Federal Register / Vol. 80, No. 56 / Tuesday, March 24, 2015 / Notices 15605 

Board of Governors of the Federal Reserve 

System, March 19, 2015. 

Margaret McCloskey Shanks, 

Deputy Secretary of the Board. 

[FR Doc. 2015–06676 Filed 3–23–15; 8:45 am] 

BILLING CODE 6210–01–P 

FEDERAL RESERVE SYSTEM 

Change in Bank Control Notices; 

Acquisitions of Shares of a Savings 

and Loan Holding Company 

The notificants listed below have 

applied under the Change in Bank 

Control Act (12 U.S.C. 1817(j)) and the 

Board’s Regulation LL (12 CFR part 238) 

to acquire shares of a savings and loan 

holding company. The factors that are 

considered in acting on the 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 April 8, 

2015. 

A. Federal Reserve Bank of 

Minneapolis (Jacquelyn K. Brunmeier, 

Assistant Vice President) 90 Hennepin 

Avenue, Minneapolis, Minnesota 

55480–0291: 

1. J. Scott Nelson, Redwood Falls 

Minnesota, individually and James 

Tersteeg, and Thomas Stotesbery, all as 

a trustees of the HomeTown Bank 

Employee Stock Ownership Plan, 

Redwood Falls Minnesota; J. Scott 

Nelson and John Nelson, Redwood 

Falls, Minnesota; Sarah Hoyt, St Paul 

Minnesota, all as members of the Nelson 

family shareholder group acting in 

concert, to acquire and retain voting 

shares Redwood Financial, Inc., 

Redwood Falls, Minnesota, and thereby 

indirectly acquire and retain voting 

shares of HomeTown Bank, Redwood 

Falls, Minnesota. 

Board of Governors of the Federal Reserve 

System, March 19, 2015. 

Margaret McCloskey Shanks, 

Deputy Secretary of the Board. 

[FR Doc. 2015–06675 Filed 3–23–15; 8:45 am] 

BILLING CODE 6210–01–P 

FEDERAL RESERVE SYSTEM 

Formations of, Acquisitions by, and 

Mergers of Bank Holding Companies; 

Correction 

This notice corrects a notice (FR Doc. 

2015–06196) published on pages 14133 

and 14134 of the issue for Wednesday, 

March 18, 2015. 

A. Federal Reserve Bank of 

Minneapolis (Jacquelyn K. Brunmeier, 

Assistant Vice President) 90 Hennepin 

Avenue, Minneapolis, Minnesota 

55480–0291: 

1. Beartooth Financial Corporation, 

Billings, Montana; to become a bank 

holding company by acquiring 100 

percent of the voting shares of Beartooth 

Bank, Billings, Montana. 

B. Federal Reserve Bank of Dallas 

(Robert L. Triplett III, Senior Vice 

President) 2200 North Pearl Street, 

Dallas, Texas 75201–2272: 

1. FNBK Holdings, Inc., Dallas, Texas; 

to become a bank holding company by 

acquiring 100 percent of the voting 

shares of The First National Bank of 

Kemp, Kemp, Texas. 

Comments on this application must 

be received by April 13, 2015. 

Board of Governors of the Federal Reserve 

System, March 19, 2015. 

Margaret McCloskey Shanks, 

Deputy Secretary of the Board. 

[FR Doc. 2015–06673 Filed 3–23–15; 8:45 am] 

BILLING CODE 6210–01–P 

FEDERAL RESERVE SYSTEM 

Formations of, Acquisitions by, and 

Mergers of Bank Holding Companies 

The companies listed in this notice 

have applied to the Board for approval, 

pursuant to the Bank Holding Company 

Act of 1956 (12 U.S.C. 1841 et seq.) 

(BHC Act), Regulation Y (12 CFR part 

225), and all other applicable statutes 

and regulations to become a bank 

holding company and/or to acquire the 

assets or the ownership of, control of, or 

the power to vote shares of a bank or 

bank holding company and all of the 

banks and nonbanking companies 

owned by the bank holding company, 

including the companies listed below. 

