[Federal Register Volume 85, Number 130 (Tuesday, July 7, 2020)]
[Notices]
[Pages 40653-40655]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-14508]


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FEDERAL TRADE COMMISSION

[File No. 201-0074]


Tri Star Energy, LLC; Analysis of Consent Orders To Aid Public 
Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement; request for comment.

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

DATES: Comments must be received on or before August 6, 2020.

ADDRESSES: Interested parties may file comments online or on paper, by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Please write: ``Tri Star 
Energy, LLC; File No. 201-0074'' on your comment, and file your comment 
online at https://www.regulations.gov by following the instructions on 
the web-based form. If you prefer to file your comment on paper, please 
mail your comment to the following address: Federal Trade Commission, 
Office of the Secretary, 600 Pennsylvania Avenue NW, Suite CC-5610 
(Annex D), Washington, DC 20580; or deliver your comment to the 
following address: Federal Trade Commission, Office of the Secretary, 
Constitution Center, 400 7th Street SW, 5th Floor, Suite 5610 (Annex 
D), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Ashley Masters (202-326-2291), Bureau 
of Competition, Federal Trade Commission, 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 a consent order to cease and desist, having been filed with 
and accepted, subject to final approval, by the Commission, has been 
placed on the public record for a period of thirty (30) days. The 
following Analysis of Agreement Containing Consent Orders to Aid Public 
Comment describes the terms of the consent agreement and the 
allegations in the complaint. An electronic copy of the full text of 
the consent agreement package can be obtained from the FTC website (for 
June 24, 2020), at this web address: https://www.ftc.gov/news-events/commission-actions.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before August 6, 2020. 
Write ``Tri Star Energy, LLC; File No. 201-0074'' on your comment. Your 
comment--including your name and your state--will be placed on the 
public record of this proceeding, including, to the extent practicable, 
on the https://www.regulations.gov website.
    Due to the public health emergency in response to the COVID-19 
outbreak and the agency's heightened security screening, postal mail 
addressed to the Commission will be subject to delay. We strongly 
encourage you to submit your comments online through the https://www.regulations.gov website.
    If you prefer to file your comment on paper, write ``Tri Star 
Energy, LLC; File No. 201-0074'' 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

[[Page 40654]]

D), Washington, DC 20024. If possible, submit your paper comment to the 
Commission by courier or overnight service.
    Because your comment will be placed on the publicly accessible 
website at https://www.regulations.gov, you are solely responsible for 
making sure that your comment does not include any sensitive or 
confidential information. In particular, your comment should not 
include any sensitive personal information, such as your or anyone 
else's Social Security number; date of birth; driver's license number 
or other state identification number, or foreign country equivalent; 
passport number; financial account number; or credit or debit card 
number. You are also solely responsible for making sure your comment 
does not include any sensitive health information, such as medical 
records or other individually identifiable health information. In 
addition, your comment should not include any ``trade secret or any 
commercial or financial information which . . . is privileged or 
confidential''--as provided by Section 6(f) of the FTC Act, 15 U.S.C. 
46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)--including in 
particular competitively sensitive information such as costs, sales 
statistics, inventories, formulas, patterns, devices, manufacturing 
processes, or customer names.
    Comments containing material for which confidential treatment is 
requested must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with FTC Rule 4.9(c). In particular, 
the written request for confidential treatment that accompanies the 
comment must include the factual and legal basis for the request, and 
must identify the specific portions of the comment to be withheld from 
the public record. See FTC Rule 4.9(c). Your comment will be kept 
confidential only if the General Counsel grants your request in 
accordance with the law and the public interest. Once your comment has 
been posted on the public FTC website--as legally required by FTC Rule 
4.9(b)--we cannot redact or remove your comment from the FTC website, 
unless you submit a confidentiality request that meets the requirements 
for such treatment under FTC Rule 4.9(c), and the General Counsel 
grants that request.
    Visit the FTC website at http://www.ftc.gov to read this Notice and 
the news release describing this matter. 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 August 6, 2020. For information on the 
Commission's privacy policy, including routine uses permitted by the 
Privacy Act, see https://www.ftc.gov/site-information/privacy-policy.

Analysis of Consent Orders To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted for 
public comment, subject to final approval, an Agreement Containing 
Consent Orders (``Consent Agreement'') from Tri Star Energy, LLC (``Tri 
Star'') and Hollingsworth Oil Company, Inc., C & H Properties, and 
Ronald L. Hollingsworth (``Hollingsworth'' and collectively, the 
``Respondents''). The Consent Agreement is designed to remedy the 
anticompetitive effects that likely would result from Tri Star's 
proposed acquisition of retail fuel assets from Hollingsworth.
    Under the terms of the proposed Consent Agreement, Tri Star must 
divest to the upfront buyer, Cox Oil Company, Inc. (``Cox''), retail 
fuel assets in two local markets in Tennessee. Tri Star must complete 
the divestiture within 10 days after the closing of Tri Star's 
acquisition of Hollingsworth. The Commission and Respondents have 
agreed to an Order to Maintain Assets that requires Respondents to 
operate and maintain each divestiture outlet in the normal course of 
business through the date Cox acquires the outlet.
    The Commission has placed the proposed Consent Agreement on the 
public record for 30 days to solicit comments from interested persons. 
Comments received during this period will become part of the public 
record. After 30 days, the Commission will again review the proposed 
Consent Agreement and the comments received, and will decide whether it 
should withdraw from the Consent Agreement, modify it, or make it 
final.

