Federal Register / Vol. 88, No. 164 / Friday, August 25, 2023 / Notices 58269 

Federal Deposit Insurance Corporation. 

James P. Sheesley, 

Assistant Executive Secretary. 

[FR Doc. 2023–18421 Filed 8–23–23; 11:15 am] 

BILLING CODE 6714–01–P 

FEDERAL RESERVE SYSTEM 

Notice of Proposals to Engage in or to 

Acquire Companies Engaged in 

Permissible Nonbanking Activities 

The companies listed in this notice 

have given notice under section 4 of the 

Bank Holding Company Act (12 U.S.C. 

1843) (BHC Act) and Regulation Y, (12 

CFR part 225) to engage de novo, or to 

acquire or control voting securities or 

assets of a company, including the 

companies listed below, that engages 

either directly or through a subsidiary or 

other company, in a nonbanking activity 

that is listed in § 225.28 of Regulation Y 

(12 CFR 225.28) or that the Board has 

determined by Order to be closely 

related to banking and permissible for 

bank holding companies. Unless 

otherwise noted, these activities will be 

conducted throughout the United States. 

The public portions of the 

applications listed below, as well as 

other related filings required by the 

Board, if any, are available for 

immediate inspection at the Federal 

Reserve Bank(s) indicated below and at 

the offices of the Board of Governors. 

This information may also be obtained 

on an expedited basis, upon request, by 

contacting the appropriate Federal 

Reserve Bank and from the Board’s 

Freedom of Information Office at 

https://www.federalreserve.gov/foia/ 

request.htm. Interested persons may 

express their views in writing on the 

question whether the proposal complies 

with the standards of section 4 of the 

BHC Act. 

Unless otherwise noted, comments 

regarding the applications must be 

received at the Reserve Bank indicated 

or the offices of the Board of Governors, 

Ann E. Misback, Secretary of the Board, 

20th Street and Constitution Avenue, 

NW, Washington DC 20551–0001, not 

later than September 11, 2023. 

A. Federal Reserve Bank of Richmond 

(Brent B. Hassell, Assistant Vice 

President) P.O. Box 27622, Richmond, 

Virginia 23261. Comments can also be 

sent electronically to 

Comments.applications@rich.frb.org: 

1. Piedmont Financial Holding 

Company, Winston-Salem, North 

Carolina; to acquire Wake Forest 

Bancorp, M.H.C., and Wake Forest 

Bancshares, Inc., and thereby indirectly 

acquire Wake Forest Federal Savings 

and Loan Association, all of Wake 

Forest, North Carolina, and thereby 

engage in operating a savings 

association pursuant to Section 

225.28(b)(4)(ii) of Regulation Y. 

Board of Governors of the Federal Reserve 

System. 

Michele Taylor Fennell, 

Deputy Associate Secretary of the Board. 

[FR Doc. 2023–18371 Filed 8–24–23; 8:45 am] 

BILLING CODE 6210–01–P 

FEDERAL TRADE COMMISSION 

[File No. 221 0212] 

EQT and Quantum; Analysis of 

Agreement Containing Consent Order 

To Aid Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement; 

request for comment. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

Federal law prohibiting unfair methods 

of competition. The attached Analysis of 

Proposed Consent Orders to Aid Public 

Comment describes both the allegations 

in the complaint and the terms of the 

consent orders—embodied in the 

consent agreement—that would settle 

these allegations. 

DATES: Comments must be received on 

or before September 25, 2023. 

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: ‘‘EQT and 

Quantum; File No. 221 0212’’ on your 

comment and file your comment online 

at https://www.regulations.gov by 

following the instructions on the webbased 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 N), 

Washington, DC 20580. 

FOR FURTHER INFORMATION CONTACT: 

Greta Burkholder (202–326–3225), 

Bureau of Competition, Federal Trade 

Commission, 400 7th Street SW, 

Washington, DC 20024. 

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 30 days. The following Analysis of 

Agreement Containing Consent Order 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 at this 

web address: https://www.ftc.gov/newsevents/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 September 25, 2023. Write ‘‘EQT 

and Quantum; File No. 221 0212’’ 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. 

Because of the agency’s heightened 

security screening, postal mail 

addressed to the Commission will be 

delayed. 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 ‘‘EQT and 

Quantum; File No. 221 0212’’ 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 N), 

Washington, DC 20580. 

Because your comment will be placed 

on the publicly accessible website at 

https://www.regulations.gov, you are 

solely responsible for making sure your 

comment does not include any sensitive 

or confidential information. In 

particular, your comment should not 

include 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 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 competitively 

sensitive information such as costs, 

sales statistics, inventories, formulas, 

patterns, devices, manufacturing 

processes, or customer names. 


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58270 Federal Register / Vol. 88, No. 164 / Friday, August 25, 2023 / Notices 

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 

https://www.regulations.gov—as legally 

required by FTC Rule § 4.9(b)—we 

cannot redact or remove your comment 

from that 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 https://

www.ftc.gov to read this document and 

the news release describing this matter. 

The 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 it receives on or before 

September 25, 2023. 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 Agreement Containing 

Consent Order To Aid Public Comment 

The Federal Trade Commission 

(‘‘Commission’’) has accepted for public 

comment, subject to final approval, an 

Agreement Containing Consent Order 

(‘‘Consent Agreement’’) from QEP 

Partners, LP, by itself and through the 

entities under its control (including 

Quantum Energy Partners VI, LP; Q–TH 

Appalachia (VI) Investment Partners, 

LLC) (collectively, ‘‘Quantum’’), and 

EQT Corporation (‘‘EQT,’’ and together 

with Quantum, ‘‘Respondents’’). EQT 

has proposed acquiring THQ 

Appalachia I, LLC (‘‘Tug Hill’’) and 

THQ-XcL Holdings I, LLC (‘‘XcL 

Midstream’’) from Quantum for 

approximately $5.2 billion: $2.6 billion 

in cash and up to 55 million shares of 

EQT stock (‘‘Proposed Transaction’’). In 

addition to this consideration, and in 

connection with Quantum’s anticipated 

status as one of EQT’s largest 

shareholders, EQT agreed to facilitate 

the appointment of Quantum’s CEO, or 

another Quantum-designated 

individual, to the EQT Board of 

Directors. 

