Federal Register / Vol. 86, No. 136 / Tuesday, July 20, 2021 / Notices 38343 

distribute existing stocks of these 

voluntarily canceled products for 18- 

months after the effective date of the 

publication of the Cancellation Order in 

the Federal Register. Thereafter, 

registrants will be prohibited from 

selling or distributing these products 

identified in Table 1 of Unit II, except 

for export consistent with FIFRA section 

17 (7 U.S.C. 136o) or for proper 

disposal. 

B. For Product 1021–2600 

For product 1021–2600, the registrant 

has requested that the cancellation 

becomes effective September 30, 2022. 

Because the Agency has identified no 

significant potential risk concerns 

associated with this pesticide product, 

upon cancellation of this product 

cancellation, identified in Table 1A of 

Unit II, EPA anticipates allowing 

registrants to sell and distribute existing 

stocks of this voluntarily canceled 

product for 1 year after the effective date 

of the product cancellation, which will 

be September 30, 2023. Thereafter, 

registrants will be prohibited from 

selling or distributing this product 

identified in Table 1A of Unit II, except 

for export consistent with FIFRA section 

17 (7 U.S.C. 136o) or for proper 

disposal. 

The registrants may continue to sell 

and distribute existing stocks of all 

other products listed in Table 1 of Unit 

II until July 20, 2022, which is 1 year 

after the publication of the Cancellation 

Order in the Federal Register. 

Thereafter, the registrants are prohibited 

from selling or distributing all other 

products listed in Table 1, except for 

export in accordance with FIFRA 

section 17 (7 U.S.C. 136o), or proper 

disposal. Persons other than the 

registrants may sell, distribute, or use 

existing stocks of products listed in 

Table 1 & Table 1A of Unit II until 

existing stocks are exhausted, provided 

that such sale, distribution, or use is 

consistent with the terms of the 

previously approved labeling on, or that 

accompanied, the canceled products. 

Authority: 7 U.S.C. 136 et seq. 

Dated: July 9, 2021. 

Marietta Echeverria, 

Director, Registration Division, Office of 

Pesticide Programs. 

[FR Doc. 2021–15394 Filed 7–19–21; 8:45 am] 

BILLING CODE 6560–50–P 

FEDERAL RESERVE SYSTEM 

Change in Bank Control Notices; 

Acquisitions of Shares of a Bank or 

Bank Holding Company 

The notificants listed below have 

applied under the Change in Bank 

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

§ 225.41 of the Board’s Regulation Y 

(12 CFR 225.41) to acquire shares of a 

bank or bank holding company. The 

factors that are considered in acting on 

the applications are set forth in 

paragraph 7 of the Act (12 U.S.C. 

1817(j)(7)). 

The public portions of the 

applications listed below, as well as 

other related filings required by the 

Board, if any, are available for 

immediate inspection at the Federal 

Reserve Bank(s) indicated below and at 

the offices of the Board of Governors. 

This information may also be obtained 

on an expedited basis, upon request, by 

contacting the appropriate Federal 

Reserve Bank and from the Board’s 

Freedom of Information Office at 

https://www.federalreserve.gov/foia/ 

request.htm. Interested persons may 

express their views in writing on the 

standards enumerated in paragraph 7 of 

the Act. 

Comments regarding each of these 

applications must be received at the 

Reserve Bank indicated or the offices of 

the Board of Governors, Ann E. 

Misback, Secretary of the Board, 20th 

Street and Constitution Avenue NW, 

Washington, DC 20551–0001, not later 

than August 4, 2021. 

A. Federal Reserve Bank of Chicago 

(Colette A. Fried, Assistant Vice 

President) 230 South LaSalle Street, 

Chicago, Illinois 60690–1414: 

1. The Richard R. Drake Family 

Trust—B, Radcliffe, Iowa; Cynthia A. 

Shirar, Marshalltown, Iowa; Edwin A. 

Drake, West Des Moines, Iowa; and 

Bryan S. Drake, Radcliffe, Iowa; all 

individually and as co-trustees; to join 

the Drake Family Control Group, a 

group acting in concert, to retain voting 

shares of Drake Holding Company, and 

indirectly retain voting shares of 

Security State Bank, both of Radcliffe, 

Iowa. 

Board of Governors of the Federal Reserve 

System, July 15, 2021. 

Michele Taylor Fennell, 

Deputy Associate Secretary of the Board. 

