13324 Federal Register / Vol. 77, No. 44 / Tuesday, March 6, 2012 / Notices 

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). 

notices are set forth in paragraph 7 of 

the Act (12 U.S.C. 1817(j)(7)). 

The notices are available for 

immediate inspection at the Federal 

Reserve Bank indicated. The notices 

also will be available for inspection at 

the offices of the Board of Governors. 

Interested persons may express their 

views in writing to the Reserve Bank 

indicated for that notice or to the offices 

of the Board of Governors. Comments 

must be received not later than March 

21, 2012. 

A. Federal Reserve Bank of Atlanta 

(Chapelle Davis, Assistant Vice 

President) 1000 Peachtree Street, NE., 

Atlanta, Georgia 30309: 

1. Renny B. Eadie and Robert M. 

Eadie, both of Lake City, Florida; to 

collectively acquire additional voting 

shares of PSB BancGroup, Inc., and 

thereby indirectly acquire additional 

voting shares of Peoples State Bank, 

both in Lake City, Florida. 

B. Federal Reserve Bank of Dallas (E. 

Ann Worthy, Vice President) 2200 

North Pearl Street, Dallas, Texas 75201– 

2272: 

1. Mission-Heights Capital, Ltd., and 

Mission-Heights, LLC, both in Houston, 

Texas, general partner; and Charles 

Robert Miller, Jr., Odem, Texas, 

individually; to acquire voting shares of 

Odem Bancshares, Inc., and thereby 

indirectly acquire voting shares of First 

State Bank of Odem, both in Odem, 

Texas. 

Board of Governors of the Federal Reserve 

System, March 1, 2012. 

Robert deV. Frierson, 

Deputy Secretary of the Board. 

[FR Doc. 2012–5349 Filed 3–5–12; 8:45 am] 

BILLING CODE 6210–01–P 

FEDERAL TRADE COMMISSION 

[File No. 111 0170] 

Fresenius Medical Care AG & Co. 

KGaA; Analysis of Agreement 

Containing Consent Orders To Aid 

Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair or 

deceptive acts or practices or unfair 

methods of competition. The attached 

Analysis to Aid Public Comment 

describes both the allegations in the 

draft complaint and the terms of the 

consent order—embodied in the consent 

agreement—that would settle these 

allegations. 

DATES: Comments must be received on 

or before 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 ‘‘Fresenius Liberty, File 

No. 111 0170’’ on your comment, and 

file your comment online at https://

ftcpublic.commentworks.com/ftc/

freseniuslibertyconsent, 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: Lisa 

De Marchi Sleigh (202–326–2535), 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 28, 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 ‘‘Fresenius 

Liberty, File No. 111 0170’’ on your 

comment. Your comment—including 

your name and your state—will be 

placed on the public record of this 

proceeding, including, to the extent 

practicable, on the public Commission 

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

publiccomments.shtm. As a matter of 

discretion, the Commission tries to 

remove individuals’ home contact 

information from comments before 

placing them on the Commission Web 

site. 

Because your comment will be made 

public, you are solely responsible for 

making sure that your comment does 

not include any sensitive personal 

information, like anyone’s Social 

Security number, date of birth, driver’s 

license number or other state 

identification number or foreign country 

equivalent, passport number, financial 

account number, or credit or debit card 

number. You are also solely responsible 

for making sure that your comment does 

not include any sensitive health 

information, like medical records or 

other individually identifiable health 

information. In addition, do not include 

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

financial information which is 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/

freseniuslibertyconsent 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 ‘‘Fresenius Liberty, File No. 111 

0170’’ 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. 


pmangrum on DSK3VPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 44 / Tuesday, March 6, 2012 / Notices 13325 

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 

The Federal Trade Commission 

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

final approval, an Agreement 

Containing Consent Orders (‘‘Consent 

Agreement’’) from Fresenius Medical 

Care AG & Co. KGaA (‘‘Fresenius’’). The 

purpose of the Consent Agreement is to 

remedy the anticompetitive effects 

resulting from Fresenius’s purchase of 

Liberty Dialysis Holdings, Inc. 

(‘‘Liberty’’). Under the terms of the 

Consent Agreement, Fresenius is 

required to divest 60 dialysis clinics and 

terminate one management contract in 

43 geographic markets across the United 

States. 

The Consent Agreement has been 

placed on the public record for 30 days 

to solicit comments from interested 

persons. Comments received during this 

period will become part of the public 

record. After 30 days, the Commission 

will again review the Consent 

Agreement and the comments received, 

and will decide whether it should 

withdraw from the Consent Agreement 

or make it final. 

Pursuant to an agreement dated 

August 1, 2011, Fresenius proposes to 

acquire Liberty for approximately $2.1 

billion. The Commission’s complaint 

alleges that the proposed acquisition, if 

consummated, would violate Section 7 

of the Clayton Act, as amended, 15 

U.S.C. 18, and Section 5 of the Federal 

Trade Commission Act, as amended, 15 

U.S.C. 45, by substantially lessening 

competition in 43 markets for the 

provision of outpatient dialysis services. 