The Proposed Transaction raises 

several concerns. Specifically, both 

Quantum’s anticipated position as one 

of EQT’s largest shareholders and EQT’s 

obligation to facilitate the appointment 

of a Quantum designee to the EQT board 

raise concerns that Quantum or EQT 

could have access to each other’s 

competitively significant, non-public 

information and could participate in, or 

have influence over, competitive 

decision-making at each firm. Under 

Section 8 of the Clayton Act, it is per se 

illegal for directors and officers to serve 

simultaneously on the boards of 

competitors (subject to limited 

exceptions), as would occur here absent 

the Consent Agreement with the 

appointment of Quantum’s designee to 

the board of its competitor, EQT. In 

addition to these concerns, a preexisting joint venture between EQT and 

Quantum, The Mineral Company 

(‘‘TMC’’), raises concerns with respect 

to the exchange of competitively 

sensitive business information regarding 

the acquisition of mineral rights within 

the Appalachian Basin. 

The Consent Agreement is designed to 

remedy allegations in the Commission’s 

Complaint that: (1) Quantum’s proposed 

acquisition of up to 55 million shares of 

EQT stock, together with or separately 

from assurances that a Quantumdesignee will be nominated for a seat on 

the EQT Board of Directors, would 

result in an illegal interlocking 

directorate in violation of Section 8 of 

the Clayton Act, 15 U.S.C. 19, and an 

unfair method of competition in 

violation of Section 5 of the Federal 

Trade Commission Act, 15 U.S.C. 45 

due to potential exchange of 

confidential, competitively sensitive 

information, and that (2) TMC, the preexisting Quantum/EQT joint venture, is 

an unfair method of competition in 

violation of section 5 of the FTC Act, 15 

U.S.C. 45. 

The proposed settlement presents 

significant relief for these concerns. The 

Consent Agreement and proposed 

Decision and Order (‘‘D&O’’) prohibit 

Quantum from occupying an EQT Board 

seat and require Quantum to divest its 

EQT shares by a non-public date certain, 

effectively imposing a structural fix to 

concerns about the influence and 

information access that arise from 

Quantum’s sizable EQT shareholder 

position. The D&O contains provisions 

that incentivize Quantum’s rapid sale of 

the EQT shares, coupled with 

provisions effectively rendering 

Quantum’s ownership passive pending 

the sale of its EQT shares. The D&O also 

reduces opportunities for exchanging 

confidential and competitively 

significant information between the 

firms beyond Quantum’s EQT share 

ownership, notably by requiring EQT 

and Quantum to unwind the TMC 

mineral rights acquisition joint venture. 

The D&O contemplates the appointment 

of a monitor to ensure compliance with 

the terms of the ten-year order. 

The proposed D&O imposes effective 

and administrable relief, while setting 

important Commission precedent on the 

application of Section 8 of the Clayton 

Act, Section 5 of the FTC Act, and the 

use of structural remedies to address 

these theories of harm. By restricting 

future opportunities for the parties to 

engage in conduct that would result in 

Section 8 violations and other unfair 

methods of competition involving 

natural gas activities in the Appalachian 

Basin, the proposed D&O signals the 

antitrust risks of excessive influence 

and anticompetitive information 

exchange. 

The Commission has placed the 

Consent Agreement 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 will review the comments 

received and decide whether it should 

withdraw, modify, or make the 

proposed Order final. 

I. The Respondents 

Respondent QEP Partners, LP is a 

limited partnership organized, existing, 

and doing business under, and by virtue 

of, the laws of the State of Delaware, 

with its office and principal place of 

business located in Houston, Texas. 

Respondent QEP Partners, LP controls 

Respondents Quantum Energy Partners 

VI, LP and Q–TH Appalachia (VI) 

Investment Partners, LLC. Through its 

private equity, investment, and 

structured finance funds, Quantum 

owns, controls, or has influence over 

entities producing natural gas in the 

Appalachian Basin and throughout the 

country. Quantum-owned entities 

include Tug Hill, a natural gas producer 

in the Appalachian Basin, and XcL 

Midstream, a natural gas gatherer and 

processor in the Appalachian Basin, two 

entities sought for purchase by 

Respondent EQT. 

Respondent EQT is a corporation 

organized, existing, and doing business 

under, and by virtue of, the laws of the 

Commonwealth of Pennsylvania, with 

its office and principal place of business 

located in Pittsburgh, Pennsylvania. 

EQT is the nation’s largest producer of 

natural gas. EQT acquires mineral rights 

and produces natural gas and natural 

gas liquids primarily in the Appalachian 


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1The number of shares ultimately due to 

Quantum is subject to customary purchase price 

adjustments, including adjustments for business 

proceeds and costs incurred during the interim 

period between signing and closing of the Proposed 

Transaction. 

Basin, including areas close to 

Quantum’s Tug Hill/XcL Midstream 

operations. EQT markets natural gas 

within and outside the Appalachian 

Basin. 

II. The Agreements 

On September 6, 2022, EQT and 

Quantum entered into a Purchase 

Agreement, under which EQT sought to 

acquire Tug Hill and XcL Midstream 

from Quantum for a total purchase price 

of approximately $5.2 billion. Roughly 

half of the consideration to Quantum 

would take the form of up to 55 million 

shares of EQT stock.1 The Proposed 

Transaction would make Quantum one 

of EQT’s largest shareholders. As 

additional consideration, EQT agreed to 

‘‘take all necessary action to facilitate’’ 

the appointment of Quantum CEO Wil 

VanLoh, or another Quantum designee, 

‘‘to be included in a slate of director 

nominees recommended by the [EQT] 

Board’’ for election as an EQT director. 

The Commission’s Complaint alleges 

that the Proposed Transaction, as 

structured, would violate Section 8 of 

the Clayton Act, 15 U.S.C. 19, as an 

illegal interlocking directorate, and that 

the Proposed Transaction—the 

acquisition of up to 55 million EQT 

shares or EQT’s obligation to use best 

efforts to nominate a Quantum 

director—also constitutes an unfair 

method of competition in violation of 

Section 5 of the Federal Trade 

Commission Act, 15 U.S.C. 45 due to 

risks of the exchange of competitively 

sensitive, non-public information. 

In October 2020, EQT and a Quantum 

affiliate entered an agreement forming a 

joint venture, TMC. TMC served as a 

vehicle for EQT to purchase mineral 

rights in the Appalachian Basin, with 

funding largely supplied by Quantum. 