[FR Doc. 2021–15384 Filed 7–19–21; 8:45 am] 

BILLING CODE P 

FEDERAL TRADE COMMISSION 

[File No. 201 0108] 

Seven & i Holdings Co., Ltd.; Analysis 

of Agreement Containing Consent 

Orders To Aid Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement; 

request for comment. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair methods 

of competition. The attached Analysis of 

Proposed Consent Orders to Aid Public 

Comment describes both the allegations 

in the complaint and the terms of the 

consent orders—embodied in the 

consent agreement—that would settle 

these allegations. 

DATES: Comments must be received on 

or before August 19, 2021. 

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: ‘‘Seven & i 

Holdings Co., Ltd.; File No. 201 0108’’ 

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, Suite CC–5610 (Annex D), 

Washington, DC 20580; or deliver your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, Constitution Center, 400 7th 

Street SW, 5th Floor, Suite 5610 (Annex 

D), Washington, DC 20024. 

FOR FURTHER INFORMATION CONTACT: 

Nicholas Bush (202–326–2848), Bureau 

of Competition, Federal Trade 

Commission, 600 Pennsylvania Avenue 

NW, Washington, DC 20580. 

SUPPLEMENTARY INFORMATION: Pursuant 

to Section 6(f) of the Federal Trade 

Commission Act, 15 U.S.C. 46(f), and 

FTC Rule 2.34, 16 CFR 2.34, notice is 

hereby given that the above-captioned 

consent agreement containing a consent 

order to cease and desist, having been 

filed with and accepted, subject to final 

approval, by the Commission, has been 

placed on the public record for a period 

of thirty (30) days. The following 

Analysis of Agreement Containing 

Consent Orders to Aid Public Comment 

describes the terms of the consent 

agreement and the allegations in the 

complaint. An electronic copy of the 

full text of the consent agreement 

package can be obtained from the FTC 


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website at this web address: https://

www.ftc.gov/news-events/commissionactions. 

You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before August 19, 2021. Write ‘‘Seven & 

i Holdings, Ltd.; File No. 201 0108’’ 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. 

Due to protective actions in response 

to the COVID–19 pandemic and 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 ‘‘Seven & i Holdings, Ltd.; 

File No. 201 0108’’ on your comment 

and on the envelope, and mail your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, 600 Pennsylvania Avenue 

NW, Suite CC–5610 (Annex D), 

Washington, DC 20580; or deliver your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, Constitution Center, 400 7th 

Street SW, 5th Floor, Suite 5610 (Annex 

D), Washington, DC 20024. If possible, 

submit your paper comment to the 

Commission by courier or overnight 

service. 

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 http://

www.ftc.gov to read this Notice 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 August 19, 2021. 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. 

Analysis of Agreement Containing 

Consent Orders To Aid Public Comment 

I. Introduction 

The Federal Trade Commission 

(‘‘Commission’’) has accepted for public 

comment, subject to final approval, an 

Agreement Containing Consent Orders 

(‘‘Consent Agreement’’) from Seven & i 

Holdings Co., Ltd., a Japanese company, 

7-Eleven, Inc., the U.S. subsidiary, 

(collectively, ‘‘7-Eleven’’) and Marathon 

Petroleum Corporation (‘‘Marathon’’) 

(collectively, the ‘‘Respondents’’). The 

Consent Agreement is designed to 

remedy the anticompetitive effects that 

likely are resulting from 7-Eleven’s 

consummated acquisition of Marathon’s 

wholly-owned subsidiary Speedway 

LLC (‘‘Speedway’’). The Commission 

also issued the Order to Maintain Assets 

included in the Consent Agreement. 

Pursuant to Commission Rules of 

Practice, a consent agreement was 

proposed prior to Respondents’ 

consummation of the transaction, but 

the Commission had not accepted the 

proposal because a majority did not find 

certain provisions in the proposal 

sufficient to fully resolve competitive 

concerns stemming from the 

transaction. 7-Eleven closed on the 

acquisition on May 14, 2021 with full 

knowledge the acquisition was in 

violation of Section 7 of the Clayton Act 

and Section 5 of the FTC Act. 

