53252 Federal Register / Vol. 74, No. 199 / Friday, October 16, 2009 / Notices 

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). 

remains in ‘‘not current’’ status on 

Commerce’s website. 

The proposed order applies to 

ExpatEdge’s representations about its 

membership in any privacy, security, or 

any other compliance program 

sponsored by the government or any 

other third party. It contains provisions 

designed to prevent ExpatEdge from 

engaging in the future in practices 

similar to those alleged in the 

complaint. 

Part I of the proposed order prohibits 

ExpatEdge from making 

misrepresentations about its 

membership in any privacy, security, or 

any other compliance program 

sponsored by the government or any 

other third party. 

Parts II through VI of the proposed 

order are reporting and compliance 

provisions. Part II requires ExpatEdge to 

retain documents relating to its 

compliance with the order for a fiveyear period. Part III requires 

dissemination of the order now and in 

the future to persons with 

responsibilities relating to the subject 

matter of the order. Part IV ensures 

notification to the FTC of changes in 

corporate status. Part V mandates that 

ExpatEdge submit an initial compliance 

report to the FTC, and make available to 

the FTC subsequent reports. Part VI is 

a provision ‘‘sunsetting’’ the order after 

twenty (20) years, with certain 

exceptions. 

The purpose of the analysis is to 

facilitate public comment on the 

proposed order. It is not intended to 

constitute an official interpretation of 

the agreement and proposed order or to 

modify in any way their terms. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. E9–24997 Filed 10–15–09; 8:45 am] 

BILLING CODE 6750–01–S 

FEDERAL TRADE COMMISSION 

[Docket No. 9338] 

Carilion Clinic; 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 

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 November 6, 2009. 

ADDRESSES: Interested parties are 

invited to submit written comments 

electronically or in paper form. 

Comments should refer to ‘‘Carilion 

Clinic, Docket No. 9338’’ 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 website, 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 weblink: (https:// 

public.commentworks.com/ftc/ 

carilionclinic) 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 (https:// 

public.commentworks.com/ftc/ 

carilionclinic.). If this Notice appears at 

(http://www.regulations.gov/search/ 

index.jsp), you may also file an 

electronic comment through that 

website. The Commission will consider 

all comments that regulations.gov 

forwards to it. You may also visit the 

FTC website at (http://www.ftc.gov/) to 

read the Notice and the news release 

describing it. 

A comment filed in paper form 

should include the ‘‘Carilion, Docket 

No. 9338’’ 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 

website, 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 

website. More information, including 

routine uses permitted by the Privacy 

Act, may be found in the FTC’s privacy 

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

privacy.shtm). 

FOR FURTHER INFORMATION CONTACT: 

Jeffrey Perry, Bureau of Competition, 

600 Pennsylvania Avenue, NW, 

Washington, D.C. 20580, (202) 326- 

2331. 

SUPPLEMENTARY INFORMATION: Pursuant 

to section 6(f) of the Federal Trade 

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

46(f), and § 3.25(f) the Commission 

Rules of Practice, 16 CFR 3.25(f), 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 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 74, No. 199 / Friday, October 16, 2009 / Notices 53253 

package can be obtained from the FTC 

Home Page (for October 7, 2009), 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, D.C. 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 Carilion 

Clinic (‘‘Carilion’’). The purpose of the 

proposed Consent Agreement is to 

remedy the competitive harm resulting 

from Carilion’s acquisition of two 

independent outpatient centers, 

Odyssey IV, L.L.C. d/b/a The Center for 

Advanced Imaging (‘‘CAI’’), and The 

Center for Surgical Excellence, L.L.C. 

(‘‘CSE’’). Under the terms of the 

proposed Consent Agreement, Carilion 

is required to divest both acquired 

centers, together with related assets 

sufficient to ensure that the buyer(s) of 

the divested centers will replace fully 

the competition eliminated by the 

acquisition. 

The proposed Consent Agreement has 

been placed on the public record for 

thirty (30) days to solicit comments 

from interested persons. Comments 

received during this period will become 

part of the public record. After thirty 

(30) days, the Commission again will 

review the proposed Consent Agreement 

and comments received, and decide 

whether it should withdraw the Consent 

Agreement or make it final. 

