[Federal Register Volume 80, Number 56 (Tuesday, March 24, 2015)]
[Notices]
[Pages 15605-15609]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-06626]
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FEDERAL TRADE COMMISSION
[File No. 141 0171]
Par Petroleum Corporation and Mid Pac Petroleum, LLC; Analysis of
Proposed Consent Order 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 draft complaint and the terms of the consent order--
embodied in the consent agreement--that would settle these allegations.
[[Page 15606]]
DATES: Comments must be received on or before April 17, 2015.
ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/parmidpacconsent online or on paper, by
following the instructions in the Request for Comment part of the
SUPPLEMENTARY INFORMATION section below. Write ``Par Petroleum
Corporation--Consent Agreement; File No. 141-0171'' on your comment and
file your comment online at https://ftcpublic.commentworks.com/ftc/parmidpacconsent by following the instructions on the web-based form.
If you prefer to file your comment on paper, write ``Par Petroleum
Corporation--Consent Agreement; File No. 141-0171'' 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: Anna Kertesz, Bureau of Competition,
(202-326-2511), 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 March 18, 2015), 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 April 17, 2015.
Write ``Par Petroleum Corporation--Consent Agreement; File No. 141-
0171'' 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 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/parmidpacconsent 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 ``Par Petroleum
Corporation--Consent Agreement; File No. 141-0171'' 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 April 17, 2015. 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 Order To Aid Public Comment
Introduction
The Federal Trade Commission (``Commission'') has accepted from Par
Petroleum Corporation (``Par''), subject to final approval, an
Agreement Containing Consent Order (``Consent Agreement'') designed to
remedy the anticompetitive effects resulting from Par's proposed
acquisition of 100% of the outstanding voting securities of Koko'oha
Investments, Inc. (``Koko'oha''), which owns all of the membership
interests of Mid Pac Petroleum, LLC (``Mid Pac''). Under the terms of
the proposed Decision and Order (``Order'') contained in the Consent
Agreement, Par must terminate its acquired storage and throughput
rights at Aloha Petroleum, Ltd.'s (``Aloha'') Barbers Point Terminal
(``Barbers Point Terminal'').
The Consent Agreement has been placed 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 Consent Agreement and the
comments received, and will decide whether it should withdraw from the
Consent Agreement, modify it, or make the Order final.
The Parties
Par, a publicly-traded diversified energy company based in Houston,
Texas, engages in the refining, bulk supply, transportation, and
marketing of
[[Page 15607]]
petroleum products in Hawaii through its wholly-owned subsidiary,
Hawaii Independent Energy, LLC (``HIE''). HIE owns and operates the
94,000 barrel-per-day Kapolei refinery on Oahu and refined product
terminals in Hawaii. HIE markets gasoline through its Tesoro-branded
retail locations and wholesale and retail sales to third parties.
Koko'oha, through its wholly-owned subsidiary Mid Pac, engages in
the bulk supply, marketing, and distribution of petroleum products in
Hawaii. Mid Pac owns and operates refined products terminals and is the
exclusive licensee of the ``76'' gasoline brand in Hawaii. Mid Pac
markets gasoline through its branded retail locations and wholesale and
retail sales to third parties.
The Proposed Acquisition
Pursuant to an Agreement and Plan of Merger dated June 2, 2014, Par
proposes to acquire Koko'oha for $107 million (the ``Acquisition'').
The Commission's Complaint alleges that the Acquisition, if
consummated, would violate Section 7 of the Clayton Act, as amended, 15
U.S.C. 18, and Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. 45, by substantially lessening competition in the
market for bulk supply of Hawaii-grade gasoline blendstock (``HIBOB'')
in the state of Hawaii.
The Relevant Market
The relevant product market in which to analyze the competitive
effects of the Acquisition is the bulk supply of HIBOB. Refineries
produce HIBOB from crude oil. HIBOB is the only gasoline blendstock
that, when combined with ethanol, yields gasoline that meets the
standards and specifications of Hawaii law. No substitute exists for
HIBOB for motor vehicles that must use Hawaii-grade gasoline.