Respondents subsequently agreed to a 

revised proposed Decision and Order 

(‘‘Order’’), described herein, that 

restores competition lost from the 

transaction. Under the terms of the 

Order included in the Consent 

Agreement, 7-Eleven must divest to 

Commission-approved Buyers certain 

Speedway retail fuel outlets and related 

assets in 291 local markets, and certain 

7-Eleven retail fuel outlets and related 

assets in 2 local markets, across 20 

states. The Order requires the 

divestitures to take place no later than 

180 days after May 14, 2021, the day 7- 

Eleven closed on its acquisition of 

Marathon’s assets. The Commission 

prefers divestitures to upfront buyers 

that occur close in time with the closing 

of the main transaction, but Commission 

orders will allow for a longer divestiture 

period when specific, demonstrable 

circumstances warrant. In this matter, 

the Commission recognizes that the 

particular logistical and regulatory 

requirements of transferring 293 stations 

across 20 states necessitates a longer 

process of rolling divestitures to three 

Buyers. To ensure that as many 

divestitures happen as quickly as 

possible, the Order requires that 7- 

Eleven divests the outlets to the Buyers 

based on the Buyer-approved divestiture 

schedules incorporated into the Order, 

and that 7-Eleven meets specific 

divestiture benchmarks at 90, 120, and 

150 days. 

The Order to Maintain Assets requires 

Respondents to operate and maintain 

each divestiture outlet in the normal 

course of business through the date the 

Commission-approved Buyer acquires 

the outlet. In addition, the Order and 

Order to Maintain Assets require that 

until 7-Eleven divests the outlets, it 

must maintain separate retail fuel 

pricing teams and keep information 

related to pricing decisions for the 

divestiture outlets separate from the 

retail fuel pricing for 7-Eleven’s other 

outlets. 

The Order also prohibits 7-Eleven 

from enforcing noncompete provisions 

in its franchise agreements against 

current franchisees or others who might 

seek employment at the divestiture 

outlets. This provision reduces the 

likelihood any 7-Eleven noncompete 

provisions will have a chilling effect on 


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franchisees or others in seeking 

employment or doing business with the 

divestiture outlets. Given that 7-Eleven 

consummated an illegal transaction, 

expressly safeguarding the Buyers’ 

access to essential employees or 

business partners is particularly 

necessary to protect the effectiveness of 

the divestitures. 

The Commission has placed the 

Consent Agreement on the public record 

for 30 days to solicit comments from 

interested persons. Comments received 

during this period will become part of 

the public record. After 30 days, the 

Commission will review the comments 

received and decide whether it should 

withdraw, modify, or make the Order 

final. 

II. The Respondents 

Seven & i Holdings Co., Ltd., a 

publicly-traded company headquartered 

in Tokyo, Japan, owns and operates 

convenience stores and retail fuel 

outlets worldwide under the 7-Eleven 

brand. 7-Eleven, Inc. owns, operates, 

and franchises approximately 9,000 

stores in the United States, making it the 

largest convenience store chain in the 

country. Roughly 46 percent of 7- 

Eleven’s stores offer fuel. 7-Eleven’s 

revenue in 2020 totaled over $20 billion, 

with fuel sales accounting for over $13 

billion. 

Marathon, a publicly-traded company 

headquartered in Findlay, Ohio, 

operates a vertically-integrated refining, 

marketing, retail, and transportation 

system for petroleum and petroleum 

products. Marathon is the largest U.S. 

refiner, with approximately 2.9 million 

barrels per day of crude oil refining 

capacity. In 2020, Marathon’s revenues 

totaled over $69 billion. Marathon’s 

former wholly-owned subsidiary, 

Speedway, controls and sets retail fuel 

pricing at 3,898 retail transportation fuel 

and convenience stores across the 

United States, making it the third-largest 

domestic chain of company-owned and 

-operated retail fuel outlets and 

convenience stores. Speedway’s 2020 

retail business revenues totaled over $19 

billion, with sales of nearly 6 billion 

gallons of gasoline and diesel in 2019. 

III. The Transaction 

Pursuant to an Asset Purchase 

Agreement dated August 2, 2020, 7- 

Eleven acquired substantially all of 

Marathon’s Speedway retail assets for 

approximately $21 billion, subject to 

adjustments (the ‘‘Transaction’’). 7- 

Eleven and Marathon also entered into 

a 15-year agreement under which 

Marathon will supply and transport fuel 

to the Speedway business, with a base 

volume of 7.7 billion gallons per year of 

gasoline and diesel. 

