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[Federal Register Volume 90, Number 19 (Thursday, January 30, 2025)]
[Notices]
[Pages 8530-8533]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-01939]

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FEDERAL TRADE COMMISSION

[File No. 161 0215/Docket No. C-4604]

Petition of Enbridge Inc. To Reopen and Set Aside Order

AGENCY: Federal Trade Commission.

ACTION: Announcement of petition; request for comment.

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SUMMARY: Enbridge Inc. (``Enbridge'' or ``the company'') has requested 
that the Federal Trade Commission (``FTC'' or ``Commission'') reopen 
and set aside the Commission's Decision and Order entered on March 22, 
2017 (the ``Order''), concerning ownership interests in competing 
natural gas pipelines. The company wants the FTC to set aside the Order 
given changes in the factual conditions that led to its entry almost 
eight years ago. Publication of the petition from Enbridge is not 
intended to affect the legal status of the petition or its final 
disposition.

DATES: Comments must be received on or before March 3, 2025.

ADDRESSES: Interested parties may file comments online or on paper, by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Please write: ``Enbridge 
Petition to Reopen; Docket No. C-4604'' on your comment and file your 
comment online at www.regulations.gov by following the instructions on 
the web-based form. If you prefer to file your comment on paper, please 
mail your comment to the following address: Federal Trade Commission, 
Office of the Secretary, 600 Pennsylvania Avenue NW, Mail Stop H-144 
(Annex E), Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Maribeth Petrizzi (202-326-2564), 
Bureau of Competition, Federal Trade Commission, 600 Pennsylvania 
Avenue NW, Washington, DC 20580.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(g) of the Federal 
Trade

[[Page 8531]]

Commission Act, 15 U.S.C. 46(g), and FTC Rule 2.51, 16 CFR 2.51, notice 
is hereby given that the above-captioned petition has been filed with 
the Secretary of the Commission and is being placed on the public 
record for a period of 30 days. After the period for public comments 
has expired and no later than one hundred and twenty (120) days after 
the date of the filing of the request, the Commission shall determine 
whether to reopen the proceeding and modify or set aside the Order as 
requested. In making its determination, the Commission will consider, 
among other information, all timely and responsive comments submitted 
in connection with this notice.
    The text of petition is provided below. An electronic copy of the 
filed petition and the exhibits attached to it can be obtained from the 
FTC website at this web address: https://www.ftc.gov/system/files/ftc_gov/pdf/c4604enbridgepetitiontoreopenmodify.pdf.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before March 3, 2025. 
Write ``Enbridge Petition to Reopen; Docket No. C-4604'' 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 www.regulations.gov website.
    Because of the agency's heightened security screening, postal mail 
addressed to the Commission will be subject to delay. We strongly 
encourage you to submit your comments online through the 
www.regulations.gov website. If you prefer to file your comment on 
paper, write ``Enbridge Petition to Reopen; Docket No. C-4604'' 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, Mail Stop H-144 (Annex E), Washington, DC 
20580. If possible, submit your paper comment to the Commission by 
overnight service.
    Because your comment will be placed on the publicly accessible 
website at www.regulations.gov, you are solely responsible for making 
sure that your comment does not include any sensitive or confidential 
information. In particular, your comment should not include any 
sensitive personal information, such as your or anyone else's Social 
Security number; date of birth; driver's license number or other State 
identification number, or foreign country equivalent; passport number; 
financial account number; or credit or debit card number. You are also 
solely responsible for making sure your comment does not include any 
sensitive health information, such as medical records or other 
individually identifiable health information. In addition, your comment 
should not include any ``trade secret or any commercial or financial 
information which . . . is privileged or confidential''--as provided by 
section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 
16 CFR 4.10(a)(2)--including in particular competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns, devices, manufacturing processes, or customer names.
    Comments containing material for which confidential treatment is 
requested must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with FTC Rule 4.9(c). In particular, 
the written request for confidential treatment that accompanies the 
comment must include the factual and legal basis for the request and 
must identify the specific portions of the comment to be withheld from 
the public record. See FTC Rule 4.9(c). Your comment will be kept 
confidential only if the General Counsel grants your request in 
accordance with the law and the public interest. Once your comment has 
been posted on www.regulations.gov--as legally required by FTC Rule 
4.9(b)--we cannot redact or remove your comment from that website, 
unless you submit a confidentiality request that meets the requirements 
for such treatment under FTC Rule 4.9(c), and the General Counsel 
grants that request.
    Visit the FTC website at https://www.ftc.gov to read this document 
and the news release describing this matter. The FTC Act and other laws 
that the Commission administers permit the collection of public 
comments to consider and use in this proceeding, as appropriate. The 
Commission will consider all timely and responsive public comments that 
it receives on or before March 3, 2025. For information on the 
Commission's privacy policy, including routine uses permitted by the 
Privacy Act, see https://www.ftc.gov/site-information/privacy-policy.
    Authority: 15 U.S.C. 46, 5 U.S.C. 552.

