[Federal Register Volume 81, Number 97 (Thursday, May 19, 2016)]
[Notices]
[Pages 31637-31641]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-11763]


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FEDERAL TRADE COMMISSION

[File No. 161 0045]


American Air Liquide Holdings, Inc.; Analysis To Aid Public 
Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair methods of competition. 
The attached Analysis to Aid Public Comment describes both the 
allegations in the complaint and the terms of the consent orders--
embodied in the consent agreement--that would settle these allegations.

DATES: Comments must be received on or before June 14, 2016.

ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/airliquideairgasconsent online or on 
paper, by following the instructions in the Request for Comment part of 
the SUPPLEMENTARY INFORMATION section below. Write ``In the Matter of 
American Air Liquide Holdings, Inc.,--Consent Agreement; File No. 161-
0045'' on your comment and file your comment online at https://ftcpublic.commentworks.com/ftc/airliquideairgasconsent by following the 
instructions on the web-based form. If you prefer to file your comment 
on paper, write ``In the Matter of American Air Liquide Holdings, 
Inc.,--Consent Agreement; File No. 161-0045'' on your comment and on 
the envelope, and mail your comment to the following address: Federal 
Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., 
Suite CC-5610 (Annex D), Washington, DC 20580, or deliver your comment 
to the following address: Federal Trade Commission, Office of the 
Secretary, Constitution Center, 400 7th Street SW., 5th Floor, Suite 
5610 (Annex D), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Christine Tasso (202-326-2232), Bureau 
of Competition, 600 Pennsylvania Avenue NW., Washington, DC 20580.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, 
notice is hereby given that the above-captioned consent agreement 
containing consent orders to cease and desist, having been filed with 
and accepted, subject to final approval, by the Commission, has been 
placed on the public record for a period of thirty (30) days. The 
following Analysis to Aid Public Comment describes the terms of the 
consent agreement, and the allegations in the complaint. An electronic 
copy of the full text of the consent agreement package can be obtained 
from the FTC Home Page (for May 13, 2016), on the World Wide Web, at 
http://www.ftc.gov/os/actions.shtm.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before June 14, 2016. 
Write ``In the Matter of American Air Liquide Holdings, Inc.,--Consent 
Agreement; File No. 161-0045'' on your comment. Your comment--including 
your name and your state--will be placed on the public record of this 
proceeding, including, to the extent practicable, on the public 
Commission Web site, at http://www.ftc.gov/os/publiccomments.shtm. As a 
matter of discretion, the Commission tries to remove individuals' home 
contact information from comments before placing them on the Commission 
Web site.
    Because your comment will be made public, you are solely 
responsible for making sure that your comment does not include any 
sensitive personal information, like anyone's Social Security number, 
date of birth, driver's license number or other state identification 
number or foreign country equivalent, passport number, financial 
account number, or credit or debit card number. You are also solely 
responsible for making sure that your comment does not include any 
sensitive health information, like medical records or other 
individually identifiable health information. In addition, do not 
include

[[Page 31638]]

