Federal Register / Vol. 75, No. 225 / Tuesday, November 23, 2010 / Notices 71441 

1The comment must be accompanied by an 

explicit request for confidential treatment, 

including the factual and legal basis for the request, 

and must identify the specific portions of the 

comment to be withheld from the public record. 

The request will be granted or denied by the 

Commission’s General Counsel, consistent with 

applicable law and the public interest. See FTC 

Rule 4.9(c), 16 CFR 4.9(c). 

standards in section 4 of the BHC Act 

(12 U.S.C. 1843). Unless otherwise 

noted, nonbanking activities will be 

conducted throughout the United States. 

Unless otherwise noted, comments 

regarding each of these applications 

must be received at the Reserve Bank 

indicated or the offices of the Board of 

Governors not later than December 17, 

2010. 

A. Federal Reserve Bank of Boston 

(Richard Walker, Community Affairs 

Officer) P.O. Box 55882, Boston, 

Massachusetts 02106–2204: 

1. Brookline Bancorp, Inc., Brookline, 

Massachusetts; to become a bank 

holding company by acquiring 100 

percent of the voting shares of First 

Ipswich Bancorp, and thereby acquire 

First National Bank of Ipswich, both of 

Ipswich, Massachusetts. 

In connection with this application, 

Applicant also has applied to retain 

voting shares of Brookline Bank, 

Brookline, Massachusetts and thereby 

continue to operate a savings 

association, and Eastern Funding, LLC, 

New York, New York, which will 

continue to operate an equipment 

finance company, pursuant to sections 

225.28(b)(1), (b)(3), and (b)(4)(ii), of 

Regulation Y. 

B. Federal Reserve Bank of Chicago 

(Colette A. Fried, Assistant Vice 

President) 230 South LaSalle Street, 

Chicago, Illinois 60690–1414: 

1. River Holding Company, Stoddard, 

Wisconsin; to acquire 51 percent of the 

voting shares of Community Business 

Bancshares, Inc., and thereby indirectly 

acquire voting shares of Community 

Business Bank, both of Sauk City, 

Wisconsin. 

C. Federal Reserve Bank of Dallas (E. 

Ann Worthy, Vice President) 2200 

North Pearl Street, Dallas, Texas 75201– 

2272: 

1. Commercial Bancshares, Inc., El 

Campo, Texas; to become a bank 

holding company by acquiring 60 

percent of the voting shares of El Campo 

Bancshares, Inc., and thereby indirectly 

acquire voting shares of Commercial 

State Bank, both of El Campo, Texas. 

Board of Governors of the Federal Reserve 

System, November 18, 2010. 

Robert deV. Frierson, 

Deputy Secretary of the Board. 

[FR Doc. 2010–29489 Filed 11–22–10; 8:45 am] 

BILLING CODE 6210–01–P 

FEDERAL TRADE COMMISSION 

[File No. 101 0142] 

Universal Health Services, Inc. and 

Psychiatric Solutions, Inc.; Analysis of 

Agreement Containing Consent Orders 

To Aid Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

Federal law prohibiting unfair or 

deceptive acts or practices or 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. 

DATES: Comments must be received on 

or before December 15, 2010. 

ADDRESSES: Interested parties are 

invited to submit written comments 

electronically or in paper form. 

Comments should refer to ‘‘Universal 

Health Services, File No. 101 0142’’ to 

facilitate the organization of comments. 

Please note that your comment— 

including your name and your State— 

will be placed on the public record of 

this proceeding, including on the 

publicly accessible FTC Web site, at 

http://www.ftc.gov/os/ 

publiccomments.shtm. 

Because comments will be made 

public, they should not include any 

sensitive personal information, such as 

an individual’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. Comments 

also should not include any sensitive 

health information, such as medical 

records or other individually 

identifiable health information. In 

addition, comments should not include 

any ‘‘[t]rade secret or any commercial or 

financial information which is obtained 

from any person and which is privileged 

or confidential. * * * ’’ as provided in 

Section 6(f) of the FTC Act, 15 U.S.C. 

46(f), and Commission Rule 4.10(a)(2), 

16 CFR 4.10(a)(2). 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), 16 CFR 4.9(c).1

Because paper mail addressed to the 

FTC is subject to delay due to 

heightened security screening, please 

consider submitting your comments in 

electronic form. Comments filed in 

electronic form should be submitted by 

using the following Web link: https:// 

ftcpublic.commentworks.com/ftc/ 

psychsolutions and following the 

instructions on the Web-based form. To 

ensure that the Commission considers 

an electronic comment, you must file it 

on the Web-based form at the Web link: 

https://ftcpublic.commentworks.com/ 

ftc/psychsolutions. If this Notice 

appears at http://www.regulations.gov/ 

search/index.jsp, you may also file an 

electronic comment through that Web 

site. The Commission will consider all 

comments that regulations.gov forwards 

to it. You may also visit the FTC Web 

site at http://www.ftc.gov/ to read the 

Notice and the news release describing 

it. 

