Federal Register / Vol. 80, No. 59 / Friday, March 27, 2015 / Notices 16427 

1The Tunney Act applies to ‘‘proposal[s] for a 

consent judgment submitted by the United States 

for entry in any civil proceeding brought by or on 

behalf of the United States under the antitrust laws 

[of the United States].’’ 15 U.S.C. 16(b). Therefore, 

the proposed Final Judgment’s settlement of 

Plaintiff State of New York’s claims under N.Y. 

Gen. Bus. Law § 340 and N.Y. Exec. Law § 63(12) 

are not subject to the Tunney Act. 

2 Defendant Coach USA and the United States 

have also reached a settlement relating to costs and 

expenses incurred by the United States associated 

with discovery into allegations that Coach did not 

meet its document preservation obligations. This 

settlement, which is being filed concurrently with 

the filing of the proposed Final Judgment, is not 

subject to Tunney Act review. 

Pharmaceuticals, Inc., 705 Eldorado 

Street, Decatur, Illinois 62523 applied to 

be registered as an importer Nabilone 

(7379), a basic class of controlled 

substance listed in schedule II. 

The company plans to import the 

FDA approved drug product in finished 

dosage form for distribution to its 

customers. 

Dated: March 20, 2015. 

Joseph T. Rannazzisi, 

Deputy Assistant Administrator. 

[FR Doc. 2015–06971 Filed 3–26–15; 8:45 am] 

BILLING CODE 4410–09–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States and State of New York v. 

Twin America, LLC, et al.; Proposed 

Final Judgment and Competitive 

Impact Statement 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16(b)–(h), that a proposed 

Final Judgment, Stipulation and 

Competitive Impact Statement have 

been filed with the United States 

District Court for the Southern District 

of New York in United States and State 

of New York v. Twin America, LLC, et 

al., Civil Action No. 12–cv–8989 (ALC) 

(GWG). On December 11, 2012, the 

United States and the State of New York 

filed a Complaint. The United States 

alleged that the formation of Twin 

America, LLC by Coach USA, Inc. and 

CitySights LLC violated Section 7 of the 

Clayton Act (15 U.S.C. 18) and Section 

1 of the Sherman Act (15 U.S.C. 1). The 

proposed Final Judgment, filed on 

March 16, 2015, requires Defendants to 

relinquish all of CitySights’s Manhattan 

bus stop authorizations granted by the 

New York City Department of 

Transportation (NYC DOT) to NYC 

DOT, and to pay $7.5 million in 

disgorgement. 

Copies of the Complaint, proposed 

Final Judgment and Competitive Impact 

Statement are available for inspection at 

the Department of Justice, Antitrust 

Division, Antitrust Documents Group, 

450 Fifth Street NW., Suite 1010, 

Washington, DC 20530 (telephone: 202– 

514–2481), on the Department of 

Justice’s Web site at http://

www.usdoj.gov/atr, and at the Office of 

the Clerk of the United States District 

Court for the Southern District of New 

York. Copies of these materials may be 

obtained from the Antitrust Division 

upon request and payment of the 

copying fee set by Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, including the name of the 

submitter, and responses thereto, will be 

posted on the Department of Justice, 

Antitrust Division’s internet Web site, 

filed with the Court and, under certain 

circumstances, published in the Federal 

Register. Comments should be directed 

to William H. Stallings, Chief, 

Transportation, Energy & Agriculture 

Section, Antitrust Division, U.S. 

Department of Justice, 450 Fifth Street 

NW., Suite 8000, Washington, DC 20530 

(telephone: 202–514–9323). 

Patricia A. Brink 

Director of Civil Enforcement. 

UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF 

NEW YORK 

United States of America, and State of New 

York, Plaintiffs, v. Twin America, LLC, et al., 

Defendants. 

Civil Action No. 12–cv–8989 (ALC) (GWG). 

ECF CASE. 

COMPETITIVE IMPACT STATEMENT 

Pursuant to Section 2(b) of the 

Antitrust Procedures and Penalties Act 

(‘‘APPA’’ or ‘‘Tunney Act’’), 15 U.S.C. 

16(b)–(h), Plaintiff United States of 

America (‘‘United States’’) files this 

Competitive Impact Statement relating 

to the proposed Final Judgment 

submitted for entry in this civil antitrust 

proceeding. 

I. NATURE AND PURPOSE OF THE 

PROCEEDING 

On March 17, 2009, Defendants Coach 

USA, Inc. (through subsidiary 

International Bus Services, Inc. (‘‘IBS’’)) 

and CitySights LLC (through subsidiary 

City Sights Twin, LLC) formed Twin 

America, LLC (‘‘Twin America’’), a joint 

venture that combined the companies’ 

hop-on, hop-off bus tour businesses in 

New York City. The United States and 

the State of New York (collectively, 

‘‘Plaintiffs’’) filed a civil antitrust 

Complaint on December 11, 2012, 

alleging that the formation of Twin 

America substantially lessened 

competition in the market for hop-on, 

hop-off bus tours in New York City in 

violation of Section 7 of the Clayton Act 

(15 U.S.C. 18), and also violated Section 

1 of the Sherman Act (15 U.S.C. 1), 

Section 340 of the Donnelly Act (N.Y. 

Gen. Bus. Law § 340), and Section 

63(12) of the New York Executive Law 

(N.Y. Exec. Law § 63(12)).1 The 

Complaint sought to remedy harm to 

competition and disgorge Defendants’ 

ill-gotten gains. 

The Parties completed discovery and 

dispositive motions practice and trial 

was scheduled to begin on February 23, 

2015. On December 10, 2014, the Parties 

informed the Court that they had 

reached an agreement in principle to 

settle the litigation and the trial date 

was adjourned while the Parties 

finalized the settlement. 

Concurrent with the filing of this 

Competitive Impact Statement, Plaintiffs 

have filed a proposed Stipulation and 

Order, a proposed Final Judgment, and 

an Explanation of Consent Decree 

Procedures. The proposed Final 

Judgment is designed to remedy the 

competitive concerns resulting from 

Defendants’ formation of Twin America 

and deprive Defendants of ill-gotten 

gains. As explained more fully below, 

the proposed Final Judgment requires 

Defendants to relinquish the complete 

set of City Sights’s Manhattan bus stop 

authorizations to the New York City 

Department of Transportation 

(NYCDOT) and to pay $7.5 million in 

disgorgement, among other remedial 

actions.2

Plaintiffs and Defendants have 

stipulated that Defendants are bound by 

the terms of the proposed Final 

Judgment and that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment would 

terminate this action, except that the 

Court would retain jurisdiction to 

construe, modify, or enforce the 

provisions of the proposed Final 

Judgment and to punish violations 

thereof. 

II. DESCRIPTION OF THE EVENTS 

GIVING RISE TO THE ALLEGED 

VIOLATION 

A. The Defendants and the Transaction 

Coach USA, Inc. (‘‘Coach’’), a 

Delaware corporation with its principal 

place of business in Paramus, New 

Jersey, operated hop-on, hop-off bus 

tours in New York City under the ‘‘Gray 

Line New York’’ brand. Coach acquired 

the Gray Line business in 1998, and, by 

the early 2000s, was the dominant 

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16428 Federal Register / Vol. 80, No. 59 / Friday, March 27, 2015 / Notices 

3A party to a transaction approved by the STB 

is ‘‘exempt from the antitrust laws and from all 

other law . . . as necessary to let that person carry 

out the transaction.’’ 49 U.S.C. 14303(f). 

4Stagecoach Group PLC and Coach USA, Inc., et 

al., Acquisition of Control—Twin America LLC, STB 

Docket No. MC–F–21035 (Feb. 8, 2011) at 7. 

provider of hop-on, hop-off bus tours in 

New York City. 

CitySights LLC (‘‘City Sights’’), a New 

York limited liability company with its 

principal place of business in New 

York, New York, began operating hopon, hop-off bus tours under the 

‘‘CitySights NY’’ brand in 2005. 

Between 2005 and 2009, City Sights 

steadily grew its business and 

established itself as Gray Line’s only 

meaningful competitor. By the end of 

2008, City Sights had almost equaled 

Gray Line in market share and was 

poised for further growth. 

The impact of increasing competition 

from City Sights generated concern at 

the highest levels of Coach and its 

corporate parent, Stagecoach Group plc 

(‘‘Stagecoach’’), and led them to seek a 

business combination with City Sights. 

On March 17, 2009, following several 

months of negotiations, Coach (through 

subsidiary IBS) and City Sights (through 

subsidiary City Sights Twin, LLC) 

executed a joint venture agreement 

creating Twin America, a Delaware 

limited liability company with its 

principal place of business in New York 

City. Twin America combined 

Defendants’ New York City hop-on, 

hop-off bus tour operations and ended 

all competition between Gray Line and 

City Sights. Twin America continued to 

operate both the Gray Line and City 

Sights brands under common ownership 

and control. 