Joel Christie,
Acting Secretary.

Text of Petition of Enbridge Inc. To Reopen and Set Aside the Decision 
and Order

    Under section 5(b) of the Federal Trade Commission Act, 14 U.S.C. 
45(b), and Sec.  2.51 of the Federal Trade Commission Rules of 
Practice, 16 CFR 2.51, Respondent Enbridge Inc. (``Enbridge'') 
respectfully requests that the Commission reopen and set aside the 
Commission's Decision and Order entered on March 22, 2017, in Docket 
No. C-4604 (the ``Order'') because Enbridge no longer holds an indirect 
ownership interest in the Discovery Pipeline, which was the indirect 
ownership interest giving rise to the Order.
    The Commission entered the Order to address the potential that the 
merger of Enbridge and Spectra Energy Corp. (``Spectra'') would reduce 
competition between two natural gas pipelines in deep offshore gas-
producing regions in the Gulf of Mexico: (1) the Walker Ridge Pipeline, 
which Enbridge owned and operated through a wholly-owned subsidiary, 
and (2) the Discovery Pipeline. Williams Partners, LP (which is now 
Williams Companies, Inc. and is referred to in both organizational 
forms herein as ``Williams'') had majority control of the Discovery 
Pipeline and was the operator; Spectra had an indirect, minority 
ownership interest through its interests in DCP Midstream, LLC 
(``DCP''). Among other things, the Order required Enbridge both (1) to 
prevent access to, or the disclosure or use of, competitively sensitive 
information that could facilitate coordination between the Walker Ridge 
Pipeline and the Discovery Pipeline and (2) to restrict its ability to 
exercise contractual rights that could diminish the Discovery 
Pipeline's ability to compete against the Walker Ridge Pipeline.
    On August 1, 2024, Williams acquired the entirety of DCP's minority 
interest in the Discovery Pipeline, as reflected in the Assignment and 
Assumption Agreement between DCP Asset Holdings, LP, and Williams Field 
Services Group, LLC, attached hereto as Exhibit 1 (and for which 
confidential treatment is requested). See also Williams Companies Inc., 
Quarterly Report (Form 10Q), at 36 (Aug. 5, 2024), https://www.sec.gov/ix?doc=/Archives/edgar/data/0000107263/000010726324000077/wmb-20240630.htm. After the acquisition by Williams, Enbridge no longer has 
an interest in the Discovery Pipeline that would provide access to 
competitively sensitive information concerning the Discovery Pipeline, 
or an ability to influence decisions concerning the Discovery Pipeline. 
In light of these changed circumstances, Enbridge hereby petitions the 
Commission to reopen and set aside the Order.

[[Page 8532]]

I. Background

A. Initial Transaction

    On September 5, 2016, Enbridge and Spectra entered into a merger 
agreement. Commission staff raised concerns that the merger 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. Specifically, Commission staff alleged that the merger was likely 
to reduce competition by facilitating coordination between the Walker 
Ridge Pipeline and the Discovery Pipeline. As a means of resolving 
those concerns, Enbridge and Spectra entered into a Consent Agreement 
in which they agreed to comply with a Decision and Order. The 
Commission approved the Decision and Order on March 22, 2017.

B. The Order

    The Order imposes restrictions to ensure that competitively 
sensitive information related to Williams or the Discovery Pipeline is 
not made available to, or used by, Enbridge employees associated with 
the Walker Ridge Pipeline. Provision II.C restricts those Enbridge 
employees from influencing operational decisions pertaining to the 
Discovery Pipeline. Provision II.B of the Order also restricts the 
disclosure of competitively sensitive information concerning the Walker 
Ridge Pipeline to entities with an interest in the Discovery Pipeline.
    Under Provision II.D of the Order, Enbridge is responsible for 
ensuring compliance with the terms of the Order, and is directed to 
distribute information and training regarding the Order on an annual 
basis. Additionally, a monitor was in place for five years following 
the closing of the merger.

C. Enbridge's Compliance With the Order

    Enbridge filed compliance reports with the Commission on March 29, 
2017, May 23, 2017, February 15, 2018, February 14, 2019, February 10, 
2020, February 11, 2021, February 8, 2022, February 16, 2023, and 
February 15, 2024. In accordance with its responsibilities under the 
Order, Enbridge put in place policies and procedures to ensure that 
those involved in the Discovery Pipeline, as well as employees and 
contractors who become involved in Enbridge's offshore operations, 
received training as part of a standardized onboarding process on the 
information restrictions put in place. Moreover, Enbridge circulated an 
annual training guidance to (i) its representatives involved in the 
oversight of the Discovery Pipeline as well as those assisting them in 
their duties, (ii) the entities through which Enbridge had indirect 
ownership of the Discovery Pipeline, and (iii) all employees and 
contractors involved in Enbridge's offshore operations. Since the entry 
of the Order, no remedial actions have been necessary to address 
breaches of the information restrictions imposed by the Commission.