A comment filed in paper form 

should include the ‘‘Universal Health 

Services, File No. 101 0142’’ reference 

both in the text and on the envelope, 

and should be mailed or delivered to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Room H–135 (Annex D), 600 

Pennsylvania Avenue, NW., 

Washington, DC 20580. The FTC is 

requesting that any comment filed in 

paper form be sent by courier or 

overnight service, if possible, because 

U.S. postal mail in the Washington area 

and at the Commission is subject to 

delay due to heightened security 

precautions. 

The Federal Trade Commission Act 

(‘‘FTC Act’’) and other laws 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, 

whether filed in paper or electronic 

form. Comments received will be 

available to the public on the FTC Web 

site, to the extent practicable, at 

http://www.ftc.gov/os/ 

publiccomments.shtm. As a matter of 

discretion, the Commission makes every 

effort to remove home contact 

information for individuals from the 

public comments it receives before 

placing those comments on the FTC 

Web site. More information, including 

routine uses permitted by the Privacy 

Act, may be found in the FTC’s privacy 

mstockstill on DSKH9S0YB1PROD with NOTICES

71442 Federal Register / Vol. 75, No. 225 / Tuesday, November 23, 2010 / Notices 

policy, at http://www.ftc.gov/ftc/ 

privacy.shtm. 

FOR FURTHER INFORMATION CONTACT: 

Kenneth W. Field (202–326–2868), FTC 

Bureau of Competition, 600 

Pennsylvania Avenue, NW., 

Washington, DC 20580. 

SUPPLEMENTARY INFORMATION: Pursuant 

to section 6(f) of the Federal Trade 

Commission Act, 38 Stat. 721, 15 U.S.C. 

46(f), and § 2.34 the Commission Rules 

of Practice, 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 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 November 15, 2010), on 

the World Wide Web, at http:// 

www.ftc.gov/os/actions.shtm. A paper 

copy can be obtained from the FTC 

Public Reference Room, Room 130–H, 

600 Pennsylvania Avenue, NW., 

Washington, DC 20580, either in person 

or by calling (202) 326–2222. 

Public comments are invited, and may 

be filed with the Commission in either 

paper or electronic form. All comments 

should be filed as prescribed in the 

ADDRESSES section above, and must be 

received on or before the date specified 

in the DATES section. 

Analysis of Agreement Containing 

Consent Order 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 Alan B. 

Miller and Universal Health Services, 

Inc. (collectively, ‘‘UHS’’) and 

Psychiatric Solutions, Inc. (‘‘PSI’’). The 

purpose of the proposed Consent 

Agreement is to remedy the 

anticompetitive effects that would 

otherwise result from UHS’s acquisition 

of PSI. Under the terms of the proposed 

Consent Agreement, UHS is required to 

divest four psychiatric facilities and 

eleven affiliated clinics operating in 

three local acute inpatient psychiatric 

care markets to acquirers who receive 

the approval of the Commission. The 

proposed Consent Agreement also 

requires UHS to divest all related assets 

and real property necessary to ensure 

that the buyer(s) of the divested 

facilities will be able to quickly and 

fully replicate the competition that 

would have otherwise been eliminated 

by the acquisition. Finally, UHS and PSI 

have agreed to an Order to Hold 

Separate and Maintain Assets (‘‘Hold 

Separate Order’’) that requires UHS to 

maintain and hold separate the facilities 

to be divested pending their final 

divestiture pursuant to the Consent 

Agreement. 

The proposed Consent Agreement has 

been placed on the public record for 

thirty days to solicit comments from 

interested persons. Comments received 

during this period will become part of 

the public record. After thirty days, the 

Commission again will review the 

proposed Consent Agreement and 

comments received, and decide whether 

it should withdraw the Consent 

Agreement, modify the Consent 

Agreement, or make it final. 

On May 16, 2010, UHS and PSI 

entered into a merger agreement under 

which UHS proposes to acquire all of 

the outstanding voting securities of PSI 

for approximately $2.0 billion in cash, 

and to assume approximately $1.1 

billion of PSI debt. 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 removing an 

actual, direct, and substantial 

competitor from three local markets for 

acute inpatient psychiatric care. The 

proposed Consent Agreement would 

remedy the alleged violations by 

requiring complete divestitures in each 

of the three markets. These divestitures 

will replace the competition that 

otherwise would be lost in these 

markets as a result of the proposed 

acquisition. 

