[Federal Register Volume 83, Number 227 (Monday, November 26, 2018)]
[Notices]
[Pages 60446-60499]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-25593]
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DEPARTMENT OF JUSTICE
Antitrust Division
United States v. CRH plc, et al.; Response to Public Comment
Notice is hereby given pursuant to the Antitrust Procedures and
Penalties Act, 15 U.S.C. Sec. 16(b)-(h), that one comment was received
concerning the proposed Final Judgment in this case, and that comment
together with the Response of the United States to Public Comment have
been filed with the United States District Court for the District of
Columbia in United States of America v. CRH plc, et al., Civil Action
No. 1:18-cv-1473. Copies of the comment and the United States' Response
are available for inspection on the Antitrust Division's website at
http://www.justice.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.
Patricia A. Brink,
Director of Civil Enforcement.
United States District Court for the District of Columbia
United States of America, Plaintiff, v. CRH PLC, CRH Americas
Materials, Inc., and Pounding Mill Quarry Corporation, Defendants.
Case No. 18-cv-1473-DLF
Judge: Dabney L. Friedrich
RESPONSE OF PLAINTIFF UNITED STATES TO PUBLIC COMMENT ON THE PROPOSED
FINAL JUDGMENT
Pursuant to the requirements of the Antitrust Procedures and
Penalties Act (the ``APPA'' or ``Tunney Act''), 15 U.S.C. Sec. Sec.
16(b)-(h), the United States hereby responds to the public comment
received regarding the proposed Final Judgment in this case. After
careful consideration of the submitted comment, the United States
continues to believe that the divestiture required by the proposed
Final Judgment provides an effective and appropriate remedy for the
antitrust violation alleged in the Complaint. In addition, the
divestiture has the effect of increasing competitive choices for some
customers. As a result of the divestiture, two quarries that previously
did not compete--because they were under common ownership--now do. The
United States will move the Court for entry of the proposed Final
Judgment after the public comment and this response have been published
pursuant to 15 U.S.C. Sec. 16(d).
I. PROCEDURAL HISTORY
Defendants CRH plc and CRH Americas Materials, Inc. (collectively,
``CRH'') agreed to acquire the assets of Defendant Pounding Mill Quarry
Corporation (``Pounding Mill''), which primarily consisted of four
aggregate quarries located in West Virginia and Virginia. The United
States filed a civil antitrust Complaint on June 22, 2018, seeking to
enjoin the proposed acquisition. The Complaint alleged that the likely
effect of this acquisition would be to lessen competition substantially
in the markets for aggregate and asphalt concrete that are used in West
Virginia Department of Transportation (``WVDOT'') road projects in
southern West Virginia. This loss of competition likely would result in
increased prices and decreased service in these markets. Therefore, the
Complaint alleged that the proposed acquisition violates Section 7 of
the Clayton Act, 15 U.S.C. Sec. 18, and should be enjoined.
Simultaneously with the filing of the Complaint, the United States
filed a proposed Final Judgment, a Stipulation signed by Plaintiff and
Defendants consenting to entry of the proposed Final Judgment after
compliance with the requirements of the Tunney Act, 16 U.S.C. Sec. 16,
and a Competitive Impact Statement (``CIS'') describing the transaction
and the proposed Final Judgment. The United States published the
proposed Final Judgment and the CIS in the Federal Register on July 2,
2018, see 83 Fed. Reg. 30956 (July 2, 2018), and caused summaries of
the proposed Final Judgment and CIS, together with directions for the
submission of written comments relating to the proposed Final Judgment,
to be published in the Washington Post and Bluefield Daily Telegraph
from July 2, 2018, through July 10, 2018. The 60-day public comment
period ended on September 10, 2018. The United States received one
public comment. See Tunney Act Comments of the State of West Virginia
on the Proposed Final Judgment (``WV Comment''), attached hereto as
Exhibit A.
II. 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 60-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
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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 (D.C. 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. U.S. Airways Group, Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014)
(explaining that the ``court's inquiry is limited'' in Tunney Act
settlements); United States v. InBev N.V./S.A., No. 08-1965 (JR), 2009
U.S. Dist. LEXIS 84787, 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 mechanisms to enforce the final
judgment are clear and manageable'').
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 in the government's complaint, whether the decree is
sufficiently clear, whether its 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) (quoting
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. Instead:
[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).\1\
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\1\ See also 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'').
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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 U.S. Airways, 38 F. Supp. 3d
at 74-75 (noting that a court should not reject the proposed remedies
because it believes others are preferable and that room must be made
for the government to grant concessions in the negotiation process for
settlements); 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 government's prediction as to the effect of
proposed remedies, its perception of the market structure, and its
views of the nature of the case''). The ultimate question is 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.' '' Microsoft, 56 F.3d at 1461 (quoting United States v.