The TMC agreement requires EQT to 

offer a right of first refusal to TMC 

before EQT can purchase mineral rights 

within a specified geography. TMC 

receives forward-looking and 

competitively sensitive, non-public 

information about EQT’s mineral rights 

acquisition plans, drilling plans, 

strategies, and operations. Quantum’s 

participation in TMC management 

provided it with access to this 

information as well. 

The Commission’s Complaint alleges 

that the TMC joint venture is an unfair 

method of competition in violation of 

Section 5 of the Federal Trade 

Commission Act, 15 U.S.C. 45. 

III. Line of Commerce 

The production and sale of natural gas 

is a relevant line of commerce. Natural 

gas is a critical fuel source with highly 

varied uses in the United States and 

worldwide. Natural gas purchasers 

generally cannot switch to alternative 

fuels without substantial costs and 

delay. 

The acquisition of mineral rights is 

also a relevant line of commerce. To 

produce natural gas, a firm must first 

purchase or lease mineral rights from 

landowners. The mineral rights held by 

a producer can indicate key aspects of 

the producer’s future production plans, 

including the areas the producer may 

drill and the amount of drilling activity 

the producer anticipates within a 

reasonable timeframe. 

The Appalachian Basin, consisting of 

the portions of West Virginia, 

Pennsylvania, Ohio, Maryland, 

Kentucky, and Virginia that lie in the 

Appalachian Mountains, is widely 

recognized as a major natural gas 

producing area in the United States, and 

one of the largest in the world. A 

current shortage of available pipeline 

capacity to transport natural gas from 

the Appalachian Basin to demand 

centers outside of the Basin is a 

distinguishing characteristic of the 

region. Stranded excess gas supply in 

the Basin has artificially depressed local 

prices relative to pricing locations 

outside the Basin. Given current 

pipeline constraints, customers located 

within the Appalachian Basin cannot 

economically purchase gas from outside 

the Basin. 

IV. Effects of the Agreements 

The Commission’s Complaint 

addresses two theories of harm. First, 

Quantum’s acquisition of up to 55 

million EQT shares would make 

Quantum—an EQT rival in the 

production and sale of natural gas in the 

Appalachian Basin—one of the largest 

shareholders of EQT. This shareholder 

position would provide Quantum with 

the ability to sway or influence EQT’s 

competitive decision-making and to 

access EQT’s competitively sensitive 

information. As one of EQT’s largest 

shareholders, Quantum would have the 

opportunity to communicate directly 

with EQT and could discuss 

confidential business information or 

direct or otherwise influence EQT’s 

competitive actions or strategies. 

Knowledge gained via its relationship 

with EQT could also influence 

Quantum’s own competitive decisions 

or development of new businesses 

involved in the production and sale of 

natural gas. The Commission’s 

Complaint alleges these opportunities 

are particularly problematic given 

certain actions by the Respondents, 

including the TMC joint venture and 

other activities involving providing 

nonpublic information that restricted 

competition, the natural gas industry’s 

history of encouraging the exchange of 

competitively sensitive information, and 

competitors publicly signaling their 

strategic moves to other competitors. 

Moreover, the Proposed Transaction 

explicitly contemplated Quantum CEO 

Wil VanLoh’s appointment to EQT’s 

Board of Directors. In addition to his 

role as CEO, Mr. VanLoh is the Chair of 

the Investment Committee for Quantum 

Energy Partners, Quantum’s private 

equity subsidiary and the entity that 

oversees the investment decisions of 

Respondent Quantum Energy Partners 

VI, LP and its subsidiaries. Mr. VanLoh 

was previously a member of the Tug 

Hill Board of Directors and also sits on 

the Board of Directors of another natural 

gas company in which Quantum 

invests. As a result, Mr. VanLoh’s 

appointment to EQT’s Board of 

Directors while simultaneously serving 

as CEO of Quantum and Chair of 

Quantum’s Investment Committee 

would create an illegal interlocking 

directorate between EQT and Quantum. 

Any other director appointed by 

Quantum would be, by virtue of the 

appointment, an agent of Quantum and 

under its control. Thus, appointing a 

Quantum-designated director (other 

than Mr. VanLoh) to EQT’s Board of 

Directors would similarly create an 

illegal interlock between EQT and 

Quantum. The Complaint alleges that 

the above concerns violate both section 

8 of the Clayton Act and section 5 of the 

Federal Trade Commission Act. 

The Complaint’s second theory of 

harm addresses the TMC joint venture 

specifically, as well as information 

exchange more generally. The TMC joint 

venture creates additional opportunities 

for sharing competitively sensitive 

business information. Respondents 

already may use TMC as a vehicle for 

information exchange, either with 

respect to competition for the purchase 

of mineral rights or in connection with 

EQT’s future drilling plans. Via the 

TMC joint venture, EQT and Quantum 

(through portfolio companies involved 

in the acquisition of mineral rights and 

production and sale of natural gas in the 

Appalachian Basin) each can inform the 

other where it intends to procure 

mineral rights for future productions 

and how much it plans to bid. This 

information is forward-looking, nonpublic, and competitively sensitive, and 

its exchange among rivals, coupled with 

the non-compete agreements in place 


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within the joint venture, harms 

competition in the acquisition of 

mineral rights. The Complaint also 

alleges that the TMC joint venture 

violates section 5 of the Federal Trade 

Commission Act. 

V. The Proposed Order 

The proposed Order imposes several 

terms to remedy these concerns. First, 

the Order requires Quantum to forego its 

right to a seat on EQT’s Board. Quantum 

shall not, directly or indirectly, appoint 

any persons to EQT’s Board, seek or 

obtain representation on EQT’s Board, 

or have any of its agents or 

representatives serve simultaneously as 

an officer or director of EQT or in a 

decision-making capacity of any EQT 

entity. EQT, conversely, shall not, 

directly or indirectly, have any of its 

representatives serve simultaneously in 

any management capacity within 

Quantum, any operating entity 

controlled by Quantum, or any 

investment fund managed by Quantum. 

This Order provision makes it clear that 

Quantum is subject to the prohibition 

on interlocking directors and officers 

under section 8 of the Clayton Act, 

despite Quantum’s limited liability and 

limited partnership corporate structure. 

Second, absent prior Commission 

approval, the proposed Order prohibits 

Quantum from serving on the Board of 

any of the top seven Appalachian Basin 

natural gas producers, accounting for a 

substantial majority of the market. 