The Parties 

UHS, headquartered in King of 

Prussia, Pennsylvania, owns or operates 

25 general acute care hospitals and 102 

behavioral health facilities located in 32 

States, Washington, DC, and Puerto 

Rico. It is one of the nation’s largest 

hospital management companies, with 

2009 revenues totaling approximately 

$5.2 billion. In 2009, UHS’s 102 

behavioral health facilities generated 

approximately $1.3 billion in revenue 

(25% of total revenues) from nearly 

8,000 licensed beds and over 2 million 

patient days. 

PSI, headquartered in Franklin, 

Tennessee, operates 94 inpatient 

behavioral health facilities in 32 States, 

Puerto Rico, and the U.S. Virgin Islands. 

The 11,000 licensed beds at these 

facilities accounted for 2.8 million 

patient days in 2009. The company also 

manages the behavioral health programs 

for 109 general acute care hospitals 

owned by third parties. PSI’s revenue 

for the twelve months ending December 

31, 2009 was approximately $1.8 

billion. Behavioral health facilities and 

residential treatment centers generated 

93% of 2009 revenues and the contract 

management business accounted for the 

remaining 7%. 

Acute Inpatient Psychiatric Services 

UHS’s proposed acquisition of PSI 

poses substantial antitrust concerns in 

the relevant product market of acute 

inpatient psychiatric services. Acute 

inpatient psychiatric services are those 

provided for the diagnosis, treatment, 

and care of patients deemed to be a 

threat to themselves or others or unable 

to perform basic life functions, due to an 

acute psychiatric condition. 

The three acute inpatient psychiatric 

services markets are local in nature. 

Analysis of patient flow data and 

evidence gathered from market 

participants indicate that patients and 

their families prefer to find care close to 

home in order to facilitate visits or 

participation in family therapy. Also, 

emergency responders typically 

transport patients in acute psychiatric 

distress to the nearest emergency room 

for treatment or placement. The three 

acute inpatient psychiatric services 

markets affected by the proposed 

acquisition are: the State of Delaware; 

the Las Vegas, Nevada metropolitan 

statistical area; and the Commonwealth 

of Puerto Rico. 

The proposed acquisition would 

dramatically increase market 

concentration in each of the relevant 

acute inpatient psychiatric markets. The 

markets already range from moderately 

to highly concentrated prior to the 

acquisition. In each market, the 

proposed acquisition would 

significantly increase market 

concentration and eliminate substantial, 

direct competition between two 

significant acute inpatient psychiatric 

care providers. Under the 2010 

Department of Justice and Federal Trade 

Commission Horizontal Merger 

Guidelines, an acquisition is presumed 

to enhance market power or facilitate its 

exercise if it increases the HerfindahlHirschman Index (AHHI@) by more than 

200 points and results in a postacquisition HHI that exceeds 2,500 

points. The proposed acquisition far 

exceeds these thresholds: the postacquisition HHIs range from 3916 to 

4942, and HHI levels would increase by 

1428 to 2610 points above preacquisition levels. The proposed 

acquisition also would result in UHS 

controlling approximately 60 percent or 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 225 / Tuesday, November 23, 2010 / Notices 71443 

more of the acute inpatient psychiatric 

beds in each of the affected markets. 

The presumption of anticompetitive 

harm created by the steep increases in 

market concentration is further 

supported by evidence of the intense 

rivalry between UHS- and PSI-owned 

facilities that would be eliminated by 

the proposed acquisition. In each of the 

local markets, consumers have 

benefitted from the head-to-head 

competition in the form of lower health 

care costs, higher quality of care, and 

improved service offerings. Left 

unremedied, the proposed acquisition 

likely would cause anticompetitive 

harm by enabling UHS to profit by 

unilaterally raising the reimbursement 

rates negotiated with commercial health 

plans. These costs are ultimately passed 

on to consumers in the form of higher 

premiums, co-pays, and other out-ofpocket costs. The loss of competition 

also reduces UHS’s incentive to improve 

quality and provide better service. 

New entry is unlikely to deter or 

counteract the anticompetitive effects of 

the proposed acquisition. Among other 

entry barriers, regulatory requirements 

pose substantial barriers to entrants 

attempting to establish new psychiatric 

facilities or to expand their offerings in 

the relevant markets. In particular, 

Delaware and Puerto Rico require 

Certificates of Need in order to enter or 

significantly expand the number of beds 

provided in the market. The availability 

of suitable land, local zoning 

regulations, and Medicare and Medicaid 

certifications also impact significantly 

the ability of firms to enter or expand. 

As a result, new entry sufficient to 

achieve a significant market impact is 

unlikely to occur in a timely manner in 

these markets. 

The Proposed Consent Agreement 

The proposed Consent Agreement 

wholly remedies the anticompetitive 

effects of the acquisition by requiring 

the divestiture of all of the PSI or UHS 

assets to a Commission-approved buyer 

(or buyers) within six months of the 

date the Consent Agreement becomes 

final in Delaware and Las Vegas, and 

within nine months in Puerto Rico. 