The applications listed below, as well 

as other related filings required by the 

Board, are available for immediate 

inspection at the Federal Reserve Bank 

indicated. The applications will also be 

available for inspection at the offices of 

the Board of Governors. Interested 

persons may express their views in 

writing on the standards enumerated in 

the BHC Act (12 U.S.C. 1842(c)). If the 

proposal also involves the acquisition of 

a nonbanking company, the review also 

includes whether the acquisition of the 

nonbanking company complies with the 

standards in section 4 of the BHC Act 

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

noted, nonbanking activities will be 

conducted throughout the United States. 

Unless otherwise noted, comments 

regarding each of these applications 

must be received at the Reserve Bank 

indicated or the offices of the Board of 

Governors not later than April 17, 2015. 

A. Federal Reserve Bank of Cleveland 

(Nadine Wallman, Vice President) 1455 

East Sixth Street, Cleveland, Ohio 

44101–2566: 

1. Kentucky Bancshares, Inc., Paris, 

Kentucky; to acquire 100 percent of the 

voting shares of Madison Financial 

Corp., and thereby indirectly acquire 

voting shares of Madison Bank, both in 

Richmond, Kentucky. 

B. Federal Reserve Bank of Chicago 

(Colette A. Fried, Assistant Vice 

President) 230 South LaSalle Street, 

Chicago, Illinois 60690–1414: 

1. Minier Financial, Inc. Employee 

Stock Ownership Plan with 401(k) 

Provisions, Minier, Illinois; to acquire 

additional voting shares, for a total of 51 

percent of the voting shares of Minier 

Financial, Inc., and thereby indirectly 

acquire additional voting shares of First 

Farmers State Bank, both in Minier, 

Illinois. 

2. Wintrust Financial Corporation, 

Rosemont, Illinois; to merge with 

Community Financial Shares, Inc., Glen 

Ellyn, Illinois, and thereby indirectly 

acquire Community Bank-Wheaton/ 

Glen Ellyn, Illinois. 

Board of Governors of the Federal Reserve 

System, March 19, 2015. 

Margaret McCloskey Shanks, 

Deputy Secretary of the Board. 

[FR Doc. 2015–06674 Filed 3–23–15; 8:45 am] 

BILLING CODE 6210–01–P 

FEDERAL TRADE COMMISSION 

[File No. 141 0171] 

Par Petroleum Corporation and Mid 

Pac Petroleum, LLC; Analysis of 

Proposed Consent Order 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 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. 

mstockstill on DSK4VPTVN1PROD with NOTICES

15606 Federal Register / Vol. 80, No. 56 / Tuesday, March 24, 2015 / 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). 

DATES: Comments must be received on 

or before April 17, 2015. 

ADDRESSES: Interested parties may file a 

comment at https:// 

ftcpublic.commentworks.com/ftc/ 

parmidpacconsent online or on paper, 

by following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Write ‘‘Par Petroleum 

Corporation—Consent Agreement; File 

No. 141–0171’’ on your comment and 

file your comment online at https:// 

ftcpublic.commentworks.com/ftc/ 

parmidpacconsent by following the 

instructions on the web-based form. If 

you prefer to file your comment on 

paper, write ‘‘Par Petroleum 

Corporation—Consent Agreement; File 

No. 141–0171’’ 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 D), 

Washington, DC 20580, or deliver your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, Constitution Center, 400 7th 

Street SW., 5th Floor, Suite 5610 

(Annex D), Washington, DC 20024. 

FOR FURTHER INFORMATION CONTACT: 

Anna Kertesz, Bureau of Competition, 

(202–326–2511), 600 Pennsylvania 

Avenue NW., Washington, DC 20580. 

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 consent 

orders 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 March 18, 2015), on the 

World Wide Web, at http://www.ftc.gov/ 

os/actions.shtm. 