Third, Quantum shall sell its EQT 

shares by a non-public date certain. 

Failure to sell by that date will result in 

the transfer of the shares to a trustee 

empowered to liquidate the shares 

unilaterally. Quantum cannot 

knowingly divest these shares to an 

entity that is one of the top seven 

natural gas producers in the 

Appalachian Basin without prior 

Commission approval. Quantum is also 

prohibited from sharing with EQT any 

non-public information regarding its 

stock position or intent to sell or hold 

any of the EQT shares. 

Fourth, during the period when 

Quantum owns EQT shares, the shares 

will be held in a voting trust, and any 

votes will be carried out by the trustee 

pro rata with all other EQT 

shareholders. The proposed Order 

prohibits Quantum from engaging in the 

solicitation of proxies in connection 

with its EQT shareholder position, and 

further prohibits Quantum from directly 

or indirectly influencing EQT’s Board of 

Directors, management, or operations. 

Together, these provisions effectively 

render Quantum’s shares a passive 

investment until the shares are sold. 

Fifth, for the duration of the proposed 

ten-year Order, Quantum is prohibited 

from acquiring additional EQT shares 

absent prior Commission approval. 

During the period when Quantum owns 

EQT shares, however, prior approval is 

not needed for shares acquired 

indirectly as consideration for EQT’s 

acquisition of a Quantum business that 

is subject to a premerger notification 

under the Hart-Scott-Rodino Act. Prior 

approval is also not required during a 

period when Quantum no longer owns 

EQT shares for shares acquired 

indirectly as consideration for EQT’s 

acquisition of a Quantum business. 

Sixth, the proposed Order also 

requires Quantum and EQT to unwind 

TMC, including any noncompete 

provisions. 

Seventh, the proposed Order imposes 

further limitations on future 

entanglements between EQT and 

Quantum. For example, as noted above, 

the proposed Order prohibits any of 

EQT’s directors, officers, agents, or 

representatives from serving 

simultaneously in any management 

capacity within Quantum, any operating 

entity controlled by Quantum, or any 

investment fund managed by Quantum. 

The proposed Order also prohibits 

Quantum and EQT from entering into 

any noncompete agreements other than 

those in connection with and ancillary 

to the sale of a business, assets, or 

company. 

Eighth, the proposed Order contains 

additional provisions designed to 

ensure the effectiveness of the relief. A 

monitor will be appointed to track 

compliance, and both Respondents must 

provide regular compliance reports. 

Provisions of the proposed Order that 

do not end upon the sale of EQT shares 

will last up to ten years. 

And finally, the proposed Order 

requires EQT and Quantum to distribute 

the Order to each of their respective 

board members, officers, and directors, 

and to design, maintain, and operate an 

antitrust compliance program. 

The purpose of this analysis is to 

facilitate public comment on the 

Consent Agreement, and the 

Commission does not intend this 

analysis to constitute an official 

interpretation of the proposed Order or 

to modify its terms in any way. 

By direction of the Commission. 

April J. Tabor, 

Secretary. 

Statement of Chair Lina M. Khan Joined 

by Commissioner Rebecca Kelly 

Slaughter and Commissioner Alvaro 

Bedoya 

In September 2022, the nation’s 

largest natural gas producer, EQT 

Corporation (‘‘EQT’’), proposed to 

acquire certain natural gas assets from 

private equity firm, Quantum Energy 

Partners, LP (‘‘Quantum’’). EQT agreed 

to offer $2.6 billion in cash, up to 55 

million shares of EQT stock, and a seat 

on EQT’s Board of Directors. Quantum 

has a host of investments and operations 

across the oil and gas industry, and both 

companies and their affiliates compete 

head-to-head in the production of 

natural gas in the Appalachian Basin. 

The proposed transaction would make 

Quantum one of EQT’s largest 

shareholders and secure Quantum a seat 

on the board of its direct competitor. 

After conducting a thorough 

investigation, the Commission 

determined it had reason to believe this 

deal was illegal. 

Today, the Commission announces a 

settlement of charges that the proposed 

transaction would result in an illegal 

interlocking directorate in violation of 

Section 8 of the Clayton Act and an 

unfair method of competition in 

violation of Section 5 of FTC Act due to 

the potential for exchange of 

confidential and competitively 

significant information. Specifically, 

Quantum’s anticipated position as one 

of EQT’s largest shareholders and EQT’s 

obligation to facilitate the appointment 

of a Quantum designee to the EQT board 

raise concerns that the firms could 

exchange non-public sensitive business 

information and participate in or 

influence each other’s strategic 

decisions. 

The potential risks to competition 

posed by this transaction are 

particularly concerning given the dense 

and tangled web of co-investments, joint 

operations, and other methods of 

coordination between and among 

natural gas producers and investors in 

the Appalachian Basin. The sector is 

characterized by a tight-knit set of 

players rife with entanglements and a 

history of suspicious ventures and 

information exchange. Along these 

lines, the Commission’s complaint 

separately charges that a pre-existing 

joint venture between EQT and 

Quantum relating to mineral rights 

acquisitions constitutes an additional 

unfair method of competition in 

violation of the FTC Act. 


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1 15 U.S.C. 19. 

2 Interlocks in Corporate Management, 1965 Staff 

Report to Antitrust Subcomm., 89th Cong., 1st 

Sess., 12 (1965). 

3See U.S. v. Sears, Roebuck & Co., 111 F. Supp. 

614, 616 (S.D.N.Y. 1953) (‘‘[W]hat Congress 

intended by § 8 was to nip in the bud incipient 

violations of the antitrust laws by removing the 

opportunity or temptation to such violations 

through interlocking directorates.’’). 

4Michael Blaisdell, Fed. Trade. Comm’n, 

Interlocking Mindfulness (June 26, 2019), https://

www.ftc.gov/enforcement/competition-matters/ 

2019/06/interlocking-mindfulness. 

5 In re Borg-Warner Corp., et al. 101 F.T.C. 863, 

925 (1983) (The ‘‘role of competition analysis in 

Section 8 is not to measure market power or to 

assess competitive effects; it is to establish a nexus 

of competitive interests between corporations 

sufficient to warrant concern over collusion or other 

outright market division should interlocked 

directors seek to share or exchange information.’’). 

6See Pacific Railway Commission, S. Exec. Doc. 