The sole purpose of this analysis is to 

facilitate public comment on the 

Consent Agreement; it is not intended to 

constitute an official interpretation of 

the Consent Agreement or modify its 

terms in any way. 

Background 

Carilion is the largest provider of 

healthcare services in the Roanoke, 

Virginia area, controlling nearly 80 

percent of the hospital beds in the 

Roanoke area. On August 28, 2008, 

Carilion acquired CAI and CSE, the only 

two independent (non-hospital-owned) 

providers of advanced outpatient 

imaging and outpatient surgical services 

in the Roanoke area. Advanced 

outpatient imaging services are a cluster 

of imaging services, including Magnetic 

Resonance Imaging (‘‘MRI’’) and 

Computerized Tomographic Imaging 

(‘‘CT’’) scanning, used to obtain images 

of the internal anatomy. Outpatient 

surgical services are surgical 

procedures, such as interventional spine 

surgeries or vascular access surgeries, 

that do not require an overnight stay at 

a hospital. 

Prior to the acquisition, CAI and CSE 

were direct competitors to Carilion for 

these services in the Roanoke area, 

competing on price as well as non-price 

terms. Notably, the freestanding centers’ 

charges were significantly lower than 

Carilion’s charges for the same services. 

In many cases, CAI’s procedures were 

also more convenient and accessible 

than those performed at a hospital. In 

response to this competition, Carilion 

took steps to compete and maintain 

market share, including improving the 

accessibility of its services and reducing 

wait times for scheduling services. This 

competition provided real benefits, 

financial and otherwise, for patients in 

the Roanoke area. 

Carilion’s acquisition of CAI and CSE 

eliminated this price and non-price 

competition, and threatened substantial 

competitive harm in the markets for 

advanced outpatient imaging and 

outpatient surgical services in the 

Roanoke area. First, the acquisition 

reduced from three to two the number 

of competitors for both outpatient 

services, and reduced the incentives to 

compete for the remaining firms, 

Carilion and HCA Lewis-Gale (‘‘HCA’’), 

a similarly-situated hospital provider. 

Second, the acquisition eliminated 

health plans’ and patients’ only 

independent alternative to Carilion and 

HCA, and thus substantially reduced 

competition and enhanced Carilion’s 

power to impose a unilateral price 

increase. Staff’s investigation confirmed 

that repositioning by existing healthcare 

providers or new entry would be 

insufficient to deter or counteract this 

harm to competition. 

Having reason to believe the proposed 

transaction would result in competitive 

harm, the Commission authorized staff 

to commence an administrative trial 

under Part 3 of the Commission’s Rules 

of Practice. The administrative 

complaint alleged that the combined 

entity would increase prices and 

decrease non-price competition in the 

markets for advanced outpatient 

imaging and outpatient surgical services 

in the Roanoke area. 

Litigation History 

On July 23, 2009, the Commission 

issued an administrative complaint 

pursuant to Part 3 of the Commission’s 

Rules of Practice challenging Carilion’s 

acquisition of CAI and CSE. On August 

7, 2009, the parties filed an amended 

joint motion to withdraw the matter 

from administrative litigation, together 

with a proposed settlement agreement 

that the parties asserted would 

‘‘completely restore the competition that 

was alleged to have been eliminated by 

the acquisition.’’The Commission 

granted the amended joint motion on 

August 11, 2009, and temporarily 

withdrew the matter from adjudication 

for 30 days. The withdrawal was 

subsequently extended until October 14, 

2009, as Carilion and Commission staff 

continued to negotiate a remedy in 

settlement of the ongoing litigation. 

The Proposed Consent Agreement 

The proposed Consent Agreement 

remedies the anticompetitive effects of 

the acquisition by requiring the 

divestiture of all of the acquired assets 

to a Commission-approved buyer (or 

buyers) within three months. The assets 

to be divested include not only the two 

acquired centers, but also the associated 

assets – such as patient and physician 

records, government permits, medical 

equipment, and payor and supplier 

contracts – necessary for a Commissionapproved buyer to independently and 

effectively operate each center. The 

Commission may appoint a divestiture 

trustee if Carilion has not completed the 

required divestitures within three 

months. 