II. The Respondents

    Respondent Tri Star, a company headquartered in Nashville, 
Tennessee, owns and operates convenience stores and retail fuel outlets 
throughout Tennessee, Alabama, Georgia, and Kentucky. Tri Star operates 
89 convenience stores with attached retail fuel outlets, including 82 
in Tennessee. Tri Star's convenience stores operate under the Twice 
Daily, Hightail, and t-Fuel names, and its retail fuel outlets sell 
under a variety of third-party branded and unbranded fuel banners. Tri 
Star also supplies fuel to a network of 285 dealer locations.
    Respondent Mr. Ronald L. Hollingsworth, a resident of the state of 
Tennessee, controls both Hollingsworth Oil Company, Inc. and C & H 
Properties, entities operating in Tennessee. Hollingsworth operates a 
network of 54 convenience stores under the Sudden Service name with 
attached retail fuel outlets throughout middle Tennessee. Hollingsworth 
provides a variety of third-party branded and unbranded fuels at its 
Sudden Service outlets and to 172 wholesale fuel locations.

III. The Proposed Acquisition

    On March 6, 2020, Tri Star entered into an agreement to acquire 
certain retail fuel outlets and other interests, from Hollingsworth and 
related entities (the ``Acquisition''). The Acquisition would expand 
Tri Star's presence throughout middle Tennessee.
    The Commission's Complaint alleges that the Acquisition, if 
consummated, would violate Section 7 of the Clayton Act, as amended, 15 
U.S.C. 18, and that the Acquisition agreement constitutes a violation 
of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 
45, by substantially lessening competition for the retail sale of 
gasoline and the retail sale of diesel in each of two local markets in 
Tennessee.

IV. The Retail Sales of Gasoline and Diesel

    The Commission's Complaint alleges that the relevant product 
markets in which to analyze the Acquisition are the retail sale of 
gasoline and the retail sale of diesel fuel. Consumers require gasoline 
for their gasoline-powered vehicles and can purchase gasoline only at 
retail fuel outlets. Likewise, consumers require diesel for their 
diesel-powered vehicles and can purchase diesel only at retail fuel 
outlets. The retail sale of gasoline and the retail sale of diesel fuel 
constitute separate relevant markets because the two are not 
interchangeable--vehicles that run on gasoline cannot run on diesel and 
vehicles that run on diesel cannot run on gasoline.
    The Commission's Complaint alleges the relevant geographic markets 
in which to assess the competitive effects of the Acquisition are two 
local markets in and around Whites Creek, Tennessee, and Greenbrier, 
Tennessee.
    The geographic markets for retail gasoline and retail diesel are 
highly localized, ranging up to a few miles, depending on local 
circumstances. Each relevant market is distinct and fact-dependent, 
reflecting a number of considerations, including commuting

[[Page 40655]]

patterns, traffic flows, and outlet characteristics. Consumers 
typically choose between nearby retail fuel outlets with similar 
characteristics along their planned routes. The geographic markets for 
the retail sale of diesel are likely similar to the corresponding 
geographic markets for retail gasoline as many diesel consumers exhibit 
the same preferences and behaviors as gasoline consumers.
    The Acquisition would eliminate competition in these local markets, 
resulting in a merger to monopoly in each market for the retail sale of 
gasoline and the retail sale of diesel fuel. Retail fuel outlets 
compete on price, store format, product offerings, and location, and 
pay close attention to competitors in close proximity, on similar 
traffic flows, and with similar store characteristics. The combined 
entity would be able to raise prices unilaterally in the two local 
markets. Absent the Acquisition, Tri Star and Hollingsworth would 
continue to compete head to head in these local markets.
    Entry into each relevant market would not be timely, likely, or 
sufficient to deter or counteract the anticompetitive effects arising 
from the Acquisition. Significant entry barriers include the 
availability of attractive real estate, the time and cost associated 
with constructing a new retail fuel outlet, and the time associated 
with obtaining necessary permits and approvals.

V. The Proposed Consent Agreement

    The proposed Consent Agreement would remedy the Acquisition's 
likely anticompetitive effects by requiring Tri Star to divest certain 
Tri Star and Hollingsworth retail fuel assets to Cox in each local 
market.
    The proposed Consent Agreement requires that the divestiture be 
completed no later than 10 days after Tri Star consummates the 
Acquisition. The proposed Consent Agreement further requires Tri Star 
and Hollingsworth to maintain the economic viability, marketability, 
and competitiveness of each divestiture asset until the divestiture to 
Cox is complete. For up to twelve months following the divestiture, Tri 
Star and Hollingsworth must make available transitional services, as 
needed, to assist Cox with the divestiture assets.
    In addition to requiring outlet divestitures, the proposed Consent 
Agreement also requires Respondents to provide the Commission notice 
before re-acquiring the divested outlets for ten years. The prior 
notice provision is necessary because an acquisition of either or both 
divested assets would likely raise the same competitive concerns and 
may fall below the HSR Act premerger notification thresholds.
    The proposed Consent Agreement contains additional provisions 
designed to ensure the effectiveness of the proposed relief. For 
example, Respondents have agreed to an Order to Maintain Assets that 
will issue at the time the proposed Consent Agreement is accepted for 
public comment. The Order to Maintain Assets requires Respondents to 
operate and maintain each divestiture outlet in the normal course of 
business, through the date the Respondents complete the divestiture. 
The Commission may appoint an independent third party as a Monitor to 
oversee the Respondents' compliance with the requirements of the 
proposed Consent Agreement.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent agreement, and the Commission does not intend this 
analysis to constitute an official interpretation of the proposed 
Consent Agreement or to modify its terms in any way.

    By direction of the Commission, Commissioner Slaughter not 
participating.
April J. Tabor,
Secretary.
[FR Doc. 2020-14508 Filed 7-6-20; 8:45 am]
BILLING CODE 6750-01-P