The Commission’s Complaint alleges 

the Transaction violates Section 7 of the 

Clayton Act, as amended, 15 U.S.C. 18, 

and Section 5 of the Federal Trade 

Commission Act, as amended, 15 U.S.C. 

45, by substantially lessening 

competition for the retail sale of 

gasoline and/or the retail sale of diesel 

in 293 local markets across 20 states. 

IV. The Retail Sale of Gasoline and 

Diesel 

The Commission’s Complaint alleges 

that relevant product markets in which 

to analyze the Transaction are the retail 

sale of gasoline and the retail sale of 

diesel. Consumers require gasoline for 

their gasoline-powered vehicles and can 

purchase gasoline only at retail fuel 

outlets. Likewise, consumers require 

diesel for their diesel-powered vehicles 

and can purchase diesel only at retail 

fuel outlets. The retail sale of gasoline 

and the retail sale of diesel constitute 

separate relevant markets because the 

two are not interchangeable. Vehicles 

that run on gasoline cannot run on 

diesel and vehicles that run on diesel 

cannot run on gasoline. 

The Commission’s Complaint alleges 

293 local relevant geographic markets in 

which to assess the competitive effects 

of the Transaction within the following 

states: Arizona; California; Florida; 

Illinois; Indiana; Kentucky; 

Massachusetts; Michigan; North 

Carolina; New Hampshire; Nevada; New 

York; Ohio; Pennsylvania; Rhode Island; 

South Carolina; Tennessee; Utah; 

Virginia; and West Virginia. 

The geographic markets for retail 

gasoline and retail diesel are highly 

localized, depending on the unique 

circumstances of each area. Each 

relevant market is distinct and factdependent, reflecting many 

considerations, including commuting 

patterns, traffic flows, and outlet 

characteristics. Consumers typically 

choose between nearby retail fuel 

outlets with similar characteristics along 

their planned routes. The geographic 

markets for the retail sale of diesel are 

similar to the corresponding geographic 

markets for retail gasoline, as many 

diesel consumers exhibit preferences 

and behaviors similar to those of 

gasoline consumers. 

The Transaction substantially lessens 

competition in each of these local 

markets, resulting in 264 highly 

concentrated markets for the retail sale 

of gasoline and 153 highly concentrated 

markets for the retail sale of diesel fuel, 

with many of the 293 markets 

presenting concerns for both products. 

Retail fuel outlets compete on price, 

store format, product offerings, and 

location, and pay close attention to 

competitors in close proximity, on 

similar traffic flows, and with similar 

store characteristics. In each of the local 

gasoline and diesel retail markets, the 

Transaction reduces the number of 

competitively constraining independent 

market participants to three or fewer. 7- 

Eleven will be able to raise prices 

unilaterally in markets where 7-Eleven 

and Speedway are close competitors. 

Absent the Transaction, 7-Eleven and 

Speedway would have continued to 

compete head to head in these local 

markets. 

Moreover, the Transaction enhances 

the incentives for interdependent 

behavior in local markets where, 

including 7-Eleven, only two or three 

competitively constraining independent 

market participants remain. Two aspects 

of the retail fuel industry make it 

vulnerable to such coordination. First, 

retail fuel outlets post their fuel prices 

on price signs that are visible from the 

street, allowing competitors easily to 

observe each other’s fuel prices. Second, 

retail fuel outlets regularly track their 

competitors’ fuel prices and change 

their own prices in response. These 

repeated interactions give retail fuel 

outlets familiarity with how their 

competitors price and how changing 

prices affect fuel sales. 

Entry into each relevant market will 

not be timely, likely, or sufficient to 

deter or counteract the anticompetitive 

effects arising from the Transaction. 

Significant entry barriers include the 

availability of attractive real estate, the 

time and cost associated with 

constructing a new retail fuel outlet, and 

the time associated with obtaining 

necessary permits and approvals. 

V. The Order 

The Order remedies the Transaction’s 

likely anticompetitive effects by 

requiring 7-Eleven to divest Speedway 

retail fuel outlets in 291 local markets, 

and 7-Eleven retail fuel outlets in 2 local 

markets, in three separate packages, to 

CrossAmerica Partners LP (‘‘CAPL’’), 

Jacksons Food Stores, Inc. (‘‘Jacksons’’), 

and Anabi Oil Corporation (‘‘Anabi’’) 

(collectively, the ‘‘Buyers’’). 