Western Elec. Co., 900 F.2d 283, 309 (D.C. Cir. 1990)). 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 U.S. Airways,
38 F. Supp. 3d at 75 (noting that the court must simply determine
whether there is a factual foundation for the government's decisions
such that its conclusions regarding the proposed settlements are
reasonable); 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 a court in this district 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,\2\ 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); see also U.S. Airways, 38 F.
Supp. 3d at 76 (indicating that a court is not required to hold an
evidentiary hearing or to permit intervenors as part of its review
under the Tunney Act). This language explicitly wrote into the statute
what Congress intended when it first 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)
[[Page 60448]]
(statement of Sen. 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 by precedent and the nature of Tunney Act proceedings.'' SBC
Commc'ns, 489 F. Supp. 2d at 11. A court can make its public interest
determination based on the competitive impact statement and response to
public comments alone. U.S. Airways, 38 F. Supp. 3d at 76. See also
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''); 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.'').
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\2\ The 2004 amendments substituted ``shall'' for ``may'' in
directing relevant factors for a 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).
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III. THE INVESTIGATION AND PROPOSED FINAL JUDGMENT
The Department of Justice conducted an extensive investigation into
the proposed acquisition and the proposed divestiture. The Department
reviewed business documents, conducted economic analysis, and
interviewed a substantial number of customers and actual and potential
competitors in the aggregate and asphalt-concrete markets to ascertain
whether the acquisition would be anticompetitive. The Department also
worked extensively with the State of West Virginia and, in particular,
the agency most familiar with the markets at issue, WVDOT, which sets
quality standards for aggregate used in road construction and repair
and qualifies suppliers of aggregate to bid on WVDOT road projects.
Later, the Department thoroughly vetted the potential divestiture over
the course of several months, a process that included re-interviewing
customers, competitors, and the proposed divestiture buyer, document
and data requests, and the retention of an expert geologist. Throughout
this process, the Department worked in cooperation with the WVDOT to
ensure it was satisfied that the divestiture would eliminate any
concerns about the acquisition.\3\
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\3\ The Department's cooperation with WVDOT included seeking and
obtaining comments and revisions to the proposed Final Judgment.
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In the Complaint, the United States alleged that CRH supplies
aggregate in Wyoming, Raleigh, Mercer, and Summers Counties in West
Virginia (these counties are referred to in the Complaint as ``Southern
West Virginia''). Before being acquired by CRH, Pounding Mill owned two
quarries that also supplied aggregate in Southern West Virginia.
Without the divestiture, the proposed acquisition would have resulted
in CRH owning nearly all of the aggregate quarries that supply Southern
West Virginia and would have eliminated the horizontal, head-to-head
competition between CRH and Pounding Mill in the supply of aggregate.
The Complaint also alleged that the acquisition would raise
vertical competition concerns. In addition to aggregate, CRH produces
and sells asphalt concrete. Aggregate is an essential input in asphalt
concrete. AAA Paving and Sealing, Inc. (``AAA Paving''), a recent
entrant, is the only company that competes with CRH to supply asphalt
concrete in Southern West Virginia. Before the acquisition, AAA Paving
relied on Pounding Mill to supply the aggregate it needs to manufacture
asphalt concrete. The acquisition therefore would have put the quarries
that are AAA Paving's only economically viable sources of aggregate
under the ownership of CRH, its competitor in the sale of asphalt
concrete. According to the Complaint, if CRH were to acquire its
rival's only economically viable source of aggregate, it would have the
incentive and ability to disadvantage AAA Paving by withholding this
essential input or supplying it on less favorable terms, resulting in
higher prices for the sale of asphalt concrete in Southern West
Virginia.
Under the proposed Final Judgment, CRH is required to divest
Pounding Mill's Rocky Gap quarry located in Rocky Gap, Virginia
(hereinafter, the ``Rocky Gap Quarry'') and related assets to Salem
Stone Corporation (``Salem Stone''). See Figure 1, below. After a
thorough evaluation of Salem Stone, the United States approved Salem
Stone as the buyer. Salem Stone is a strong aggregate competitor in
markets near Southern West Virginia. Salem Stone has extensive
experience producing and selling aggregate, and is familiar with both
WVDOT's approval process and with the surrounding area. As a result,
Salem Stone is well-positioned to operate the divestiture assets and
provide meaningful competition.