any ``[t]rade secret or any commercial or financial information which . 
. . is privileged or confidential,'' as discussed in Section 6(f) of 
the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 
4.10(a)(2). In particular, do not include competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns, devices, manufacturing processes, or customer names.
    If you want the Commission to give your comment confidential 
treatment, you must file it in paper form, with a request for 
confidential treatment, and you have to follow the procedure explained 
in FTC Rule 4.9(c), 16 CFR 4.9(c).\1\ Your comment will be kept 
confidential only if the FTC General Counsel, in his or her sole 
discretion, grants your request in accordance with the law and the 
public interest.
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    \1\ In particular, the written request for confidential 
treatment that accompanies the comment must include the factual and 
legal basis for the request, and must identify the specific portions 
of the comment to be withheld from the public record. See FTC Rule 
4.9(c), 16 CFR 4.9(c).
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    Postal mail addressed to the Commission is subject to delay due to 
heightened security screening. As a result, we encourage you to submit 
your comments online. To make sure that the Commission considers your 
online comment, you must file it at https://ftcpublic.commentworks.com/ftc/airliquideairgasconsent by following the instructions on the web-
based form. If this Notice appears at http://www.regulations.gov/#!home, you also may file a comment through that Web site.
    If you file your comment on paper, write ``In the Matter of 
American Air Liquide Holdings, Inc.,--Consent Agreement; File No. 161-
0045'' on your comment and on the envelope, and mail your comment to 
the following address: Federal Trade Commission, Office of the 
Secretary, 600 Pennsylvania Avenue NW., Suite CC-5610 (Annex D), 
Washington, DC 20580, or deliver your comment to the following address: 
Federal Trade Commission, Office of the Secretary, Constitution Center, 
400 7th Street SW., 5th Floor, Suite 5610 (Annex D), Washington, DC 
20024. If possible, submit your paper comment to the Commission by 
courier or overnight service.
    Visit the Commission Web site at http://www.ftc.gov to read this 
Notice and the news release describing it. The FTC Act and other laws 
that the Commission administers permit the collection of public 
comments to consider and use in this proceeding as appropriate. The 
Commission will consider all timely and responsive public comments that 
it receives on or before June 14, 2016. You can find more information, 
including routine uses permitted by the Privacy Act, in the 
Commission's privacy policy, at http://www.ftc.gov/ftc/privacy.htm.

Analysis of Agreement Containing Consent Orders To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Orders (``Consent 
Agreement'') designed to remedy the anticompetitive effects resulting 
from the proposed acquisition of Airgas, Inc. (``Airgas'') by American 
Air Liquide Holdings, Inc. (``Air Liquide''). Pursuant to the Consent 
Agreement, Air Liquide will divest sixteen air separation units 
(``ASUs''), four vertically integrated dry ice and liquid carbon 
dioxide plants, two separate liquid carbon dioxide plants, two nitrous 
oxide plants, and three retail packaged welding gas and hardgoods 
stores. Air Liquide has agreed to divest the required facilities to one 
or more Commission-approved buyers within four months of consummating 
its transaction with Airgas. The divestiture of these facilities and 
related assets will preserve the competition between Air Liquide and 
Airgas that the proposed acquisition would otherwise eliminate.
    The proposed Consent Agreement has been placed on the public record 
for thirty days for receipt of comments by interested persons. Comments 
received during this period will become part of the public record. 
After thirty days, the Commission will again review the proposed 
Consent Agreement and the comments received, and will decide whether it 
should withdraw from the proposed Consent Agreement, modify it, or make 
final the accompanying Decision and Order (``Order'').

II. The Transaction

    Pursuant to an Agreement and Plan of Merger dated November 17, 
2015, a wholly owned subsidiary of Air Liquide will merge with and into 
Airgas in a transaction valued at approximately $13.4 billion. The 
Commission's Complaint alleges that the proposed acquisition, if 
consummated, would violate Section 7 of the Clayton Act, as amended, 15 
U.S.C. 18, and Section 5 of the Federal Trade Commission Act, as 
amended, 15 U.S.C. 45, by substantially lessening competition in 
various geographic markets for bulk oxygen, bulk nitrogen, bulk argon, 
bulk nitrous oxide, bulk liquid carbon dioxide, dry ice, and retail 
packaged welding gases.