In addition to requiring the 

divestiture of both centers and all 

related assets, the Consent Agreement 

includes several provisions designed to 

accelerate the Commission-approved 

buyer(s)’ ability to replicate the 

competition that was eliminated by the 

acquisition. For example, the Consent 

Agreement prohibits Carilion from 

soliciting for employment any physician 

or physician practice that has referred 

patients to CAI since the acquisition. 

The prohibition is effective for six 

months as of the date Carilion signs the 

Agreement Containing Consent Orders, 

and will allow the Commissionapproved buyer sufficient time to 

develop CAI’s referral base by 

preventing Carilion from seeking out 

and acquiring referring physicians and 

physician practices. The Consent 

Agreement also prohibits Carilion from 

restricting its employed physicians who 

have referred patients to CAI since the 

acquisition from continuing to refer 

patients to CAI. The prohibition is in 


jlentini on DSKJ8SOYB1PROD with NOTICES
53254 Federal Register / Vol. 74, No. 199 / Friday, October 16, 2009 / Notices 

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). 

effect for one year, and is designed to 

ensure that any Carilion-employed 

physician who previously referred 

patients to CAI will continue to be able 

to do so. 

Finally, incorporated into the Consent 

Agreement is an Order to Maintain 

Assets (‘‘OMA’’). The OMA preserves 

the viability, marketability, and 

competitiveness of the assets to be 

divested, and prohibits Carilion from 

using or disclosing competitively 

sensitive information. The OMA also 

allows the Commission to appoint a 

Monitor to ensure Carilion’s compliance 

with the Consent Agreement. In 

addition, the OMA requires Carilion to 

offer financial incentives to CAI and 

CSE personnel to remain with each 

business before the sale, during the 

transition period, and at the option of 

the buyer(s), after the transition. Under 

the Consent Agreement, Carilion also 

must remove any contractual 

impediments that may deter CAI or CSE 

staff from accepting a Commissionapproved buyer’s offer of employment. 

The proposed Consent Agreement 

will resolve fully the competitive issues 

raised by the acquisition by 

reestablishing price, quality, and service 

competition in the markets for advanced 

outpatient imaging and outpatient 

surgical services in the Roanoke area. 

Moreover, acceptance of the proposed 

Consent Agreement will bring 

immediate and certain relief to 

Roanoke-area consumers by avoiding 

the expense and uncertainty inherent in 

continuing litigation. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. E9–24949 Filed 10–15–09; 9:29 am] 

BILLING CODE 6750–01–S 

FEDERAL TRADE COMMISSION 

[File No. 092 3142] 

Collectify, Inc.; Analysis of Proposed 

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 November 5, 2009. 

ADDRESSES: Interested parties are 

invited to submit written comments 

electronically or in paper form. 

Comments should refer to ‘‘Collectify, 

File No. 092 3142’’ 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 website, 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 weblink: (https:// 

public.commentworks.com/ftc/ 

collectify) and following the instructions 

on the web-based form. To ensure that 

the Commission considers an electronic 

comment, you must file it on the webbased form at the weblink: (https:// 

public.commentworks.com/ftc/ 

collectify). If this Notice appears at 

(http://www.regulations.gov/search/ 

index.jsp), you may also file an 

electronic comment through that 

website. The Commission will consider 

all comments that regulations.gov 

forwards to it. You may also visit the 

FTC website at (http://www.ftc.gov/) to 

read the Notice and the news release 

describing it. 

A comment filed in paper form 

should include the ‘‘Collectify, File No. 

092 3142’’ 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 

website, 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 

website. More information, including 

routine uses permitted by the Privacy 

Act, may be found in the FTC’s privacy 

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

privacy.shtm). 

FOR FURTHER INFORMATION CONTACT: 

Molly Crawford (202-326-3076) or Katie 

Ratte ́ (202-326-3514), Bureau of 

Consumer Protection, 600 Pennsylvania 

Avenue, NW, Washington, D.C. 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 October 6, 2009), on the 

World Wide Web, at (http:// 


jlentini on DSKJ8SOYB1PROD with NOTICES