their vehicles while they are 
in the city. These parking facilities include open lots, free-
standing garages, or parking garages located within commercial or 
residential buildings.
    12. Standard and Central, as operators of parking facilities, 
each offer consumers off-street parking services at facilities that 
the operator owns, leases, or manages. When an operator owns a 
parking facility, it is the proprietor of the business and sets the 
conditions of operation, including prices. When an operator leases a 
parking facility from the property owner, it pays the owner a set 
lease amount or sharing revenues with the owner, has substantial or 
complete control over pricing and other conditions of operation, and 
keeps all or a substantial share of the revenues. When an operator 
manages a parking facility for the owner of that facility, the 
operator commonly conducts competitive rate analyses of the parking 
prices in the area near the facility and recommends prices and other 
operating practices to the owner. In addition, the operator of a 
managed parking facility is not only compensated with a set 
management fee and reimbursement of a large part of its expenses in 
operating the facility, but also often receives a share of revenues 
or profits, giving the manager an incentive to operate the facility 
so as to maximize revenues and profits. Often, in such managed 
parking facilities, the incentives of the operator are the same or 
similar to those of the owner to maximize profits, especially as to 
non-tenant monthly customers, or transient (daily, hourly and event 
parking) customers.
    13. Off-street parking services are commonly offered to 
consumers on the basis of monthly, daily, hourly, and less-than-
hourly prices. In addition, such services are frequently offered to 
consumers at special prices for certain events in the area, or for 
lower demand times, including ``early-bird,'' evening, and overnight 
prices.
    14. On-street parking is generally not a practical substitute 
for off-street parking services. Off-street parking services provide 
many advantages over on-street parking. Off-street parking services 
can allow consumers to select a level of service (such as using a 
valet parking service instead of just self-parking), a feature not 
available with on-street parking. Off-street parking facilities 
often provide consumers with relative certainty about availability 
of suitable parking and the location and time that it will be 
available, especially for consumers who purchase monthly contracts. 
Off-street parking also offers consumers greater security for their 
vehicles, and in the case of a garage, the vehicles are sheltered 
from the elements, a feature not available with on-street parking. 
In addition, consumers usually can leave vehicles in an off-street 
parking facility as long as desired without the need to move them or 
``feed the meter,'' thereby eliminating the risk that the vehicles 
will receive parking tickets. On-street parking in CBDs is 
frequently only short-term parking, limited to a few hours and 
unavailable in certain locations at particular times of day, such as 
``rush hour,'' when more traffic lanes in CBDs need to be open. 
Finally, in most CBDs on-street parking is available only in small 
quantities compared with off-street parking.
    15. For all these reasons, the prospect that motorists would 
switch to on-street parking is unlikely to affect significantly 
pricing decisions of managers of off-street parking facilities.
    16. Consumers who decide to drive to the CBD rather than take 
public transportation do so for a variety of reasons, and public 
transportation is not a practical substitute for off-street parking. 
Thus, the possibility of traveling to a CBD by public transportation 
is not likely to be a significant constraint on pricing decisions of 
managers of off-street parking facilities, even where adequate 
public transportation is available in a city.
    17. Competition among off-street parking facilities occurs in 
CBDs and smaller areas within the CBDs of cities across the United 
States. Defendants' managers make pricing decisions and 
recommendations to owners for each facility based on market 
conditions within a few blocks of that facility.
    18. For convenience, motorists park near their destination, 
typically within a few blocks, since they need to walk the remainder 
of the way to their destination.
    19. Consumers faced with a small but significant and 
nontransitory increase in off-street parking prices near their 
destinations would not turn to more distant parking facilities, on-
street parking, or public transportation in sufficient numbers to 
render the price increase unprofitable. Therefore, the provision of 
off-street parking services is a relevant product market, and a line 
of commerce within the meaning of Section 7 of the Clayton Act. In 
addition, the relevant geographic markets within which to assess the 
likely anticompetitive effects of the proposed merger are no larger 
than CBDs of cities, and commonly consist of considerably smaller 
areas of CBDs that encompass those off-street parking facilities 
within a few blocks of a destination for consumers. These areas are 
``sections of the country'' within the meaning of Section 7 of the 
Clayton Act.
    20. The relevant geographic markets for off-street parking 
services, where Standard and Central both operate parking facilities 
close enough to be attractive competitive alternatives to customers, 
are contained within areas of the CBDs in the following 29 cities or 
parts of cities in the United States: (1) Atlanta, GA; (2) 
Baltimore, MD; (3) Bellevue, WA; (4) Boston, MA; (5) New York City 
(Bronx), NY; (6) Charlotte, NC; (7) Chicago, IL; (8) Cleveland, OH; 
(9) Columbus, OH; (10) Dallas, TX; (11) Denver, CO; (12) Fort Myers, 
FL; (13) Fort Worth, TX; (14) Hoboken, NJ; (15) Houston, TX; (16) 
Kansas City, MO; (17) Los Angeles, CA; (18) Miami, FL; (19) 
Milwaukee, WI; (20) Minneapolis, MN; (21) Nashville, TN; (22) New 
Orleans, LA; (23) Newark, NJ; (24) Philadelphia, PA; (25) Phoenix, 
AZ; (26) New York City (Rego Park), NY; (27) Richmond, VA; (28) 
Sacramento, CA; and (29) Tampa, FL.

V. UNLAWFUL COMPETITIVE EFFECTS

    21. Standard and Central are direct and substantial competitors 
in offering off-street parking services to consumers. Standard and 
Central compete on the prices charged to consumers and on the terms 
and conditions and other services offered to consumers, including 
hours of operation, the mixture of parking options offered (e.g., 
monthly contracts, ``early-bird'' or evening specials), cleanliness 
and security of facilities, and the skill, efficiency and courtesy 
of staff.
    22. Standard and Central establish, either unilaterally or in 
cooperation with the owners of the parking facilities, parking 
prices and terms and conditions of services in order to attract 
consumers to the facilities they operate and to maximize the 
profitability of their various parking facilities. Generally, prices 
and services are established on a location-by-location basis. In 
recommending and determining prices and services, Standard and 
Central take into consideration a variety of factors, including the 
prices charged by nearby competing firms and other local market 
conditions, including the demand for off-street parking and the 
availability of other off-street parking locations.
    23. In the relevant geographic markets for off-street parking 
services, the proposed merger threatens substantial and serious harm 
to consumers. On its own or in cooperation with the owners of the 
parking facilities Standard operates, Standard could profitably 
unilaterally raise prices to consumers, or reduce the quantity or 
quality of services offered.
    24. In some of the relevant geographic markets, there are no 
other competing parking facilities that would be attractive 
competitive alternatives to consumers using the facilities operated 
by either Central or Standard, so that the merger would give rise to 
a monopoly. In other relevant geographic markets, there are other 
competitors present, but the number of the other facilities and 
their capacities are insufficient to preclude the exercise of market 
power by a merged Standard and Central. In all of the geographic 
markets identified, the merger of Standard and Central would result 
in at least a moderately concentrated market and in the great 
majority of cases a highly concentrated market, as measured by the 
Herfindahl-Hirschman Index (``HHI''), which is defined and explained 
in Appendix A to this Complaint, leaving one firm operating at least 
35%, and often much more than that, of the total parking capacity. 
In all of the relevant geographic markets, the merger of Standard 
and Central would also result in a significant increase in 
concentration in the market following the merger, reflected by an 
increase in the HHI of at least 200 points, and, in the great 
majority of cases, by several hundred or even more than 1000 points.

[[Page 60464]]

VI. DIFFICULTY OF ENTRY

    25. Creation of new parking facilities and spaces in CBDs is 
largely a by-product of other decisions, such as whether to build or 
tear down a building, which are not directly related to the demand 
for, or changes in the price of, parking services. The creation of a 
significant number of new parking spaces in a CBD would not be 
timely, likely, or sufficient to prevent anticompetitive effects 
from the merger of Standard and Central in each of the affected 
markets. Other operators of parking facilities can enter only to the 
extent that capacity is available, and in the parking industry 
leases and management contracts typically run for periods of several 
years and are usually awarded to the incumbent operator by the 
owners when they come up for renewal. There can be no expectation 
that existing leases or management contracts currently held by 
Standard and Central would be transferred to new operators in a 
manner that would be timely, likely or sufficient to prevent 
anticompetitive effects from the merger in the affected markets.

VII. VIOLATIONS ALLEGED

    26. The proposed merger between Standard and Central is likely 
substantially to lessen competition in interstate trade and 
commerce, in violation of Section 7 of the Clayton Act, 15 U.S.C. 
Sec.  18.
    27. The effect of the proposed merger, if consummated, may be 
the substantial lessening of competition in the relevant product and 
geographic markets by, among other things:
    a. eliminating Central as an effective independent competitor of 
Standard in the sale of off-street parking services;
    b. eliminating or reducing substantial competition between 
Standard and Central for the sale of off-street parking services; 
and
    c. providing Standard with the ability to exercise market power 
by raising prices or reducing the quality of services offered for 
off-street parking services.

VIII. REQUESTED RELIEF

    28. The United States respectfully requests that this Court: (a) 
adjudge and decree that the merger of Standard and Central would be 
unlawful and violate Section 7 of the Clayton Act; (b) preliminarily 
and permanently enjoin and restrain Defendants and all other persons 
acting on their behalf from consummating the proposed merger of 
Standard and Central as expressed in their merger agreement dated on 
or about February 28, 2012, or from entering into or carrying out 
any other contract, agreement, understanding or plan, the effect of 
which would be to combine the businesses or assets of Standard and 
Central; (c) award the United States its costs for this action; and 
(d) award the United States such other and further relief as the 
Court deems just and proper.
    Respectfully submitted,
FOR PLAINTIFF UNITED STATES OF AMERICA:
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/s/
Joseph F. Wayland
Acting Assistant Attorney General

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/s/
Renata B. Hesse (D.C. Bar No. 466107)
Deputy Assistant Attorney General

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/s/
Carl Willner (D.C. Bar No. 412841)*
 Michael J. Hirrel (D.C. Bar No. 940353)
Alvin H. Chu
Trial Attorneys
United States Department of Justice
Antitrust Division
Telecommunications and Media Enforcement Section
450 Fifth Street NW., Suite 7000
Washington, DC 20530
Phone: (202) 514-5813
Facsimile: (202) 514-6381
Email: [email protected]

*Attorney of Record

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/s/
Patricia A. Brink
Director of Civil Enforcement

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/s/
Scott A. Scheele (D.C. Bar No. 429061)
Chief, Telecommunications and Media Enforcement Section

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/s/
Lawrence M. Frankel (D.C. Bar No. 441532)
Assistant Chief, Telecommunications and Media
Enforcement Section
Dated: September 26, 2012

APPENDIX A

Herfindahl-Hirschman Index

    The term ``HHI'' means the Herfindahl-Hirschman Index, a 
commonly accepted measure of market concentration. The HHI is 
calculated by squaring the market share of each firm competing in 
the market and then summing the resulting numbers. For example, for 
a market consisting of four firms with shares of 30, 30, 20, and 20 
percent, the HHI is 2,600 (302 + 302 + 202 + 202 = 2,600). The HHI 
takes into account the relative size distribution of the firms in a 
market. It approaches zero when a market is occupied by a large 
number of firms of relatively equal size and reaches its maximum of 
10,000 points when a market is controlled by a single firm. The HHI 
increases both as the number of firms in the market decreases and as 
the disparity in size between those firms increases.
    Markets in which the HHI is between 1,500 and 2,500 points are 
considered to be moderately concentrated, and markets in which the 
HHI is in excess of 2,500 points are considered to be highly 
concentrated. See Horizontal Merger Guidelines Sec.  5.3 (issued by 
the U.S. Department of Justice and the Federal Trade Commission on 
Aug. 19, 2010). Transactions that increase the HHI by more than 200 
points in highly concentrated markets will be presumed to be likely 
to enhance market power. Id. Mergers resulting in highly 
concentrated markets that involve an increase in the HHI of between 
100 points and 200 points potentially raise significant competitive 
concerns and often warrant scrutiny. Id.