You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before April 17, 2015. Write ‘‘Par 

Petroleum Corporation—Consent 

Agreement; File No. 141–0171’’ 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 

privileged or confidential,’’ as discussed 

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/ 

parmidpacconsent 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 ‘‘Par Petroleum Corporation— 

Consent Agreement; File No. 141–0171’’ 

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 D), Washington, DC 20580, 

or deliver your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Constitution Center, 400 7th Street SW., 

5th Floor, Suite 5610 (Annex D), 

Washington, DC 20024. 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 April 17, 2015. 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 

Introduction 

The Federal Trade Commission 

(‘‘Commission’’) has accepted from Par 

Petroleum Corporation (‘‘Par’’), subject 

to final approval, an Agreement 

Containing Consent Order (‘‘Consent 

Agreement’’) designed to remedy the 

anticompetitive effects resulting from 

Par’s proposed acquisition of 100% of 

the outstanding voting securities of 

Koko’oha Investments, Inc. 

(‘‘Koko’oha’’), which owns all of the 

membership interests of Mid Pac 

Petroleum, LLC (‘‘Mid Pac’’). Under the 

terms of the proposed Decision and 

Order (‘‘Order’’) contained in the 

Consent Agreement, Par must terminate 

its acquired storage and throughput 

rights at Aloha Petroleum, Ltd.’s 

(‘‘Aloha’’) Barbers Point Terminal 

(‘‘Barbers Point Terminal’’). 

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, 

modify it, or make the Order final. 

The Parties 

Par, a publicly-traded diversified 

energy company based in Houston, 

Texas, engages in the refining, bulk 

supply, transportation, and marketing of 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 80, No. 56 / Tuesday, March 24, 2015 / Notices 15607 

2Aloha entered the storage and throughput 

agreement with Mid Pac in mid-2005, shortly after 

the Commission sought to enjoin Aloha’s 

acquisition of Trustreet Properties LLP, Aloha’s 

fifty-percent partner in the Barbers Point Terminal 

at the time. The Commission subsequently 

dismissed its complaint in that matter. See Press 

Release, Fed. Trade Comm’n, FTC Resolves Aloha 

Petroleum Litigation (Sept. 6, 2005), available at 

https://www.ftc.gov/news-events/press-releases/ 

2005/09/ftc-resolves-aloha-petroleum-litigation. 

petroleum products in Hawaii through 

its wholly-owned subsidiary, Hawaii 

Independent Energy, LLC (‘‘HIE’’). HIE 

owns and operates the 94,000 barrelper-day Kapolei refinery on Oahu and 

refined product terminals in Hawaii. 

HIE markets gasoline through its Tesorobranded retail locations and wholesale 

and retail sales to third parties. 

Koko’oha, through its wholly-owned 

subsidiary Mid Pac, engages in the bulk 

supply, marketing, and distribution of 

petroleum products in Hawaii. Mid Pac 

owns and operates refined products 

terminals and is the exclusive licensee 

of the ‘‘76’’ gasoline brand in Hawaii. 

Mid Pac markets gasoline through its 

branded retail locations and wholesale 

and retail sales to third parties. 

The Proposed Acquisition 

Pursuant to an Agreement and Plan of 

Merger dated June 2, 2014, Par proposes 

to acquire Koko’oha for $107 million 

(the ‘‘Acquisition’’). The Commission’s 

Complaint alleges that the 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 the market for bulk 

supply of Hawaii-grade gasoline 

blendstock (‘‘HIBOB’’) in the state of 

Hawaii. 

The Relevant Market 

The relevant product market in which 

to analyze the competitive effects of the 

Acquisition is the bulk supply of 

HIBOB. Refineries produce HIBOB from 

crude oil. HIBOB is the only gasoline 

blendstock that, when combined with 

ethanol, yields gasoline that meets the 

standards and specifications of Hawaii 

law. No substitute exists for HIBOB for 

motor vehicles that must use Hawaiigrade gasoline. 