D. Elimination of Enbridge's Interest in the Discovery Pipeline

    On August 1, 2024, Williams acquired DCP's interest in Discovery 
Producer Services, LLC. The acquisition eliminated Enbridge's indirect 
interest in the Discovery Pipeline, and, as set forth in the 
declaration attached hereto as Exhibit 2, Enbridge has no current 
intention of acquiring any further interest in the Discovery Pipeline 
in the future, either directly or indirectly.

II. The Commission Should Reopen and Set Aside the Order in View of the 
Changed Conditions of Fact and the Public Interest

A. Changed Conditions of Fact

    Section 5(b) of the FTC Act, 15 U.S.C. 45(b), and Sec.  2.51(b) of 
the Commission's Rules of Practice, 16 CFR 2.51(b), provide that the 
Commission may reopen and modify an order if the respondent makes a 
satisfactory showing that changed conditions of fact or law require the 
order to be altered, modified, or set aside, or that the public 
interest so requires. The Commission has stated that a ``satisfactory 
showing sufficient to require reopening is made when a request 
identified significant changes in circumstances and shows that the 
changes eliminate the need for the order or make continued application 
of it inequitable or harmful to competition.'' Eli Lilly & Co., Dkt. 
No. C-3594, Order Reopening and Setting Aside Order, at 2 (May 13, 
1999).
    In cases such as this, where the Respondent has no ownership 
interest in the business covered by the Order, the Commission has 
recognized that ``the factual premise underlying the concerns that led 
to entry of the Order'' has substantially changed, and setting aside 
the Order is justified. Entergy Corp., Dkt. No. C-3998, Order Reopening 
and Setting Aside Order, at 3 (July 1, 2005); see also Johnson & 
Johnson, Dkt. No. C-4154, Order Reopening and Setting Aside Order (May 
25, 2006), at 4 (finding that ``there is no reason to keep the Order in 
place'' where there is no longer any reason to be concerned about the 
potential harm to competition that formed the ``basic premise of the 
Order'').
    The elimination of Enbridge's indirect ownership interest in the 
Discovery Pipeline constitutes a changed condition of fact that 
justifies the Commission to set aside the Order. The Order was entered 
to ensure that, after its merger with Spectra, Enbridge's indirect 
interest in the Discovery Pipeline would not reduce competition between 
the Discovery Pipeline and the Walker Ridge Pipeline. Enbridge no 
longer has an interest in the Discovery Pipeline. Thus, the need for an 
Order to restrict the conduct of Enbridge and its employees is no 
longer necessary to ensure the independent operation of, and 
competition between, the Discovery Pipeline and the Walker Ridge 
Pipeline.

B. Public Interest

    Because changed circumstances warrant reopening and setting aside 
the order here, it is not necessary for the Commission to consider 
whether setting aside the Order would serve the public interest. See 
Entergy Corp., Order Reopening and Setting Aside Order, at 3 (``[W]e do 
not need to assess the sufficiency of Entergy's and EKLP's public 
interest showing because the Commission has determined that Entergy and 
EKLP have made the requisite satisfactory showing that changed 
conditions of fact require the Order to be reopened and set aside.''). 
However, should the Commission deem it necessary to assess the public 
interest in setting aside the Order, it would be in the public 
interest.
    Enbridge meets the public interest requirement of Sec.  2.51(b) 
because, among other reasons, ``the order in whole or in part is no 
longer needed.'' Requests to Reopen, 65 FR 50,636, 50,637 (Aug. 21, 
2000) (amending 16 CFR 2.51(b)). As a result of Williams's acquisition, 
Enbridge no longer has an interest in the Discovery Pipeline, and thus, 
the public interest is no longer served by the Order. At the same time, 
setting aside the Order would eliminate the unnecessary costs and 
burdens to Enbridge and the Commission during the remainder of the term 
of the Order.

III. Conclusion

    Enbridge respectfully requests that the Commission reopen and set 
aside the Order. Setting aside the Order is justified by changed 
conditions of fact and is consistent with the public interest.

Dated: December 13, 2024

Respectfully submitted,

s/Joseph Matelis

[[Page 8533]]

Joseph Matelis, Sullivan & Cromwell LLP, 1700 New York Avenue NW, 
Suite 700, Washington DC 20007, Attorney for Respondent Enbridge.

[FR Doc. 2025-01939 Filed 1-29-25; 8:45 am]
BILLING CODE 6750-01-P
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