The formation of Twin America was 

not subject to the Hart-Scott-Rodino 

Antitrust Improvements Act of 1976, as 

amended, 15 U.S.C. 18a (the ‘‘HSR 

Act’’), which requires companies to 

notify and provide information to the 

Department of Justice and the Federal 

Trade Commission before 

consummating certain transactions. 

Neither the United States nor the State 

of New York was aware of the 

transaction until after it had been 

consummated. Upon learning of the 

transaction, the Antitrust Bureau of the 

New York State Attorney General’s 

Office (‘‘NYSAG’’) opened an 

investigation, and on July 31 and 

August 3, 2009, served subpoenas on 

Defendants seeking information about 

Twin America’s formation. 

B. The STB’s Rejection of the Joint 

Venture 

Within weeks of receiving the 

NYSAG’s subpoenas, on August 19, 

2009, Defendants applied to the federal 

Surface Transportation Board (‘‘STB’’) 

for approval of Twin America. Pursuant 

to 49 U.S.C. 14303, the STB must 

approve certain transactions involving 

passenger motor carriers prior to 

consummation. Following their 

application, Defendants asserted that 

review of Twin America was within the 

STB’s exclusive jurisdiction because 

STB approval would immunize the 

transaction from antitrust law.3

On February 8, 2011, following the 

collection of fact and expert evidence, 

the STB rejected the Twin America joint 

venture. The STB expressed ‘‘concern[] 

that the Board’s processes may have 

been manipulated to avoid the inquiry 

by NYSAG’’ and concluded that ‘‘[t]he 

transaction produce[d] an unacceptably 

high market concentration that can lead 

to, and has in fact led to, unchecked rate 

increases, and that holds the potential 

for other harmful effects of excessive 

market power.’’ 4 Defendants moved for 

reconsideration, but in January 2012, 

the STB affirmed its prior finding. The 

STB gave Defendants the option of 

unwinding Twin America or spinning 

off Twin America’s nominal interstate 

services, which the STB identified as 

the basis for its jurisdiction. On 

February 8, 2012, Defendants chose to 

spin off the interstate services, which 

removed the matter from STB 

jurisdiction but did nothing to address 

the joint venture’s anticompetitive 

effects in the New York City hop-on, 

hop-off bus tour market. Plaintiffs filed 

the above-captioned lawsuit on 

December 11, 2012. 

C. The Competitive Effects of the 

Transaction in the Market for Hop-On, 

Hop-Off Bus Tours in New York City 

1. Relevant Market 

The evidence demonstrates that a 

significant number of customers would 

not substitute to other tours or 

attractions in response to a small but 

significant and non-transitory increase 

in the price (SSNIP) of hop-on, hop-off 

bus tours. These bus tours combine 

transportation and sightseeing into a 

unique product that is not reasonably 

interchangeable with other tours or 

attractions. In addition to providing an 

informative and entertaining tour of 

New York City’s most popular 

attractions and neighborhoods, hop-on, 

hop-off bus tours provide customers 

with the ability to ‘‘hop off’’ the bus to 

visit attractions of interest and ‘‘hop on’’ 

a later bus to continue their tour using 

the same ticket. As a result of this 

feature, customers are provided an 

affordable and reliable means to travel 

around New York City and the ability to 

customize their sightseeing itineraries to 

the attractions and neighborhoods that 

interest them. Defendants’ documents 

and business practices illustrate that 

they have long recognized hop-on, hopoff bus tours in New York City to be a 

distinct market and do not view other 

types of tours as a significant constraint, 

a view shared by numerous other New 

York City sightseeing tours and 

attractions. 

The direct evidence of 

anticompetitive effects following the 

formation of Twin America provides 

further support for the conclusion that 

hop-on, hop-off bus tours in New York 

City constitute a relevant antitrust 

market. Defendants implemented a 

substantial price increase around the 

time of Twin America’s early 2009 

formation, raising the fares of City 

Sights’s and Gray Line’s downtown, 

uptown, and all loops tours, for 

example, by approximately 10 percent. 

These price increases, which 

Defendants have sustained for six years 

(and supplemented with further 

increases), are higher than the 5 percent 

SSNIP that is often used under the 

Horizontal Merger Guidelines to define 

a market. Defining a relevant antitrust 

market generally involves answering the 

question of whether a hypothetical 

monopolist would find it profitable to 

impose a SSNIP. The evidence that 

Coach and City Sights significantly 

increased price as a result of the market 

power conferred by the joint venture 

directly answers this question: it is clear 

that a hypothetical monopolist would 

find it profitable to impose a SSNIP 

because an actual near-monopolist 

(Twin America) did, in fact, find it 

profitable to raise price significantly for 

an extended period of time. 

Hop-on, hop-off bus tours in New 

York City therefore constitute a relevant 

market and line of commence under 

Section 7 of the Clayton Act, Section 1 

of the Sherman Act, and Section 340 of 

the Donnelly Act. 

2. Competitive Effects 

The formation of Twin America 

resulted in actual and immediate harm 

to consumers as it enabled Defendants 

to increase hop-on, hop-off bus tour 

prices by approximately 10 percent. The 

evidence demonstrates that at the time 

Coach and Stagecoach were negotiating 

a business combination with City 

Sights, Coach and Stagecoach 

consistently planned for and assumed 

that the merged firm would implement 

a 10 percent fare increase on Gray Line 

and City Sights tours and that Coach 

shared this assumption with City Sights. 

Coach ultimately increased Gray Line’s 

hop-on, hop-off bus tour fares by 

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Federal Register / Vol. 80, No. 59 / Friday, March 27, 2015 / Notices 16429 

approximately 10 percent shortly before 

executing the joint venture and 

Defendants increased City Sights’s fares 

to match the Gray Line increase shortly 

after consummation. Defendants 

sustained the Gray Line and City Sights 

fare increases in the years following 

Twin America’s formation and raised 

prices further in 2013. 

In years prior to the joint venture, 

Coach and City Sights were each other’s 

main rival and consumers benefited 

from the improved products and 

services that resulted from the fierce 

and direct competition between them. 

This head-to-head competition, which 

intensified over time, was eliminated 

when Defendants merged their hop-on, 

hop-off bus tour operations. In addition, 

the formation of Twin America 

substantially increased concentration in 

an already highly concentrated market. 

Concentration is typically measured by 

the Herfindahl-Hirschman Index 

(‘‘HHI’’). The more concentrated a 

market, and the more a transaction 

would increase concentration in a 

market, the more likely it is that a 

transaction would result in a 

meaningful reduction in competition. 

Markets in which the HHI is in excess 

of 2500 points are considered highly 

concentrated, and a transaction that 

increases concentration by more than 

200 points in such a market is presumed 

likely to enhance market power. In the 

year prior to the joint venture’s 

formation, Gray Line had an 

approximately 63 percent market share, 

City Sights had an approximately 37 

percent share, and a third firm had a 

less than one percent share, resulting in 

an HHI of 5271. The formation of Twin 

America created an effective monopoly 

with an approximately 99 percent 

market share and increased the market’s 

HHI by 4599 to 9870. Based on the preand post-transaction market 

concentration measures, Twin 

America’s formation is presumed likely 

to enhance market power. 

3. Entry 

Entry and expansion into the relevant 

market has not been, and is not likely 

to be, timely or sufficient to counteract 

the joint venture’s anticompetitive 

effects. For more than three years 

following Twin America’s formation, 

there was no new entry or expansion in 

the New York City hop-on, hop-off bus 

tour market and Defendants sustained 

their early 2009 price increases. Entry 

that has occurred since 2012 has also 

failed to roll back Defendants’ price 

increases and has been insufficient to 

constrain Twin America’s exercise of 

market power. 

The most significant barrier to entry 

in the hop-on, hop-off bus tour market 

is the requirement that an entrant obtain 

authorizations from the New York City 

Department of Transportation 

(‘‘NYCDOT’’) for each location where it 

wishes to stop to load and unload 

passengers on its tour. Both Gray Line 

and City Sights have long held large 

portfolios of bus stop authorizations that 

enable them to stop at or in close 

proximity to virtually all of New York 

City’s top attractions and 

neighborhoods, providing Defendants 

with a distinct competitive advantage 

over other operators in the market. Gray 

Line and City Sights obtained these bus 

stop authorizations without difficulty 

years before their joint venture because 

NYCDOT awarded the bus stops on a 

‘‘first come, first served’’ basis. Recent 

entrants, by contrast, have faced 

persistent difficulties securing bus stop 

authorizations at or sufficiently near key 

tourist attractions to be competitive 

with Twin America as NYCDOT has 

denied the overwhelming majority of 

bus stops applied for since Twin 

America’s formation. Most of the stops 

sought by the entrants—particularly 

those at or in close proximity to top 

tourist attractions—are now at capacity 

or are otherwise unavailable, leaving 

Twin America with the dominant share 

of competitively-meaningful stops. The 

chronic denial of bus stop 

authorizations has blocked some firms 

from entering the market altogether and 

prevented those that have entered from 

replicating the scale and strength of 

either City Sights or Gray Line prior to 

the joint venture. Without needed bus 

stops, some entrants stop at key 

attractions on an unauthorized basis, 

creating the risk of an enforcement 

action that could curtail their operations 

at any time. 