No. 51, 50th Cong., 1st Sess. (1887); Investigation 

of United States Steel Corp., H.R. Rep. No. 1127, 

62d Cong., 1st Sess. (1912); House Comm. on 

Banking and Currency, Investigation of 

Concentration of Control of Money and Credit, H.R. 

Rep. No. 1593, 62d Cong., 3rd Sess. (1913). 

Congress recognized that the concentration of 

control via interlocking directorships ‘‘tended to 

suppress competition or to foster joint action 

against third party competitors’’ and concluded that 

because of ‘‘such [joint] control, the healthy 

competition of the free enterprise system had been 

stifled or eliminated.’’ Sears, 111 F. Supp. at 616. 

7See L. Brandeis, Breaking the Money Trusts, 

Harper’s Weekly, Nov. 22, 1913, at 10; id, Nov. 29, 

1913, at 9; id, Dec. 6, 1913, at 13; id, Dec. 13, 1913, 

at 10; id, Dec. 20, 1913, at 10; id, Dec. 27, 1913, 

at 18; id, Jan. 3, 1914, at 11; id, Jan. 10, 1914, at 

18; id, Jan. 17, 1914, at 18. 

8L. Brandeis, Other People’s Money and How the 

Bankers Use It (1914). As Brandeis observed: ‘‘The 

practice of interlocking directorates is the root of 

many evils. It offends laws human and divine. 

Applied to rival corporations, it tends to the 

suppression of competition and to violation of the 

Sherman law. Applied to corporations which deal 

with each other, it tends to disloyalty and to 

violation of the fundamental law that no man can 

serve two masters. In either event it tends to 

inefficiency; for it removes incentive and destroys 

soundness of judgment. It is undemocratic, for it 

rejects the platform: ‘A fair field and no favors,’— 

substituting the pull of privilege for the push of 

manhood.’’ Id. 

9According to one commentary, Section 8 

enforcement has been ‘‘punctuated by a few bursts 

of mild activity and then followed by long periods 

of benign neglect.’’ J. Randolph Wilson, Unlocking 

Interlocks: The On-Again Off-Again Saga of Section 

8 of the Clayton Act, 45 Antitrust L.J. 317, 317 

(1976); see ABA Section of Antitrust Law, 

Interlocking Directorates: Handbook on Section 8 of 

the Clayton Act 4 (2011) (‘‘This sleepy enforcement 

effort has been noted by the courts. . . .’’) (citing 

Bankamerica Corp. v. U.S., 462 U.S. 122, 130–31 

(1983)). 

10From the effective date of the Clayton Act 

through 1965, when the Senate Judiciary Committee 

issued a report on corporate interlocks, the 

Commission filed only thirteen complaints 

challenging interlocking directorates. Of those 

cases, twelve were dismissed when the directors 

involved resigned on the directorships, and only 

one resulted in a consent order. During the same 

period, the Department of Justice brought only ten 

cases to enforce Section 8. A. H. Travers Jr., 

Interlocks in Corporate Management and the 

Antitrust Laws, 46 Tex L. Rev. 819, 821 n.8 (1968) 

(citing Staff of House Comm. On the Judiciary, 89th 

Cong., 1st Sess., Report on Interlocks in Corporate 

Management 227 (1965)); see Vern Countryman, 

The Federal Trade Commission and the Courts, 17 

Wash. L. Rev. 1, 30 (1942); G.H. Montague, The 

Commission’s Jurisdiction Over Practice in 

Restraint of Trade, 8 Geo. Wash. L. Rev. 365, 375 

(1940). 

11 In re Kraftco Corp., 89 F.T.C. 46 (1977). 

12See In re Kraftco Corp., 88 F.T.C. 362 (1976); 

In re Kraftco Corp., 89 F.T.C. 46 (1977); In re TRW 

Inc., et al., 90 F.T.C. 144 (1977); In re Int’l Bus. 

Machines Corp., 89 F.T.C. 91 (1977); In re MidlandRoss Corp., 96 F.T.C. 863 (1980); In re Borg-Warner 

Corp., 101 F.T.C. 863 (1983); In re Hughes Tool Co., 

103 F.T.C. 17 (1984); In re Big Three Indus., Inc., 

103 F.T.C. 24 (1984). 

13Pub. L. 101–588, 104 Stat. 2879, § 2 (1990) 

(increasing the statute’s jurisdictional threshold and 

creating three de minimis exceptions in cases of 

relatively insignificant competitive overlap). 

14See Robert F. Booth Tr. v. Crowley, 687 F.3d 

314, 319–20 (7th Cir. 2012) (‘‘Actually, the chance 

of suit by the United States or the FTC is not even 

1%. The national government rarely sues under § 8. 

Borg–Warner Corp. v. FTC, 746 F.2d 108 (2d 

Cir.1984), which began in 1978, may be the most 

recent contested case. When the Antitrust Division 

or the FTC concludes that directorships improperly 

overlap, it notifies the firm and gives it a chance 

to avoid litigation (or to convince the enforcers that 

the interlock is lawful).’’); Debbie Feinstein, 

Director, Bureau of Competition, Fed. Trade 

Comm’n, Have a Plan to Comply with the Bar on 

Horizontal Interlocks (Jan. 23, 2017), https://

www.ftc.gov/enforcement/competition-matters/ 

Continued 

The proposed consent order lays out 

several terms to remedy these concerns. 

The order prohibits Quantum from 

occupying an EQT Board seat and 

requires it to divest the EQT shares, 

imposing a structural remedy to address 

concerns about the influence and 

information access that arise from 

Quantum’s sizable EQT shareholder 

position. The order additionally limits 

both current and future entanglements 

between the firms and reduces 

opportunities for exchanging 

confidential and competitively 

significant information between the 

firms, including by requiring EQT and 

Quantum to unwind their existing joint 

venture and any noncompete 

provisions. 