III. The Parties

    Air Liquide is an international company specializing in industrial 
gases and related services. Air Liquide is the fourth-largest 
atmospheric gas producer in the United States, operating forty-nine 
liquid ASUs spread throughout the country. In the United States, Air 
Liquide also operates two nitrous oxide production facilities and 
eleven liquid carbon dioxide production facilities, six of which also 
produce dry ice. Air Liquide has largely exited its retail packaged gas 
and hardgoods business in the United States, but still operates five 
branch locations in Alaska. In 2015, Air Liquide's revenue totaled 
[euro]16.4 billion, with [euro]3.9 billion coming from the United 
States.
    Airgas, headquartered in Radnor, Pennsylvania, is the leading U.S. 
distributor of packaged industrial, medical, and specialty gases and 
hardgoods, such as welding equipment and supplies. Airgas is the fifth-
largest atmospheric gas producer in the United States, operating 
seventeen liquid ASUs, most of which are concentrated in the eastern 
half of the country. Airgas also operates a number of other industrial 
gas production plants, including three nitrous oxide production 
facilities, eleven liquid carbon dioxide production facilities, and 
fourteen dry ice production facilities. Airgas operates a network of 
approximately nine hundred retail branches where it sells hardgoods and 
packaged gas. For the fiscal year ending March 31, 2015, Airgas's 
consolidated net sales were approximately $5.3 billion, with over 98% 
of those revenues coming from the United States.

IV. The Relevant Markets for Bulk Oxygen, Bulk Nitrogen, and Bulk Argon

    Atmospheric gases are gases that are present in the Earth's 
atmosphere. Industrial gas suppliers like Airgas and Air Liquide 
produce atmospheric gases for use in a wide range of applications, 
including oil and gas, steelmaking, health care, and food 
manufacturing. Liquid oxygen, nitrogen, and argon are three of the most 
widely used atmospheric industrial gases, and each has specific 
properties that make it uniquely suited for the applications for which 
it is used. For most of these applications, there is no substitute for 
the use of oxygen, nitrogen, or argon.
    Atmospheric gases are distributed to customers in different forms 
and methods depending on the volume of gas the customer requires. 
Customers who require large volumes are supplied either by on-site ASUs 
that are located at the customer's facility or by a

[[Page 31639]]

pipeline connecting a plant to that customer. Bulk customers are those 
who have significant volume requirements, but are not large enough to 
justify on-site or pipeline gas delivery. Bulk customers typically are 
supplied with bulk oxygen, bulk nitrogen, or bulk argon in cryogenic 
trailers carrying the gas in liquid form. The liquid form is more 
condensed than the gaseous form and therefore easier to transport and 
store in large quantities. The bulk liquid gases are then stored in 
tanks located at the customer site. From there, customers can either 
use the product in its liquid form or convert it back to gas. Small-
volume customers purchase nitrogen, oxygen, or argon in cylinders 
containing the product in gaseous form. These smaller customers are 
usually served by distributors, who receive their product from 
industrial gas suppliers in bulk liquid form. It is not feasible for 
bulk oxygen, bulk nitrogen, or bulk argon customers to switch 
distribution methods because their demand is too great for cylinder 
delivery and too small for on-site, or pipeline delivery.
    For atmospheric gases, the ratio of the product's value to its 
transportation costs largely determines the relevant geographic market. 
Due to the relatively low sales price of bulk oxygen and nitrogen and 
the significant freight costs associated with transporting them, these 
gases can generally only be shipped economically a maximum distance of 
approximately 100 to 250 miles from the ASU that produces the gas. 
Therefore, it is appropriate to analyze the competitive effects of the 
proposed acquisition in regional geographic markets for bulk oxygen and 
bulk nitrogen. The relevant geographic markets in which to analyze the 
effects of the proposed acquisition are: (1) The Northeast; (2) the 
Mid-Atlantic; (3) the Southeast; (4) Atlanta and surrounding areas; (5) 
Arkansas and surrounding areas; (6) Oklahoma and surrounding areas; (7) 
Western Kentucky and surrounding areas; (8) Chicago, Milwaukee, and 
surrounding areas; (9) Western Ohio and surrounding areas; and (10) 
Pittsburgh, Cleveland, and surrounding areas. Because bulk argon is a 
rarer and more expensive product than bulk oxygen and bulk nitrogen, it 
may be economically transported over greater distances. Therefore, the 
relevant geographic area in which to analyze the effects of the 
proposed acquisition on the bulk argon market is the United States.
    The proposed acquisition would harm competition in the relevant 
markets for bulk oxygen and bulk nitrogen. Each market includes areas 
in which both Air Liquide and Airgas have plants that are particularly 
well situated to economically serve a large set of customers. The 
proposed acquisition would eliminate an important source of competition 
for those customers, would increase concentration in the relevant 
markets, and would cause prices to rise. For bulk argon, there are six 
significant suppliers in the United States, the largest of which is Air 
Liquide. The proposed acquisition would substantially increase 
concentration in bulk argon, creating a highly concentrated market.