CAPL is a publicly-traded master 

limited partnership and a wholesale 

supplier of motor fuels, a convenience 

store operator, and an owner and lessor 

of real estate used in the retail 

distribution of motor fuels. CAPL 

distributes branded and unbranded fuel 

to approximately 1,800 locations and 

owns or leases approximately 1,100 

sites, including 150 company-operated 

sites. 


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In 2020, the Commission fined 

Alimentation Couche-Tard Inc. (‘‘ACT’’) 

and its then-affiliate CAPL $3.5 million 

to settle allegations that the companies 

violated a 2018 Commission order 

requiring divestitures of 10 retail fuel 

outlets related to ACT’s acquisition of 

Holiday Companies. ACT controlled 

CAPL’s general partner when the 

alleged order violation occurred and 

agreed to divest a package of retail fuel 

outlets that were part of CAPL’s retail 

network to resolve the Commission’s 

concerns. The alleged order violation 

resulted from, among other things, 

ACT’s failure to divest the CAPL outlets 

by the Commission-imposed deadline. 

The alleged violation does not 

disqualify CAPL from consideration as 

an acceptable buyer in this instance. 

CAPL has not been affiliated with ACT 

in any way since November 2019, when 

Mr. Joseph V. Topper, Jr. and his 

organization, the Topper Group, 

acquired the controlling interest in 

CAPL’s general partner from ACT, and 

thereby severed completely CAPL’s 

affiliation with ACT. CAPL has since 

revamped its management. Mr. Topper 

now serves as CAPL’s chairman of the 

board, and he and his organization have 

the ability to appoint all members of 

CAPL’s board as well as control CAPL’s 

operations and activities. Moreover, 

prior to Mr. Topper acquiring control of 

CAPL, ACT agreed to indemnify CAPL 

for penalties and legal costs associated 

with the alleged order violation. 

The two other Buyers are Jacksons 

and Anabi. Jacksons is a privately-held 

corporation that controls a chain of over 

230 Chevron-, Shell-, and Texacobranded retail fuel locations in six 

western states. Jacksons also is a joint 

venture partner in Jackson Energy, a 

wholesale fuel supply company that 

distributes gasoline and diesel fuel to 

retail fuel outlets in the western United 

States. Anabi, a privately-owned and 

operated retail fuel supplier, is one of 

the largest Shell-branded distributors in 

California and controls retail fuel 

locations in California, Nevada, and 

Alaska. The Commission is satisfied that 

the Buyers present no competitive 

problems in markets where they will 

acquire divested assets and are 

otherwise qualified to acquire and 

operate the assets in their respective 

divestiture packages. 

The Order requires 7-Eleven to divest: 

(a) 105 Speedway retail fuel outlets and 

a single 7-Eleven retail fuel outlet to 

CAPL; (b) 63 Speedway retail fuel 

outlets to Jacksons; and (c) 123 

Speedway retail fuel outlets and a single 

7-Eleven retail fuel outlet to Anabi. To 

ensure that 7-Eleven is incentivized to 

complete all of the divestitures in an 

expedient manner, the Order requires 7- 

Eleven to: (1) Divest on Buyer-approved 

divestiture schedules, and (2) divest no 

fewer than a certain number of outlets 

at certain points within the 180 day 

divestiture period. 

Specifically, Paragraph II.A of the 

Order requires Respondents to divest 

pursuant to the Buyer-approved 

divestiture schedules. Under Paragraph 

XI.A.1 of the Order, 7-Eleven is required 

to submit to the Commission the Buyerapproved divestiture schedules— 

identifying the divestiture date for each 

location—within 60 days after May 14. 

The Buyers will control the divestiture 

schedules, and those schedules are 

enforceable by the Commission against 

7-Eleven. The Order also requires 7- 

Eleven to meet certain divestiture 

benchmarks—with no fewer than 20 

percent of each package divested within 

90 days, an additional 20 percent of 

each package divested within 120 days, 

and an additional 20 percent of each 

package divested within 150 days of the 

main Transaction closing. 7-Eleven will 

have to complete all of the divestitures 

within 180 days. Taken together, this 

divestiture process will incentivize 7- 

Eleven to complete the divestitures in a 

timely and expeditious manner, and 

give the Commission close oversight 

into the divestiture schedules. 