I. Revitalizing Section 8 

Section 8 of the Clayton Act states 

that ‘‘no person shall, at the same time, 

serve as a director or officer in any two 

corporations . . . that are (a) engaged in 

whole or in part in commerce; and (b) 

by virtue of their business and location 

of operation, competitors, so that the 

elimination of competition by 

agreement between them would 

constitute a violation of any of the 

antitrust laws[.]’’ 1 It was designed to 

prevent ‘‘control of great aggregations of 

money, capital, and property through 

the medium of common directors.’’ 2

Lawmakers recognized that interlocking 

directorates could facilitate undue 

coordination, influence, or other means 

of dampening competition. Congress 

adopted an incipiency approach, 

seeking to eliminate the very structure 

that would facilitate these violations by 

‘‘removing the opportunity or 

temptation to such violations through 

interlocking directorates.’’ 3 Interlocking 

directorates that violate Section 8 are 

per se illegal.4 Beyond requiring that the 

interlocked companies be ‘‘competitors’’ 

whereby the ‘‘elimination of 

competition’’ between them would 

violate the antitrust laws, Section 8 does 

not require any type of showing of harm 

to competition.5

Legislative efforts to address corporate 

interlocks were catalyzed by 

congressional reports in 1887, 1912, and 

1913 that showed firms had used 

interlocks to win personal favors or 

exclusive treatment of suppliers or 

customers.6 One of the most vocal 

opponents of board interlocks was Louis 

Brandeis. Shortly before his 

appointment to the Supreme Court in 

1916, Brandeis authored several books 

and articles that highlighted the need 

for addressing interlocking 

directorates.7 He believed that having 

influential individuals serve on the 

same corporate boards intrinsically and 

inevitably created a host of risks, 

including conflicts of interest, collusion, 

and improper exchange of competitively 

sensitive information. In his view, the 

prohibition on interlocking directorates 

‘‘merely g[a]ve full legal sanction to the 

fundamental law of morals and of 

human nature: that ‘No man can serve 

two masters.’’’ 8

Though Section 8 has a clear purpose, 

it has rarely been enforced in the over 

100 years since its passage, and even 

less so in the past four decades.9

Historically, the antitrust agencies 

addressed Section 8 violations by 

dismissing actions or closing 

investigations after firms ended the 

offending interlock.10 However, the 

Commission eventually recognized that 

‘‘informal settlements [we]re not 

producing an adequate level of 

compliance’’ and that ‘‘this policy did 

not accomplish what Congress set out to 

do.’’ 11 Throughout the 1970s and 80s, 

the FTC challenged interlocking 

directorates under Section 8 on multiple 

occasions and entered consent orders in 

every one of those cases, even where the 

interlocks had been terminated.12 In the 

wake of these actions, the defense bar 

and industry groups began lobbying 

Congress for Section 8 reform, resulting 

in the Antitrust Amendments Act of 

1990.13 This law narrowed the types of 

interlocks that would be covered under 

Section 8. The years since have seen an 

overall decline in Section 8 

enforcement.14 We worry that this has 


ddrumheller on DSK120RN23PROD with NOTICES1
58274 Federal Register / Vol. 88, No. 164 / Friday, August 25, 2023 / Notices 

2017/01/have-plan-comply-bar-horizontalinterlocks (‘‘The Commission has generally relied 

on self-policing to prevent Section 8 violations, and 

as a result, litigated Section 8 cases are rare (with 

none construing the 1990 amendments). In recent 

Section 8 investigations, once staff raised concerns, 

an individual agreed to step down from one 

company in order to eliminate the interlock.’’); cf. 

Press Release, U.S. Dep’t of Justice, Tullett Prebon 

and ICAP Restructure Transaction after Justice 

Department Expresses Concerns about Interlocking 

Directorates (Jul. 14, 2016), https://www.justice.gov/ 

opa/pr/tullett-prebon-and-icap-restructuretransaction-after-justice-department-expressesconcerns; Press Release, U.S. Dep’t of Justice, 

Justice Department Requires Divestitures in 

Commscope’s Acquisition of Andrew Corporation 

(Dec. 6, 2007), https://www.justice.gov/archive/atr/ 

public/press_releases/2007/228330.htm. 

15See, e.g., Press Release, U.S. Dep’t of Justice, 

Justice Department’s Ongoing Section 8 

Enforcement Prevents More Potentially Illegal 

Interlocking Directorates (Mar. 9, 2023), https://

www.justice.gov/opa/pr/justice-department-songoing-section-8-enforcement-prevents-morepotentially-illegal; Press Release, U.S. Dep’t of 

Justice, Directors Resign from the Boards of Five 

Companies in Response to Justice Department 

Concerns About Potentially Illegal Interlocking 

Directorates (Oct. 19, 2022), https://

www.justice.gov/opa/pr/directors-resign-boardsfive-companies-response-justice-departmentconcerns-about-potentially. 

16See In re Hughes Tool Co., 130 F.T.C. 17 (1984); 

In re Big Three Indus., Inc., 103 F.T.C. 24 (1984). 

17Holian et al, 21st Century Section 8 

Enforcement: Legislative Origins and the 1990 

Amendments, American Bar Association, Antitrust 

Magazine Online (April 2023). 

18See Makan Delrahim, AAG., Antitrust Div., 

U.S. Dep’t of Justice, Remarks at Fordham 

University School of Law (May 1, 2019), https://

www.justice.gov/opa/speech/assistant-attorneygeneral-makan-delrahim-delivers-remarks-fordhamuniversity-school-law (‘‘Moreover, whether one LLC 

competes against another, whether two corporations 

compete against each other, or whether an LLC 

competes against a corporation, the competition 

analysis is the same. We and the FTC review 

mergers in this way, and we investigate our conduct 

matters this way too.’’). 

19Fed. Trade Comm’n, Policy Statement 

Regarding the Scope of Unfair Methods of 

Competition Under Section 5 of The Federal Trade 

Commission Act (Nov. 10, 2022), https://

www.ftc.gov/system/files/ftc_gov/pdf/

P221202Section5PolicyStatement.pdf. 

20Section 5 of the FTC Act expands these 

protections to encompass ‘‘conduct that violates the 

spirit of the antitrust laws,’’ including ‘‘interlocking 

directors and officers of competing firms not 

covered by the literal language of the Clayton Act.’’ 

Section 5 Policy Statement at 13, 15; see In re BorgWarner Corp. et al., 101 F.T.C. 863 (June 23, 1983); 

In re TRW, Inc., 93 F.T.C. 325 (1979); In re 

Perpetual Fed. Sav. & Loan Assoc., 90 F.T.C. 608 

(1977). 

21See, e.g., FTC v. Ind. Fed’n of Dentists, 476 U.S. 

447, 454 (1986) (holding that ‘‘[t]he standard of 

‘unfairness’ under the FTC Act is, by necessity, an 

elusive one, encompassing not only practices that 

violate the Sherman Act and the other antitrust 

laws’’); FTC v. Sperry & Hutchinson Co., 405 U.S. 