Bulk supply means the provision of 

larger-than-truckload volumes of 

petroleum products, which can come 

from local refineries or via ocean-going 

vessels. Bulk suppliers need bulk 

volumes of gasoline blendstock (either 

through their own refinery operations or 

through imports) and terminal capacity. 

Bulk suppliers deliver bulk supply of 

HIBOB into gasoline terminals for 

storage and local distribution, or for 

further pipeline or marine shipment. No 

alternative exists to the bulk supply of 

HIBOB. 

The relevant geographic market in 

which to assess the competitive effects 

of the Acquisition is Hawaii. Bulk 

suppliers refine HIBOB in, or import it 

into, Hawaii. 

The Structure of the Market 

Bulk supply of HIBOB comes from 

either the two local refineries or imports 

from out of state via ocean-going 

vessels. Par and Chevron Corporation 

(‘‘Chevron’’) are the only local refiners. 

Non-refiners Aloha and Mid Pac can 

supply bulk volumes to Hawaii, for 

distribution throughout the state, by 

receiving imported HIBOB cargoes 

through Barbers Point Terminal. This is 

the only terminal in Hawaii not owned 

by a local refiner that can receive full 

waterborne cargoes of HIBOB from out 

of state. By virtue of a long-term storage 

and throughput agreement, Mid Pac 

holds substantial storage and 

throughput rights at Barbers Point 

Terminal, which provides Mid Pac with 

sufficient terminal access to handle and 

distribute imported HIBOB cargoes.2

The four bulk suppliers—Par, Mid Pac, 

Chevron, and Aloha—own or control 

access to all of the Hawaii gasoline 

terminals that handle bulk volumes of 

HIBOB. 

Effects of the Acquisition 

The Acquisition is likely to 

substantially lessen competition and 

lead to higher prices for bulk supply of 

HIBOB in Hawaii. The potential for 

competitive harm from the Acquisition 

stems from the importance of imports in 

establishing HIBOB prices. Although 

Aloha and Mid Pac typically buy bulk 

supply of HIBOB from Par and Chevron, 

Aloha and Mid Pac use their import 

capabilities to obtain favorable HIBOB 

bulk supply prices from the local 

refiners. Aloha and Mid Pac’s import 

capabilities serve to constrain local 

refiners’ bulk supply prices of HIBOB. 

The Acquisition would weaken the 

threat of imports and relax a 

competitive constraint on HIBOB bulk 

supply prices. Although the Acquisition 

reduces from four to three the number 

of bulk suppliers of HIBOB, the increase 

in concentration from the loss of Mid 

Pac does not give rise to competitive 

concerns. Mid Pac’s ability to command 

import parity pricing makes it a bulk 

supply market participant, but the 

evidence did not show that Mid Pac’s 

participation in bulk supply or 

downstream markets is competitively 

significant. However, Par’s acquisition 

of Mid Pac’s storage rights at Barbers 

Point Terminal would result in Par and 

Aloha sharing access to the terminal. 

Through these acquired rights, Par 

could limit Aloha’s use of the terminal 

and hamper Aloha’s ability to import 

bulk supply of HIBOB, thus weakening 

Aloha’s ability to use its import 

capabilities to obtain better bulk supply 

prices. With Aloha as a weakened 

competitor, Par could unilaterally 

exercise market power post-merger or 

increase the likelihood and degree of 

coordination between Par and Chevron. 

As a result, the Acquisition likely would 

increase the price of bulk supply of 

HIBOB, which would ultimately lead to 

higher gasoline prices for Hawaii 

consumers. 

Entry Conditions 

Entry into the relevant line of 

commerce in the relevant section of the 

country would not be timely, likely, or 

sufficient to deter or counteract the 

anticompetitive effects arising from the 

Acquisition. The prospect of new entry 

through construction of a refinery or 

import-capable terminal is extremely 

remote, given the financial, regulatory, 

and logistical challenges such entry 

would need to surmount. It is also 

unlikely that a new entrant would 

import HIBOB to counteract the 

competitive harm described above, as 

current bulk suppliers have no incentive 

to offer terminal access to create or 

support entry by a new bulk supply 

competitor. 