The Order contains additional 

provisions designed to ensure the 

effectiveness of the relief, and to prevent 

7-Eleven from having access to critical 

competitive information regarding the 

divestiture outlets. The Order requires 

7-Eleven and Marathon to maintain the 

economic viability, marketability, and 

competitiveness of each divestiture 

asset until the divestitures are complete. 

Also, the Order requires Respondents to 

designate an Asset Maintenance 

Manager to oversee operations of the 

divestiture assets to ensure the 

Respondents maintain the divestiture 

assets’ full economic viability, 

marketability, and competitiveness until 

the divestitures are completed and to 

help facilitate the transfer of the 

divestiture assets to the Buyers. 

Additionally, the Order requires the 

Respondents to establish a divestiture 

pricing team that will handle retail fuel 

pricing at the divestiture outlets, and to 

prevent access and disclosure of that 

pricing information to anyone other 

than the divestiture pricing team. The 

Asset Maintenance Manager will 

oversee the divestiture pricing team to 

ensure that confidential pricing 

information is not shared with other 

employees at 7-Eleven who may price 

retail fuel at competing stations. The 

Order requires the Respondents to 

institute information technology 

procedures, authorizations, protocols, 

and any other controls necessary to 

prevent unauthorized disclosure or 

access of information to or from the 

divestiture pricing team. Finally, the 

Order appoints The Claro Group as an 

independent third-party Monitor to 

oversee the Respondents’ compliance 

with the requirements of the Order and 

to oversee the Asset Maintenance 

Manager. 

The Order also contains provisions 

regarding Respondents’ employees and 

franchisees, designed to protect the 

viability of the divestiture assets. 

Section V contains provisions to ensure 

that the Buyers face no impediments in 

hiring employees necessary to operate 

the divestiture assets as competitively as 

Speedway operated them before the 

Transaction. Paragraph V.E prohibits 7- 

Eleven from enforcing noncompete 

provisions against current franchisees or 

others who might seek employment at 

the divestiture outlets. This provision 

reduces the likelihood that the 

noncompete provisions will have a 

chilling effect on franchisees or others 

in seeking employment or doing 

business with the divestiture outlets. 

Given that 7-Eleven has consummated 

an illegal transaction, expressly 

safeguarding the Buyers’ access to 

essential employees or business partners 

is particularly necessary to protect the 

effectiveness of the divestitures. 

In addition to requiring retail fuel 

outlet divestitures, the Order also 

requires 7-Eleven, for a period of five 

years, to obtain prior Commission 

approval before purchasing any of the 

divested outlets, and for a period of ten 

years, to provide the Commission prior 

notice of future acquisitions of the 

divested outlets and of Commissionidentified retail fuel outlets located in 

the 293 local markets at issue and three 

additional markets. These three 

additional markets raised concerns that 

are addressed by Speedway’s near-term 

exit from the markets for reasons 

outside its control. The prior notice 

provision is necessary because an 

acquisition in close proximity to 

divested assets likely would raise the 

same competitive concerns as the 

Transaction and may fall below the 

Hart-Scott-Rodino Act premerger 

notification thresholds. 

The purpose of this analysis is to 

facilitate public comment on the Order, 

and the Commission does not intend 

this analysis to constitute an official 

interpretation of the Order or to modify 

its terms in any way. The Offices of the 

California and Florida Attorneys 

General participated in both the 

investigation and the consent process. 


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1See, e.g., Press Release, Fed. Trade Comm’n, 

FTC Requires Divestitures as Condition of 7-Eleven, 

Inc. Parent Company’s $3.3 Billion Acquisition of 

Nearly 1,100 Retail Fuel Outlets from Competitor 

Sunoco (Jan. 18, 2020), https://www.ftc.gov/newsevents/press-releases/2018/01/ftc-requiresdivestitures-condition-7-eleven-inc-parentcompanys (requiring the parties divest 26 stations 

over the course of 90 days); Press Release, Fed. 