 
 
 
        UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
------------------------------------------------------------------------
                                              )
UNITED STATES OF AMERICA,                     )
                                              )
 Plaintiff,                                   )
                                              )
 v.                                           )   Case no. 1:12-cv-01598
                                              )
STANDARD PARKING CORPORATION,                 )
KCPC HOLDINGS, INC., and                      )
CENTRAL PARKING CORPORATION,                  )
                                              )
 Defendants.                                  )
                                              )
-------------------------------------
 

COMPETITIVE IMPACT STATEMENT

    Plaintiff United States of America (``United States''), pursuant 
to Section 2(b) of the Antitrust Procedures and Penalties Act 
(``APPA'' or ``Tunney Act''), 15 U.S.C. Sec.  16(b)-(h), files this 
Competitive Impact Statement relating to the proposed Final Judgment 
submitted for entry in this civil antitrust proceeding.

I. NATURE AND PURPOSE OF THE PROCEEDING

    Defendants Standard Parking Corporation (``Standard'') and KCPC 
Holdings, Inc. entered into an agreement on February 28,

[[Page 60465]]

2012, by which Standard will acquire KCPC Holdings, Inc. and its 
wholly owned subsidiary, Defendant Central Parking Corporation 
(together ``Central''), for approximately $345 million. This 
transaction will combine the two largest nationwide operators of 
off-street parking facilities, who compete in providing parking 
services in numerous cities throughout the United States. The United 
States filed a civil antitrust Complaint on September 26, 2012, 
seeking to enjoin the proposed acquisition. The Complaint alleges 
that the likely effect of this acquisition would be to lessen 
competition substantially for off-street parking services in various 
local geographic markets in 29 specified cities, or parts of cities, 
throughout the United States, in violation of Section 7 of the 
Clayton Act, 15 U.S.C. Sec.  18. This loss of competition likely 
would result in higher prices and lower quality of services for off-
street parking in the affected local geographic markets.
    At the same time the Complaint was filed, the United States also 
filed an Asset Preservation Stipulation and Order (``Stipulation'') 
and proposed Final Judgment, which are designed to eliminate the 
anticompetitive effects of the acquisition. Under the proposed Final 
Judgment, which is explained more fully below, Defendants will be 
required within a specified time to divest their interests in at 
least 107 identified parking facilities in the affected local 
geographic markets, including the parking facility leases or 
management contracts (``parking facility agreements'') under which 
they operate those parking facilities on behalf of the owners. Under 
the terms of the Stipulation, Standard and Central will ensure that 
each of the parking facilities to be divested continues to be 
operated as a competitively and economically viable ongoing business 
concern during the pendency of the ordered divestiture.
    The United States and Defendants have stipulated that the 
proposed Final Judgment may be entered after compliance with the 
APPA. Entry of the proposed Final Judgment would terminate this 
action, except that the Court would retain jurisdiction to construe, 
modify, or enforce the provisions of the proposed Final Judgment and 
to punish violations thereof.

II. DESCRIPTION OF THE EVENTS GIVING RISE TO THE ALLEGED VIOLATION

A. The Defendants and the Proposed Transaction

    Standard and Central are the two largest nationwide operators of 
off-street parking facilities in the United States. Together, 
Standard and Central will operate about 4,400 parking facilities 
with over 2.2 million parking spaces and more than $1.5 billion in 
combined total revenues.
    Standard, a publicly held Delaware corporation with its 
headquarters in Chicago, Illinois, has parking operations in 41 
states and the District of Columbia. Standard operates approximately 
2,200 parking facilities containing over 1.2 million parking spaces 
in hundreds of cities. Standard's portfolio includes both leased and 
managed parking facilities, with about 90% of its facilities under 
management contracts. Standard's total reported revenues for 2011 
were more than $729 million.
    Central Parking Corporation, a privately held Tennessee 
corporation with its headquarters in Nashville, Tennessee, is a 
wholly owned subsidiary of KCPC Holdings, Inc., a Delaware 
corporation with its principal place of business in Mt. Kisco, New 
York. Central has parking operations in 38 states along with the 
District of Columbia and Puerto Rico, and operates more than 2,200 
parking facilities and approximately 1 million parking spaces. 
Central's portfolio includes owned, leased and managed parking 
facilities, with most of its facilities under management contracts 
though many facilities are also leased. Central's total revenues for 
2011 were in excess of $800 million.
    Pursuant to an Agreement and Plan of Merger dated February 28, 
2012, Standard will acquire KCPC Holdings, Inc. and its wholly owned 
subsidiary, Central Parking Corporation, from the owners of Central. 
The transaction is valued at approximately $345-348 million in 
total, including cash compensation, about 6.1 million shares of 
common stock amounting to a 28% interest in Standard, and assumption 
by Standard of Central's debt.
    The proposed transaction, as initially agreed to by Defendants, 
would substantially lessen competition in local geographic markets 
in 29 cities, or parts of cities, throughout the United States where 
Standard and Central are close competitors, as stated in the 
Complaint.

B. The Competitive Effects of the Transaction on Off-Street Parking 
Services

    Standard and Central are both in the business of providing off-
street parking services to consumers in hundreds of cities 
throughout the United States. Defendants act principally as 
operators of parking facilities owned by others, entering into 
leases or management contracts with the owners or agents of the 
owners to operate the facilities (though Central still has a few 
owned facilities). Standard and Central supply employees and 
equipment, as well as back-office support from their regional and 
headquarters management.
    Standard and Central, as operators of parking facilities, are 
direct and substantial head-to-head competitors in providing off-
street parking services. The consumers of off-street parking 
services are motorists visiting the central business districts 
(CBDs) of numerous cities, or parts of cities, throughout the United 
States. In many of the geographic markets where Standard and Central 
now compete, one of the two firms is the largest or among the 
largest operators of off-street parking services, and the other firm 
operates nearby parking facilities that constitute attractive 
competitive alternatives for consumers. Therefore, as a result of 
the merger of Standard and Central, in many of the markets where 
these firms now compete, market concentration would increase 
substantially, and the merged entity would have a dominant share. 
Head-to-head competition between Standard and Central has benefitted 
consumers through lower prices and better services, and the proposed 
merger threatens to end this substantial competition in areas where 
both firms operate competing parking facilities that are attractive 
alternatives for consumers.
    As alleged in the Complaint, the relevant product market is the 
provision of off-street parking services. When consumers drive their 
vehicles to CBDs of cities, or parts of cities, whether for work, 
business, shopping or entertainment, they primarily park their 
vehicles in off-street parking facilities. These parking facilities 
can be open lots, free-standing garages, or parking garages located 
within commercial or residential buildings. Off-street parking 
services are commonly offered to consumers with varying price 
structures, for monthly, daily, hourly, or less-than-hourly parking. 
In addition, special prices can be offered for certain events in the 
area, such as sports games, concerts or theatre productions, or for 
lower demand times, such as ``early- bird,'' evening and overnight 
prices.
    On-street parking is generally not a practical substitute for 
off-street parking services. Off-street and on-street parking are 
distinct services, with off-street parking services providing many 
advantages over on-street parking. Off-street parking services can 
allow customers to select a level of service (e.g., using a valet 
parking service instead of just self-parking), a feature not 
available with on-street parking. In addition, off-street parking 
services provide consumers with relative certainty about 
availability of suitable parking, particularly for customers who 
purchase monthly off-street parking contracts. Off-street parking 
offers greater security, and, with garages, shelter from the 
elements. On-street parking is limited and is also frequently only 
short-term parking, which may be unavailable in certain locations or 
at particular times of day. With off-street parking, customers 
usually do not need to ``feed the meter,'' nor do they need to move 
their vehicles periodically to comply with traffic restrictions and 
avoid parking tickets. For all these reasons, as alleged in the 
Complaint, the prospect that motorists would switch to on-street 
parking is unlikely to affect significantly the pricing decisions of 
managers of off-street parking facilities.
    Likewise, the possibility of consumers traveling to a CBD by 
public transportation, even where adequate public transportation is 
available, is not an alternative that is likely to be a significant 
constraint on pricing decisions at off-street parking facilities. 
Consumers decide to drive to a CBD rather than take public 
transportation for a variety of reasons, including the need to have 
a car available, and the inconvenience of using public 
transportation to reach their homes, workplaces or other 
destinations.
    There are a variety of arrangements by which Central and 
Standard, as well as other operators of parking facilities, obtain 
the rights to offer parking services in those facilities, including 
direct ownership, leases, and management contracts with the owners 
of the facilities. An operator that owns a parking facility is the 
proprietor of the business and sets the conditions of operation, 
including prices. Direct ownership by these operators is now rare, 
though still used occasionally by Central.
    Leasing is used by both Central and Standard, with Central using 
it more