Bulk supply means the provision of larger-than-truckload volumes of
petroleum products, which can come from local refineries or via ocean-
going vessels. Bulk suppliers need bulk volumes of gasoline blendstock
(either through their own refinery operations or through imports) and
terminal capacity. Bulk suppliers deliver bulk supply of HIBOB into
gasoline terminals for storage and local distribution, or for further
pipeline or marine shipment. No alternative exists to the bulk supply
of HIBOB.
The relevant geographic market in which to assess the competitive
effects of the Acquisition is Hawaii. Bulk suppliers refine HIBOB in,
or import it into, Hawaii.
The Structure of the Market
Bulk supply of HIBOB comes from either the two local refineries or
imports from out of state via ocean-going vessels. Par and Chevron
Corporation (``Chevron'') are the only local refiners. Non-refiners
Aloha and Mid Pac can supply bulk volumes to Hawaii, for distribution
throughout the state, by receiving imported HIBOB cargoes through
Barbers Point Terminal. This is the only terminal in Hawaii not owned
by a local refiner that can receive full waterborne cargoes of HIBOB
from out of state. By virtue of a long-term storage and throughput
agreement, Mid Pac holds substantial storage and throughput rights at
Barbers Point Terminal, which provides Mid Pac with sufficient terminal
access to handle and distribute imported HIBOB cargoes.\2\ The four
bulk suppliers--Par, Mid Pac, Chevron, and Aloha--own or control access
to all of the Hawaii gasoline terminals that handle bulk volumes of
HIBOB.
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\2\ Aloha entered the storage and throughput agreement with Mid
Pac in mid-2005, shortly after the Commission sought to enjoin
Aloha's acquisition of Trustreet Properties LLP, Aloha's fifty-
percent partner in the Barbers Point Terminal at the time. The
Commission subsequently dismissed its complaint in that matter. See
Press Release, Fed. Trade Comm'n, FTC Resolves Aloha Petroleum
Litigation (Sept. 6, 2005), available at https://www.ftc.gov/news-events/press-releases/2005/09/ftc-resolves-aloha-petroleum-litigation.
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Effects of the Acquisition
The Acquisition is likely to substantially lessen competition and
lead to higher prices for bulk supply of HIBOB in Hawaii. The potential
for competitive harm from the Acquisition stems from the importance of
imports in establishing HIBOB prices. Although Aloha and Mid Pac
typically buy bulk supply of HIBOB from Par and Chevron, Aloha and Mid
Pac use their import capabilities to obtain favorable HIBOB bulk supply
prices from the local refiners. Aloha and Mid Pac's import capabilities
serve to constrain local refiners' bulk supply prices of HIBOB.
The Acquisition would weaken the threat of imports and relax a
competitive constraint on HIBOB bulk supply prices. Although the
Acquisition reduces from four to three the number of bulk suppliers of
HIBOB, the increase in concentration from the loss of Mid Pac does not
give rise to competitive concerns. Mid Pac's ability to command import
parity pricing makes it a bulk supply market participant, but the
evidence did not show that Mid Pac's participation in bulk supply or
downstream markets is competitively significant. However, Par's
acquisition of Mid Pac's storage rights at Barbers Point Terminal would
result in Par and Aloha sharing access to the terminal. Through these
acquired rights, Par could limit Aloha's use of the terminal and hamper
Aloha's ability to import bulk supply of HIBOB, thus weakening Aloha's
ability to use its import capabilities to obtain better bulk supply
prices. With Aloha as a weakened competitor, Par could unilaterally
exercise market power post-merger or increase the likelihood and degree
of coordination between Par and Chevron. As a result, the Acquisition
likely would increase the price of bulk supply of HIBOB, which would
ultimately lead to higher gasoline prices for Hawaii consumers.
Entry Conditions
Entry into the relevant line of commerce in the relevant section of
the country would not be timely, likely, or sufficient to deter or
counteract the anticompetitive effects arising from the Acquisition.
The prospect of new entry through construction of a refinery or import-
capable terminal is extremely remote, given the financial, regulatory,
and logistical challenges such entry would need to surmount. It is also
unlikely that a new entrant would import HIBOB to counteract the
competitive harm described above, as current bulk suppliers have no
incentive to offer terminal access to create or support entry by a new
bulk supply competitor.