V. The Relevant Market for Bulk Nitrous Oxide

    Nitrous oxide is a clear, odorless gas that is produced by heating 
and purifying ammonium nitrate. Commonly known as ``laughing gas,'' 
nitrous oxide is mainly used by dentists as an analgesic or a weak 
anesthetic. Other uses for nitrous oxide include augmenting combustion 
in automotive products, oxidizing rocket fuel, and manufacturing 
whipped cream and semiconductors. Customers who purchase nitrous oxide 
in bulk form are typically distributors who repackage the gas in 
smaller quantities. Most sales for end-use are made in cylinders to 
dental offices. Because of the unique properties of nitrous oxide, 
other gases are not considered substitutes. Consequently, customers 
would not switch to another gas or product even if the price of bulk 
nitrous oxide increased by five to ten percent.
    Currently only five nitrous oxide production facilities service the 
entire United States and Canada. Bulk nitrous oxide is typically 
transported in tanker trucks. When purchasing bulk nitrous oxide, 
customers are not concerned with finding the closest production 
facility when choosing a supplier. Therefore, the relevant geographic 
area in which to analyze the effects of the proposed acquisition on the 
bulk nitrous oxide market is the United States and Canada.
    Air Liquide and Airgas are the only two producers of nitrous oxide 
in the United States and Canada. Airgas is the largest producer of 
nitrous oxide in North America and maintains three separate facilities 
located Cantonment, Florida, Yazoo City, Mississippi, and Maitland, 
Ontario. Air Liquide operates two North American nitrous oxide plants 
in Donora, Pennsylvania and Richmond, California. The proposed 
acquisition would produce a monopoly in the market for bulk nitrous 
oxide.

VI. The Relevant Markets for Bulk Liquid Carbon Dioxide

    Carbon dioxide is a ``process gas,'' meaning that it is captured as 
a by-product of other manufacturing processes, such as ethanol, 
ammonia, and hydrogen. It is also captured from natural sources such as 
natural gas wells. The carbon dioxide is then put in liquid form 
through a cryogenic process in plants typically located adjacent to 
carbon dioxide gas sources. The most common application for liquid 
carbon dioxide is food and beverage production, where it is used to 
carbonate beverages, chill and freeze food, and stun animals before 
they are slaughtered. For the vast majority of applications, there are 
no viable substitutes for liquid carbon dioxide.
    Suppliers deliver liquid carbon dioxide to customers in bulk 
trailers or rail cars. Most customers store liquid carbon dioxide in 
tanks located at their manufacturing facilities until it is used. 
Customers would not switch to micro-bulk or cylinder delivery because 
bulk delivery is far cheaper and they would have to contend with 
managing significantly more deliveries to meet their needs. In 
addition, customers would not consider self-sourcing liquid carbon 
dioxide unless the cost increased significantly more than ten percent 
because extracting carbon dioxide requires expensive infrastructure and 
the supply of carbon dioxide is shrinking.
    Significant freight costs associated with transporting liquid 
carbon dioxide relative to its sales price make it economical to ship 
liquid carbon dioxide no more than 250 miles by truck. In areas with 
few or no carbon dioxide sources, liquid carbon dioxide is shipped as 
much as 750 miles by rail. Therefore, it is appropriate to analyze the 
competitive effects of the proposed acquisition in regional geographic 
markets for bulk liquid carbon dioxide. For bulk liquid carbon dioxide, 
the relevant geographic markets in which to analyze the effects of the 
proposed acquisition are: (1) Indiana, Kentucky, and surrounding areas; 
(2) Mississippi and surrounding areas; and (3) the Texas Panhandle and 
surrounding areas.
    Two of the three relevant markets for bulk liquid carbon dioxide 
are highly concentrated and the proposed acquisition would 
substantially increase concentration. While the Indiana, Kentucky and 
surrounding areas market is moderately concentrated, the proposed 
acquisition would produce a significant increase in concentration and 
would leave the combined entity as the leading supplier. In addition, 
for some customers in that region, the merging firms are the closest 
competitors.