[[Page 60466]]

frequently. An operator that leases a parking facility from the 
property owner pays the owner a set lease amount or shares some of 
the parking revenues with the owner, and retains substantial or 
complete control over pricing and other conditions of operation. The 
lessee operating the facility generally assumes the risk that the 
facility will be unprofitable and is responsible for the costs of 
operation.
    Management contracts are now the most common form under which 
parking facilities are operated by both Standard and Central, and 
especially so for Standard. When an operator manages a parking 
facility for the owner, the operator is commonly compensated with a 
set management fee and reimbursement of a large part of its expenses 
in operating the facility, avoiding the risk of loss that a lessee 
faces. In addition, the operator often receives a share of revenues 
or profits as specified in the management contract, providing a 
financial incentive to the manager to operate the facility so as to 
maximize revenues and profits.
    In managed parking facilities, the incentives of the operator 
are often the same as or similar to those of the owner: to maximize 
profits, especially as to non-tenant monthly customers or transient 
(daily, hourly and event parking) customers, who do not have a 
special relationship with the owner of the building in which the 
facility is located. An operator such as Standard or Central 
managing a parking facility for an owner commonly conducts 
competitive rate analyses of the parking market in the area near the 
facility and recommends conditions of business operation, including 
prices, to the owner. Even if owners are not obliged to accept such 
recommendations, they often do, relying on the expertise of the 
operator to help them maximize their revenues and profits from the 
facility. For all these reasons, parking facilities managed by 
either Standard or Central, as well as ones leased or owned by 
Standard or Central, have been considered as part of the competitive 
analysis in evaluating the impact of this merger.
    Though the process of identifying relevant geographic markets 
for parking services and the competitors in those markets can be 
complex, the underlying principle guiding this process is well 
understood in the parking industry. As reflected in the competitive 
rate analyses conducted by the parking operators, motorists park 
near their destinations, typically within a few blocks of where they 
are going. Consumers faced with a small but significant and 
nontransitory increase in parking prices for the parking facilities 
near their destinations would not turn to more distant parking 
facilities in sufficient numbers to render the price increase 
unprofitable. Parking managers for Central, Standard, and other 
competitors in the industry make their pricing decisions or 
recommendations separately for each facility, based on market 
conditions within a few blocks of that facility. Therefore, the 
relevant geographic markets within which the likely competitive 
effects of this merger have been assessed are no larger than the 
CBDs of individual cities, or parts of cities, where Standard and 
Central both have parking facilities, and commonly consist of 
considerably smaller areas of the CBDs that encompass those off-
street parking facilities within a few blocks of a destination for 
consumers.
    Two methods have been used to identify relevant geographic 
markets. In most cases, the geographic market is based on 
overlapping pairs of parking facilities, one operated by Central and 
one by Standard, that are within close enough walking distance 
typically to be considered by customers as alternatives for parking. 
The extent of the overlap between the Standard and Central 
facilities is the area containing consumer destinations for which 
the Standard and Central facilities compete to provide parking. This 
analysis then determines which facilities of other competitors would 
be considered within close enough walking distance to that overlap 
area to be alternatives to the customers for which Standard or 
Central compete. In some cases, where there is a single attraction 
likely to draw a large part of the parking business in an area, such 
as a sports stadium, or where one of the overlapping facilities of 
the parties is not open to the general public but the other is and 
could serve as a competitive alternative to parkers in the first, 
the geographic market includes all other parking facilities within 
close enough walking distance of the attraction or restricted 
facility that consumers would be likely to consider them as 
alternatives.
    This process has led to the identification of numerous relevant 
geographic markets for off-street parking services within the CBDs 
of cities, or parts of cities, where Standard and Central both 
operate, each consisting of areas containing several city blocks 
around the parking facilities at issue. Within one or multiple such 
areas in 29 cities, or parts of cities, and 21 states of the United 
States, as listed below, Standard and Central both operate parking 
facilities close enough to be attractive competitive alternatives to 
customers, and a likelihood of competitive harm arises as a result 
of this merger in view of the extent of competition in those 
markets:

Atlanta, GA
Baltimore, MD
Bellevue, WA
Boston, MA
New York City (Bronx), NY
Charlotte, NC
Chicago, IL
Cleveland, OH
Columbus, OH
Dallas, TX
Denver, CO
Fort Myers, FL
Fort Worth, TX
Hoboken, NJ
Houston, TX
Kansas City, MO
Los Angeles, CA
Miami, FL (including Coral Gables, FL)
Milwaukee, WI
Minneapolis, MN
Nashville, TN
New Orleans, LA
Newark, NJ
Philadelphia, PA
Phoenix, AZ
New York City (Rego Park), NY
Richmond, VA
Sacramento, CA
Tampa, FL

    In the relevant geographic markets, substantial competitive harm 
to consumers is likely to result from this merger in off-street 
parking services, as alleged in the Complaint. The proposed merger 
would substantially increase Standard's market shares in the 
relevant geographic markets, and it would place in Standard's hands 
substantial control over prices and services available to consumers. 
On its own or in cooperation with the owners of parking facilities, 
who often have the same or similar incentives to Standard to 
maximize profits, Standard could profitably unilaterally raise 
prices to consumers, or reduce the quantity or quality of services 
offered.
    Standard and Central now compete in these relevant geographic 
markets in several respects, including the prices charged; hours of 
operation; the mixture of parking operations offered, such as 
monthly contracts, ``early-bird,'' and evening specials; cleanliness 
and security of facilities; and the skill, efficiency and courtesy 
of staff. When Standard and Central determine, or recommend to 
owners, prices and terms of service, they take into consideration a 
variety of factors relevant to competition in the local geographic 
market in which a specific facility operates, including local market 
conditions such as the demand for off-street parking and the 
availability of other off-street parking locations, and the prices 
charged by available competing firms in the local geographic market.
    Following the merger, in some of the relevant geographic 
markets, there would be no other parking facilities that would be 
competitive alternatives to Central or Standard facilities, so that 
the merger would create a monopoly. More often, in the relevant 
geographic markets, some other competitors are present, but the 
number of their facilities and the capacities of those facilities 
are insufficient to preclude the exercise of market power by a 
merged Standard and Central. Control over a large share of available 
parking capacity in a local geographic market is likely to give rise 
to the ability to exert market power unilaterally over prices and 
terms of service for off-street parking in that area.
    Market shares in the relevant geographic markets have generally 
been assessed based on total capacity of parking facilities in terms 
of parking spaces, for both Standard and Central, and for competing 
facilities that would be attractive alternatives to their customers. 
In all of the local geographic markets identified for off-street 
parking services, the merger of Standard and Central would result in 
the merged firm having at least 35%, and often much more than that, 
of the total parking capacity. In all of these markets, the merger 
would result in at least a moderately concentrated market and in the 
great majority of cases a highly concentrated market, as measured by 
the Herfindahl-Hirschman Index (``HHI'').\1\ In addition, in all

[[Page 60467]]

of the geographic markets identified, the merger of Standard and 
Central would also result in a significant increase in concentration 
in the market following the merger, reflected by an increase in the 
HHI of at least 200 points. Under the Horizontal Merger Guidelines, 
the combination of a highly concentrated market and an increase in 
concentration of at least 200 points gives rise to a presumption of 
competitive harm. Indeed, in the great majority of the relevant 
geographic markets, the merger would result in an increase in 
concentration of several hundred points, or of even more than 1000 
points, as measured by the HHI.
---------------------------------------------------------------------------

    \1\ The term ``HHI'' means the Herfindahl[hyphen]Hirschman 
Index, a commonly accepted measure of market concentration. The HHI 
is calculated by squaring the market share of each firm competing in 
the market and then summing the resulting numbers. The agencies 
generally consider markets in which the HHI is in excess of 2,500 
points to be highly concentrated. See U.S. Department of Justice & 
FTC, Horizontal Merger Guidelines Sec.  5.3 (2010). Transactions 
that increase the HHI by more than 200 points in highly concentrated 
markets are presumed likely to enhance market power under the 
Horizontal Merger Guidelines issued by the Department of Justice and 
the Federal Trade Commission. See id.
---------------------------------------------------------------------------

    Entry of new off-street parking capacity would not be likely, 
timely, or sufficient to remedy the competitive harm otherwise 
likely to result from this merger, in any of the affected relevant 
geographic markets. That is because creation of new parking 
facilities and spaces in CBDs is largely a by-product of other 
decisions, such as whether to build or tear down a building, that 
are not directly related to the demand for, or changes in the price 
of, parking services in that area. Given the local character of 
competition, the cost of land, the limited availability of 
substitutable parking facilities, and the alternative options for 
the use of convenient land in the market, new entry of parking 
capacity cannot be viewed as a response likely to make a small but 
significant and nontransitory price increase unprofitable.
    Other operators of parking facilities can enter only to the 
extent that capacity is available. Assuming that new capacity has 
not been built, new operators could only enter in a way that might 
alter Standard's and Central's dominant position in a relevant 
market by taking capacity from them. But in the parking industry, 
leases and management contracts typically run for periods of several 
years, and are usually awarded to the incumbent operators by the 
owners when they come up for renewal. Given these practices, it 
cannot be expected that existing leases or management contracts 
currently held by Standard and Central would be transferred to new 
operators in a manner that would be timely, likely or sufficient to 
prevent anticompetitive effects from the merger in the affected 
markets.

III. EXPLANATION OF THE PROPOSED FINAL JUDGMENT

    The divestiture in the proposed Final Judgment will eliminate 
the anticompetitive effects of the acquisition in off-street parking 
services in the relevant geographic markets in 29 cities, or parts 
of cities, by providing for the divestiture of the parking 
businesses of Central or Standard in those markets involving 107 or 
108 named parking facilities.\2\ Such a divestiture most commonly 
will involve the sale of Standard's or Central's interests in the 
parking facilities in those markets, including its parking facility 
lease or management agreements, to a different operator or 
operators, thereby establishing the divested facility as an 
economically viable competitor independent of Standard. In some 
cases, as provided by Paragraph IV.K of the proposed Final Judgment, 
the Defendants may elect to accomplish a divestiture by terminating 
Standard's or Central's parking facility agreement for the specified 
facility--or letting the agreement expire without renewal at the end 
of its natural term--after notice to the affected facilities owners. 
This alternative may be particularly relevant in the case of 
agreements with a very short remaining term that could be difficult 
to sell. In these cases, the owner of the parking facility would 
select a new operator for the facility following the divestiture.
---------------------------------------------------------------------------

    \2\ The reason why there is not a single number for the total 
parking facilities to be divested is that Defendants have the option 
in one city, Milwaukee, WI, to accomplish the required divestiture 
in the relevant geographic markets through either three parking 
facilities currently operated by Standard, or four parking 
facilities currently operated by Central. In either form, the 
divestiture would be sufficient to remedy competitive harm in those 
markets.
---------------------------------------------------------------------------