The Decision and Order 

The Order resolves the competitive 

concerns raised by the Acquisition by 

preserving flexibility for HIBOB imports 

at Barbers Point Terminal. The Order 

requires Par to terminate its rights at 

Barbers Point Terminal within 5 days 

after the closing date of the Acquisition. 

The Order allows Par to retain only 

those rights necessary to load a limited 

number of tanker trucks at Barbers Point 

Terminal truck rack. These rights would 

not interfere with the storage and 

handling of full cargoes of imported 

HIBOB at Barbers Point Terminal. The 

Commission must approve any 

modification to Par’s rights to load 

products at Barbers Point Terminal or 

any new agreement relating to storage or 

throughput rights at Barbers Point 

Terminal. Par may renew or extend the 

agreement that permits the loading of 

tanker trucks at Barbers Point Terminal 

truck rack, without prior Commission 

approval. 

In addition, the Order obligates Par to 

provide the Commission prior written 

notice of an acquisition of any 

leasehold, ownership, or any other 

mstockstill on DSK4VPTVN1PROD with NOTICES

15608 Federal Register / Vol. 80, No. 56 / Tuesday, March 24, 2015 / Notices 

1Chairwoman Ramirez, Commissioner Brill, 

Commissioner Ohlhausen, and Commissioner 

McSweeny join in this statement. 

2Mid Pac acquired its rights to the Barbers Point 

terminal in 2005 after the Commission’s challenge 

of Aloha’s acquisition of Trustreet Properties LLP, 

which was Aloha’s 50 percent partner in the 

terminal at the time. 

3Aloha and Par had entered into negotiations 

regarding the termination of Par’s storage and 

throughput rights at the Barbers Point terminal 

before the Commission identified this as a 

competitive concern. 

1The Complaint alleges Mid Pac and Aloha 

participate in the bulk supply of HIBOB by virtue 

of the fact that they could command import parity 

pricing. While I am not persuaded by that assertion, 

my analysis of the transaction’s likely competitive 

effects does not turn upon whether Mid Pac and 

interest in any assets engaged in the 

bulk supply of HIBOB in Hawaii. In 

light of the post-acquisition structure of 

the HIBOB bulk supply market, Par’s 

future acquisition of any interest 

enumerated above could raise 

competitive concerns that may warrant 

careful investigation by the 

Commission. However, Par may acquire, 

without prior written notice, rights or 

assets not used for bulk supply, which 

would not result in an increase in 

concentration in the relevant market. 

Specifically, the Order excludes from 

prior written notice the acquisitions of: 

(i) Pipeline throughput rights, (ii) barges 

or other vessels engaged only in interisland movement of HIBOB, or (iii) 

petroleum product terminals or other 

storage facilities that are unable to 

receive at least 150,000 barrels of 

petroleum products in a single delivery 

from out of state on ocean-going vessels. 

The acquisition of these rights or assets 

would not raise competitive concerns in 

the bulk supply of HIBOB in Hawaii. 

To ensure Par’s compliance with the 

Order, Par must submit periodic 

compliance reports and give the 

Commission prior notice of certain 

events that might affect its compliance 

obligations arising from the Order. 

Lastly, the Order terminates after 10 

years. 

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 Order or to modify 

its terms in any way. 

By direction of the Commission, 

Commissioner Wright dissenting. 

Donald S. Clark, 

Secretary. 

Statement of the Federal Trade 

Commission 1 In the Matter of Pac 

Petroleum Corporation and Mid Pac 

Petroleum, LLC 

The Commission has reason to believe 

the proposed acquisition of Koko’oha 

Investment Inc.’s wholly-owned 

subsidiary Mid Pac Petroleum, LLC by 

Par Petroleum Corporation is likely to 

substantially lessen competition in the 

bulk supply of Hawaii-grade gasoline 

blendstock, in violation of Section 7 of 

the Clayton Act. The transaction is 

likely to impede the ability of Aloha 

Petroleum, Ltd., the only remaining 

bulk supplier without a local refinery, to 

use imports to constrain the local 

refiners’ bulk supply prices. Par has 

agreed to settle the Commission’s 

charges. Our remedy counteracts the 

alleged potential anticompetitive effects 

of the proposed acquisition without 

eliminating any of the efficiencies from 

the combination of Par and Mid Pac. 