The Decision and Order
The Order resolves the competitive concerns raised by the
Acquisition by preserving flexibility for HIBOB imports at Barbers
Point Terminal. The Order requires Par to terminate its rights at
Barbers Point Terminal within 5 days after the closing date of the
Acquisition. The Order allows Par to retain only those rights necessary
to load a limited number of tanker trucks at Barbers Point Terminal
truck rack. These rights would not interfere with the storage and
handling of full cargoes of imported HIBOB at Barbers Point Terminal.
The Commission must approve any modification to Par's rights to load
products at Barbers Point Terminal or any new agreement relating to
storage or throughput rights at Barbers Point Terminal. Par may renew
or extend the agreement that permits the loading of tanker trucks at
Barbers Point Terminal truck rack, without prior Commission approval.
In addition, the Order obligates Par to provide the Commission
prior written notice of an acquisition of any leasehold, ownership, or
any other
[[Page 15608]]
interest in any assets engaged in the bulk supply of HIBOB in Hawaii.
In light of the post-acquisition structure of the HIBOB bulk supply
market, Par's future acquisition of any interest enumerated above could
raise competitive concerns that may warrant careful investigation by
the Commission. However, Par may acquire, without prior written notice,
rights or assets not used for bulk supply, which would not result in an
increase in concentration in the relevant market. Specifically, the
Order excludes from prior written notice the acquisitions of: (i)
Pipeline throughput rights, (ii) barges or other vessels engaged only
in inter-island movement of HIBOB, or (iii) petroleum product terminals
or other storage facilities that are unable to receive at least 150,000
barrels of petroleum products in a single delivery from out of state on
ocean-going vessels. The acquisition of these rights or assets would
not raise competitive concerns in the bulk supply of HIBOB in Hawaii.
To ensure Par's compliance with the Order, Par must submit periodic
compliance reports and give the Commission prior notice of certain
events that might affect its compliance obligations arising from the
Order. Lastly, the Order terminates after 10 years.
The purpose of this analysis is to facilitate public comment on the
Consent Agreement, and it is not intended to constitute an official
interpretation of the Order or to modify its terms in any way.
By direction of the Commission, Commissioner Wright dissenting.
Donald S. Clark,
Secretary.
Statement of the Federal Trade Commission \1\ In the Matter of Pac
Petroleum Corporation and Mid Pac Petroleum, LLC
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\1\ Chairwoman Ramirez, Commissioner Brill, Commissioner
Ohlhausen, and Commissioner McSweeny join in this statement.
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The Commission has reason to believe the proposed acquisition of
Koko'oha Investment Inc.'s wholly-owned subsidiary Mid Pac Petroleum,
LLC by Par Petroleum Corporation is likely to substantially lessen
competition in the bulk supply of Hawaii-grade gasoline blendstock, in
violation of Section 7 of the Clayton Act. The transaction is likely to
impede the ability of Aloha Petroleum, Ltd., the only remaining bulk
supplier without a local refinery, to use imports to constrain the
local refiners' bulk supply prices. Par has agreed to settle the
Commission's charges. Our remedy counteracts the alleged potential
anticompetitive effects of the proposed acquisition without eliminating
any of the efficiencies from the combination of Par and Mid Pac.
As set forth in the complaint, the competitive concerns from this
acquisition stem from the unique characteristics of the Hawaiian market
for bulk supply of Hawaii-grade gasoline blendstock (``HIBOB''), which
is blended with ethanol to make finished gasoline. Other than Par and
Chevron, Aloha is the only owner of a commercial gasoline terminal in
Hawaii that is capable of receiving economical shipments of imported
HIBOB--the Barbers Point terminal. Pursuant to a long-term storage and
throughput agreement, Mid Pac currently shares access to Barbers
Point.\2\ Par and Chevron can produce more gasoline (HIBOB and other
gasoline blending components) than is consumed in Hawaii, rendering
imports unnecessary. However, Aloha's ability to threaten credibly to
import HIBOB constrains the prices charged by the local refiners and,
ultimately, the price paid by Hawaii gasoline consumers. Aloha's
ability to threaten to import at Barbers Point thus is key to
negotiations with Par and Chevron.
