13326 Federal Register / Vol. 77, No. 44 / Tuesday, March 6, 2012 / Notices 

buyers. Similarly, the Consent 

Agreement requires Fresenius to obtain 

the consent of all lessors necessary to 

assign the leases for the real property 

associated with the divested clinics to 

the buyers. These provisions ensure that 

each buyer will have the assets 

necessary to operate the divested clinics 

in a competitive manner. 

The Consent Agreement contains 

several additional provisions designed 

to ensure that the divestitures are 

successful. First, the Consent Agreement 

provides each buyer with the 

opportunity to interview and hire 

employees affiliated with the divested 

clinics and prevents Fresenius from 

offering these employees incentives to 

decline any buyer’s offer of 

employment. This will ensure that each 

buyer has access to patient care and 

supervisory staff who are familiar with 

the clinics’ patients and the local 

physicians. Second, the Consent 

Agreement prevents Fresenius from 

contracting with the medical directors 

(or their practice groups) affiliated with 

the divested clinics for three years. This 

provides each buyer with sufficient time 

to build goodwill and a working 

relationship with its medical directors 

before Fresenius can attempt to 

capitalize on its prior relationships in 

soliciting their services. Third, to ensure 

continuity of patient care and records as 

each buyer implements its quality care, 

billing, and supply systems, the Consent 

Agreement allows Fresenius to provide 

transition services for a period of 12 

months. Firewalls and confidentiality 

agreements have been established to 

ensure that competitively sensitive 

information is not exchanged. Fourth, 

the Consent Agreement requires 

Fresenius to provide each buyer with a 

license to use Fresenius’s policies, 

procedures, and medical protocols, as 

well as the option to obtain Fresenius’s 

medical protocols, which will further 

enhance the buyer’s ability to continue 

to care for patients in the clinics that 

will be divested. Finally, the Consent 

Agreement requires Fresenius to 

provide notice to the Commission prior 

to any acquisitions of dialysis clinics in 

the markets addressed by the Consent 

Agreement in order to ensure that 

subsequent acquisitions do not 

adversely impact competition in the 

markets at issue or undermine the 

remedial goals of the proposed order. 

The Commission is satisfied that New 

DSI is a qualified acquirer of the 

majority of the divested assets. New DSI 

is currently a significant operator of 

dialysis clinics, having been formed to 

acquire the divested assets resulting 

from the 2011 DaVita/DSI investigation. 

The company was formed by Frazier 

Healthcare, a firm with a dedicated 

focus on healthcare, and New Enterprise 

Associates, the world’s largest venture 

capital firm with over $10.5 billion 

under management. 

Similarly, the Commission is satisfied 

that AIP is a qualified acquirer of 

divested assets in Alaska. AIP is a 

limited liability company wholly-owned 

by Dr. Mary Dittrich, the divested 

clinic’s medical director, and Dr. 

William Dittrich. AIP has received 

financial support from Crystal Cascades 

LLC, an investment fund that manages 

$100 million. 

Finally, the Commission is satisfied 

that DRG is a qualified acquirer of 

divested assets in the Dallas, Texas area. 

DRG is an integrated care provider in 

Dallas, Texas with nine nephrologists 

on staff and whose nephrologists 

currently serve as the medical directors 

of these divested assets. DRG holds the 

majority ownership interest in the five 

Liberty clinics in Dallas that would be 

divested, and has a strong reputation in 

the Dallas area. 

The Commission has appointed 

Richard Shermer of R. Shermer & Co. as 

an Interim Monitor to oversee the 

transition service agreements, and the 

implementation of, and compliance 

with, the Consent Agreement. Mr. 

Shermer assists client companies 

undergoing ownership transitions, and 

has specific experience with transitions 

of outpatient dialysis clinics. 

The purpose of this analysis is to 

facilitate public comment on the 

Consent Agreement, and it is not 

intended to constitute an official 

interpretation of the proposed Decision 

and Order or the Order to Maintain 

Assets, or to modify their terms in any 

way. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. 2012–5331 Filed 3–5–12; 8:45 am] 

BILLING CODE 6750–01–P 

FEDERAL TRADE COMMISSION 

[File No. 111 0207] 

Carpenter Technology Corporation and 

Latrobe Specialty Metals, Inc.; 

Analysis of Proposed 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 March 29, 2012. 

ADDRESSES: Interested parties may file a 

comment online or on paper, by 

following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Write ‘‘Carpenter Latrobe, File 

No. 111 0207’’ on your comment, and 

file your comment online at https:// 

ftcpublic.commentworks.com/ftc/ 

carpenterlatrobeconsent, by following 

the instructions on the web-based form. 