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VII. The Relevant Markets for Dry Ice

    In the United States, both parties produce and sell dry ice. Dry 
ice is the solid form of carbon dioxide, and a significant portion of 
the carbon dioxide market. It is produced when liquid carbon dioxide is 
injected into an atmospheric chamber, which causes some of the liquid 
carbon dioxide to vaporize into a gas, while reducing the temperature 
of the remaining liquid. The remaining liquid solidifies into a snow-
like consistency. This snow is then collected and pressed into dry ice 
blocks or pellets, and distributed to customers in standard or bulk 
pellet bags, or in blocks, slices, or sticks. Dry ice has many 
applications, including shipping of frozen food and medical supplies, 
cooling of materials during production, and industrial blast cleaning. 
It is used in a variety of industries such as food processing, 
transportation, and biotechnology. Suppliers of dry ice either sell 
directly to end users, or wholesale to distributors or resellers. For 
the vast majority of applications, there are no viable substitutes for 
dry ice.
    Dry ice begins to dissipate as soon as it is produced. As a result, 
dry ice is not typically transported more than 150 miles to a customer, 
although where local supply is insufficient, customers are willing to 
have dry ice shipped up to 350 miles. Therefore, it is appropriate to 
analyze the competitive effects of the proposed acquisition in regional 
geographic markets for dry ice. The relevant geographic markets in 
which to analyze the effects of the proposed acquisition are: (1) The 
San Francisco Bay Area; (2) Iowa and surrounding areas; and (3) the 
Texas Panhandle and surrounding areas.
    Air Liquide and Airgas are the only two producers of dry ice in the 
San Francisco Bay Area. Consequently, the proposed acquisition, without 
remedy, would lead to Air Liquide holding a monopoly. In the two 
remaining dry ice markets, the proposed acquisition would substantially 
decrease competition in an already highly concentrated market, and 
would leave the combined entity as the leading supplier.

VIII. The Relevant Markets for Retail Packaged Welding Gases

    Air Liquide and Airgas operate retail packaged gas stores in close 
proximity to each other in Anchorage, Fairbanks, and Kenai, Alaska. 
Packaged welding gas and hardgoods stores are outlets where customers 
can purchase cylinders of various gases and related hardgoods used for 
welding, such as safety gear and other physical goods. While customers 
may choose to purchase both their packaged welding gases and hardgoods 
at the same retail location, they are also willing to purchase packaged 
welding gas from one store and hardgoods from another. Customers cannot 
turn to alternatives for their packaged welding gases, such as bulk 
delivery from ASUs or filling their own cylinders because their 
purchasing volumes are too low to justify large quantity purchases. 
Additionally, for the vast majority of applications, there are no 
viable substitutes for packaged welding gases.
    Generally, purchasers of packaged welding gases travel 
approximately twenty-five miles to make purchases at retail outlets. 
Even in Alaska, where there are fewer retail stores and customers may 
be willing to travel further, it is unlikely that customers would 
travel over fifty miles to a retail location to purchase packaged 
welding gases. Therefore, it is appropriate to analyze the competitive 
effects of the proposed acquisition in local geographic markets for 
retail packaged welding gas. Accordingly, the relevant geographic 
markets at issue in this case are the local areas of: (1) Anchorage, 
Alaska; (2) Fairbanks, Alaska; and (3) Kenai, Alaska. The proposed 
acquisition would reduce the number of competitors from two to one in 
each of these markets.