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\2\ Mid Pac acquired its rights to the Barbers Point terminal in
2005 after the Commission's challenge of Aloha's acquisition of
Trustreet Properties LLP, which was Aloha's 50 percent partner in
the terminal at the time.
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The Commission's investigation uncovered evidence that Par's
acquisition of Mid Pac's throughput and storage rights at Barbers Point
would give Par the incentive and ability to reduce Aloha's capability
to constrain prices through importing, thereby increasing the price
Aloha pays for bulk supply. As an incumbent local refiner that seeks to
supply Aloha, Par would have an incentive to use the Barbers Point
rights strategically and differently than Mid Pac. By storing
substantial amounts of gasoline for an extended period, Par could
reduce the size of an import cargo that Aloha could receive at the
terminal. This would force Aloha to spread substantial fixed freight
costs over a smaller number of barrels of gasoline, which would
significantly increase its cost-per-barrel of importing. Contrary to
Commissioner Wright's assertion, the evidence shows that market
participants, including Aloha itself, believe Par might profitably seek
to adopt this strategy.
Our reason to believe that Par would take steps leading to this
competitive harm also flows from evidence and analysis suggesting that
the benefits to Par of such a strategy outweigh its likely costs. The
costs to Par associated with storing the amount of product necessary to
tie up Aloha's import capability at Barbers Point appear modest at
best. At the same time, Par stands to benefit significantly, in its
bulk supply and downstream businesses, from even a slight increase in
bulk supply prices.
Moreover, even if the benefit to Par depends on Chevron following
Par's strategy, evidence from the investigation suggests a substantial
risk that Chevron would respond in that fashion. As the only other
incumbent local refiner and potential local supplier to Aloha, Chevron
also stands to benefit if Aloha's import costs are increased.
Regardless of where in the supply chain it occurs, any increase in
prices would harm Hawaii gasoline consumers.
The proposed consent order is narrowly tailored to address these
specific competitive concerns by requiring the termination of Par's
acquired storage and throughput rights at Aloha's Barbers Point
terminal.\3\ There is no evidence that this particular remedy would
eliminate any of the efficiencies arising from the acquisition. The
prior approval and notice provisions in the proposed consent order
provide additional safeguards to alert the Commission of any future
agreements or acquisitions that might similarly harm competition, while
imposing minimal reporting requirements on Par. Under these
circumstances, we believe that the remedy furthers the public interest.
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\3\ Aloha and Par had entered into negotiations regarding the
termination of Par's storage and throughput rights at the Barbers
Point terminal before the Commission identified this as a
competitive concern.
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Dissenting Statement of Commissioner Joshua D. Wright In the Matter of
Par Petroleum Corporation/Koko'oha Investments, Inc. (Mid Pac
Petroleum, LLC)
The Commission has voted to issue a Complaint and a Decision &
Order against Par Petroleum Corporation (``Par'') to remedy the
allegedly anticompetitive effects of Par's proposed acquisition of Mid
Pac Petroleum, LLC (``Mid Pac''). I dissented from the Commission's
decision because the evidence is insufficient to provide reason to
believe Par's acquisition will substantially lessen competition in bulk
supply of Hawaii-grade gasoline blendstock (``HIBOB'') in the state of
Hawaii, in violation of Section 7 of the Clayton Act.\1\ I commend
Staff for their
[[Page 15609]]
hard work in this matter. Staff has worked diligently to collect and
analyze evidence related to numerous product markets within the
Hawaiian gasoline industry. Indeed, Staff's thorough investigation has
narrowed the scope of potential competitive concerns arising from the
proposed transaction to the single theory of harm alleged in the
Complaint. Based upon the evidence, I concluded there is no reason to
believe the proposed transaction is likely to lessen competition in any
relevant market. It follows, in my view, that the Commission should
close the investigation and allow the parties to complete the merger
without imposing a remedy.