    The proposed Final Judgment requires Defendants, within 90 days 
after the filing of the Complaint, or 5 days after notice of the 
entry of the Final Judgment by the Court, whichever is later, to 
divest, as a viable ongoing parking service business, all of their 
interests in each of the Parking Facilities listed in Schedule A to 
the proposed Final Judgment. Defendants are required to use their 
best efforts to accomplish the divestitures ordered as expeditiously 
as possible, and the United States has the sole discretion, under 
Paragraph IV.D of the proposed Final Judgment, to extend the time 
period for any divestiture, but not for more than 90 additional 
days. Such extensions can be granted by the United States on an 
individual basis for any facility, but the United States expects it 
will take into account both the extent of the efforts Defendants 
have made to divest the facility within the original time provided, 
and the prospects that they will succeed in doing so within the 
additional time that the extension would permit.
    ``Parking Facilities'' are defined in the proposed Final 
Judgment, Paragraph II.E, to mean all of Defendant's interests in 
the properties listed in Schedule A, including but not limited to 
Parking Facility Agreements (whether leases, management agreements 
or otherwise). In turn, ``Parking Facility Agreements'' are defined 
in Paragraph II.D of the proposed Final Judgment as all agreements 
that are related to the management of off-street parking facilities 
as listed in Schedule A, and are between or among the Defendants and 
the owners or their agents of the properties listed in Schedule A. 
Defendants must also divest all other tangible and intangible assets 
used by them primarily in connection with those properties, such as: 
the other contracts (whether with employees, customers or 
otherwise); equipment and other property; customer lists, business 
accounts and records, and market research data for the individual 
Parking Facilities; manuals and instructions provided to employees; 
and other physical assets they may have associated with their 
operation of the specific properties. This would not include, 
however, assets such as centralized systems software, that are 
located outside the Parking Facilities and that do not relate 
primarily to the properties listed on Schedule A. Thus, Defendants 
will be able to retain back-office systems or other assets and 
contracts used at the corporate level to support multiple parking 
facilities, which they would need to conduct their remaining 
operations, and which other purchasers experienced in the operation 
of parking facilities could supply for themselves.
    The Parking Facility assets must be divested in such a way as to 
satisfy the United States in its sole discretion that the operations 
can and will be operated by the purchaser as a viable, ongoing 
business that can compete effectively in the relevant market. This 
means, for example, that the United States retains the right to 
preclude Defendants from divesting their interests in a Parking 
Facility to a purchaser that in its view would not have the support 
systems or other needed centralized capabilities to continue the 
effective competitive operation of the facility. Defendants must 
take all reasonable steps necessary to accomplish the divestiture 
quickly and shall cooperate with prospective purchasers.
    Defendants are also obliged, under Paragraph IV.E of the 
proposed Final Judgment, to provide information to acquirers 
concerning the personnel involved in the operation of any Parking 
Facility, so as to make offers of employment, and not to interfere 
with negotiations by any acquirer to employ a person currently 
employed by a Defendant whose primary responsibility concerns the 
parking service business of that Parking Facility. This includes, 
for example, removing impediments to the employees accepting such 
employment, such as non-compete agreements, which also may not be 
enforced with respect to any employee whose responsibilities at a 
local or regional level include a Parking Facility and whose 
employment terminates within six months of the date after this 
merger is completed.
    Defendants are required, under Paragraphs IV.B and C of the 
proposed Final Judgment, to cooperate with prospective acquirers of 
the Parking Facilities, by furnishing them information and documents 
about the Parking Facilities as customarily provided in a due 
diligence process, and giving them reasonable access to personnel 
and other documents and information, and the ability to make 
inspection of the Parking Facilities. They are also required not to 
take any action that would impede the operation of any parking 
business connected with the Parking Facilities, or take any action 
that would impede divestiture, under Paragraph IV.G.
    In the event that Defendants do not accomplish the divestiture 
within the periods prescribed in the proposed Final Judgment, the 
Final Judgment provides in Section VI that upon application of the 
United States the

[[Page 60468]]

Court will appoint a trustee selected by the United States to effect 
the divestiture. The appointment of a trustee can be made 
individually for any Parking Facility, so that some facilities, for 
example, might be assigned to the trustee even as extensions of time 
are granted by the United States for the Defendants to complete the 
divestitures of others, and those Parking Facilities might also be 
assigned to the trustee later if the Defendants fail to complete the 
divestiture within the extended time.
    If a trustee is appointed, the proposed Final Judgment provides 
that Defendants will pay all costs and expenses of the trustee. The 
trustee's commission will be structured so as to provide an 
incentive for the trustee based on the price obtained and the speed 
with which the divestiture is accomplished. The Defendants will have 
no right to object to a divestiture by the trustee on any ground 
other than malfeasance.
    After his or her appointment becomes effective, the trustee will 
file monthly reports with the Court and the United States setting 
forth his or her efforts to accomplish the divestiture. At the end 
of six months from the time that the trustee has assumed 
responsibility for divestiture of any individual Parking Facility, 
if the divestiture has not been accomplished, the trustee and the 
United States will make recommendations to the Court, which shall 
enter such orders as appropriate, in order to carry out the purpose 
of the trust, including extending the trust or the term of the 
trustee's appointment.
    The proposed Final Judgment also provides a mechanism for 
protecting competition in the event that an individual divestiture 
cannot be made. The Defendants are required to report to the United 
States at 30-day intervals on compliance with the proposed Final 
Judgment, including submission of affidavits. Beginning with the 
second of these periodic reports, Defendants are required to 
identify any instances in which they anticipate that divestitures of 
any Parking Facilities cannot be practically accomplished within 30 
additional days. This might occur, for example, because the owner of 
the facility refuses to grant consent to the transfer to an acquirer 
under the terms of the lease or management contract, or because no 
prospective purchaser may appear in time. Thus, whenever a Parking 
Facility is not divested within 60 days of the filing of the 
Complaint, and no definitive agreement for divestiture exists, the 
United States has the right under the proposed Final Judgment, 
Paragraph IV.N, to require Defendants to propose alternative 
divestitures of Parking Facilities sufficient to preserve 
competition. The United States has sole discretion whether to accept 
a proposed alternative divestiture, and if it refuses to accept the 
alternative, the Defendants must continue to propose alternative 
divestitures in the relevant market until an acceptable one is 
found. If the alternative is accepted, it becomes for all purposes a 
Parking Facility in place of the other Parking Facility listed in 
Schedule A of the proposed Final Judgment that could not be 
divested. This process of identifying alternatives in the absence of 
a divestiture agreement does not apply where Defendants will be 
divesting a property under Paragraph IV.K by letting the lease or 
management contract terminate before the time allowed for 
divestiture has elapsed.
    Once a Parking Facility is divested, whether this occurs through 
transfer to an acquirer acceptable to the United States, or by 
termination or non-renewal of the lease or management contract, 
Defendants are prohibited by Paragraph IV.I of the proposed Final 
Judgment from entering into any agreement to acquire, lease or 
operate, or acquiring in any other manner an interest in ownership 
or management of, that Parking Facility during the ten-year term of 
the proposed Final Judgment. A shorter limitation on reacquisition 
of only three years from the divestiture of a Parking Facility is 
provided, however, where Defendants reacquire a Parking Facility 
directly from the owner of the Parking Facility or the owner's agent 
through a process that does not involve a transaction with the 
operator of the Parking Facility. This provision serves to ensure 
that acquisition of the divested Parking Facilities will be 
attractive to new operators, who will have a reasonable time to 
establish themselves and demonstrate to owners that they can operate 
the facilities effectively before having to compete again against 
the former incumbent for the right to operate the property. At the 
same time, it gives the Defendants the opportunity within a 
reasonable period of time to return to competing for the rights to 
operate the divested Parking Facilities from the facility owners in 
a normal manner, rather than having to wait for the expiration of 
the proposed Final Judgment. This may involve either processes 
initiated by the owners of facilities, such as requests for bids, or 
requests to compete for the operating rights initiated by 
Defendants, provided that a transaction between the operator of the 
facility and Defendants is not involved. The period of time during 
which reacquisition is prohibited even for direct transactions with 
the owner takes into account the normal term of many management 
contracts for parking facilities. The broader prohibition on 
reacquisition during the term of the decree also safeguards against 
any ``sweetheart deals'' where an acquirer or a facility owner takes 
control of operation of a Parking Facility merely to satisfy the 
divestiture obligation and then returns it to the Defendants, and 
thereby ensures that the remedy cannot be circumvented.
    The divestiture provisions of the proposed Final Judgment will 
eliminate the anticompetitive effects of the acquisition in the 
provision of off-street parking services, in the relevant local 
geographic markets in the 29 cities, or parts of cities, named in 
the Complaint where Defendants compete closely now. This relief is 
designed to ensure that the merger does not increase Standard's 
market share and control of parking capacity in the relevant local 
geographic markets in these cities, or parts of cities, to a level 
likely to lead to the exercise of market power. Nothing in the 
proposed Final Judgment is intended to limit the United States' 
ability to investigate or bring actions, where appropriate, to 
challenge other past or future activities of the Defendants.

IV. REMEDIES AVAILABLE TO POTENTIAL PRIVATE LITIGANTS

    Section 4 of the Clayton Act, 15 U.S.C. Sec.  15, provides that 
any person who has been injured as a result of conduct prohibited by 
the antitrust laws may bring suit in federal court to recover three 
times the damages the person has suffered, as well as costs and 
reasonable attorneys' fees. Entry of the proposed Final Judgment 
will neither impair nor assist the bringing of any private antitrust 
damage action. Under the provisions of Section 5(a) of the Clayton 
Act, 15 U.S.C. Sec.  16(a), the proposed Final Judgment has no prima 
facie effect in any subsequent private lawsuit that may be brought 
against Defendants.