Specifically, the proposed Consent 

Agreement requires the divestiture of 

four facilities that provide acute 

inpatient psychiatric care, as well as 

related outpatient clinics, contracts, 

commercial trade names, and real 

property, in the three geographic 

markets. See Appendix A for a complete 

list of the divestiture assets. Each 

psychiatric facility and its associated 

clinics to be divested in Delaware and 

Puerto Rico is a stand-alone business, 

and includes all of the assets necessary 

for a Commission-approved buyer to 

independently and effectively operate 

each facility. The two facilities in Las 

Vegas are closely related and 

complementary businesses and were 

jointly managed within PSI; as such, the 

two facilities together constitute a standalone business, and include all of the 

assets necessary for a Commissionapproved buyer to independently and 

effectively operate the business. 

The proposed Consent Agreement 

contains several provisions designed to 

ensure that the divestitures are 

successful. First, the Commission will 

evaluate the suitability of possible 

purchasers of the divested assets to 

ensure that the competitive 

environment that would have existed 

but for the transaction is replicated by 

the required divestitures. If UHS fails to 

divest the assets within the required 

time period to a Commission-approved 

buyer, the Consent Agreement permits 

the Commission to appoint a trustee to 

divest the assets. Second, UHS is 

required to provide transitional services 

to the Commission-approved buyer. 

These services will facilitate a smooth 

transition of the assets to the acquirer, 

and ensure continued and 

uninterrupted operation of the assets 

during the transition. Third, the Consent 

Agreement requires UHS to remove any 

contractual impediments that may deter 

the current managers of the facilities to 

be divested from accepting offers of 

employment from any Commissionapproved acquirer and to obtain all 

consents necessary to transfer the 

required assets. Finally, to ensure that 

the Commission will have an 

opportunity to review any future 

attempt by UHS to acquire any acute 

inpatient psychiatric services provider 

in any of the three geographic markets 

at issue, the proposed Consent 

Agreement contains a ten-year prior 

notice provision. 

The Hold Separate Order requires the 

parties to maintain the viability of the 

divestiture assets as competitive 

operations until each facility is 

transferred to a Commission-approved 

buyer. Specifically, the parties must 

maintain the confidentiality of sensitive 

business information, and take all 

actions necessary to prevent the 

destruction or wasting of the divestiture 

assets. After UHS acquires PSI, the Hold 

Separate Order requires that UHS 

separately hold and maintain the 

divestiture assets and appoint a Hold 

Separate Manager to operate these assets 

pending their divestiture. 

The sole purpose of this analysis is to 

facilitate public comment on the 

Consent Agreement. This analysis does 

not constitute an official interpretation 

of the Consent Agreement or modify its 

terms in any way. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. 2010–29511 Filed 11–22–10; 8:45 am] 

BILLING CODE 6750–01–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

Renewal of Charter for the Secretary’s 

Advisory Committee on Human 

Research Protections 

AGENCY: Department of Health and 

Human Services, Office of the Secretary, 

Office of the Assistant Secretary for 

Health. 

ACTION: Notice. 

SUMMARY: As stipulated by the Federal 

Advisory Committee Act, as amended (5 

U.S.C. App), the U.S. Department of 

Health and Human Services is hereby 

announcing renewal of the charter for 

the Secretary’s Advisory Committee on 

Human Research Protections (SACHRP). 

FOR FURTHER INFORMATION CONTACT: Jerry 

Menikoff, M.D., J.D., Director, Office for 

Human Research Protections or Julia 

Gorey, J.D., Executive Director, 

SACHRP; U.S. Department of Health 

and Human Services, 1101 Wootton 

Parkway, Suite 200, Rockville, MD 

20852; Telephone: (240) 453–6900; Fax: 

(240) 453–6909; e-mail address: 

julia.gorey@hhs.gov. 

SUPPLEMENTARY INFORMATION: SACHRP 

was established in October 2002. The 

Committee was established to enhance 

and expand the focus of the former 

National Human Research Protections 

Advisory Committee (NHRPAC), which 

was terminated in August 2002. 

SACHRP provides expert advice and 

recommendations to the Secretary, 

through the Assistant Secretary for 

Health, on the conduct of research 

involving human subjects with 

particular emphasis on special 

populations, such as neonates and 

children, prisoners, and the decisionally 

impaired; pregnant women, embryos, 

and fetuses; individuals and 

populations in international studies; 

populations in which there are 

individually identifiable samples, data, 

or information; and investigator 

conflicts of interest. 

Since SACHRP was established, 

renewal of the Committee charter has 

been carried out at the appropriate 

intervals as stipulated by FACA. The 

previous Committee charter was 

scheduled to expire on October 1, 2010. 

On October 1, 2010, the Secretary of 

mstockstill on DSKH9S0YB1PROD with NOTICES