VIIII. Effects of the Acquisition

    The proposed acquisition would eliminate direct and substantial 
competition between Air Liquide and Airgas in each of the relevant 
markets, provide Air Liquide with a larger base of sales on which to 
enjoy the benefit of a unilateral price increase, and eliminate a 
competitor to which customers otherwise could have diverted their sales 
in markets where alternative sources of supply are limited. The 
proposed acquisition, therefore, likely would allow Air Liquide to 
exercise market power unilaterally, increasing the likelihood that 
purchasers of bulk oxygen, bulk nitrogen, bulk argon, bulk nitrous 
oxide, bulk liquid carbon dioxide, dry ice, or retail packaged welding 
gas would be forced to pay higher prices in the relevant areas.
    The proposed acquisition would also enhance the likelihood of 
collusion or coordinated action between or among the remaining firms in 
the relevant markets for bulk oxygen, bulk nitrogen, bulk argon, bulk 
liquid carbon dioxide, and dry ice because a significant competitor 
would be eliminated, and only a small number of viable competitors 
would remain. In addition, certain conditions prevalent in these 
relevant markets, including the relative homogeneity of the firms and 
products involved and availability of detailed market information, are 
conducive to collusion or coordinated action.

X. Entry

    New entry into the relevant markets would not occur in a timely 
manner sufficient to deter or counteract the likely adverse competitive 
effects of the proposed acquisition.
    Entry into the bulk oxygen, nitrogen, and argon markets is costly, 
difficult, and unlikely because of, among other things, the time and 
cost required to construct the ASUs that produce these products. 
Constructing an ASU at a scale sufficient to be viable in the market 
would cost at least $30 to $100 million, most of which are sunk costs. 
Moreover, it is not economically justifiable to build an ASU unless a 
significant amount of the plant's capacity has been pre-sold prior to 
construction, either to an on-site customer or to customers with 
commitments under contract. Such pre-sale opportunities occur 
infrequently and unpredictably and can take several years to secure.
    Entry into the bulk nitrous oxide market is costly, difficult, and 
unlikely because of, among other things, the time and cost required to 
construct a plant capable of producing nitrous oxide. Constructing such 
a plant would cost at least $5 to $10 million, and the demand for 
nitrous oxide is generally insufficient to justify the investment in 
building a nitrous oxide plant. In addition, there are regulatory 
barriers to overcome due to the hazardous nature of producing nitrous 
oxide.
    Entry into the bulk liquid carbon dioxide and dry ice markets would 
also not be timely, likely, or sufficient to deter or counteract the 
adverse competitive effects of the proposed acquisition. Constructing a 
plant capable of producing bulk liquid carbon dioxide would cost at 
least $10 to $30 million. In addition, successful entry into the bulk 
liquid carbon dioxide market requires access to raw carbon dioxide 
supply sources, which are typically unavailable due to long-term 
contracts with incumbent liquid carbon dioxide suppliers. For dry ice 
production, there are similar entry barriers. Because liquid carbon 
dioxide is the primary input in dry ice production, the most 
significant barrier to entering the market for dry ice is obtaining a 
liquid carbon dioxide source. The entrant would also have to build a 
dry ice facility, but sales opportunities would likely be too small

[[Page 31641]]

to justify the sunk costs associated with the required investment.
    Entry into the retail packaged welding gases market would also not 
be timely, likely or sufficient to deter or counteract the likely 
adverse competitive effects of the proposed acquisition. Currently, Air 
Liquide is the only entity capable of filling packaged gases in the 
relevant geographic markets for retail packaged welding gas, all of 
which are in Alaska. A new entrant would be required either to purchase 
bulk gases and construct a fill plant to put the gases in packaged form 
or to establish a supply network to transport packaged gases from a 
fill plant outside of Alaska to the relevant geographic markets. 
Because of these obstacles, new entry into the relevant markets is 
unlikely to occur.