V. PROCEDURES AVAILABLE FOR MODIFICATION OF THE PROPOSED FINAL JUDGMENT

    The United States and Defendants have stipulated that the 
proposed Final Judgment may be entered by the Court after compliance 
with the provisions of the APPA, provided that the United States has 
not withdrawn its consent. The APPA conditions entry upon the 
Court's determination that the proposed Final Judgment is in the 
public interest.
    The APPA provides a period of at least sixty (60) days preceding 
the effective date of the proposed Final Judgment within which any 
person may submit to the United States written comments regarding 
the proposed Final Judgment. Any person who wishes to comment should 
do so within sixty (60) days of the date of publication of this 
Competitive Impact Statement in the Federal Register, or the last 
date of publication in a newspaper of the summary of this 
Competitive Impact Statement, whichever is later. All comments 
received during this period will be considered by the United States 
Department of Justice, which remains free to withdraw its consent to 
the proposed Final Judgment at any time prior to the Court's entry 
of judgment. The comments and the response of the United States will 
be filed with the Court. In addition, comments will be posted on the 
U.S. Department of Justice, Antitrust Division's internet Web site 
and, under certain circumstances, published in the Federal Register.
    Written comments should be submitted to:

Scott A. Scheele
Chief, Telecommunications and Media Enforcement Section
Antitrust Division
United States Department of Justice
450 Fifth Street, NW., Suite 7000
Washington, DC 20530
The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the 
Court for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. ALTERNATIVES TO THE PROPOSED FINAL JUDGMENT

    The United States considered, as an alternative to the proposed 
Final Judgment, a full trial on the merits against Defendants. The 
United States could have continued the

[[Page 60469]]

litigation and sought preliminary and permanent injunctions against 
Standard Parking Corporation's acquisition of KCPC Holdings, Inc. 
and its wholly owned subsidiary, Central Parking Corporation. The 
United States is satisfied, however, that the divestiture of assets 
described in the proposed Final Judgment will preserve competition 
for the provision of off-street parking services in the relevant 
markets identified by the United States. Thus, the proposed Final 
Judgment would achieve all or substantially all of the relief the 
United States would have obtained through litigation, but avoids the 
time, expense, and uncertainty of a full trial on the merits of the 
Complaint.

VII. STANDARD OF REVIEW UNDER THE APPA FOR THE PROPOSED FINAL JUDGMENT

    The Clayton Act, as amended by the APPA, requires that proposed 
consent judgments in antitrust cases brought by the United States be 
subject to a sixty-day comment period, after which the court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. Sec.  16(e)(1). In making that 
determination, the court, in accordance with the statute as amended 
in 2004, is required to consider:
    (A) the competitive impact of such judgment, including 
termination of alleged violations, provisions for enforcement and 
modification, duration of relief sought, anticipated effects of 
alternative remedies actually considered, whether its terms are 
ambiguous, and any other competitive considerations bearing upon the 
adequacy of such judgment that the court deems necessary to a 
determination of whether the consent judgment is in the public 
interest; and
    (B) the impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and 
individuals alleging specific injury from the violations set forth 
in the complaint including consideration of the public benefit, if 
any, to be derived from a determination of the issues at trial.

    15 U.S.C. Sec.  16(e)(1)(A) & (B). In considering these 
statutory factors, the court's inquiry is necessarily a limited one 
as the government is entitled to ``broad discretion to settle with 
the defendant within the reaches of the public interest.'' United 
States v. Microsoft Corp., 56 F.3d 1448, 1461 (DC Cir. 1995); see 
generally United States v. SBC Commc'ns, Inc., 489 F. Supp. 2d 1 
(D.D.C. 2007) (assessing public interest standard under the Tunney 
Act); United States v. InBev N.V./S.A., 2009-2 Trade Cas. (CCH) ] 
76,736, 2009 U.S. Dist. LEXIS 84787, No. 08-1965 (JR), at *3, 
(D.D.C. Aug. 11, 2009) (noting that the court's review of a consent 
judgment is limited and only inquires ``into whether the 
government's determination that the proposed remedies will cure the 
antitrust violations alleged in the complaint was reasonable, and 
whether the mechanism to enforce the final judgment are clear and 
manageable.'').\3\
---------------------------------------------------------------------------

    \3\ The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for court to consider and amended the 
list of factors to focus on competitive considerations and to 
address potentially ambiguous judgment terms. Compare 15 U.S.C. 
Sec.  16(e) (2004), with 15 U.S.C. Sec.  16(e)(1) (2006); see also 
SBC Commc'ns, 489 F. Supp. 2d at 11 (concluding that the 2004 
amendments ``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------

    As the United States Court of Appeals for the District of 
Columbia Circuit has held, under the APPA a court considers, among 
other things, the relationship between the remedy secured and the 
specific allegations set forth in the government's complaint, 
whether the decree is sufficiently clear, whether enforcement 
mechanisms are sufficient, and whether the decree may positively 
harm third parties. See Microsoft, 56 F.3d at 1458-62. With respect 
to the adequacy of the relief secured by the decree, a court may not 
``engage in an unrestricted evaluation of what relief would best 
serve the public.'' United States v. BNS, Inc., 858 F.2d 456, 462 
(9th Cir. 1988) (citing United States v. Bechtel Corp., 648 F.2d 
660, 666 (9th Cir. 1981)); see also Microsoft, 56 F.3d at 1460-62; 
United States v. Alcoa, Inc., 152 F. Supp. 2d 37, 40 (D.D.C. 2001); 
InBev, 2009 U.S. Dist. LEXIS 84787, at *3. Courts have held that:
    [t]he balancing of competing social and political interests 
affected by a proposed antitrust consent decree must be left, in the 
first instance, to the discretion of the Attorney General. The 
court's role in protecting the public interest is one of insuring 
that the government has not breached its duty to the public in 
consenting to the decree. The court is required to determine not 
whether a particular decree is the one that will best serve society, 
but whether the settlement is ``within the reaches of the public 
interest.'' More elaborate requirements might undermine the 
effectiveness of antitrust enforcement by consent decree.

Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\4\ In 
determining whether a proposed settlement is in the public interest, 
a district court ``must accord deference to the government's 
predictions about the efficacy of its remedies, and may not require 
that the remedies perfectly match the alleged violations.'' SBC 
Commc'ns, 489 F. Supp. 2d at 17; see also Microsoft, 56 F.3d at 1461 
(noting the need for courts to be ``deferential to the government's 
predictions as to the effect of the proposed remedies''); United 
States v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 
2003) (noting that the court should grant due respect to the United 
States' prediction as to the effect of proposed remedies, its 
perception of the market structure, and its views of the nature of 
the case).
---------------------------------------------------------------------------

    \4\ Cf. BNS, 858 F.2d at 464 (holding that the court's 
``ultimate authority under the [APPA] is limited to approving or 
disapproving the consent decree''); United States v. Gillette Co., 
406 F. Supp. 713, 716 (D. Mass. 1975) (noting that, in this way, the 
court is constrained to ``look at the overall picture not 
hypercritically, nor with a microscope, but with an artist's 
reducing glass''). See generally Microsoft, 56 F.3d at 1461 
(discussing whether ``the remedies [obtained in the decree are] so 
inconsonant with the allegations charged as to fall outside of the 
`reaches of the public interest' '').
---------------------------------------------------------------------------

    Courts have greater flexibility in approving proposed consent 
decrees than in crafting their own decrees following a finding of 
liability in a litigated matter. ``[A] proposed decree must be 
approved even if it falls short of the remedy the court would impose 
on its own, as long as it falls within the range of acceptability or 
is `within the reaches of public interest.''' United States v. Am. 
Tel. & Tel. Co., 552 F. Supp. 131, 151 (D.D.C. 1982) (citations 
omitted) (quoting United States v. Gillette Co., 406 F. Supp. 713, 
716 (D. Mass. 1975)), aff'd sub nom. Maryland v. United States, 460 
U.S. 1001 (1983); see also United States v. Alcan Aluminum Ltd., 605 
F. Supp. 619, 622 (W.D. Ky. 1985) (approving the consent decree even 
though the court would have imposed a greater remedy). To meet this 
standard, the United States ``need only provide a factual basis for 
concluding that the settlements are reasonably adequate remedies for 
the alleged harms.'' SBC Commc'ns, 489 F. Supp. 2d at 17.
    Moreover, the court's role under the APPA is limited to 
reviewing the remedy in relationship to the violations that the 
United States has alleged in its Complaint, and does not authorize 
the court to ``construct [its] own hypothetical case and then 
evaluate the decree against that case.'' Microsoft, 56 F.3d at 1459; 
see also InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``the `public 
interest' is not to be measured by comparing the violations alleged 
in the complaint against those the court believes could have, or 
even should have, been alleged''). Because the ``court's authority 
to review the decree depends entirely on the government's exercising 
its prosecutorial discretion by bringing a case in the first 
place,'' it follows that ``the court is only authorized to review 
the decree itself,'' and not to ``effectively redraft the 
complaint'' to inquire into other matters that the United States did 
not pursue. Microsoft, 56 F.3d at 1459-60. As this Court recently 
confirmed in SBC Communications, courts ``cannot look beyond the 
complaint in making the public interest determination unless the 
complaint is drafted so narrowly as to make a mockery of judicial 
power.'' SBC Commc'ns, 489 F. Supp. 2d at 15.
    In its 2004 amendments, Congress made clear its intent to 
preserve the practical benefits of utilizing consent decrees in 
antitrust enforcement, adding the unambiguous instruction that 
``[n]othing in this section shall be construed to require the court 
to conduct an evidentiary hearing or to require the court to permit 
anyone to intervene.'' 15 U.S.C. Sec.  16(e)(2). The language wrote 
into the statute what Congress intended when it enacted the Tunney 
Act in 1974, as Senator Tunney explained: ``[t]he court is nowhere 
compelled to go to trial or to engage in extended proceedings which 
might have the effect of vitiating the benefits of prompt and less 
costly settlement through the consent decree process.'' 119 Cong. 
Rec. 24,598 (1973) (statement of Senator Tunney). Rather, the 
procedure for the public interest determination is left to the 
discretion of the court, with the recognition that the court's 
``scope of review remains sharply proscribed

[[Page 60470]]

by precedent and the nature of Tunney Act proceedings.'' SBC 
Commc'ns, 489 F. Supp. 2d at 11.\5\
---------------------------------------------------------------------------

    \5\ See United States v. Enova Corp., 107 F. Supp. 2d 10, 17 
(D.D.C. 2000) (noting that the ``Tunney Act expressly allows the 
court to make its public interest determination on the basis of the 
competitive impact statement and response to comments alone''); 
United States v. Mid-Am. Dairymen, Inc., 1977-1 Trade Cas. (CCH) ] 
61,508, at 71,980 (W.D. Mo. 1977) (``Absent a showing of corrupt 
failure of the government to discharge its duty, the Court, in 
making its public interest finding, should * * * carefully consider 
the explanations of the government in the competitive impact 
statement and its responses to comments in order to determine 
whether those explanations are reasonable under the 
circumstances.''); S. Rep. No. 93-298, 93d Cong., 1st Sess., at 6 
(1973) (``Where the public interest can be meaningfully evaluated 
simply on the basis of briefs and oral arguments, that is the 
approach that should be utilized.'').
---------------------------------------------------------------------------

VIII. DETERMINATIVE DOCUMENTS

    There are no determinative materials or documents within the 
meaning of the APPA that were considered by the United States in 
formulating the proposed Final Judgment.
    Dated: September 26, 2012.