The divestiture required by the proposed Final Judgment therefore
will preserve, and indeed in some respects increase, competition in the
markets for WVDOT aggregate and WVDOT asphalt concrete by establishing
a new, independent, and economically viable WVDOT aggregate supplier in
Southern West Virginia. The divestiture also will ensure that AAA
Paving, CRH's sole competitor in the supply of asphalt concrete, has an
independent aggregate supplier to which it could economically turn.
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IV. SUMMARY OF COMMENT AND THE UNITED STATES' RESPONSE
A. Summary of WVAGO Comment
The State of West Virginia through its Office of the Attorney
General (``WVAGO'') submitted the only comment received in this matter.
The comment contends that the proposed settlement will not resolve the
competitive concerns the United States alleged in its Complaint because
the settlement will not preserve AAA Paving's ability to compete in the
sale of asphalt concrete.\4\ The comment contends that two companies--
CRH and AAA Paving--supply asphalt concrete in the southern part of
West Virginia and that if CRH were to acquire Pounding Mill's quarries,
AAA Paving would not have an independent source of supply for the
aggregate it needs to manufacture asphalt concrete. (WV Comment, ] 1.)
The comment also contends that the Mercer Quarry, which CRH acquired
from Pounding Mill, is the closest source of aggregate to the southern
part of West Virginia.\5\ (Id. at ] 2.) The comment claims that AAA
Paving's next-closest alternative, the Rocky Gap Quarry, is not a
viable option for AAA Paving because that quarry is 17 miles away from
AAA Paving. (Id. at ]] 5, 10.) The comment further claims that
purchasing from the Rocky Gap Quarry would require AAA Paving to incur
higher costs for its aggregate, which would make AAA Paving's asphalt
concrete less competitive. (Id. at ] 7.)
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\4\ The State of West Virginia currently is litigating an
antitrust action against CRH and others in the Circuit Court of
Kanawha County, West Virginia. That lawsuit alleged, across the
entire state of West Virginia, ``monopolization of the markets for
aggregates, asphalt, and asphalt paving as well as unreasonable
restraints of trade in those markets.'' (WV Comment, p. 1.) The
United States' proposed Final Judgment is not intended to resolve
these much broader claims, but instead is designed to remedy the
anticompetitive effects in a four-county area that would otherwise
result from the combination of CRH and Pounding Mill.
\5\ The comment does not define the geographic area it refers to
as the ``southern part of the State of West Virginia.'' The
geographic area described in the comment may differ from the four-
county area defined in the United States' Complaint as ``Southern
West Virginia.''
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WVAGO's comment also expresses the following concerns. First, the
comment contends that CRH has refused to supply AAA Paving with
aggregate on several occasions since it acquired the Mercer Quarry.
(Id. at ] 4.) Second, the comment claims that when CRH refused to
supply AAA Paving with aggregate from the Mercer Quarry, CRH provided
AAA Paving with monetary credits to account for the additional trucking
costs AAA Paving would incur by having to purchase aggregate from the
Rocky Gap Quarry, but that ``CRH will not provide those trucking
credits forever.'' (Id. at ] 6.) Finally, the comment contends that AAA
Paving's costs for aggregate have already increased since CRH acquired
Pounding Mill. (Id. at ] 10.)
B. The United States' Response
The United States evaluated WVAGO's comment, investigated the basis
for the claims in the comment, and continues to believe that the
divestiture of the Rocky Gap Quarry completely remedies the
anticompetitive harm alleged in the Complaint. The proposed Final
Judgment secures a structural remedy that fully addresses both the
horizontal harm alleged in the aggregate market and the vertical harm
alleged in the asphalt-concrete market. The divestiture of Pounding
Mill's Rocky Gap Quarry to Salem Stone creates a new competitor in
Southern West Virginia and therefore preserves the competition that
would have been lost
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absent the divestiture. Indeed, as discussed in more detail below, AAA
Paving views the divestiture as leaving it with more alternative
sources of aggregate than it had before the acquisition, because the
Rocky Gap Quarry now is a nearby alternative to CRH's Mercer Quarry.
Terry Parks, Vice President of AAA Paving, believes that the Rocky
Gap Quarry is a viable alternative to the Mercer Quarry for AAA
Paving's aggregate needs. See Declaration of Terry Parks (``Parks
Decl.''), attached hereto as Exhibit B, at ] 6. The comment incorrectly
claims that AAA Paving would need to truck aggregate 17 miles from the
Rocky Gap Quarry. The Rocky Gap Quarry is 14 miles away from AAA
Paving, and only 7.5 miles further away from AAA Paving than the Mercer
Quarry. (Id.) Mr. Parks' declaration directly refutes WVAGO's claim
that AAA Paving would not be competitive in the asphalt-concrete market
if it had to purchase aggregate from the Rocky Gap Quarry. (Id. at ] 8
(``The Rocky Gap Quarry is a viable alternative to the Mercer Quarry
for AAA Paving's aggregate requirements. To obtain aggregate from the
Rocky Gap Quarry, AAA Paving would need to truck aggregate an
additional 7.5 miles beyond the distance from AAA Paving's plant to the
Mercer Quarry. I do not anticipate that that additional distance would
significantly raise my costs.'').)