The Parties 

Headquartered in Bad Homburg, 

Germany, Fresenius is the largest 

provider of outpatient dialysis services 

in the United States. Fresenius operates 

more than 1,800 outpatient dialysis 

clinics in all 50 states and the District 

of Columbia treating approximately 

131,000 patients. In 2010, Fresenius’s 

revenues were approximately $8 billion. 

Liberty, headquartered in Mercer 

Island, Washington, is a privately held 

company and the third-largest provider 

of outpatient dialysis services in the 

United States. Liberty operates 260 

dialysis centers, providing dialysis 

services to approximately 19,000 

patients in 32 states and the District of 

Columbia. 

Outpatient Dialysis Services 

Outpatient dialysis services is the 

relevant product market in which to 

assess the effects of the proposed 

transaction. For patients suffering from 

End Stage Renal Disease (‘‘ESRD’’), 

dialysis treatments are a life-sustaining 

therapy that replaces the function of the 

kidneys by removing toxins and excess 

fluid from the blood. Most ESRD 

patients receive dialysis treatment three 

times per week in sessions lasting 

between three and five hours. Kidney 

transplantation is the only alternative to 

dialysis for ESRD patients. However, the 

wait-time for donor kidneys—during 

which ESRD patients must receive 

dialysis treatments—can exceed five 

years. Additionally, many ESRD 

patients are not viable transplant 

candidates. As a result, ESRD patients 

have no alternative to dialysis 

treatments. ESRD patients who are not 

hospitalized must obtain dialysis 

treatments from outpatient dialysis 

clinics. 

Dialysis services are provided in local 

geographic markets limited by the 

distance ESRD patients are able to travel 

to receive treatments. ESRD patients are 

often very ill and suffer from multiple 

health problems, making travel further 

than 30 miles or 30 minutes very 

difficult. As a result, competition among 

dialysis clinics occurs at a local level, 

corresponding to metropolitan areas or 

subsets thereof. The exact contours of 

each market vary depending on traffic 

patterns, local geography, and the 

patient’s proximity to the nearest center. 

Entry into the outpatient dialysis 

services markets identified in the 

Commission’s Complaint is not likely to 

occur in a timely manner at a level 

sufficient to deter or counteract the 

likely anticompetitive effects of the 

proposed transaction. The primary 

barrier to entry is the difficulty 

associated with locating nephrologists 

with established patient pools to serve 

as medical directors. By law, each 

dialysis clinic must have a nephrologist 

medical director. As a practical matter, 

medical directors are also essential to 

the success of a clinic because they are 

the primary source of referrals. The lack 

of available nephrologists with an 

established referral stream is a 

significant barrier to entry into each of 

the relevant markets. Beyond that, the 

attractiveness of entry is diminished 

where certain attributes, including a 

rapidly growing ESRD population, a 

favorable regulatory environment, 

average or below nursing and labor 

costs, and a low penetration of managed 

care are not present, as is the case in 

many of the geographic markets 

identified in the Commission’s 

complaint. 

Each of the geographic markets 

identified in the Complaint is highly 

concentrated. The proposed acquisition 

represents a merger-to-monopoly in 17 

markets and would cause the number of 

providers to drop from three to two in 

24 other markets. Additionally, in the 

remaining two markets identified in the 

Complaint, concentration is already 

very high and would increase 

significantly. In these two markets, the 

fourth market participant is small and 

does not meaningfully impact 

competition. Further, the evidence 

shows that health insurance companies 

and other private payors who pay for 

dialysis services used by their members 

benefit from direct competition between 

Fresenius and Liberty when negotiating 

rates charged by dialysis providers. The 

high post-acquisition concentration 

levels, along with the elimination of 

Fresenius’s and Liberty’s head-to-head 

competition in these markets suggest the 

proposed combination likely would 

result in higher prices and diminished 

service and quality for outpatient 

dialysis services in many geographic 

markets. 

The Consent Agreement 

The Consent Agreement remedies the 

proposed acquisition’s anticompetitive 

effects in 43 markets where both 

Fresenius and Liberty operate dialysis 

clinics by requiring Fresenius to divest 

54 outpatient dialysis clinics to Dialysis 

Newco, Inc. (d/b/a DSI Renal) (‘‘New 

DSI’’); divest one outpatient dialysis 

clinic to Alaska Investment Partners 

LLC (‘‘AIP’’), and five outpatient 

dialysis clinics to Dallas Renal Group 

(‘‘DRG’’). The Consent Agreement also 

requires Fresenius to terminate one 

management services agreement 

pursuant to which it manages an 

outpatient dialysis clinic on behalf of a 

third-party owner. As with the 

divestitures, termination of this 

management services agreement will 

ensure that this clinic remains a viable 

independent competitor. 

As part of these divestitures, 

Fresenius is required to obtain the 

agreement of the medical directors 

affiliated with the divested clinics to 

continue providing physician services 

after the transfer of ownership to the 


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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 


pmangrum on DSK3VPTVN1PROD with NOTICES