Respectfully submitted,

/s/ Carl Willner.
-----------------------------------------------------------------------
Carl Willner (DC Bar No. 412841)
Michael J. Hirrel (DC Bar No. 940353)
U.S. Department of Justice
Antitrust Division
Telecommunications and Media
Enforcement Section
450 Fifth Street, NW., Suite 7000
Washington, DC 20530
(202) 514-5813.
Email: [email protected]

 
 
 
                      UNITED STATES DISTRICT COURT
                      FOR THE DISTRICT OF COLUMBIA
------------------------------------------------------------------------
                                              )
UNITED STATES OF AMERICA,                     )
                                              )
 Plaintiff,                                   )
                                              )
 v.                                           )   Case no. 1:12-cv-
                                                   01598.
                                              )
STANDARD PARKING CORPORATION,                 )
KCPC HOLDINGS, INC., and                      )
CENTRAL PARKING CORPORATION,                  )
                                              )
 Defendants.                                  )
                                              )
-------------------------------------
 

PROPOSED FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its 
Complaint on September 26, 2012, the United States and Defendants 
Standard Parking Corporation (``Standard'') and KCPC Holdings, Inc., 
and Central Parking Corporation, a wholly owned subsidiary of KCPC 
Holdings, Inc. (both together and separately, ``Central''), by their 
respective attorneys, having consented to the entry of this Final 
Judgment without trial or adjudication of any issue of fact or law, 
and without this Final Judgment constituting any evidence against or 
an admission by any party regarding any issue of law or fact;
    AND WHEREAS, Defendants agree to be bound by the provisions of 
this Final Judgment pending its approval by the Court;
    AND WHEREAS, the essence of this Final Judgment is the prompt 
and certain divestiture of parking facilities, including agreements 
concerning the operation of such facilities, by the Defendants to 
ensure that competition is not substantially lessened;
    AND WHEREAS, the United States requires Defendants to make 
certain divestitures for the purpose of remedying the loss of 
competition alleged in the Complaint;
    AND WHEREAS, Defendants have represented to the United States 
that the divestitures required below can and will be made and that 
Defendants will later raise no claims of hardship or difficulty as 
grounds for asking the Court to modify any of the divestiture 
provisions contained below;
    NOW, THEREFORE, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
parties, it is ORDERED, ADJUDGED, AND DECREED:

I. JURISDICTION

    This Court has jurisdiction over the subject matter of and each 
of the parties to this action. The Complaint states a claim upon 
which relief may be granted against Defendants under Section 7 of 
the Clayton Act, as amended, 15 U.S.C. Sec.  18.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Acquirer'' or ``Acquirers'' mean the entity or entities to 
whom the Defendants divest the Parking Facilities, or who succeed to 
the Defendants' interests in any Parking Facility Agreement that is 
transferred pursuant to this Final Judgment.
    B. ``Standard'' means Defendant Standard Parking Corporation, a 
Delaware corporation, with its headquarters in Chicago, Illinois, 
and includes its successors and assigns, and its subsidiaries, 
divisions, groups, affiliates, partnerships, joint ventures, 
directors, officers, managers, agents, and employees.
    C. ``Central'' means Defendant KCPC Holdings, Inc., a Delaware 
corporation, with its headquarters in Mt. Kisco, New York, together 
with its wholly owned subsidiary, Defendant Central Parking 
Corporation, a Tennessee corporation with its headquarters in 
Nashville, Tennessee, and includes their successors and assigns, and 
their subsidiaries, divisions, groups, affiliates, partnerships, 
joint ventures, directors, officers, managers, agents, and 
employees.
    D. ``Parking Facility Agreements'' means all agreements, whether 
leases, management agreements or otherwise, related to the operation 
or management of off-street parking facilities as listed in Schedule 
A below, between or among the Defendants and the owners or agents of 
the owners of the properties listed in Schedule A.
    E. ``Parking Facilities'' means all Defendants' interests in the 
properties listed in Schedule A, including the Parking Facility 
Agreements for those properties, and all tangible and intangible 
assets used by Defendants primarily in connection with those 
properties, including, but not limited to: employment, customer or 
other contracts; equipment and other property; the customer lists, 
business accounts and records, and market research data for the 
individual Parking Facilities; manuals and instructions provided to 
employees; and other physical assets, associated with the 
properties; but not assets, such as centralized systems software, 
that are located outside the Parking Facilities and do not relate 
primarily to the properties listed on Schedule A.
    F. ``Divest'' or ``Divestiture'' means the transfer, sale or 
assignment of Parking Facilities.

III. APPLICABILITY

    A. This Final Judgment applies to the Defendants and all other 
persons in active concert or participation with any of them who 
receive actual notice of this Final Judgment by personal service or 
otherwise.
    B. If, prior to complying with Section IV, Section V, and 
Section VI of this Final Judgment, either Defendant sells all or 
substantially all its assets or lesser business units that include 
the Parking Facilities, it shall require the purchaser or 
purchasers, as a condition of the sale, to be bound by the 
provisions of this Final Judgment; however, Defendants need not 
obtain such an agreement from an Acquirer of the assets divested 
pursuant to this Final Judgment.

[[Page 60471]]

IV. DIVESTITURES

    A. Defendants are ordered and directed, within ninety (90) 
calendar days after the filing of the Complaint in this matter, or 
within five (5) days after notice of entry of the Final Judgment by 
the Court, whichever is later, to divest all their interests in the 
Parking Facilities in a manner consistent with this Final Judgment 
to an Acquirer or Acquirers acceptable to the United States in its 
sole discretion. The requirement to divest to an Acquirer or 
Acquirers is subject to the qualifications specified in Paragraph 
IV.K below.
    B. In accomplishing the divestitures ordered by this Final 
Judgment, Defendants promptly shall make known, by usual and 
customary means, the availability of the Parking Facilities to be 
divested. Defendants shall inform any person making an inquiry that 
the divestiture is being made pursuant to this Final Judgment and 
provide such person with a copy of this Final Judgment. Defendants 
shall also offer to furnish to all prospective Acquirers, subject to 
customary confidentiality assurances, all information and documents 
in Defendants' possession, custody or control relating to the 
Parking Facilities customarily provided in a due diligence process, 
except such information or documents subject to attorney-client 
privilege or work-product doctrine. Defendants shall make available 
such information to the United States at the same time that such 
information is made available to any other person.
    C. Defendants shall permit prospective Acquirers of the Parking 
Facilities to have reasonable access to personnel and to any and all 
environmental, zoning, building, and other permit documents and 
information, and to make inspection of the Parking Facilities and of 
any and all financial, operational, or other documents and 
information customarily provided as part of a due diligence process.
    D. Defendants shall use their best efforts to accomplish the 
divestitures ordered by this Final Judgment as expeditiously as 
possible. The United States, in its sole discretion, may agree to 
one or more extensions of the time period for divestiture outlined 
in Paragraph IV.A not to exceed ninety (90) calendar days in total, 
and shall inform the Court in such circumstances.
    E. Defendants shall provide the Acquirers and the United States 
information concerning the personnel involved in the operation of 
the Parking Facilities to enable the Acquirer to make offers of 
employment. Defendants shall not interfere with any negotiations by 
any Acquirer to employ any Standard or Central (or former Standard 
or Central) employee whose primary responsibility concerns any 
parking services business connected with the Parking Facilities. 
Defendants shall remove any impediments that may deter these 
employees from accepting such employment, including but not limited 
to, non-compete agreements. Defendants will not seek to enforce such 
non-compete agreements, nor will they seek to enforce any non-
compete agreements against any employee whose responsibilities at a 
local or regional level include any Parking Facility and whose 
employment terminates within six (6) months after the date the 
transaction between the Defendants is completed.
    F. Defendants shall warrant to the Acquirer(s) that each Parking 
Facility will be operational on the date of divestiture.
    G. Defendants shall not take any action, direct or indirect, 
that will impede in any way the operation of the Parking Facilities, 
or take any action, direct or indirect, that would impede the 
divestiture of any Parking Facility.
    H. Defendants shall warrant to Acquirer(s) that they did not 
cause during the term of their operation or management of the 
Parking Facility any condition that would constitute a material 
defect in the environmental, zoning, or other permit pertaining to 
the operation of the Parking Facility, and that following the sale 
of the Parking Facility, Defendants will not undertake, directly or 
indirectly, any challenges to the environmental, zoning, or other 
permits relating to the operation of the Parking Facility.
    I. Defendants may not enter into any agreement to acquire, lease 
or operate, nor may they in any other manner acquire an interest in 
ownership or management of, any Parking Facility for the term of 
this Final Judgment, except that after three (3) years from the date 
that a Parking Facility is divested, nothing in this Final Judgment 
would prevent Defendants from acquiring a Parking Facility Agreement 
directly from the owner of such Parking Facility or the owner's 
agent through a process that does not involve a transaction with the 
operator of such Parking Facility.
    . J. Unless the United States otherwise consents in writing, and 
subject to the qualification specified in Paragraph IV.K, the 
divestitures pursuant to Section IV, or by the trustee appointed 
pursuant to Section VI, shall include all of the Defendants' 
interests in the Parking Facilities, and be accomplished by 
divesting the Parking Facilities to an Acquirer or Acquirers in such 
a way as to satisfy the United States, in its sole discretion, that 
the Parking Facilities can and will be used by Acquirers as viable 
ongoing off-street parking services businesses, and the divestitures 
will remedy the harm alleged in the Complaint. The divestitures, 
whether pursuant to Section IV or Section VI of this Final Judgment, 
shall: (1) be made to an Acquirer or Acquirers that, in the United 
States' sole judgment, has the intent and capability (including the 
necessary managerial, operational, and financial capability) of 
competing effectively with the defendants in providing off-street 
parking services; and (2) shall be accomplished so as to satisfy the 
United States, in its sole discretion, that none of the terms of any 
agreement between Acquirers and Defendants gives Defendants the 
ability to raise unreasonably the Acquirers' costs, to lower the 
Acquirers' efficiency, or otherwise to interfere in the ability of 
Acquirers to compete effectively.
    K. As an alternative to divestiture to a specific Acquirer or 
Acquirers, Defendants may, if contractually permitted to do so, 
accomplish divestitures by either: 1) terminating Parking Facility 
Agreements; or 2) allowing those Agreements to expire without 
renewal. All such divestitures must be preceded by notice to the 
affected facilities owners, and/or other persons with whom 
Defendants are in contractual relationships to operate the Parking 
Facilities, not less than sixty (60) days before the divestiture, 
or, if longer, such notice as is required by the applicable Parking 
Facility Agreements. With respect to all such divestitures, 
Defendants must comply with Paragraphs D, E, F, G, H, and I of 
Section IV. Divestitures accomplished under this paragraph must be 
completed in the time frame set forth in Paragraph IV.A. In 
addition, Defendants must comply with Paragraphs IV.B and IV.C to 
the extent that Defendants must make available the specified 
documents and information to every prospective successor in 
operation of the Parking Facilities if so requested by the owners of 
those properties, or by the owner's agents. At the time they give 
such notice, Defendants shall provide those owners and agents a copy 
of this Final Judgment, and inform them in writing of the applicable 
parts of Paragraphs IV.B and IV.C.
    L. Within thirty (30) calendar days of the filing of the 
Complaint in this matter and every thirty (30) calendar days 
thereafter until the divestitures have been completed pursuant to 
Section IV or VI of this Final Judgment, Defendants shall deliver to 
the United States an affidavit as to the fact and manner of 
compliance with Sections IV, V, and VI of this Final Judgment. Each 
such affidavit shall describe in detail all efforts to accomplish 
the divestitures, including: 1) the name, address, and telephone 
number of each person who, during the preceding thirty (30) calendar 
days, made an offer to acquire, expressed an interest in acquiring, 
entered into negotiations to acquire, or was contacted or made an 
inquiry about acquiring, any interest in the Parking Facilities; 2) 
a description of all communications with any such person during that 
period; and 3) a description of all other efforts Defendants have 
taken to solicit an Acquirer or Acquirers for any and all Parking 
Facilities, and to provide required information to prospective 
Acquirers, including the limitations, if any, on such information. 
Assuming that the information set forth in the affidavit is true and 
complete, any objection by the United States to information provided 
by Defendants, including limitations on information provided by 
Defendants, shall be made within fourteen (14) days of receipt of 
such affidavit.
    M. Beginning with the second affidavit delivered to the United 
States on the sixtieth day from the filing of the Complaint, and 
thereafter in every subsequent affidavit, Defendants shall identify 
any Parking Facilities that Defendants anticipate they cannot 
practically divest within thirty (30) days of the submission of the 
affidavit, and the basis for that belief.
    N. For any Parking Facility not divested (and for which no 
definitive agreement to divest exists) within sixty (60) days of the 
filing of the Complaint, the United States shall have the right to 
require the Defendants to propose, within seven (7) days of 
receiving notice, alternative divestitures sufficient to