233, 242 (1972) (holding that ‘‘the Commission has 

broad powers to declare trade practices unfair.’’); 

FTC v. Texaco, Inc., 393 U.S. 223, 262 (1968) 

(holding that ‘‘[i]n large measure the task of 

defining ‘unfair methods of competition’ was left to 

the [FTC] . . . and that the legislative history shows 

that Congress concluded that the best check on 

unfair competition would be [a practical and expert 

administrative body] . . . [that applies] the rule 

enacted by Congress to particular business 

situations’’); FTC v. Brown Shoe, 384 U.S. 316, 321 

(1966) (holding that the FTC ‘‘has broad powers to 

declare trade practices unfair[,] particularly . . . 

with regard to trade practices which conflict with 

the basic policies of the Sherman and Clayton 

Acts’’). 

22 FTC v. Cement Inst., 333 U.S. 683, 708 (1948) 

(holding that conduct that falls short of violating 

the Sherman Act may violate Section 5). 

23Alterman Foods v. FTC, 497 F.2d 993 (5th Cir. 

1974); Colonial Stores v. FTC, 450 F.2d 733 (5th Cir. 

1971); R.H. Macy & Co. v. FTC, 326 F.2d 445 (2d 

Cir. 1964); Am. News Co. v. FTC, 300 F.2d 104 (2d 

Cir. 1962); Grand Union Co. v. FTC, 300 F.2d 92 

(2d Cir. 1962). 

24Atl. Refin. Co. v. FTC, 381 U.S. 357, 369 (1965) 

(holding that all that is necessary is to discover 

conduct that runs counter to the public policy 

declared in the Act . . .’’ and that ‘‘there are many 

unfair methods of competition that do not assume 

the proportions of antitrust violations’’). 

25 FTC v. Mot. Picture Advert. Serv. Co., 344 U.S. 

392, 394–95 (1953) (noting that ‘‘Congress advisedly 

left the concept [of unfair methods of competition] 

flexible . . . [and] designed it to supplement and 

bolster the Sherman Act and the Clayton Act[,] [so 

as] to stop . . . acts and practices [in their 

incipiency] which, when full blown, would violate 

those Acts[,] . . . as well as to condemn as ‘unfair 

methods of competition’ existing violations of 

them’’). 

over time led to under-deterrence and 

that corporate actors are not sufficiently 

appreciative of Section 8’s prohibitions. 

Over the past year, our colleagues at 

the Antitrust Division have sought to 

reactivate Section 8 and effectively put 

market participants back on notice.15

Today’s complaint and consent order 

build on that effort, marking the 

Commission’s first formal Section 8 

enforcement in nearly 40 years.16 This 

action is notable not just because it 

signals a return to the Commission’s 

prior approach of seeking binding 

prospective relief through consent 

orders, but also because it expands upon 

the remedies previously sought. 

Notably, the proposed order includes a 

prior approval provision that prohibits 

Quantum from taking a seat on the 

boards of any of the top seven natural 

gas producers in the Appalachian Basin, 

accounting for a substantial majority of 

the market. 

The proposed order also puts industry 

actors on notice that they must follow 

Section 8 no matter what specific 

corporate form their business takes. 

Firms in the modern economy utilize a 

variety of corporate forms and structures 

to engage in commerce, and industry 

actors have become increasingly 

sophisticated at corporate organization 

and venture formation. This is 

especially true in the private equity and 

financial sectors, with various limited 

liability vehicles, limited partnerships, 

and structured funds intricately 

entangled through a web of corporate 

and fiduciary relationships. Indeed, 

Quantum uses a limited liability 

structure when setting up its portfolio 

companies, and Quantum itself is a 

limited partnership. Section 8’s specific 

prohibition of interlocks among 

competitor ‘‘corporations’’ pre-dates the 

development of other commonly used 

corporate structures, such as limited 

liability companies.17 Accordingly, we 

must update our application of the law 

to match the realities of how firms do 

business in the modern economy.18

Today’s action makes clear that Section 

8 applies to businesses even if they are 

structured as limited partnerships or 

limited liability corporations. 

II. Standalone Section 5 Enforcement 

The Commission’s complaint charges 

that the proposed transaction would 

facilitate the exchange of confidential, 

competitively sensitive information in 

violation of Section 5 of the FTC Act. 

Specifically, Quantum’s anticipated 

position as one of EQT’s largest 

shareholders and EQT’s obligation to 

facilitate the appointment of a Quantum 

designee to the EQT board raise 

concerns that Quantum or EQT could 

have access to one another’s 

competitively significant, non-public 

information and could participate in, or 

have influence over, competitive 

decision-making at each firm. In 

addition to these concerns, a preexisting joint venture between EQT and 

Quantum, The Mineral Company 

(‘‘TMC’’), may also facilitate the 

improper exchange of competitively 

sensitive business information regarding 

the acquisition of mineral rights within 

the Appalachian Basin. 

In November 2022, the Commission 

issued a policy statement outlining the 

scope of Section 5 of the FTC Act.19 As 

the policy statement explains, Congress 

enacted Section 5 to create a new 

prohibition broader than, and different 

from, the Sherman Act. The text of the 

statute, which prohibits ‘‘unfair 

methods of competition,’’ distinguishes 

the FTC’s authority from authority 

granted in the Sherman and Clayton 

Acts. Lawmakers also made clear that 

Section 5 was designed to extend 

beyond the reach of the other antitrust 

laws.20 And the Supreme Court has 

repeatedly made clear that Section 5 

prohibits not just those practices that 

violate the Sherman Act or Clayton 

Act.21

Through the late 1970s, the FTC 

frequently brought Section 5 cases 

against conduct that would not 

necessarily run afoul of the Sherman or 

Clayton Acts. We now call these 

‘‘standalone’’ Section 5 cases. They 

included invitations to collude; 22 price 

discrimination claims against buyers not 

covered by the Clayton Act; 23 de facto 

bundling; 24 exclusive dealing; 25 and 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 164 / Friday, August 25, 2023 / Notices 58275 

26Atl. Refin. Co., 381 U.S. 357. 