If you prefer to file your comment on 

paper, mail or deliver your comment to 

the following address: Federal Trade 

Commission, Office of the Secretary, 

Room H–113 (Annex D), 600 

Pennsylvania Avenue NW., Washington, 

DC 20580. 

FOR FURTHER INFORMATION CONTACT: 

Scott Reiter (202–326–2886), 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 February 29, 2012), 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. 

You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before March 29, 2012. Write ‘‘Carpenter 

Latrobe, File No. 111 0207’’ on your 

comment. Your comment—including 

your name and your state—will be 

placed on the public record of this 

proceeding, including, to the extent 

practicable, on the public Commission 


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Federal Register / Vol. 77, No. 44 / Tuesday, March 6, 2012 / Notices 13327 

1 In particular, the written request for confidential 

treatment that accompanies the comment must 

include the factual and legal basis for the request, 

and must identify the specific portions of the 

comment to be withheld from the public record. See 

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

Web site, at http://www.ftc.gov/os/ 

publiccomments.shtm. As a matter of 

discretion, the Commission tries to 

remove individuals’ home contact 

information from comments before 

placing them on the Commission Web 

site. 

Because your comment will be made 

public, you are solely responsible for 

making sure that your comment does 

not include any sensitive personal 

information, like anyone’s Social 

Security number, date of birth, driver’s 

license number or other state 

identification number or foreign country 

equivalent, passport number, financial 

account number, or credit or debit card 

number. You are also solely responsible 

for making sure that your comment does 

not include any sensitive health 

information, like medical records or 

other individually identifiable health 

information. In addition, do not include 

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

financial information which is 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 

FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2). 

In particular, do not include 

competitively sensitive information 

such as costs, sales statistics, 

inventories, formulas, patterns, devices, 

manufacturing processes, or customer 

names. 

If you want the Commission to give 

your comment confidential treatment, 

you must file it in paper form, with a 

request for confidential treatment, and 

you have to follow the procedure 

explained in FTC Rule 4.9(c), 16 CFR 

4.9(c).1 Your comment will be kept 

confidential only if the FTC General 

Counsel, in his or her sole discretion, 

grants your request in accordance with 

the law and the public interest. 

Postal mail addressed to the 

Commission is subject to delay due to 

heightened security screening. As a 

result, we encourage you to submit your 

comments online. To make sure that the 

Commission considers your online 

comment, you must file it at https:// 

ftcpublic.commentworks.com/ftc/ 

carpenterlatrobeconsent by following 

the instructions on the web-based form. 

If this Notice appears at http:// 

www.regulations.gov/#!home, you also 

may file a comment through that Web 

site. 

If you file your comment on paper, 

write ‘‘Carpenter Latrobe, File No. 111 

0207’’ on your comment and on the 

envelope, and mail or deliver it to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Room H–113 (Annex D), 600 

Pennsylvania Avenue NW., Washington, 

DC 20580. If possible, submit your 

paper comment to the Commission by 

courier or overnight service. 

Visit the Commission Web site at 

http://www.ftc.gov to read this Notice 

and the news release describing it. The 

FTC Act and other laws that the 

Commission administers permit the 

collection of public comments to 

consider and use in this proceeding as 

appropriate. The Commission will 

consider all timely and responsive 

public comments that it receives on or 

before March 29, 2012. You can find 

more information, including routine 

uses permitted by the Privacy Act, in 

the Commission’s privacy policy, at 

http://www.ftc.gov/ftc/privacy.htm. 

Analysis of Agreement Containing 

Consent Order To Aid Public Comment 

I. Introduction 

The Federal Trade Commission 

(‘‘Commission’’) has accepted, subject to 

final approval, an Agreement 

Containing Consent Orders (‘‘Consent 

Agreement’’) with Carpenter 

Technology Corporation (‘‘Carpenter’’), 

Latrobe Specialty Metals, Inc. 

(‘‘Latrobe’’), and HHEP–Latrobe, L.P., 

which is designed to remedy the 

anticompetitive effects of Carpenter’s 

proposed acquisition of Latrobe. 

Pursuant to an Agreement and Plan of 

Merger dated June 20, 2011, Carpenter 

intends to acquire all of Latrobe’s voting 

securities for approximately $410 

million. Carpenter and Latrobe compete 

in the sale of specialty alloys used in the 

aerospace, energy, and other industries. 

The proposed acquisition would result 

in a merger to monopoly in the market 

for two of these specialty alloys: 

(1) MP159 and (2) MP35N used in 

aerospace applications (‘‘Aerospace 

MP35N,’’ and collectively, the ‘‘MP 

Alloys’’). 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, in the markets 

for each of the MP Alloys. 