4. Efficiencies 

The formation of Twin America has 

not resulted in, and is unlikely to result 

in, cognizable, merger-specific 

efficiencies that have been passed 

through to consumers on a sufficient 

scale to offset Twin America’s 

anticompetitive effects. 

III. EXPLANATION OF THE 

PROPOSED FINAL JUDGMENT 

A. Divestiture 

The proposed Final Judgment 

remedies the competitive harm alleged 

in the Complaint by requiring Twin 

America to relinquish to the NYCDOT 

the complete set of City Sights bus stop 

authorizations in Manhattan so that 

other firms are better positioned to 

obtain the bus stop authorizations 

needed to compete more effectively 

with Twin America. 

Here, the most intractable barrier to 

entry is the inability of new firms to 

obtain bus stop authorizations from 

NYCDOT at or in sufficient proximity to 

New York City’s top attractions and 

neighborhoods. The divestiture 

significantly eases this entry barrier by 

increasing NYCDOT’s inventory of bus 

stops and freeing up capacity at 

locations throughout Manhattan, 

including the locations most sought by 

recent entrants. Notably, City Sights’s 

set of approximately 50 bus stop 

authorizations includes highly-coveted 

stops surrounding key tourist attractions 

such as Times Square, the Empire State 

Building, and Battery Park that are 

critical to operating a competitive hopon, hop-off bus tour. By relinquishing 

the City Sights bus stop authorizations 

to NYCDOT, the city agency charged 

with managing bus stop authorizations, 

the proposed Final Judgment increases 

availability of stops, especially at key 

attractions, that rival firms can use to 

compete against Twin America. 

The proposed Final Judgment requires 

Defendants to complete the 

relinquishment of the City Sights bus 

stop authorizations by May 1, 2015, 

prior to the start of the busy summer 

tourist season. Twin America will 

continue to hold Gray Line’s preexisting bus stop authorizations for its 

own hop-on, hop-off service. 

The proposed Final Judgment 

prohibits Defendants from applying for 

or obtaining bus stop authorizations for 

hop-on, hop-off bus tours at the 

locations of the divested City Sights bus 

stop authorizations for a period of five 

years. However, after May 1, 2016, if 

NYCDOT revokes a bus stop 

authorization currently granted to a 

Twin America affiliate other than City 

Sights, the proposed Final Judgment 

allows Defendants to apply for a bus 

stop authorization at the location of a 

divested City Sights bus stop 

authorization that is at or in close 

proximity to the bus stop authorization 

that NYCDOT has revoked. 

B. Disgorgement 

The proposed Final Judgment also 

requires Defendants to disgorge $7.5 

million in profits obtained as a result of 

their unlawful formation of Twin 

America. Disgorgement is an equitable 

remedy that seeks to ‘‘depriv[e] violators 

of the fruits of their illegal conduct’’ by 

‘‘forc[ing] a defendant to give up the 

amount by which he was unjustly 

enriched.’’ SEC v. Contorinis, 743 F.3d 

296, 301 (2d Cir. 2014) (internal 

quotation marks omitted). By preventing 

unjust enrichment, disgorgement has 

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16430 Federal Register / Vol. 80, No. 59 / Friday, March 27, 2015 / Notices 

5See Order and Final Judgment Approving In Re 

NYC Bus Tour Antitrust Litigation Class Action 

Settlement, In re NYC Bus Tour Antitrust Litigation, 

No. 13–CV–0711 (ALC) (GWG) (S.D.N.Y. Oct. 21, 

2014) (Dkt. No. 122). 

6As previously noted, a related private class 

action lawsuit seeking damages from Defendants 

was settled in October 2014. See Order and Final 

Judgment Approving In Re NYC Bus Tour Antitrust 

Litigation Class Action Settlement, In re NYC Bus 

Tour Antitrust Litigation, No. 13–CV–0711 (ALC) 

(GWG) (S.D.N.Y. Oct. 21, 2014) (Dkt. No. 122). 

the forward-looking ‘‘effect of deterring 

subsequent fraud.’’ SEC v. Cavanagh, 

445 F.3d 105, 117 (2d Cir. 2006). 

Disgorgement is a ‘‘distinctly publicregarding remedy,’’ FTC v. Bronson 

Partners, LLC, 654 F.3d 359, 372 (2d 

Cir. 2011), whose ‘‘emphasis [is] on 

public protection, as opposed to simple 

compensatory relief,’’ Cavanagh, 445 

F.3d at 117. 

‘‘Unless a statute in so many words, 

or by a necessary and inescapable 

inference, restricts the court’s 

jurisdiction in equity,’’ a district court’s 

ability to exercise the full powers of 

equity jurisdiction, including 

disgorgement, ‘‘is not to be denied or 

limited.’’ Porter v. Warner Holding Co., 

328 U.S. 395, 398 (1946); see also 

Mitchell v. Robert De Mario Jewelry, 

Inc., 361 U.S. 288, 289, 291–92 (1960) 

(‘‘When Congress entrusts to an equity 

court the enforcement of prohibitions 

contained in a regulatory enactment, it 

must be taken to have acted cognizant 

of the historic power of equity to 

provide complete relief in light of the 

statutory purposes.’’). The Second 

Circuit has long affirmed the ability of 

district courts to award disgorgement in 

government enforcement actions 

redressing statutory violations. See SEC 

v. Commonwealth Chem. Sec., Inc., 574 

F.2d 90, 102–03 (2d Cir. 1978) 

(Friendly, J.); Bronson Partners, 654 

F.3d at 365–67, 372–74. This Court has 

also specifically recognized the 

government’s ability to seek 

disgorgement in antitrust suits brought 

under the Sherman Act. See United 

States v. Keyspan Corp., 763 F. Supp. 2d 

633, 638–41 (S.D.N.Y. 2011) (Pauley, J.) 

(holding that an award of disgorgement 

‘‘comports with established principles 

of antitrust law’’). Although Keyspan 

considered the availability of 

disgorgement under the Sherman Act, 

its analysis also applies to the Clayton 

Act, as both Acts similarly authorize the 

United States to bring suits ‘‘in equity 

to prevent and restrain such violations.’’ 

Compare Sherman Act, 15 U.S.C. 4 

(2012) with Clayton Act, 15 U.S.C. 25 

(2012). See also People v. Ernst & Young 

LLP, 980 N.Y.S.2d 456, 457 (N.Y. App. 

Div. 2014) (affirming authority of New 

York Attorney General to obtain 

disgorgement under New York law). 

As in Keyspan, there are specific 

‘‘exigencies of [this] case’’ that justify a 

disgorgement award. Keyspan, 765 F. 

Supp. 2d at 640. Unlike the majority of 

Section 7 challenges brought by the 

United States, which are brought prior 

to the closing of the challenged 

transaction, this case involves a 

consummated joint venture that resulted 

in actual and substantial consumer 

harm. As alleged in the Complaint, 

Defendants not only increased prices by 

approximately 10 percent in connection 

with the joint venture’s formation, they 

reaped these illegal profits for years 

while forestalling antitrust enforcement. 

By awarding disgorgement of 

Defendants’ ill-gotten gain, the proposed 

Final Judgment will prevent Defendants 

from being unjustly enriched by their 

conduct and deter Defendants and 

others from engaging in similar conduct 

in the future. 

In determining the appropriate 

disgorgement amount, Plaintiffs 

accounted for the fact that Defendants 

have agreed to pay $19 million to settle 

related private class action lawsuits that 

were brought after Plaintiffs filed this 

action.5 Because Plaintiffs’ reasonable 

approximation of profits connected to 

Defendants’ antitrust law violations 

exceeds $19 million, Plaintiffs 

determined that disgorgement of an 

additional amount was appropriate. The 

$7.5 million in disgorgement provided 

under the proposed Final Judgment will 

be divided equally between the United 

States and the State of New York. 

C. Antitrust Compliance and Inspection 

Sections IX and XI of the proposed 

Final Judgment establish procedures to 

ensure that Defendants comply with the 

terms of the Final Judgment and the 

antitrust laws. Section IX grants the 

United States or the State of New York 

access, upon reasonable notice, to 

Defendants’ records and documents 

relating to matters contained in the 

Final Judgment. Defendants must also 

make their personnel available for 

interviews or depositions regarding 

such matters. In addition, upon request, 

Defendants must prepare written reports 

or responses to written interrogatories 

relating to matters contained in the 

Final Judgment. 