[[Page 60472]]

preserve competition. The United States may in its sole discretion 
accept or reject the alternative proposal. If the alternative is 
accepted, the alternative divested facility or facilities shall 
become a Parking Facility in place of the relevant Schedule A 
Parking Facility for all purposes under this Final Judgment, and the 
United States shall inform the Court of the change in a written 
report. If the proposed alternative is not accepted by the United 
States the Defendants must propose within five (5) days other 
alternative divestitures until an alternative acceptable to the 
United States is identified. The requirements of this paragraph will 
not apply to any Parking Facility for which divestitures will be 
accomplished under Paragraph IV.K.
    O. Defendants shall keep records of all efforts made to preserve 
and divest each Parking Facility until one year after all the 
divestitures have been completed.

V. NOTICE OF PROPOSED DIVESTITURES

    A Within two (2) business days following execution of a 
definitive divestiture agreement, contingent upon compliance with 
the terms of this Final Judgment, to effect, in whole or in part, 
any proposed divestiture pursuant to Section IV or VI of this Final 
Judgment, Defendants or the trustee, whichever is then responsible 
for effecting the divestiture, shall notify the United States of the 
proposed divestiture. If the trustee is responsible, it shall 
similarly notify Defendants. The notice shall set forth the details 
of the proposed divestiture and the name, address, and telephone 
number of each person not previously identified who offered to, or 
expressed an interest in or a desire to, acquire any management or 
leasehold interest in the Parking Facility to be divested, together 
with full details of same.
    B. Within fifteen (15) calendar days of receipt by the United 
States of such notice, the United States may request from 
Defendants, the proposed Acquirer or Acquirers, any third party, or 
the trustee, additional information concerning the proposed 
divestiture and the proposed Acquirer or Acquirers, or any other 
potential Acquirer. Defendants and the trustee shall furnish any 
additional information requested within fifteen (15) calendar days 
of the receipt of the request, unless the parties shall otherwise 
agree.
    C. Within thirty (30) calendar days after receipt of the notice, 
or within twenty (20) calendar days after the United States has been 
provided the additional information requested from Defendants, the 
proposed Acquirer or Acquirers, any third party, or the trustee, 
whichever is later, the United States shall provide written notice 
to Defendants and the trustee, if there is one, stating whether or 
not it objects to the proposed divestiture. If the United States 
provides written notice that it does not object, then the 
divestiture may be consummated, subject only to Defendants' limited 
right to object to the sale under Paragraph VI.C of this Final 
Judgment. Absent written notice that the United States does not 
object to the proposed divestiture, or upon objection by the United 
States, a proposed divestiture under Section IV or Section VI may 
not be consummated. Upon objection by Defendants under the provision 
in Paragraph VI.C, a divestiture proposed under Section VI shall not 
be consummated unless approved by the Court.

VI. APPOINTMENT OF TRUSTEE

    A. If Defendants have not divested each of the Parking 
Facilities by the time and in the manner specified in Section IV of 
this Final Judgment, Defendants shall notify the United States of 
that fact in writing at the time the period for the relevant 
divestiture expires, identifying the Parking Facility or Facilities 
that have not been divested. Upon application of the United States, 
the Court shall appoint a trustee selected by the United States and 
approved by the Court to effect the divestiture of any such Parking 
Facilities, as designated by the United States.
    B. After the appointment of a trustee becomes effective, only 
the trustee shall have the right to divest the Parking Facilities 
for which the divestiture period has expired. The trustee shall have 
the power and authority to accomplish any and all divestitures of 
Parking Facilities to an Acquirer or Acquirers acceptable to the 
United States at such price and on such terms as are then obtainable 
upon reasonable effort by the trustee, subject to the provisions of 
Sections IV, V, and VI of this Final Judgment, and shall have such 
other powers as the Court shall deem appropriate. Subject to 
Paragraph VI.C of this Final Judgment, the trustee may hire at the 
cost and expense of the Defendants any investment bankers, 
attorneys, or other agents reasonably necessary in the judgment of 
the trustee to assist in the divestitures or terminations, and such 
professionals and agents shall be accountable solely to the trustee. 
The trustee shall seek to accomplish the divestitures at the 
earliest possible time.
    C. Defendants shall not object to a divestiture by the trustee 
on any ground other than the trustee's malfeasance. Any such 
objections by Defendants must be conveyed in writing to the United 
States and the trustee within ten (10) calendar days after the 
trustee has provided the notice required under Section V of this 
Final Judgment.
    D. The trustee shall serve at the cost and expense of 
Defendants, on such terms and conditions as the United States 
approves. The trustee shall account for all monies derived from the 
divestiture of each Parking Facility divested by the trustee. The 
trustee shall also account for all costs and expenses incurred to 
accomplish the divestitures. After approval by the Court of the 
trustee's accounting, including any yet unpaid fees for its services 
and those of any professionals and agents retained by the trustee, 
any money remaining shall be paid to Defendants, or if the trustee's 
fees and costs exceed the monies derived from the divestitures the 
Defendants shall pay the difference, and the trust shall then be 
terminated. The compensation of the trustee and of any professionals 
and agents retained by the trustee shall be reasonable in light of 
the value of the divested facility and based on a fee arrangement 
providing the trustee with an incentive based on the price and terms 
of the divestiture, and the speed with which it is accomplished, 
timeliness being paramount.
    E. Defendants shall use their best efforts to assist the trustee 
in accomplishing the required divestitures, including best efforts 
to effect all necessary regulatory approvals, and the consents of 
any owners or other persons whose consent may be needed for transfer 
of a Parking Facility Agreement. The trustee and any consultants, 
accountants, attorneys, and other persons retained by the trustee 
shall have full and complete access to the personnel, books, 
records, and facilities of the Parking Facilities to be divested, 
and Defendants shall develop financial or other information relevant 
to the businesses to be divested customarily provided in a due 
diligence process as the trustee may reasonably request, subject to 
customary confidentiality assurances. Defendants shall take no 
action to interfere with or impede the trustee's accomplishment of 
the divestitures.
    F. After its appointment, the trustee shall file monthly reports 
with the parties and the Court setting forth the trustee's efforts 
to accomplish the divestitures ordered under this Final Judgment; 
provided, however, that to the extent such reports contain 
information that the trustee deems confidential, such reports shall 
not be filed in the public docket of the Court. Such reports shall 
include the name, address, and telephone number of each person who, 
during the preceding month, made an offer to acquire, expressed an 
interest in acquiring, entered into negotiations to acquire, or was 
contacted or made an inquiry about acquiring, any interest in the 
Parking Facilities to be divested, and shall describe in detail each 
contact with any such person during that period. The trustee shall 
maintain full records of all efforts made to divest the Parking 
Facilities.
    G. If the trustee has not accomplished any divestiture with 
which it is charged within six months after it has been authorized 
to divest the relevant Parking Facility, the trustee thereupon shall 
promptly file with the Court a report setting forth (1) the 
trustee's efforts to accomplish the required divestitures, (2) the 
reasons, in the trustee's judgment, why the required divestitures 
have not been accomplished, and (3) the trustee's recommendations; 
provided, however, that to the extent such reports contain 
information that the trustee deems confidential, such reports shall 
not be filed in the public docket of the Court. The trustee shall at 
the same time furnish such report to the parties, who shall each 
have the right to make additional recommendations consistent with 
the purpose of the trust. The Court shall enter thereafter such 
orders as it shall deem appropriate in order to carry out the 
purpose of the Final Judgment which may, if necessary, include 
extending the trust and the term of the trustee's appointment by a 
period requested by the United States.

VII. ASSET PRESERVATION

    A. Until the divestitures required by this Final Judgment have 
been accomplished, Defendants shall take all steps necessary to 
comply with the Asset Preservation Stipulation and Order entered by 
this Court. Defendants shall take no action that would jeopardize 
the divestitures ordered by this Court.