The proposed Consent Agreement 

remedies the alleged violations by 

replacing the lost competition in the 

relevant markets that would result from 

the acquisition. Under the terms of the 

Consent Agreement, Carpenter is 

required to divest assets related to the 

manufacture and sale of the MP Alloys 

to Eramet S.A. (‘‘Eramet’’). The Consent 

Agreement requires Carpenter to 

provide Eramet with all of the relevant 

equipment, licenses, and technical 

information necessary for Eramet to 

replace Latrobe as a competitor in the 

markets for the MP alloys. In addition, 

the Consent Agreement requires 

Carpenter to contract manufacture the 

MP Alloys for Eramet at cost until 

Eramet is able to produce and 

commercially sell these products on its 

own. 

The proposed Consent Agreement has 

been placed on the public record for 

thirty days, and comments from 

interested persons have been requested. 

Comments received during this period 

will become part of the public record. 

After thirty days, the Commission will 

again review the proposed Consent 

Agreement and the comments received, 

and will decide whether it should 

withdraw from the proposed Consent 

Agreement, modify it, or make final the 

accompanying Decision and Order. 

II. The Products and Structure of the 

Markets 

The MP Alloys have unique physical 

characteristics that make them well 

suited for use in aerospace applications, 

and especially in aerospace engine 

fasteners. Purchasers of the MP Alloys 

are generally willing to consider 

overseas suppliers, although to avoid 

the cost of dual inventories for 

commercial and military customers, 

they typically require that suppliers be 

located in countries approved by 

Congress to supply materials for 

military purposes. For these reasons, the 

relevant markets in which to analyze the 

competitive effects of the proposed 

acquisition are the markets for MP159 

and Aerospace MP35N manufactured in 

the United States and in foreign 

countries approved to supply materials 

for military purposes under the Defense 

Federal Acquisition Regulation System 

(‘‘DFARS’’). In these markets, Carpenter 

and Latrobe are the only options for U.S. 

consumers, and the proposed 

transaction would create a monopoly in 

both relevant markets. 

III. Entry 

Entry or expansion by other specialty 

alloy manufacturers is not likely to avert 

the anticompetitive impact of 

Carpenter’s acquisition of Latrobe. The 

time and cost required to obtain the 

physical assets, expertise, and 

qualifications necessary to produce the 

MP Alloys are substantial, and far 

outweigh the potential profits from 

entry into these small markets. 


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13328 Federal Register / Vol. 77, No. 44 / Tuesday, March 6, 2012 / Notices 

IV. Effects of the Acquisition 

The proposed acquisition likely 

would result in significant 

anticompetitive harm in the highlyconcentrated relevant markets for each 

of the MP Alloys. Carpenter and Latrobe 

are the only competitors in these highlyconcentrated markets. The acquisition 

will eliminate actual, direct, and 

substantial competition between 

Carpenter and Latrobe, and likely result 

in higher prices for both of the MP 

Alloys. 

V. The Consent Agreement 

The proposed Consent Agreement 

remedies the competitive concerns 

raised by the transaction by requiring 

the parties to divest assets related to the 

manufacture of the MP Alloys to 

Eramet. The terms required by the 

Consent Agreement will enable Eramet 

to effectively replace the competition in 

the MP Alloys markets lost as a result 

of the proposed acquisition. 

Eramet is a global supplier of 

specialty alloys with an established 

sales and marketing network in the 

United States that will allow it to be 

immediately competitive in the relevant 

MP Alloys markets. Eramet is based in 

France, which is an approved foreign 

source country for U.S. military 

operations under DFARS. The proposed 

Consent Agreement requires Carpenter 

to provide Eramet with product licenses 

and the manufacturing technology 

necessary to manufacture the MP 

Alloys. This includes technical 

assistance from current Latrobe 

company designees, and confidential 

business information directly related to 

the manufacture of the MP Alloys. In 

addition, the Consent Agreement 

requires Carpenter to contract 

manufacture the MP Alloys for Eramet 

at cost until Eramet is able to produce 

and commercially sell these products on 

its own. The Commission has appointed 

James R. Bucci, who has over 35 years 

of experience in the specialty alloy 

industry, as the interim monitor to 

oversee the divestiture. 

If after the public comment period the 

Commission determines that Eramet is 

not an acceptable acquirer of the assets 

to be divested, or that the manner of the 

divestitures is not acceptable, Carpenter 

must unwind the divestiture and divest 

the assets within 180 days of the date 

the Order becomes final to another 

Commission-approved acquirer. If 

Carpenter fails to divest the assets 

within the 180 days, the Commission 

may appoint a trustee to divest the 

relevant assets. 