To ensure future compliance with the 

antitrust laws, Section XI of the 

proposed Final Judgment requires 

Defendants Coach and Twin America to 

maintain an antitrust compliance 

program for each company’s officers and 

directors with responsibility for any 

operations in the United States, as well 

as any other employee with pricing or 

decision-making responsibility for the 

provision of hop-on, hop-off tour bus 

tours in New York City. The antitrust 

compliance program will provide these 

personnel with annual training on the 

meaning and requirements of the 

antitrust laws and shall be delivered by 

an attorney with experience in the field 

of antitrust law. Section XI also requires 

Defendants Coach and Twin America to 

designate an Antitrust Compliance 

Officer to oversee the antitrust 

compliance program. The Antitrust 

Compliance Officer must communicate 

annually to all employees that they may 

disclose to the Antitrust Compliance 

Officer, without reprisal, information 

concerning any potential violation of 

the antitrust laws. 

D. Notification of Future Transactions 

Section X of the proposed Final 

Judgment requires Defendants to 

provide advance notification of any 

future acquisition of any assets or of any 

interest, including any financial, 

security, loan, equity or management 

interest, in a person providing hop-on, 

hop-off bus tours in New York City 

during the term of the Final Judgment 

regardless of whether the transaction 

meets the reporting thresholds set forth 

in the HSR Act. The proposed Final 

Judgment further provides for waiting 

periods and opportunities for the United 

States or the State of New York to obtain 

additional information analogous to the 

provisions of the HSR Act. 

E. Stipulation and Order Provisions 

Defendants have entered into a 

Stipulation and Order, which was filed 

simultaneously with the Court, to 

ensure that the City Sights bus stop 

authorizations are maintained until 

Defendants have relinquished them to 

NYCDOT. 

IV. REMEDIES AVAILABLE TO 

POTENTIAL PRIVATE LITIGANTS 

Section 4 of the Clayton Act, 15 

U.S.C. 15, provides that any person who 

has been injured as a result of conduct 

prohibited by the antitrust laws may 

bring suit in federal court to recover 

three times the damages the person has 

suffered, as well as costs and reasonable 

attorneys’ fees. Entry of the proposed 

Final Judgment will neither impair nor 

assist the bringing of any private 

antitrust damage action. Under the 

provisions of Section 5(a) of the Clayton 

Act, 15 U.S.C. 16(a), the proposed Final 

Judgment has no prima facie effect in 

any subsequent private lawsuit that may 

be brought against the Defendants.6

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7See also United States v. Bechtel Corp., 648 F.2d 

660, 666 (9th Cir. 1981) (‘‘The balancing of 

competing social and political interests affected by 

a proposed antitrust consent decree must be left, in 

the first instance, to the discretion of the Attorney 

General.’’); see generally Microsoft, 56 F.3d at 1461 

(discussing whether ‘‘the remedies [obtained in the 

decree are] so inconsonant with the allegations 

charged as to fall outside of the ‘reaches of the 

public interest’ ’’). 

8See Microsoft, 56 F.3d at 1461 (noting the need 

for courts to be ‘‘deferential to the government’s 

predictions as to the effect of the proposed 

remedies’’); United States v. Archer-DanielsMidland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) 

(noting that the court should grant due respect to 

the United States’ prediction as to the effect of 

proposed remedies, its perception of the market 

structure, and its views of the nature of the case). 

V. PROCEDURES AVAILABLE FOR 

MODIFICATION OF THE PROPOSED 

FINAL JUDGMENT 

The Parties have stipulated that the 

proposed Final Judgment may be 

entered by the Court after compliance 

with the provisions of the APPA, 

provided that the United States has not 

withdrawn its consent. The APPA 

conditions entry upon the Court’s 

determination that the proposed Final 

Judgment is in the public interest. 

The APPA provides a period of at 

least sixty (60) days preceding the 

effective date of the proposed Final 

Judgment within which any person may 

submit to the United States written 

comments regarding the proposed Final 

Judgment. Any person who wishes to 

comment should do so within sixty (60) 

days of the date of publication of this 

Competitive Impact Statement in the 

Federal Register, or the last date of 

publication in a newspaper of the 

summary of this Competitive Impact 

Statement, whichever is later. All 

comments received during this period 

will be considered by the United States 

Department of Justice, which remains 

free to withdraw its consent to the 

proposed Final Judgment at any time 

prior to the Court’s entry of judgment. 

The comments and the response of the 

United States will be filed with the 

Court. In addition, comments will be 

posted on the U.S. Department of 

Justice, Antitrust Division’s internet 

Web site and, under certain 

circumstances, published in the Federal 

Register. 

Written comments should be 

submitted to: William H. Stallings, 

Chief, Transportation, Energy & 

Agriculture Section, Antitrust Division, 

United States Department of Justice, 450 

Fifth Street NW., Suite 8000, 

Washington, DC 20530. 

The proposed Final Judgment provides 

that the Court retains jurisdiction over 

this action, and the parties may apply to 

the Court for any order necessary or 

appropriate for the modification, 

interpretation, or enforcement of the 

Final Judgment. 

VI. ALTERNATIVES TO THE 

PROPOSED FINAL JUDGMENT 

The United States considered, as an 

alternative to the proposed Final 

Judgment, a full trial on the merits 

against Defendants. The proposed Final 

Judgment, however, avoids the time, 

expense, and uncertainty of a full trial 

on the merits. The United States also 

considered whether the City Sights bus 

stop authorizations could be transferred 

on a standalone basis or with other 

assets to an upfront buyer, but 

determined that such a transaction was 

not feasible in light of current NYCDOT 

regulations and policies governing bus 

stop authorizations. The United States is 

satisfied that the remedies set forth in 

the proposed Final Judgment will 

sufficiently restore the competition lost 

when Defendants formed their joint 

venture and will appropriately deprive 

Defendants of ill-gotten gains. 

VII. STANDARD OF REVIEW UNDER 

THE APPA FOR THE PROPOSED 

FINAL JUDGMENT 

The Clayton and Sherman Acts, as 

amended by the APPA, require that 

proposed consent judgments in antitrust 

cases brought by the United States be 

subject to a sixty-day comment period, 

after which the court shall determine 

whether entry of the proposed Final 

Judgment ‘‘is in the public interest.’’ 15 

U.S.C. 16(e)(1); see also United States v. 

Int’l Bus. Mach. Corp., 163 F.3d 737, 

740 (2d Cir. 1998). In making a ‘‘public 

interest’’ determination, the court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) the competitive impact of such 

judgment, including termination of alleged 

violations, provisions for enforcement and 

modification, duration of relief sought, 

anticipated effects of alternative remedies 

actually considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the adequacy of 

such judgment that the court deems 

necessary to a determination of whether the 

consent judgment is in the public interest; 

and 

(B) the impact of entry of such judgment 

upon competition in the relevant market or 

markets, upon the public generally and 

individuals alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public benefit, 

if any, to be derived from a determination of 

the issues at trial. 

15 U.S.C. 16(e)(1)(A) & (B); see generally 

Keyspan, 763 F. Supp. 2d at 637–38 

(discussing Tunney Act standards); 

United States v. SBC Commc’ns, Inc., 

489 F. Supp. 2d 1 (D.D.C. 2007) 

(similar). In considering these statutory 

factors, the court’s inquiry is necessarily 

a limited one as the government is 

entitled to ‘‘broad discretion to settle 

with the defendant within the reaches of 

the public interest.’’ United States v. 

Microsoft Corp., 56 F.3d 1448, 1461 

(D.C. Cir. 1995); accord United States v. 

Alex. Brown & Sons, Inc., 963 F. Supp. 

235, 238 (S.D.N.Y. 1997) (quoting 

Microsoft, 56 F.3d at 1460), aff’d sub 

nom. United States v. Bleznak, 153 F.3d 

16 (2d Cir. 1998); Keyspan, 763 F. Supp. 

2d at 637 (same). 

Under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations set forth in the 

government’s complaint, whether the 

decree is sufficiently clear, whether 

enforcement mechanisms are sufficient, 

and whether the decree may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

decree, the court’s function is ‘‘not to 

determine whether the proposed 

[d]ecree results in the balance of rights 

and liabilities that is the one that will 

best serve society, but only to ensure 

that the resulting settlement is within 

the reaches of the public interest.’’ 

Keyspan, 763 F. Supp. 2d at 637 

(quoting Alex. Brown & Sons, 963 F. 