27See, e.g., Golden Grain Macaroni Co. v. FTC, 

472 F.2d 882, 885 (9th Cir. 1972); In re Dean Foods 

Co., 70 F.T.C. 1146 (1966); In re Nat’l Tea Co., 69 

F.T.C. 226 (1966); In re Beatrice Foods Co., 67 

F.T.C. 473 (1965); In re Foremost Dairies, Inc., 52 

F.T.C. 1480 (1956). 

many other practices.26 The 

Commission also initiated multiple 

actions challenging mergers or series of 

acquisitions on the basis of Section 5 

violations, separate and aside from 

Sherman or Clayton Act liability.27 In 

the 1980s, however, the Commission 

backed away from bringing standalone 

Section 5 cases. In 2015, the 

Commission effectively collapsed the 

distinction between Section 5 and the 

other antitrust statutes. Today’s action 

represents the first time in decades that 

the Commission has challenged a deal 

as a standalone violation of Section 5. 

It should remind market participants 

that transactions that might not strictly 

violate Section 7 can still pose a risk to 

competition that the FTC has a statutory 

obligation to address. 

Quantum’s position on EQT’s board of 

directors and its role as one of EQT’s 

largest shareholders would provide 

Quantum with the ability to sway or 

influence EQT’s competitive decisionmaking and to access EQT’s 

competitively sensitive information. 

The Commission’s complaint alleges 

these risks are particularly serious given 

certain past actions by the parties, as 

well as the natural gas industry’s history 

of encouraging the exchange of 

competitively sensitive information and 

public signaling to competitors. The 

complaint alleges that the two firms’ 

TMC joint venture separately violates 

Section 5 of the FTC Act as it creates 

additional opportunities for sharing 

competitively sensitive business 

information. Further, there is reason to 

believe that EQT and Quantum already 

may use TMC as a vehicle for 

information exchange for the purchase 

of mineral rights and in connection with 

EQT’s future drilling plans. This 

information is forward-looking, nonpublic, and competitively sensitive, and 

its exchange among rivals, coupled with 

the noncompete agreements in place 

within the joint venture, harms 

competition. 

The proposed order is designed to 

remedy these concerns. The order 

prohibits Quantum from occupying an 

EQT Board seat and requires it to divest 

the EQT shares, which would 

structurally eliminate key mechanisms 

for undue influence and information 

exchange. The order also limits both 

current and future entanglements 

between the firms and reduces 

opportunities for exchanging 

confidential and competitively 

significant information between the 

firms, including by requiring EQT and 

Quantum to unwind their existing joint 

venture and any noncompete 

provisions. 

[FR Doc. 2023–18272 Filed 8–24–23; 8:45 am] 

BILLING CODE 6750–01–P 

DEPARTMENT OF DEFENSE 

GENERAL SERVICES 

ADMINISTRATION 

NATIONAL AERONAUTICS AND 

SPACE ADMINISTRATION 

[OMB Control No. 9000–0135; Docket No. 

2023–0053; Sequence No. 3] 

Submission for OMB Review; 

Prospective Subcontractor Requests 

for Bonds 

AGENCY: Department of Defense (DOD), 

General Services Administration (GSA), 

and National Aeronautics and Space 

Administration (NASA). 

ACTION: Notice. 

SUMMARY: Under the provisions of the 

Paperwork Reduction Act, the 

Regulatory Secretariat Division has 

submitted to the Office of Management 

and Budget (OMB) a request to review 

and approve an extension of a 

previously approved information 

collection requirement regarding 

prospective subcontractor requests for 

bonds. 

DATES: Submit comments on or before 

September 25, 2023. 

ADDRESSES: Written comments and 

recommendations for this information 

collection should be sent within 30 days 

of publication of this notice to 

www.reginfo.gov/public/do/PRAMain. 

Find this particular information 

collection by selecting ‘‘Currently under 

Review—Open for Public Comments’’ or 

by using the search function. 

Additionally, submit a copy to GSA 

through https://www.regulations.gov 

and follow the instructions on the site. 

This website provides the ability to type 

short comments directly into the 

comment field or attach a file for 

lengthier comments. 

Instructions: All items submitted 

must cite OMB Control No. 9000–0135, 

Prospective Subcontractor Requests for 

Bonds. Comments received generally 

will be posted without change to 

https://www.regulations.gov, including 

any personal and/or business 

confidential information provided. To 

confirm receipt of your comment(s), 

please check www.regulations.gov, 

approximately two-to-three days after 

submission to verify posting. If there are 

difficulties submitting comments, 

contact the GSA Regulatory Secretariat 

Division at 202–501–4755 or 

GSARegSec@gsa.gov. 

FOR FURTHER INFORMATION CONTACT: 

Zenaida Delgado, Procurement Analyst, 

at telephone 202–969–7207, or 

zenaida.delgado@gsa.gov. 

SUPPLEMENTARY INFORMATION: 

A. OMB Control Number, Title, and 

Any Associated Form(s) 

9000–0135, Prospective Subcontractor 

Requests for Bonds. 

B. Need and Uses 

Part 28 of the Federal Acquisition 

Regulation (FAR) contains guidance 

related to obtaining financial protection 

against losses under Federal contracts 

(e.g., bonds, bid guarantees, etc.). Part 

52 contains the corresponding 

provisions and clauses. These 

collectively implement the statutory 

requirement for Federal contractors to 

furnish payment bonds under 

construction contracts subject to 40 

U.S.C. chapter 31, subchapter III, Bonds. 

This information collection is 

mandated by section 806(a)(3) of Public 

Law 102–190, as amended by sections 

2091 and 8105 of the Federal 

Acquisition Streamlining Act of 1994 

(10 U.S.C. 4601 note prec.) (Pub. L. 103– 

335). Accordingly, the FAR clause at 

52.228–12, Prospective Subcontractor 

Requests for Bonds, requires prime 

contractors to promptly provide a copy 

of a payment bond, upon the request of 

a prospective subcontractor or supplier 

offering to furnish labor or material 

under a construction contract for which 

a payment bond has been furnished 

pursuant to 40 U.S.C. chapter 31. 

C. Common Form 

The General Services Administration 

is the sponsor agency of this common 

form. All executive agencies covered by 

the FAR will use this common form. 

Each executive agency will report their 

agency burden separately, and the 

reported information will be available at 

Reginfo.gov. 

D. Annual Burden 

General Services Administration 

Respondents: 317. 

Total Annual Responses: 793. 

Total Burden Hours: 270. 

E. Public Comment 

A 60-day notice was published in the 

Federal Register at 88 FR 39850, on 

June 20, 2023. No comments were 

received. 


ddrumheller on DSK120RN23PROD with NOTICES1