As set forth in the complaint, the 

competitive concerns from this 

acquisition stem from the unique 

characteristics of the Hawaiian market 

for bulk supply of Hawaii-grade gasoline 

blendstock (‘‘HIBOB’’), which is 

blended with ethanol to make finished 

gasoline. Other than Par and Chevron, 

Aloha is the only owner of a commercial 

gasoline terminal in Hawaii that is 

capable of receiving economical 

shipments of imported HIBOB—the 

Barbers Point terminal. Pursuant to a 

long-term storage and throughput 

agreement, Mid Pac currently shares 

access to Barbers Point.2 Par and 

Chevron can produce more gasoline 

(HIBOB and other gasoline blending 

components) than is consumed in 

Hawaii, rendering imports unnecessary. 

However, Aloha’s ability to threaten 

credibly to import HIBOB constrains the 

prices charged by the local refiners and, 

ultimately, the price paid by Hawaii 

gasoline consumers. Aloha’s ability to 

threaten to import at Barbers Point thus 

is key to negotiations with Par and 

Chevron. 

The Commission’s investigation 

uncovered evidence that Par’s 

acquisition of Mid Pac’s throughput and 

storage rights at Barbers Point would 

give Par the incentive and ability to 

reduce Aloha’s capability to constrain 

prices through importing, thereby 

increasing the price Aloha pays for bulk 

supply. As an incumbent local refiner 

that seeks to supply Aloha, Par would 

have an incentive to use the Barbers 

Point rights strategically and differently 

than Mid Pac. By storing substantial 

amounts of gasoline for an extended 

period, Par could reduce the size of an 

import cargo that Aloha could receive at 

the terminal. This would force Aloha to 

spread substantial fixed freight costs 

over a smaller number of barrels of 

gasoline, which would significantly 

increase its cost-per-barrel of importing. 

Contrary to Commissioner Wright’s 

assertion, the evidence shows that 

market participants, including Aloha 

itself, believe Par might profitably seek 

to adopt this strategy. 

Our reason to believe that Par would 

take steps leading to this competitive 

harm also flows from evidence and 

analysis suggesting that the benefits to 

Par of such a strategy outweigh its likely 

costs. The costs to Par associated with 

storing the amount of product necessary 

to tie up Aloha’s import capability at 

Barbers Point appear modest at best. At 

the same time, Par stands to benefit 

significantly, in its bulk supply and 

downstream businesses, from even a 

slight increase in bulk supply prices. 

Moreover, even if the benefit to Par 

depends on Chevron following Par’s 

strategy, evidence from the investigation 

suggests a substantial risk that Chevron 

would respond in that fashion. As the 

only other incumbent local refiner and 

potential local supplier to Aloha, 

Chevron also stands to benefit if Aloha’s 

import costs are increased. Regardless of 

where in the supply chain it occurs, any 

increase in prices would harm Hawaii 

gasoline consumers. 

The proposed consent order is 

narrowly tailored to address these 

specific competitive concerns by 

requiring the termination of Par’s 

acquired storage and throughput rights 

at Aloha’s Barbers Point terminal.3

There is no evidence that this particular 

remedy would eliminate any of the 

efficiencies arising from the acquisition. 

The prior approval and notice 

provisions in the proposed consent 

order provide additional safeguards to 

alert the Commission of any future 

agreements or acquisitions that might 

similarly harm competition, while 

imposing minimal reporting 

requirements on Par. Under these 

circumstances, we believe that the 

remedy furthers the public interest. 