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\1\ The Complaint alleges Mid Pac and Aloha participate in the
bulk supply of HIBOB by virtue of the fact that they could command
import parity pricing. While I am not persuaded by that assertion,
my analysis of the transaction's likely competitive effects does not
turn upon whether Mid Pac and Aloha are classified as bulk
suppliers. Nor does the theory of harm articulated in the Complaint
depend upon a reduction in the number of competitors in the bulk-
supplied HIBOB market. I assume, arguendo, that the market
definition articulated in the Complaint is correct and use it
throughout this statement without loss of generality.
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The Complaint articulates a theory of competitive harm arising from
the proposed transaction based upon the possibility that Par, a bulk
supplier of HIBOB, will foreclose a potential downstream customer,
Aloha Petroleum, Ltd. (``Aloha''), from its ability to import to
discipline the prices of bulk-supplied HIBOB. Par's acquisition of Mid
Pac includes the latter's storage rights at Barbers Point Terminal. Mid
Pac and Aloha each currently have storage rights at Barbers Point
Terminal sufficient to allow them to import HIBOB. After the merger,
Par and Aloha would share access to the terminal. The theory of harm
articulated in the Complaint is that Par would have the incentive and
ability to use its newly acquired Mid Pac storage rights to ``park''
petroleum products at Barbers Point Terminal, and that this strategy
would reduce or eliminate Aloha's ability to discipline bulk supply
prices by threatening to import HIBOB, thus resulting in higher HIBOB
prices which would ultimately be passed on to Hawaii consumers.
The theory that Par might exclude Aloha in this way is certainly a
plausible basis for further investigation. Indeed, competitive concerns
involving the potential for exclusion are commonly invoked in
transactions with vertical dimensions, though empirical evidence
demonstrates vertical transactions are generally, but not always,
procompetitive or competitively benign.\2\ The question, however, is
whether the record evidence supports the theory. In short, the answer
is no. For Par to have the incentive and ability to engage in this
strategy, it must be profitable for it to do so. Neither economic
analysis nor record evidence gives me reason to believe this is so. The
evidence strongly suggests such an exclusionary strategy would not be
profitable without Chevron Corporation's (``Chevron's'') cooperation.
Chevron is the only other Hawaiian refiner aside from Par capable of
selling bulk supplies of HIBOB to Aloha. Such tacit or explicit
coordination to exclude Aloha is highly unlikely in the HIBOB market.
Furthermore, the record evidence also indicates Aloha, the potential
victim of the strategy, does not have any reason to believe Par would
adopt this potentially anticompetitive strategy. Thus, I have no reason
to believe that post-acquisition, Par will have the incentive and
ability to raise prices of the bulk supply of HIBOB.
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\2\ See generally James C. Cooper, et al., Vertical Antitrust
Policy as a Problem of Inference, 23 Int'l J. Indus. Org. 639
(2005); Francine Lafontaine & Margaret Slade, Exclusive Contracts
and Vertical Restraints: Empirical Evidence and Public Policy, in
Handbook of Antitrust Economics (Paolo Buccirossi, ed., 2008).
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Prior to entering into a consent agreement with the merging
parties, the Commission must first find reason to believe that a merger
likely will substantially lessen competition under Section 7 of the
Clayton Act. The fact that the Commission believes the proposed consent
order is costless is not relevant to this determination. A plausible
theory may be sufficient to establish the mere possibility of
competitive harm, but that theory must be supported by record evidence
to establish reason to believe its likelihood. Modern economic analysis
supplies a variety of tools to assess rigorously the likelihood of
competitive harm. These tools are particularly important where, as
here, the conduct underlying the theory of harm--that is, vertical
integration--is empirically established to be procompetitive more often
than not. Here, to the extent those tools were used, they uncovered
evidence that, consistent with the record as a whole, is insufficient
to support a reason to believe the proposed transaction is likely to
harm competition. Thus, I respectfully dissent and believe the
Commission should close the investigation and allow the parties to
complete the merger without imposing a remedy.
[FR Doc. 2015-06626 Filed 3-23-15; 8:45 am]
BILLING CODE 6750-01-P