Supp. at 238) (internal quotations 

omitted). In making this determination, 

‘‘[t]he [c]ourt is not permitted to reject 

the proposed remedies merely because 

the court believes other remedies are 

preferable. [Rather], the relevant inquiry 

is whether there is a factual foundation 

for the government’s decision such that 

its conclusions regarding the proposed 

settlement are reasonable.’’ Keyspan, at 

637–38 (quoting United States v. 

Abitibi-Consolidated Inc., 584 F. Supp. 

2d 162, 165 (D.D.C. 2008)); see also 

United States v. Apple, Inc., 889 F. 

Supp. 2d 623, 631 (S.D.N.Y. 2012) (Cote, 

J.); Alex. Brown & Sons, 963 F. Supp. at 

238.7 The government’s predictions 

about the efficacy of its remedies are 

entitled to deference. Apple, 889 F. 

Supp. 2d at 631 (citation omitted).8

Courts have greater flexibility in 

approving proposed consent decrees 

than in crafting their own decrees 

following a finding of liability in a 

litigated matter. ‘‘[A] proposed decree 

must be approved even if it falls short 

of the remedy the court would impose 

on its own, as long as it falls within the 

range of acceptability or is ‘within the 

reaches of public interest.’ ’’ United 

States v. Am. Tel. & Tel. Co., 552 F. 

Supp. 131, 151 (D.D.C. 1982) (citations 

omitted) (quoting United States v. 

Gillette Co., 406 F. Supp. 713, 716 (D. 

Mass. 1975)), aff’d sub nom. Maryland 

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9See United States v. Enova Corp., 107 F. Supp. 

2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney 

Act expressly allows the court to make its public 

interest determination on the basis of the 

competitive impact statement and response to 

comments alone’’); United States v. Mid-Am. 

Dairymen, Inc., No. 73–CV–681–W–1, 1977–1 Trade 

Cas. (CCH) ¶ 61,508, at 71,980, *22 (W.D. Mo. 1977) 

(‘‘Absent a showing of corrupt failure of the 

government to discharge its duty, the Court, in 

making its public interest finding, should . . . 

carefully consider the explanations of the 

government in the competitive impact statement 

and its responses to comments in order to 

determine whether those explanations are 

reasonable under the circumstances.’’); S. Rep. No. 

93–298, at 6 (1973) (‘‘Where the public interest can 

be meaningfully evaluated simply on the basis of 

briefs and oral arguments, that is the approach that 

should be utilized.’’). 

v. United States, 460 U.S. 1001 (1983); 

see also United States v. U.S. Airways 

Group, Inc., 38 F. Supp. 3d 69, 76 

(D.D.C. 2014) (noting that room must be 

made for the government to grant 

concessions in the negotiation process 

for settlements); United States v. Alcan 

Aluminum Ltd., 605 F. Supp. 619, 622 

(W.D. Ky. 1985) (approving the consent 

decree even though the court would 

have imposed a greater remedy). To 

meet this standard, the United States 

‘‘need only provide a factual basis for 

concluding that the settlements are 

reasonably adequate remedies for the 

alleged harms.’’ SBC Commc’ns, 489 F. 

Supp. 2d at 17. 

Moreover, the court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

Complaint, and does not authorize the 

court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also Keyspan, 763 F. 

Supp. 2d at 638 (‘‘A court must limit its 

review to the issues in the complaint.’’) 

(citations omitted). Because the ‘‘court’s 

authority to review the decree depends 

entirely on the government’s exercising 

its prosecutorial discretion by bringing 

a case in the first place,’’ it follows that 

‘‘the court is only authorized to review 

the decree itself,’’ and not to ‘‘effectively 

redraft the complaint’’ to inquire into 

other matters that the United States did 

not pursue. Microsoft, 56 F.3d at 1459– 

60. Courts ‘‘cannot look beyond the 

complaint in making the public interest 

determination unless the complaint is 

drafted so narrowly as to make a 

mockery of judicial power.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 15. 

In its 2004 amendments, Congress 

made clear its intent to preserve the 

practical benefits of utilizing consent 

decrees in antitrust enforcement, adding 

the unambiguous instruction that 

‘‘[n]othing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

intervene.’’ 15 U.S.C. 16(e)(2); see also 

U.S. Airways, 38 F. Supp. 3d at 76 

(indicating that a court is not required 

to hold an evidentiary hearing or to 

permit intervenors as part of its review 

under the Tunney Act). The language 

wrote into the statute what Congress 

intended when it enacted the Tunney 

Act in 1974, as Senator Tunney 

explained: ‘‘[t]he court is nowhere 

compelled to go to trial or to engage in 

extended proceedings which might have 

the effect of vitiating the benefits of 

prompt and less costly settlement 

through the consent decree process.’’ 

119 Cong. Rec. 24,598 (1973) (statement 

of Sen. Tunney). Rather, the procedure 

for the public interest determination is 

left to the discretion of the court, with 

the recognition that the court’s ‘‘scope 

of review remains sharply proscribed by 

precedent and the nature of Tunney Act 

proceedings.’’ SBC Commc’ns, 489 F. 

Supp. 2d at 11.9 A court can make its 

public interest determination based on 

the competitive impact statement and 

response to public comments alone. 

U.S. Airways, 38 F. Supp. 3d at 76. 

VIII. DETERMINATIVE DOCUMENTS 

There are no determinative materials 

or documents within the meaning of the 

APPA that were considered by the 

United States in formulating the 

proposed Final Judgment. 

Dated: March 16, 2015 

Respectfully submitted, 

lll/s/llllll llllllllll

Sarah L. Wagner, Andrew S. Garver, David E. 

Altschuler, William H. Jones II, Michele 

B. Cano, 

U.S. Department of Justice, Antitrust 

Division, Transportation, Energy & 

Agriculture Section, 450 Fifth Street 

NW., Suite 8000, Washington, DC 20530, 

Telephone: (202) 305–8915, 

Sarah.Wagner@usdoj.gov, 

Andrew.Garver@usdoj.gov, 

David.Altschuler@usdoj.gov, 

Bill.Jones2@usdoj.gov, Michele.Cano@

usdoj.gov. 

Benjamin Sirota, 

U.S. Department of Justice, Antitrust 

Division, New York Office, 26 Federal 

Plaza, Room 3630, New York, NY 10278, 

Telephone: (212) 335–8056, 

Benjamin.Sirota@usdoj.gov. 

Attorneys for Plaintiff United States 

UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF 

NEW YORK 

United States of America, and State of New 

York, Plaintiffs, v. Twin America, LLC, et al., 

Defendants. 

Civil Action No. 12–cv–8989 (ALC) (GWG). 

ECF Case. 

STIPULATION AND ORDER 

REGARDING PROPOSED FINAL 

JUDGMENT 

It is hereby stipulated and agreed by 

and between the undersigned parties, 

subject to approval and entry by the 

Court, that: 

I. DEFINITIONS 

As used in this Stipulation and Order 

Regarding Proposed Final Judgment: 

A. ‘‘Coach’’ means Coach USA, Inc., 

a Delaware corporation with its 

principal place of business in Paramus, 

New Jersey, and International Bus 

Services, Inc., a New York corporation 

with its principal place of business in 

Hoboken, New Jersey, and their 

successors and assigns, and any 

subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures under its control, and their 

directors, officers, managers, agents, and 

employees. 

B. ‘‘CitySights’’ means CitySights LLC 

and City Sights Twin, LLC, New York 

limited liability companies with their 

principal places of business in New 

York, New York, and their successors 

and assigns, and any subsidiaries, 

divisions, groups, affiliates, 

partnerships and joint ventures under 

its control, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘CitySights Bus Stop 

Authorizations’’ means all of the 

Manhattan bus stop authorizations 

granted by the New York City 

Department of Transportation 

(NYCDOT) identified in Appendix A to 

the proposed Final Judgment, which 

comprises all of the bus stop 

authorizations granted to and currently 

held by CitySights to provide hop-on, 

hop-off bus tours in the Borough of 

Manhattan, New York City. 

D. ‘‘Twin America’’ means Twin 

America, LLC, a Delaware limited 

liability company with its principal 

place of business in New York, New 

York, and its successors and assigns, 

and any subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures under its control, and their 

directors, officers, managers, agents, and 

employees. 

E. ‘‘Defendants’’ means Coach USA, 

Inc., International Bus Services, Inc., 

CitySights LLC, City Sights Twin, LLC, 

and Twin America, LLC. 

II. OBJECTIVES 

The proposed Final Judgment filed in 

this case is meant to ensure Defendants’ 

prompt divestiture of the CitySights Bus 

Stop Authorizations by relinquishing 

them to NYCDOT in order to restore 

competition that Plaintiffs allege was 

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substantially lessened. If approved by 

the Court, the proposed Final Judgment 

would fully resolve the claims alleged 

in Plaintiffs’ Complaint. This 

Stipulation and Order ensures that, 

prior to such divestiture, the CitySights 

Bus Stop Authorizations are maintained 

until such divestiture has been 

accomplished. 