The purpose of this analysis is to 

facilitate public comment on the 

proposed Consent Agreement, and it is 

not intended to constitute an official 

interpretation of the proposed Consent 

Agreement or to modify its terms in any 

way. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. 2012–5333 Filed 3–5–12; 8:45 am] 

BILLING CODE 6750–01–P 

DEPARTMENT OF DEFENSE 

GENERAL SERVICES 

ADMINISTRATION 

NATIONAL AERONAUTICS AND 

SPACE ADMINISTRATION 

[OMB Control No. 9000–0154; Docket 2012– 

0076; Sequence 11] 

Federal Acquisition Regulation; 

Information Collection; Davis Bacon 

Act—Price Adjustment (Actual Method) 

AGENCY: Department of Defense (DOD), 

General Services Administration (GSA), 

and National Aeronautics and Space 

Administration (NASA). 

ACTION: Notice of request for public 

comments regarding an extension to an 

existing OMB clearance. 

SUMMARY: Under the provisions of the 

Paperwork Reduction Act, the 

Regulatory Secretariat will be 

submitting to the Office of Management 

and Budget (OMB) a request to review 

and approve an extension of a 

previously approved information 

collection requirement concerning the 

Davis-Bacon Act price adjustment 

(actual method). 

Public comments are particularly 

invited on: Whether this collection of 

information is necessary for the proper 

performance of functions of the FAR, 

and whether it will have practical 

utility; whether our estimate of the 

public burden of this collection of 

information is accurate, and based on 

valid assumptions and methodology; 

ways to enhance the quality, utility, and 

clarity of the information to be 

collected; and ways in which we can 

minimize the burden of the collection of 

information on those who are to 

respond, through the use of appropriate 

technological collection techniques or 

other forms of information technology. 

DATES: Submit comments on or before 

May 7, 2012. 

ADDRESSES: Submit comments 

identified by Information Collection 

9000–0154, Davis Bacon Act—Price 

Adjustment (Actual Method), by any of 

the following methods: 

• Regulations.gov: http:// 

www.regulations.gov. 

Submit comments via the Federal 

eRulemaking portal by inputting 

‘‘Information Collection 9000–0154, 

Davis Bacon Act—Price Adjustment 

(Actual Method)’’ under the heading 

‘‘Enter Keyword or ID’’ and selecting 

‘‘Search.’’ Select the link ‘‘Submit a 

Comment’’ that corresponds with 

‘‘Information Collection 9000–0154, 

Davis Bacon Act—Price Adjustment 

(Actual Method).’’ Follow the 

instructions provided at the ‘‘Submit a 

Comment’’ screen. Please include your 

name, company name (if any), and 

‘‘Information Collection 9000–0154, 

Davis Bacon Act—Price Adjustment 

(Actual Method)’’ on your attached 

document. 

• Fax: 202–501–4067. 

• Mail: General Services 

Administration, Regulatory Secretariat 

(MVCB), 1275 First Street NE., 

Washington, DC 20417. Attn: Hada 

Flowers/IC 9000–0154, Davis Bacon 

Act—Price Adjustment (Actual 

Method). 

Instructions: Please submit comments 

only and cite Information Collection 

9000–0154, Davis Bacon Act—Price 

Adjustment (Actual Method), in all 

correspondence related to this 

collection. All comments received will 

be posted without change to http:// 

www.regulations.gov, including any 

personal and/or business confidential 

information provided. 

FOR FURTHER INFORMATION CONTACT: 

Mr. Edward Loeb, Procurement 

Analyst, Federal Acquisition Policy 

Division, GSA, (202) 501–0650, or via 

email Edward.loeb@gsa.gov. 

SUPPLEMENTARY INFORMATION: 

A. Purpose 

Government contracting officers may 

include FAR clause 52.222–32, DavisBacon Act—Price Adjustment (Actual 

Method) in fixed-price solicitations and 

contracts, subject to the Davis-Bacon 

Act under certain conditions. The 

conditions are that the solicitation or 

contract contains option provisions to 

extend the term of the contract and the 

contracting officer determines that the 

most appropriate method to adjust the 

contract price at option exercise is to 

use a computation method based on the 

actual increase or decrease from a new 

or revised Department of Labor DavisBacon Act wage determination. 

The clause requires that a contractor 

submit at the exercise of each option to 

extend the term of the contract, a 

statement of the amount claimed for 

incorporation of the most current wage 

determination by the Department of 


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