Moreover, the allegations upon which WVAGO bases its comment are
unsupported and factually incorrect. For example, the comment states
that CRH refused to supply AAA Paving with aggregate on several
occasions since CRH acquired the Mercer Quarry. (WV Comment, ] 4). Mr.
Parks, however, confirmed that CRH has never refused to provide AAA
Paving with aggregate. (Parks Decl., ] 7.) Indeed, according to Mr.
Parks, AAA Paving continues to purchase aggregate from the Mercer
Quarry and the prices CRH charges AAA Paving have not increased since
CRH acquired the quarry. (Id.) Further, while WVAGO alleged that AAA
Paving's costs for aggregate have increased since CRH acquired Pounding
Mill, Mr. Parks states that AAA Paving's costs for aggregate have not
in fact increased. (Id.)
In addition, the comment states that CRH provided AAA Paving with
credits when it refused to supply AAA Paving with aggregate from the
Mercer Quarry to account for the additional trucking costs that AAA
Paving would incur by having to purchase from the Rocky Gap Quarry, but
``CRH will not provide those trucking credits forever.'' (WV Comment, ]
6.) Mr. Parks, however, explained that while CRH has supplied AAA
Paving with discounts (or credits), it was not because CRH refused to
supply AAA Paving with aggregate. (Parks Decl., ] 10.) Rather, the
discounts were a goodwill gesture by CRH, because a major road
construction project near the Mercer Quarry was causing significant
traffic delays. (Id.) CRH offered to supply AAA Paving from a CRH
quarry that is further away and provide AAA Paving with discounts to
make up for the additional trucking costs. (Id.) At this point, AAA
Paving has not purchased any aggregate from the Rocky Gap Quarry. (Id.
at ] 9.)
Further, AAA Paving and other aggregate customers stand to benefit
from the divestiture of the Rocky Gap Quarry to Salem Stone. The
divestiture creates competition between the Rocky Gap Quarry and the
Mercer Quarry, which previously did not compete because both were owned
by Pounding Mill. Prior to the acquisition, the closest competing
aggregate suppliers for customers near the Mercer Quarry were located
in Lewisburg, West Virginia--over 60 miles to the northeast. Due to the
high cost of trucking aggregate, prices for aggregate are often
disciplined by the total cost to the purchaser of obtaining aggregate
from the next closest quarry, which includes the additional trucking
costs of transporting aggregate from a farther quarry. The closer
quarry can price aggregate just below the amount the customer would pay
to obtain aggregate from the next closest quarry. So, prior to the
acquisition, the Mercer Quarry should have set its prices to AAA Paving
just below what the Lewisburg, West Virginia quarries would charge,
based on their likely transportation costs. After the divestiture, the
next closest competitor to the Mercer Quarry is now the Rocky Gap
Quarry, which is over 50 miles closer; AAA Paving will need to travel
only about 7.5 additional miles to obtain aggregate from the Rocky Gap
Quarry. (Id. at ] 6). Consequently, the price of aggregate quoted to
AAA Paving and other customers from the Rocky Gap Quarry is likely to
be lower following the divestiture than it would have been prior to the
acquisition. In sum, the divestiture ensures that CRH's acquisition of
Pounding Mill will not result in less competition or fewer alternatives
for AAA Paving or other nearby customers.
V. CONCLUSION
After careful consideration of the public comment, the Department
continues to believe that the proposed Final Judgment, as drafted,
provides an effective and appropriate remedy for the antitrust
violations alleged in the Complaint, and is therefore in the public
interest. The Department will move this Court to enter the proposed
Final Judgment after the comment and this response are published
pursuant to 15 U.S.C. Sec. 16(d).
Dated: November 16, 2018
Respectfully submitted,
FOR PLAINTIFF
UNITED STATES OF AMERICA
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Christine A. Hill
Attorney, United States Department of Justice, Antitrust Division,
Defense, Industrials, and Aerospace Section, 450 Fifth Street, N.W.,
Suite 8700, Washington, D.C. 20530, (202) 305-2738,
[email protected]
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[FR Doc. 2018-25593 Filed 11-23-18; 8:45 am]
BILLING CODE 4410-11-C