III. JURISDICTION AND VENUE 

The Court has jurisdiction over the 

subject matter of this action and over 

each of the parties hereto, and venue of 

this action is proper in the United States 

District Court for the Southern District 

of New York. 

IV. COMPLIANCE WITH AND ENTRY 

OF FINAL JUDGMENT 

A. The parties stipulate that a Final 

Judgment in the form attached hereto as 

Exhibit A may be filed with and entered 

by the Court, upon the motion of any 

party or upon the Court’s own motion, 

at any time after compliance with the 

requirements of the Antitrust 

Procedures and Penalties Act (‘‘APPA’’), 

15 U.S.C. 16, and without further notice 

to any party or other proceedings, 

provided that the Plaintiffs have not 

withdrawn their consent, which they 

may do at any time before the entry of 

the proposed Final Judgment by serving 

notice thereof on Defendants and by 

filing that notice with the Court. 

Defendants agree to arrange, at their 

expense, publication as quickly as 

possible of the newspaper notice 

required by the APPA, which shall be 

drafted by the United States in its sole 

discretion. The publication shall be 

arranged no later than three (3) business 

days after Defendants’ receipt from the 

United States of the text of the notice 

and the identity of the newspaper 

within which the publication shall be 

made. Defendants shall promptly send 

to the United States (1) confirmation 

that publication of the newspaper notice 

has been arranged, and (2) the 

certification of the publication prepared 

by the newspaper within which the 

notice was published. 

B. Defendants shall abide by and 

comply with the provisions of the 

proposed Final Judgment, pending the 

Judgment’s entry by the Court, or until 

expiration of time for all appeals of any 

Court ruling declining entry of the 

proposed Final Judgment, and shall, 

from the date of the signing of this 

Stipulation by the parties, comply with 

all the terms and provisions of the 

proposed Final Judgment. Plaintiffs 

shall have the full rights and 

enforcement powers in the proposed 

Final Judgment as though the same were 

in full force and effect as an order of the 

Court. 

C. This Stipulation shall apply with 

equal force and effect to any amended 

proposed Final Judgment agreed upon 

in writing by the parties and submitted 

to the Court. 

D. In the event (1) the Plaintiffs have 

withdrawn their consent, as provided in 

Section IV(A) above, or (2) the proposed 

Final Judgment is not entered pursuant 

to this Stipulation, the time has expired 

for all appeals of any Court ruling 

declining entry of the proposed Final 

Judgment, and the Court has not 

otherwise ordered continued 

compliance with the terms and 

provisions of the proposed Final 

Judgment, then the parties are released 

from all further obligations under this 

Stipulation, and the making of this 

Stipulation shall be without prejudice to 

any party in this or any other 

proceeding. 

E. Defendants represent that the 

divestiture and payments ordered in the 

proposed Final Judgment can and will 

be made, and that Defendants will later 

raise no claim of mistake, hardship or 

difficulty of compliance as grounds for 

asking the Court to modify any of the 

provisions contained therein. 

V. MAINTENANCE OF CITYSIGHTS 

BUS STOP AUTHORIZATIONS 

Until the divestiture required by the 

Final Judgment has been accomplished: 

A. Defendants shall not, except as part 

of a divestiture approved by the 

Plaintiffs in accordance with the terms 

of the proposed Final Judgment, revoke, 

sell, lease, assign, transfer, pledge or 

otherwise dispose of any of the 

CitySights Bus Stop Authorizations. 

B. Defendants shall take no action that 

would jeopardize, delay, or impede the 

divestiture of the CitySights Bus Stop 

Authorizations. 

VI. DURATION OF MAINTENANCE 

OBLIGATIONS 

Defendants’ obligations under Section 

V of this Stipulation and Order shall 

remain in effect until (1) consummation 

of the divestiture required by the 

proposed Final Judgment or (2) until 

further order of the Court or as 

otherwise provided in Section IV.D 

hereof. If Plaintiffs voluntarily dismiss 

the Complaint in this matter, 

Defendants are released from all further 

obligations under this Stipulation and 

Order. 

VII. STAY OF LITIGATION 

Entry of this Stipulation and Order 

shall stay all deadlines established by 

the Amended Pretrial Scheduling Order 

(Doc. 125). 

ORDER 

It is SO ORDERED this ll day of 

llll 2015. 

Judge Andrew L. Carter, Jr. 

United States District Judge. 

Respectfully submitted on llll, 

2015: 

lll/s/llllll

Sarah Wagner, 

U.S. Department of Justice, Antitrust 

Division, Transportation, Energy & 

Agriculture Section, 450 Fifth Street, NW., 

Suite 8000, Washington, DC 20530, (202) 

305–8915, sarah.wagner@usdoj.gov. 

Attorney for Plaintiff United States 

lll/s/llllll

Michael P. A. Cohen, 

Paul Hastings LLP, 875 15th Street, NW, 

Washington, DC 20005, (202) 551–1880, 

michaelcohen@paulhastings.com. 

Attorney for Defendants Twin America, LLC, 

CitySights LLC and City Sights Twin, LLC 

lll/s/llllll

Eric J. Stock, 

Bureau Chief, Antitrust 

James Yoon, 

Assistant Attorney General, Office of the 

Attorney General, Antitrust Bureau, 120 

Broadway, 26th Floor, New York, NY 10271– 

0332, (212) 416–8262, Eric.Stock@ag.ny.gov, 

James.Yoon@ag.ny.gov. 

Attorneys for Plaintiff State of New York 

lll/s/llllll

Thomas O. Barnett, 

Covington & Burling LLP, 850 10th Street, 

NW, Washington, DC 20001, (202) 662–5407, 

tbarnett@cov.com. 

Attorney for Defendants Coach USA, Inc. and 

International Bus Services, Inc. 

UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF 

NEW YORK 

United States of America, and State of New 

York, Plaintiffs, v. Twin America, LLC, et al. 

Defendants. 

Civil Action No. 12–cv–8989 (ALC) (GWG). 

ECF Case. 

[Proposed] Final Judgment 

WHEREAS, Plaintiffs United States of 

America and the State of New York 

(collectively ‘‘Plaintiffs’’) filed their 

Complaint on December 11, 2012, 

Plaintiffs and Defendants Coach USA, 

Inc., International Bus Services, Inc., 

CitySights LLC, City Sights Twin, LLC, 

and Twin America, LLC (collectively 

‘‘Defendants’’), by their respective 

attorneys, have consented to the entry of 

this Final Judgment without trial or 

adjudication of any issue of fact or law, 

and without this Final Judgment 

constituting any evidence against or 

admission by any party regarding any 

issue of fact or law; 

AND WHEREAS, Defendants agree to 

be bound by the provisions of this Final 

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Judgment pending its approval by the 

Court; 

AND WHEREAS, the essence of this 

Final Judgment is the execution of 

prompt and certain divestitures by 

Defendants to restore competition that 

Plaintiffs allege was substantially 

lessened, and the payment of equitable 

monetary relief; 

AND WHEREAS, Plaintiffs require 

Defendants to make certain divestitures 

for the purpose of remedying the loss of 

competition alleged in the Complaint, 

and to pay equitable monetary relief; 

AND WHEREAS, Defendants have 

represented to Plaintiffs that the 

divestitures and the other relief required 

below can and will be made and that 

Defendants will later raise no claim of 

hardship or difficulty as grounds for 

asking the Court to modify any of the 

provisions contained below; 

NOW THEREFORE, before any trial 

testimony is taken, without trial or 

adjudication of any issue of fact or law, 

and upon consent of the parties, it is 

ORDERED, ADJUDGED AND DECREED: 

I. Jurisdiction 

This Court has jurisdiction over the 

subject matter of and each of the parties 

to this action. The Complaint states a 

claim upon which relief may be granted 

against Defendants under Section 7 of 

the Clayton Act, as amended (15 U.S.C. 

18), Section 1 of the Sherman Act (15 

U.S.C. 1), Section 340 of the Donnelly 

Act (N.Y. Gen. Bus. Law § 340), and 

Section 63(12) of the New York 

Executive Law (N.Y. Exec. Law 

§ 63(12)). 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Coach’’ means Coach USA, Inc., 

a Delaware corporation with its 

principal place of business in Paramus, 

New Jersey, and International Bus 

Services, Inc., a New York corporation 

with its principal place of business in 

Hoboken, New Jersey, and their 

successors and assigns, and any 

subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures under their control, and their 

directors, officers, managers, agents, and 

employees. 

B. ‘‘CitySights’’ means CitySights LLC 

and City Sights Twin, LLC, New York 

limited liability companies with their 

principal places of business in New 

York, New York, and their successors 

and assigns, and any subsidiaries, 

divisions, groups, affiliates, 

partnerships and joint ventures under 

their control, and their directors, 

officers, managers, agents, and 

employees. 