Dissenting Statement of Commissioner 

Joshua D. Wright In the Matter of Par 

Petroleum Corporation/Koko’oha 

Investments, Inc. (Mid Pac Petroleum, 

LLC) 

The Commission has voted to issue a 

Complaint and a Decision & Order 

against Par Petroleum Corporation 

(‘‘Par’’) to remedy the allegedly 

anticompetitive effects of Par’s proposed 

acquisition of Mid Pac Petroleum, LLC 

(‘‘Mid Pac’’). I dissented from the 

Commission’s decision because the 

evidence is insufficient to provide 

reason to believe Par’s acquisition will 

substantially lessen competition in bulk 

supply of Hawaii-grade gasoline 

blendstock (‘‘HIBOB’’) in the state of 

Hawaii, in violation of Section 7 of the 

Clayton Act.1 I commend Staff for their 

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Federal Register / Vol. 80, No. 56 / Tuesday, March 24, 2015 / Notices 15609 

Aloha are classified as bulk suppliers. Nor does the 

theory of harm articulated in the Complaint depend 

upon a reduction in the number of competitors in 

the bulk-supplied HIBOB market. I assume, 

arguendo, that the market definition articulated in 

the Complaint is correct and use it throughout this 

statement without loss of generality. 

2See generally James C. Cooper, et al., Vertical 

Antitrust Policy as a Problem of Inference, 23 Int’l 

J. Indus. Org. 639 (2005); Francine Lafontaine & 

Margaret Slade, Exclusive Contracts and Vertical 

Restraints: Empirical Evidence and Public Policy, in 

Handbook of Antitrust Economics (Paolo 

Buccirossi, ed., 2008). 

hard work in this matter. Staff has 

worked diligently to collect and analyze 

evidence related to numerous product 

markets within the Hawaiian gasoline 

industry. Indeed, Staff’s thorough 

investigation has narrowed the scope of 

potential competitive concerns arising 

from the proposed transaction to the 

single theory of harm alleged in the 

Complaint. Based upon the evidence, I 

concluded there is no reason to believe 

the proposed transaction is likely to 

lessen competition in any relevant 

market. It follows, in my view, that the 

Commission should close the 

investigation and allow the parties to 

complete the merger without imposing 

a remedy. 

The Complaint articulates a theory of 

competitive harm arising from the 

proposed transaction based upon the 

possibility that Par, a bulk supplier of 

HIBOB, will foreclose a potential 

downstream customer, Aloha 

Petroleum, Ltd. (‘‘Aloha’’), from its 

ability to import to discipline the prices 

of bulk-supplied HIBOB. Par’s 

acquisition of Mid Pac includes the 

latter’s storage rights at Barbers Point 

Terminal. Mid Pac and Aloha each 

currently have storage rights at Barbers 

Point Terminal sufficient to allow them 

to import HIBOB. After the merger, Par 

and Aloha would share access to the 

terminal. The theory of harm articulated 

in the Complaint is that Par would have 

the incentive and ability to use its 

newly acquired Mid Pac storage rights 

to ‘‘park’’ petroleum products at Barbers 

Point Terminal, and that this strategy 

would reduce or eliminate Aloha’s 

ability to discipline bulk supply prices 

by threatening to import HIBOB, thus 

resulting in higher HIBOB prices which 

would ultimately be passed on to 

Hawaii consumers. 

The theory that Par might exclude 

Aloha in this way is certainly a 

plausible basis for further investigation. 

Indeed, competitive concerns involving 

the potential for exclusion are 

commonly invoked in transactions with 

vertical dimensions, though empirical 

evidence demonstrates vertical 

transactions are generally, but not 

always, procompetitive or competitively 

benign.2 The question, however, is 

whether the record evidence supports 

the theory. In short, the answer is no. 

For Par to have the incentive and ability 

to engage in this strategy, it must be 

profitable for it to do so. Neither 

economic analysis nor record evidence 

gives me reason to believe this is so. The 

evidence strongly suggests such an 

exclusionary strategy would not be 

profitable without Chevron 

Corporation’s (‘‘Chevron’s’’) 

cooperation. Chevron is the only other 

Hawaiian refiner aside from Par capable 

of selling bulk supplies of HIBOB to 

Aloha. Such tacit or explicit 

coordination to exclude Aloha is highly 

unlikely in the HIBOB market. 