[[Page 60473]]

VIII. COMPLIANCE INSPECTION

    A. For purposes of determining or securing compliance with the 
Final Judgment, or of determining whether the Final Judgment should 
be modified or vacated, and subject to any legally recognized 
privilege, from time to time authorized representatives of the 
United States Department of Justice Antitrust Division (``Antitrust 
Division''), including consultants and other persons retained by the 
United States, shall, upon written request of an authorized 
representative of the Assistant Attorney General in charge of the 
Antitrust Division, and on reasonable notice to Defendants, be 
permitted:
    1. access during Defendants' office hours to inspect and copy, 
or, at the option of the United States, to require Defendants to 
provide hard copy or electronic copies of, all books, ledgers, 
accounts, records, data and documents in the possession, custody or 
control of Defendants, relating to any matters contained in this 
Final Judgment; and
    2. to interview, either informally or on the record, Defendants' 
officers, employees, or agents, who may have their individual 
counsel present, regarding such matters. The interviews shall be 
subject to the reasonable convenience of the interviewee and without 
restraint or interference by Defendants.
    B. Upon the written request of an authorized representative of 
the Assistant Attorney General in charge of the Antitrust Division, 
Defendants shall submit such written reports or respond to written 
interrogatories, under oath if requested, with respect to any of the 
matters contained in this Final Judgment as may be requested.
    C. No information or documents obtained by the means provided in 
Paragraphs IV.L or Section VIII of this Final Judgment shall be 
divulged by a representative of the United States to any person 
other than an authorized representative of the Executive Branch of 
the United States, except in the course of legal proceedings to 
which the United States is a party (including grand jury 
proceedings), or for the purpose of securing compliance with this 
Final Judgment, or as otherwise required by law.
    D. If at the time information or documents are furnished by 
Defendants to the United States, Defendants represent and identify 
in writing the material in any such information or documents to 
which a claim of protection may be asserted under Rule 26(c)(1)(G) 
of the Federal Rules of Civil Procedure, and Defendants mark each 
pertinent page of such material, ``Subject to claim of protection 
under Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure,'' 
then the United States shall give Defendants ten (10) calendar days 
notice prior to divulging such material in any legal proceeding 
(other than a grand jury proceeding).

IX. RETENTION OF JURISDICTION

    This Court retains jurisdiction to enable any party to this 
Final Judgment to apply to this Court at any time for such further 
orders and directions as may be necessary or appropriate to construe 
or carry out this Final Judgment, to modify any of its provisions, 
to enforce compliance, and to punish violations of its provisions.

X. FINANCING

    Defendants shall not finance all or any part of any divestiture 
made pursuant to Sections IV or VI of this Final Judgment.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire ten (10) years from the date of its entry.

XII. PUBLIC INTEREST

    Entry of this Final Judgment is in the public interest. The 
parties have complied with the requirements of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. Sec.  16, including making 
copies available to the public of this Final Judgment, the 
Competitive Impact Statement, and any comments thereon and the 
United States's responses to comments. Based upon the record before 
the Court, which includes the Competitive Impact Statement and any 
comments and response to comments filed with the Court, entry of 
this Final Judgment is in the public interest.
Dated .----------------------------------------------------------------

Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16.

United States District Judge

                               SCHEDULE A
------------------------------------------------------------------------
             City                               Facility
------------------------------------------------------------------------
Atlanta, GA..................  Central Facility CP6 at 3390 Peachtree
                                Rd. NE
Baltimore, MD................  Standard Facility SP5 at 400-404 Park
                                Ave.
Bellevue, WA.................  Standard Facility SP7 at 600 106th Ave.
                                NE
                               Standard Facility SP8 at NE 8th St. &
                                106th Ave. NE
Boston, MA...................  Central Facility CP38 at 377 Commercial
                                St.
                               Standard Facility SP2 at 660 Washington
                                St.
Bronx, NY....................  Central Facility CP4 at 70 East 162nd St.
Charlotte, NC................  Central Facility CP2 at 207 South Church
                               Central Facility CP5 at East West
                                University, 501 E. Trade St.
                               Central Facility CP8 at Gateway Village
                                Garage, 800 West Trade St.
                               Central Facility CP17 at 121 West Trade
                                St.
Chicago, IL..................  Central Facility CP12 at 172 W Madison
                                St.
                               Central Facility CP14 at 540 N State St.
                               Central Facility CP15 at 333 N Dearborn
                                St.
                               Central Facility CP27 at 816 N Clark St.
                               Central Facility CP28 at 938 W North Ave.
                               Central Facility CP29 at 1547 N Kingsbury
                                St.
                               Standard Facility SP13 at 1101 S State
                                St.
                               Standard Facility SP22 at 8 E 9th St.
                               Standard Facility SP73 at 640 W
                                Washington St.
                               Standard Facility SP151 at 3134 N Clark
                                St.
Cleveland, OH................  Central Facility CP1 at 708 St Clair Ave
                               Central Facility CP4 at 1801 East 12th
                                St.
                               Central Facility CP5 at 750 Vincent Ave
Columbus, OH.................  Central Facility CP2 at 55 E Long St.
                               Central Facility CP5 at 21 E State St.
                               Central Facility CP8 at 45 E Spring St.
                               Central Facility CP13 at 107 S High St.
Dallas, TX...................  Central Facility CP15 at 400 N. Akard St.
                               Central Facility CP18 at 811-817 Elm St.
                               Standard Facility SP4 at 300 N Akard St.
Denver, CO...................  Central Facility CP4 at 1207 Cherokee St.
                               Central Facility CP10 at 1131 Lincoln St.
                               Central Facility CP13 at 1745 Sherman St.
                               Central Facility CP14 at 1550 Welton St.
                               Central Facility CP30 at 1735 Stout St.

[[Page 60474]]

 
                               Central Facility CP49 at El Jebel, 1750
                                Sherman St.
                               Central Facility CP58 at 1530 Cleveland
                                Pl.
                               Standard Facility SP14 at 1221 Sherman
                                St.
                               Standard Facility SP19 at 1820 California
                                St.
                               Standard Facility SP22 at 1515 Arapahoe
                                St.
                               Standard Facility SP25 at 1999 Broadway
                               Standard Facility SP29 at 621 17th St.
                               Standard Facility SP32 at 1899 Wynkoop
                                St.
                               Standard Facility SP33 at 1825 Welton St.
                               Standard Facility SP36 at 1543 Wazee St.
                               Standard Facility SP39 at 1999 Broadway
Fort Myers, FL...............  Central Facility CP1 at 1530 Heitman St.
Fort Worth, TX...............  Central Facility CP4 at 110 W 7th St.
                               Central Facility CP6 at 910 Houston St.
                               Central Facility CP7 at 1011 Calhoun St.
                               Central Facility CP9 at 1123 Calhoun St.
                               Central Facility CP22 at 315 E 9th St.
                               Central Facility CP23 at 921 Calhoun St.
                               Central Facility CP24 at 1105 Calhoun St.
                               Central Facility CP25 at 1115 Calhoun St.
                               Central Facility CP26 at 1024 Monroe St.
Hoboken, NJ..................  Central Facility CP7 at 50 Bloomfield St.
Houston, TX..................  Central Facility CP17 at 1001 McKinney
                                St.
                               Central Facility CP38 at 1300 Leeland
                                Ave.
                               Central Facility CP81 at 1111 Main St.
                               Standard Facility SP26 at 611 Clay St.
Kansas City, MO..............  Central Facility CP13 at 1100 Main St.
                               Central Facility CP15 at 117 W 9th St.
                               Central Facility CP30 at 920 Main St.
                               Standard Facility SP4 at 2300 Main St.
                               Standard Facility SP54 at 1221 Charlotte
                                St.
                               Standard Facility SP56 at 1600 Baltimore
                                Ave.
Los Angeles, CA..............  Central Facility CP7 at 707 Wilshire
                                Blvd.
                               Central Facility CP22 at 936 Maple Ave.
                               Central Facility CP27 at 905 Maple Ave.
                               Central Facility CP33 at 1019 S Broadway
                               Standard Facility SP5 at 7920 W Sunset
                                Blvd.
                               Standard Facility SP12 at 5757 Wilshire
                                Blvd.
Miami, FL (including Coral     Central Facility CP22 at 800 Brickell
 Gables, FL).                   Ave.
                               Standard Facility SP28 at 2 Alhambra
                                Plaza
                               Standard Facility SP30 at 2 Alhambra
                                Plaza
Milwaukee, WI................  Standard Facility SP6 at 1000 N Water St.
                               Standard Facility SP7 at 724 N 2nd St.
                               Standard Facility SP8 at 324 W Highland
                                Ave. OR
                               Central Facility C1 at 100 East Garage
                               Central Facility C9 at 1128 N 6th Street
                               Central Facility C13 at 1030 N 6th Street
                               Central Facility C22 at 330 E Kilbourn
Minneapolis, MN..............  Central Facility CP7 at 80 South 8th St.
                               Central Facility CP11 at 425 Park Ave.
                               Central Facility CP12 at 400 South 3rd
                                St.
                               Central Facility CP15 at 600 Hennepin
                                Ave.
                               Central Facility CP18 at 102-120 First
                                St. North
Nashville, TN................  Standard Facility SP1 at 158 4th Ave. N
New Orleans, LA..............  Central Facility CP2 at 400 Elysian
                                Fields Ave.
                               Central Facility CP8 at 1515 Poydras St.
                               Central Facility CP10 at 1555 Poydras St.
                               Central Facility CP14 at 222 Loyola Ave.
                               Central Facility CP16 at 1600 Cleveland
                                Ave.
Newark, NJ...................  Standard Facility SP1 at 42 Mulberry St.
                               Standard Facility SP2 at 42 Mulberry St.
Philadelphia, PA.............  Central Facility CP11 at 1717 Arch St.
                               Central Facility CP13 at 1616 Sansom St.
                               Central Facility CP18 at 1815 John F
                                Kennedy Blvd.
                               Central Facility CP23 at 1900 John F
                                Kennedy Blvd.
Phoenix, AR..................  Central Facility CP12 at 3300 N Central
                                Ave.
Rego Park, NY................  Standard Facility SP4 at Rego Center I &
                                II, 96-05 Queens Blvd.
                               Standard Facility SP5 at Rego Center I &
                                II, 95-05 Queens Blvd.
Richmond, VA.................  Central Facility CP4 at 100 E Marshall
                                St.
                               Central Facility CP6 at S 4th St & E Main
                                St.
                               Central Facility CP9 at N 8th St & E
                                Marshall St.
                               Standard Facility SP9 at 1531 E Cary St.

[[Page 60475]]

 
Sacramento, CA...............  Central Facility CP13 at RAS, 3161 L St.
Tampa, FL....................  Central Facility CP13 at Hyatt Regency
                                Tampa, Two Tampa City Center
                               Central Facility CP14 at 400 N Ashley Dr.
------------------------------------------------------------------------

[FR Doc. 2012-24336 Filed 10-2-12; 8:45 am]
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