C. ‘‘CitySights Bus Stop 

Authorizations’’ means all of the 

Manhattan bus stop authorizations 

granted by the New York City 

Department of Transportation identified 

in Appendix A, which comprises all of 

the bus stop authorizations granted to 

and currently held by CitySights to 

provide hop-on, hop-off bus tours in the 

borough of Manhattan, New York City. 

D. ‘‘Twin America’’ means Twin 

America, LLC, a Delaware limited 

liability company with its principal 

place of business in New York, New 

York, and its successors and assigns, 

and any subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures under its control, and their 

directors, officers, managers, agents, and 

employees. 

E. ‘‘Defendants’’ means Coach USA, 

Inc., International Bus Services, Inc., 

CitySights LLC, City Sights Twin, LLC, 

and Twin America, LLC. 

F. ‘‘NYCDOT’’ means the New York 

City Department of Transportation. 

G. ‘‘Person’’ means any natural person 

or legal entity. 

III. Applicability 

This Final Judgment applies to Coach, 

CitySights, and Twin America, as 

defined above, and all other persons in 

active concert or participation with any 

of them who receive actual notice of this 

Final Judgment by personal service or 

otherwise. 

IV. Disgorgement 

Defendants shall pay $7.5 million in 

disgorgement to Plaintiffs for 

Defendants’ alleged violations of 

Section 7 of the Clayton Act, as 

amended (15 U.S.C. 18), Section 1 of the 

Sherman Act (15 U.S.C. 1), Section 340 

of the Donnelly Act (N.Y. Gen. Bus. Law 

§ 340), and Section 63(12) of the New 

York Executive Law (N.Y. Exec. Law 

§ 63(12)). The $7.5 million disgorgement 

payment shall be divided equally 

between the United States and the State 

of New York. 

V. Payment of Disgorgement 

A. Defendants’ payment of 

disgorgement shall be made in three (3) 

installments. Within 30 days of the 

entry of this Final Judgment, Defendants 

must pay $2.5 million in disgorgement 

to Plaintiffs, divided equally between 

the United States and the State of New 

York. Within nine (9) months after entry 

of this Final Judgment, Defendants must 

pay another $2.5 million in 

disgorgement to Plaintiffs, divided 

equally between the United States and 

the State of New York. Within 16 

months after entry of this Final 

Judgment, Defendants must pay the 

remaining $2.5 million in disgorgement 

to Plaintiffs, divided equally between 

the United States and the State of New 

York. 

B. The payments to the United States 

specified in this Final Judgment must be 

made by wire transfer. Before making 

any transfer to the United States, a 

defendant must contact Janie Ingalls of 

the Antitrust Division’s Antitrust 

Documents Group at (202) 512–2481 for 

wire-transfer instructions. 

The payments to the State of New 

York specified in this Final Judgment 

must be made by wire transfer. Before 

making any transfer to the State of New 

York, Defendants must contact Dorcey 

Bennett (Dorcey.Bennet@ag.ny.gov) of 

the State of New York’s Budget & Fiscal 

Management Bureau for wire-transfer 

instructions and cc: to James Yoon 

(James.Yoon@ag.ny.gov). 

C. In the event of a default in 

payment, interest at the rate of 18 

percent per annum will accrue thereon 

from the date of default to the date of 

payment. 

VI. Divestitures 

A. Defendants are ordered and 

directed, by May 1, 2015, to divest the 

CitySights Bus Stop Authorizations by 

relinquishing them to the NYCDOT in a 

manner consistent with this Final 

Judgment. The Plaintiffs, in their sole 

discretion, may agree to one or more 

extensions of this time period not to 

exceed 30 calendar days in total, and 

shall notify the Court in such 

circumstances. 

B. Defendants shall not take any 

action that will jeopardize, delay, or 

impede in any way the divestiture of the 

CitySights Bus Stop Authorizations. 

C. Unless the Plaintiffs otherwise 

consent in writing, the divestiture 

pursuant to Section VI of this Final 

Judgment shall include the entire 

CitySights Bus Stop Authorizations in 

the borough of Manhattan, New York 

City. For the avoidance of doubt, 

nothing in this Final Judgment requires 

Defendants to divest any bus stop 

authorizations granted to affiliates of 

Twin America other than CitySights, 

including any authorizations for shared 

use bus stops. 

D. Defendants shall not take any 

action to impede in any way the 

reallocation or reassignment of the 

CitySights Bus Stop Authorizations by 

NYCDOT to any other person. 

VII. Maintenance of CitySights Bus Stop 

Authorizations 

Until the divestiture required by this 

Final Judgment has been accomplished, 

Defendants shall take all steps necessary 

to comply with the Stipulation and 

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Federal Register / Vol. 80, No. 59 / Friday, March 27, 2015 / Notices 16435 

Order Regarding Proposed Final 

Judgment entered by this Court. 

Defendants shall take no action that 

would jeopardize, delay, or impede the 

divestiture of the CitySights Bus Stop 

Authorizations ordered by this Court. 

VIII. Affidavits 

A. Within seven (7) calendar days of 

the Court entering the Stipulation and 

Order Regarding Proposed Final 

Judgment in this matter, and every 

thirty (30) calendar days thereafter until 

the divestiture has been completed 

under Section VI, Defendants shall 

deliver to Plaintiffs an affidavit that 

describes in reasonable detail all actions 

Defendants have taken to comply with 

Section VI of this Final Judgment. 

Defendants shall deliver to Plaintiffs an 

affidavit describing any changes to the 

efforts and actions outlined in 

Defendants’ earlier affidavits filed 

pursuant to this section within fifteen 

(15) calendar days after the change is 

implemented. 

B. Defendants shall keep all records of 

all efforts made to maintain and divest 

the CitySights Bus Stop Authorizations 

until one year after such divestiture has 

been completed. 

IX. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment, or of any related orders, or of 

determining whether the Final 

Judgment should be modified or 

vacated, and subject to any legally 

recognized privilege, from time to time 

Plaintiffs’ authorized representatives, 

upon written request and on reasonable 

notice to Defendants, shall be permitted 

to: 

(1) Access during Defendants’ office 

hours to inspect and copy, or at the 

option of the United States or State of 

New York, to require Defendants to 

provide hard copy or electronic copies 

of, all books, ledgers, accounts, records, 

data, and documents in the possession, 

custody, or control of Defendants, 

relating to any matters contained in this 

Final Judgment; and 

(2) interview, either informally or on 

the record, Defendants’ officers, 

employees, or agents, who may have 

their individual counsel present, 

regarding such matters. The interviews 

shall be subject to the reasonable 

convenience of the interviewee and 

without restraint or interference by 

Defendants. 

B. Upon the written request of an 

authorized representative of either 

Plaintiff, Defendants shall submit 

written reports or responses to written 

interrogatories, under oath if requested, 

relating to any of the matters contained 

in this Final Judgment as may be 

requested. 

C. No information or documents 

obtained by the means provided in this 

section shall be divulged by the 

Plaintiffs to any person other than an 

authorized representative of the 

executive branch of the United States or 

the Attorney General’s Office of the 

State of New York, except in the course 

of legal proceedings to which the United 

States or the State of New York is a 

party (including grand jury 

proceedings), or for the purpose of 

securing compliance with this Final 

Judgment, for law enforcement 

purposes, or as otherwise required by 

law. 

D. If at the time information or 

documents are furnished by Defendants 

to Plaintiffs, Defendants represent and 

identify in writing the material in any 

such information or documents to 

which a claim of protection may be 

asserted under Rule 26(c)(1)(G) of the 

Federal Rules of Civil Procedure, and 

Defendants mark each pertinent page of 

such material, ‘‘Subject to claim of 

protection under Rule 26(c)(1)(G) of the 

Federal Rules of Civil Procedure,’’ then 

Plaintiffs shall give Defendants ten (10) 

calendar days notice prior to divulging 

such material in any legal proceeding 

(other than a grand jury proceeding). 

X. Notification 

Unless such transaction is otherwise 

subject to the reporting and waiting 

period requirements of the Hart-ScottRodino Antitrust Improvements Act of 

1976, as amended, 15 U.S.C. 18a (the 

‘‘HSR Act’’), Defendants, without 

providing advance notification to the 

Plaintiffs, shall not directly or indirectly 

acquire any assets of or any interest, 

including any financial, security, loan, 

equity or management interest, in a 

person providing hop-on, hop-off bus 

tours in New York City during the term 

of this Final Judgment. 