Furthermore, the record evidence also 

indicates Aloha, the potential victim of 

the strategy, does not have any reason 

to believe Par would adopt this 

potentially anticompetitive strategy. 

Thus, I have no reason to believe that 

post-acquisition, Par will have the 

incentive and ability to raise prices of 

the bulk supply of HIBOB. 

Prior to entering into a consent 

agreement with the merging parties, the 

Commission must first find reason to 

believe that a merger likely will 

substantially lessen competition under 

Section 7 of the Clayton Act. The fact 

that the Commission believes the 

proposed consent order is costless is not 

relevant to this determination. A 

plausible theory may be sufficient to 

establish the mere possibility of 

competitive harm, but that theory must 

be supported by record evidence to 

establish reason to believe its 

likelihood. Modern economic analysis 

supplies a variety of tools to assess 

rigorously the likelihood of competitive 

harm. These tools are particularly 

important where, as here, the conduct 

underlying the theory of harm—that is, 

vertical integration—is empirically 

established to be procompetitive more 

often than not. Here, to the extent those 

tools were used, they uncovered 

evidence that, consistent with the 

record as a whole, is insufficient to 

support a reason to believe the proposed 

transaction is likely to harm 

competition. Thus, I respectfully dissent 

and believe the Commission should 

close the investigation and allow the 

parties to complete the merger without 

imposing a remedy. 

[FR Doc. 2015–06626 Filed 3–23–15; 8:45 am] 

BILLING CODE 6750–01–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

National Institutes of Health 

National Heart, Lung, and Blood 

Institute; Notice of Closed Meeting 

Pursuant to section 10(d) of the 

Federal Advisory Committee Act, as 

amended (5 U.S.C. App.), notice is 

hereby given of a meeting of the Board 

of Scientific Counselors, NHLBI. 

The meeting will be closed to the 

public as indicated below in accordance 

with the provisions set forth in section 

552b(c)(6), Title 5 U.S.C., as amended 

for the review, discussion, and 

evaluation of individual intramural 

programs and projects conducted by the 

National Heart, Lung, and Blood 

Institute, including consideration of 

personnel qualifications and 

performance, and the competence of 

individual investigators, the disclosure 

of which would constitute a clearly 

unwarranted invasion of personal 

privacy. 

Name of Committee: Board of Scientific 

Counselors, NHLBI. 

Date: April 27–28, 2015. 

Time: 8:00 a.m. to 6:30 p.m. 

Agenda: To review and evaluate personal 

qualifications and performance, and 

competence of individual investigators. 

Place: Marriott Residence Inn Bethesda, 

7335 Wisconsin Avenue, Bethesda, MD 

20814. 

Contact Person: Robert S. Balaban, Ph.D., 

Scientific Director, National Heart, Lung, and 

Blood Institute, National Institutes of Health, 

Building 10, 10 Center Drive, CRC, 4th Floor, 

Room 1581, Bethesda, MD 20892, 301–496– 

2116, balabanr@nhlbi.nih.gov. 

Information is also available on the 

Institute’s/Center’s home page: 

www.nhlbi.nih.gov/about/committees/nhlbsc, 

where an agenda and any additional 

information for the meeting will be posted 

when available. 

(Catalogue of Federal Domestic Assistance 

Program Nos. 93.233, National Center for 

Sleep Disorders Research; 93.837, Heart and 

Vascular Diseases Research; 93.838, Lung 

Diseases Research; 93.839, Blood Diseases 

and Resources Research, National Institutes 

of Health, HHS) 

Dated: March 18, 2015. 

Michelle Trout, 

Program Analyst, Office of Federal Advisory 

Committee Policy. 

[FR Doc. 2015–06595 Filed 3–23–15; 8:45 am] 

BILLING CODE 4140–01–P 

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