XI. The Consent Agreement

    The proposed Consent Agreement is designed to eliminate the 
competitive concerns raised by Air Liquide's proposed acquisition of 
Airgas in each relevant market. Under the terms of the proposed Consent 
Agreement, Air Liquide is required to divest sixteen ASUs, twelve of 
which are currently owned and operated by Air Liquide and four of which 
are currently owned and operated by Airgas. The Air Liquide-operated 
ASUs are located in: (1) Burlington, Wisconsin; (2) Chattanooga, 
Tennessee; (3) Feura Bush, New York; (4) Holland, Ohio; (5) Mapleton, 
Illinois; (6) Middletown, Ohio; (7) Mount Vernon, Indiana; (8) 
Pittsboro, Indiana; (9) St. Marys, Pennsylvania; (10) Spartanburg, 
South Carolina; (11) Wake Forest, North Carolina; and (12) West Point, 
Virginia. The Airgas-operated ASUs are located in: (1) Carrollton, 
Kentucky; (2) Gaston, South Carolina; (3) Lawton, Oklahoma; and (4) 
Mulberry, Arkansas. Air Liquide is also required to divest both of its 
nitrous oxide plants, one located in Denora, Pennsylvania and the other 
in Richmond, California. Air Liquide must also divest four co-located 
liquid carbon dioxide and dry ice facilities, which comprise its entire 
dry ice business, located in: (1) Borger, Texas; (2) Galva, Iowa; (3) 
Sioux City, Iowa; (4) and Martinez, California.
    Additionally, Air Liquide will divest two liquid carbon dioxide-
only facilities in Madison, Mississippi and Washington, Indiana along 
with the associated rail depot located in Fort Meade, Florida. Lastly, 
Air Liquide will divest Airgas's retail packaged welding gas and 
hardgoods stores located in Anchorage, Fairbanks, and Kenai, Alaska. 
Additionally, with regard to the ASU assets, although the 
anticompetitive effects of Air Liquide's acquisition of Airgas are 
related to the bulk liquid oxygen, nitrogen, and argon markets, the 
pipeline oxygen and nitrogen businesses and contracts located at the 
ASUs are also being divested because they are critical to the 
viability, efficiency, and competitiveness of each plant. Air Liquide 
has agreed to divest the required facilities, together with all related 
equipment, customer and supply contracts, technology, and goodwill, to 
one or more Commission-approved buyers within four months of 
consummating its transaction with Airgas.
    Any acquirer of the divested assets must receive the prior approval 
of the Commission. The Commission's goal in evaluating possible 
purchasers of divested assets is to maintain the competitive 
environment that existed prior to the acquisition. A proposed acquirer 
of divested assets must not itself present competitive problems. There 
are a number of parties interested in purchasing the assets to be 
divested that have the expertise, experience, and financial viability 
to successfully purchase and manage these assets and retain the current 
level of competition in the relevant markets. The Commission is 
therefore satisfied that sufficient potential buyers for the divested 
assets in each relevant market currently exist.
    The proposed Consent Agreement incorporates a proposed Order to 
Maintain Assets to ensure the continued operations of the divestiture 
assets while a sale is conducted, and for a brief transition period 
once the Commission approves a buyer for the assets. The proposed Order 
to Maintain Assets also allows the Commission to appoint an interim 
monitor to oversee compliance with all the obligations and 
responsibilities under the proposed Order and requires Air Liquide to 
execute an agreement conferring upon the interim monitor all of the 
rights, powers, and authorities necessary to permit the monitor to 
ensure the continued health and competitiveness of the divested 
businesses.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Agreement, and it is not intended to constitute an 
official interpretation of the proposed Consent Agreement or to modify 
its terms in any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2016-11763 Filed 5-18-16; 8:45 am]
 BILLING CODE 6750-01-P