Such notification shall be provided to 

the Plaintiffs in the same format as, and 

per the instructions relating to the 

Notification and Report Form set forth 

in the Appendix to Part 803 of Title 16 

of the Code of Federal Regulations as 

amended, except that the information 

requested in Items 4 through 8 of the 

instructions must be provided only 

about hop-on, hop-off bus tours in New 

York City. Notification shall be 

provided at least thirty (30) calendar 

days prior to acquiring any such 

interest, and shall include, beyond what 

may be required by the applicable 

instructions, the names of the principal 

representatives of the parties to the 

agreement who negotiated the 

agreement, and any management or 

strategic plans discussing the proposed 

transaction. If within the 30-day period 

after notification, representatives of 

either Plaintiff make a written request 

for additional information, Defendants 

shall not consummate the proposed 

transaction or agreement until thirty 

(30) calendar days after substantially 

complying with such request for 

information. Early termination of the 

waiting periods in this paragraph may 

be requested and, where appropriate, 

granted in the same manner as is 

applicable under the requirements and 

provisions of the HSR Act and rules 

promulgated thereunder. This Section 

shall be broadly construed and any 

ambiguity or uncertainty regarding the 

filing of notice under this Section shall 

be resolved in favor of filing notice. 

XI. Antitrust Compliance Program 

A. Within thirty (30) days after entry 

of this Final Judgment, Coach and Twin 

America shall each appoint an Antitrust 

Compliance Officer and identify to 

Plaintiffs his or her name, business 

address, and telephone number. 

B. Each Antitrust Compliance Officer 

shall institute an antitrust compliance 

program for the company’s officers and 

directors with responsibility for any 

operations in the U.S., and any 

employee with pricing or decisionmaking responsibility for any aspect of 

the provision of hop-on, hop-off bus 

tours in New York City. The antitrust 

compliance program shall provide at 

least two hours of training annually on 

the antitrust laws, such training to be 

delivered by an attorney with relevant 

experience in the field of antitrust law. 

C. Each Antitrust Compliance Officer 

shall obtain, within six months after 

entry of this Final Judgment, and on an 

annual basis thereafter, on or before 

each anniversary of the entry of this 

Final Judgment, from each person 

subject to Section XI.B of this Final 

Judgment, and thereafter maintaining, a 

certification that each such person has 

received the required two hours of 

annual antitrust training. 

D. Each Antitrust Compliance Officer 

shall communicate annually to all 

employees that they may disclose to the 

Antitrust Compliance Officer, without 

reprisal, information concerning any 

potential violation of the antitrust laws. 

E. Each Antitrust Compliance Offer 

shall provide to Plaintiffs within six 

months after entry of this Final 

Judgment, and on an annual basis 

thereafter, on or before each anniversary 

of the entry of this Final Judgment, a 

written statement as to the fact and 

manner of the Defendant’s compliance 

with Section XI of this Final Judgment. 

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16436 Federal Register / Vol. 80, No. 59 / Friday, March 27, 2015 / Notices 

XII. No Reacquisition 

For a period of five years from the 

date of entry of this Final Judgment, 

Defendants may not apply for or obtain 

any bus stop authorizations for hop-on, 

hop-off bus tours at the locations of the 

divested CitySights Bus Stop 

Authorizations, except that, after May 1, 

2016, if the NYCDOT revokes a bus stop 

authorization currently granted to an 

affiliate of Twin America other than 

City Sights, Defendants may apply for or 

obtain a bus stop authorization at the 

location of a divested CitySights Bus 

Stop Authorization that is at or in close 

proximity to the location of the bus stop 

authorization NYCDOT has revoked. 

Nothing in this Final Judgment shall be 

construed to prohibit Defendants from 

applying for or obtaining from the 

NYCDOT bus stop authorizations at 

locations other than the locations of the 

CitySights Bus Stop Authorizations, nor 

to limit the NYCDOT’s ability to alter or 

amend Defendants’ bus stop 

authorizations. 

XIII. Retention of Jurisdiction 

This Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to this Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XIV. Expiration of Final Judgment 

Unless this Court grants an extension, 

this Final Judgment shall expire ten 

years from the date of its entry, except 

that Sections XI and XII shall expire five 

years from the date of this Final 

Judgment’s entry. 

XV. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16, including making copies 

available to the public of this Final 

Judgment, the Competitive Impact 

Statement, and any comments thereon 

and the United States’ responses to 

comments. Based upon the record 

before the Court, which includes the 

Competitive Impact Statement and any 

comments and response to comments 

filed with the Court, entry of this Final 

Judgment is in the public interest. 

Dated: 

lllllllllllllllllllll

lllllllllllllllllllll

Judge Andrew L. Carter, Jr. 

United States District Judge 

[FR Doc. 2015–07055 Filed 3–26–15; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF JUSTICE 

Drug Enforcement Administration 

[Docket No. DEA–392] 

Importer of Controlled Substances 

Application: Mylan Pharmaceuticals, 

Inc. 

ACTION: Notice of application. 

DATES: Registered bulk manufacturers of 

the affected basic classes, and 

applicants therefore, may file written 

comments on or objections to the 

issuance of the proposed registration in 

accordance with 21 CFR 1301.34(a) on 

or before April 27, 2015. Such persons 

may also file a written request for a 

hearing on the application pursuant to 

21 CFR 1301.43 on or before April 27, 

2015. 

ADDRESSES: Written comments should 

be sent to: Drug Enforcement 

Administration, Attention: DEA Federal 

Register Representative/ODW, 8701 

Morrissette Drive, Springfield, Virginia 

22152. Request for hearings should be 

sent to: Drug Enforcement 

Administration, Attention: Hearing 

Clerk/LJ, 8701 Morrissette Drive, 

Springfield, Virginia 22152 

SUPPLEMENTARY INFORMATION: The 

Attorney General has delegated his 

authority under the Controlled 

Substances Act to the Administrator of 

the Drug Enforcement Administration 

(DEA), 28 CFR 0.100(b). Authority to 

exercise all necessary functions with 

respect to the promulgation and 

implementation of 21 CFR part 1301, 

incident to the registration of 

manufacturers, distributors, dispensers, 

importers, and exporters of controlled 

substances (other than final orders in 

connection with suspension, denial, or 

revocation of registration) has been 

redelegated to the Deputy Assistant 

Administrator of the DEA Office of 

Diversion Control (‘‘Deputy Assistant 

Administrator’’) pursuant to section 7 of 

28 CFR part 0, appendix to subpart R. 

In accordance with 21 CFR 

1301.34(a), this is notice that on October 

13, 2014, Mylan Pharmaceuticals, Inc., 

3711 Collins Ferry Road, Morgantown, 

West Virginia 26505, applied to be 

registered as an importer of the 

following basic classes of controlled 

substances: 

Controlled substance Schedule 

Amphetamine (1100) .................. II 

Controlled substance Schedule 

Lisdexamfetamine (1205) ........... II 

Methylphenidate (1724) .............. II 

Pentobarbital (2270) ................... II 

Oxycodone (9143) ...................... II 

Hydromorphone (9150) .............. II 

Hydrocodone (9193) ................... II 

Levorphanol (9220) .................... II 

Morphine (9300) ......................... II 

Oxymorphone (9652) .................. II 

Remifentanil (9739) .................... II 

Fentanyl (9801) .......................... II 

The company plans to import the 

listed controlled substances in finished 

dosage form (FDF) from foreign sources 

for analytical testing and clinical trials 

in which the foreign FDF will be 

compared to the company’s own 

domestically-manufactured FDF. This 

analysis is required to allow the 

company to export domesticallymanufactured FDF to foreign markets. 

Dated: March 20, 2015. 

Joseph T. Rannazzisi, 

Deputy Assistant Administrator. 

[FR Doc. 2015–06967 Filed 3–26–15; 8:45 am] 

BILLING CODE 4410–09–P 

DEPARTMENT OF JUSTICE 

[OMB Number 1140–0031] 

Agency Information Collection 

Activities: Proposed eCollection 

eComments Requested; Records of 

Acquisition and Disposition, 

Registered Importers of Arms, 

Ammunition, and Implements of War 

on the U.S. Munitions Imports List 

AGENCY: Bureau of Alcohol, Tobacco, 

Firearms and Explosives, Department of 

Justice. 

ACTION: 30-day notice. 

SUMMARY: The Department of Justice 

(DOJ), Bureau of Alcohol, Tobacco, 

Firearms and Explosives (ATF) will 

submit the following information 

collection request to the Office of 

Management and Budget (OMB) for 

review and approval in accordance with 

the Paperwork Reduction Act of 1995. 

This proposed information collection 

was previously published in the Federal 

Register Volume 80, Number 14, page 

3252 on January 22, 2015, allowing for 

a 60 day comment period. 

DATES: The purpose of this notice is to 

allow for an additional 30 days for 

public comment until April 27, 2015. 

FOR FURTHER INFORMATION CONTACT: If 

you have comments, especially on the 

estimated public burden or associated 

response time, suggestions, or need a 

copy of the proposed information 

collection instrument with instructions 

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