Trade Comm’n, FTC Approves Final Order 

Imposing Conditions on Arko Holdings Ltd.’s 

Acquisition of Empire Petroleum Partners, LLC 

(Oct. 7, 2020), https://www.ftc.gov/news-events/ 

press-releases/2020/10/ftc-approves-final-orderimposing-conditions-arko-holdings-ltds (ordering 

divestiture of 7 stations over the course of 20 days); 

Press Release, Fed. Trade Comm’n, FTC Approves 

Final Order Imposing Conditions on Tri Star 

Energy, LLC’s Acquisition of Certain Assets of 

Hollingsworth Oil Company, Inc., C & H Properties, 

and Ronald L. Hollingsworth (Aug. 14, 2020), 

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

2020/08/ftc-approves-final-order-imposingconditions-tri-star-energy (ordering divestiture of 2 

stations over the course of 10 days); but see Press 

Release, Fed. Trade Comm’n, FTC Requires Retail 

Fuel Station and Convenience Store Operator 

Alimentation Couche-Tard Inc. and its affiliate 

CrossAmerica Partners LP to Divest 10 Fuel Stations 

in Minnesota and Wisconsin as a Condition of 

Acquiring Holiday Companies (Dec. 15, 2017), 

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

2017/12/ftc-requires-retail-fuel-stationconvenience-store-operator (allowing 120 days to 

find a buyer for and divest 10 stations; the 

Commission later alleged the parties violated the 

divestiture order, and the parties agreed to pay a 

$3.5 million civil penalty to the FTC to settle those 

allegations). 

2See Statement of Commissioners Rohit Chopra 

and Rebecca Kelly Slaughter in the Matter of DTE 

Energy/Generation Pipeline, Fed. Trade Comm’n 

(Sept. 12, 2019), https://www.ftc.gov/system/files/ 

documents/public_statements/1544138/joint_

statement_of_chopra_and_slaughter_dte_energygeneration_pipeline_9-13-19.pdf; Press Release, 

Fed. Trade Comm’n, FTC Approves Final Order 

Imposing Conditions on Merger of Air Medical 

Group Holdings, Inc. and AMR Holdco, Inc. (May 

3, 2018), https://www.ftc.gov/news-events/pressreleases/2018/05/ftc-approves-final-order-imposingconditions-merger-air-medical (divestiture of air 

ambulance services in Hawaii). 

3See Press Release, Fed. Trade Comm’n, FTC 

Releases Staff Study Examining Commission Merger 

Remedies between 2006 and 2012 (Feb. 3, 2017), 

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

2017/02/ftc-releases-staff-study-examiningcommission-merger-remedies; Fed. Trade Comm’n, 

A Study of the Commission’s Divestiture Process 

(1999), https://www.ftc.gov/sites/default/files/ 

documents/reports/study-commissions-divestitureprocess/divestiture_0.pdf. 

1See Statement of Commissioners Noah Joshua 

Phillips & Christine S. Wilson, Seven & i Holdings 

Co., Ltd./Marathon Petroleum Corp., FTC File No. 

201–0108 (May 14, 2021), https://www.ftc.gov/ 

system/files/documents/publicstatements/1590067/ 

2010108sevenmarathonphillipswilson

statement.pdf. 

By direction of the Commission, Chair Lina 

Khan not participating. 

April J. Tabor, 

Secretary. 

Joint Concurring Statement of 

Commissioners Rebecca Kelly 

Slaughter and Rohit Chopra 

Today, the Commission accepted for 

public comment an order that would 

resolve competitive concerns raised by 

the illegal acquisition of a Marathon 

Petroleum subsidiary by Seven & i 

Holdings (collectively ‘‘7-Eleven’’). The 

approximately $21 billion deal involved 

nearly 4,000 retail fuel and convenience 

store locations. On May 14, 2021, the 

parties consummated the deal, despite 

knowing that the Commission had 

outstanding—but resolvable—concerns 

about the transaction and about the 

parties’ proposal to resolve those 

concerns at the time. The agreement to 

merge and the decision to consummate 

substantially lessened competition in 

293 local geographic markets across 

twenty states, in violation of Section 5 

of the FTC Act and Section 7 of the 

Clayton Act. While Commission staff 

had worked diligently to resolve the 

competitive concerns raised by the 

transaction, negotiating hundreds of 

divestitures to three different buyers, 

the parties had not reached a settlement 

that the Commission could accept when 

they closed. 

The job of the Commission is to 

pursue the correct outcome in cases, not 

the expedient one. Here, it was 

important to take the few extra weeks 

necessary to ensure that the resolution 

would effectively preserve competition 

and that any risk would be borne by the 

parties, not by consumers, workers, and 

other market participants. Today’s 

settlement achieves that in a few key 

ways. 

First, the order holds 7-Eleven 

accountable for executing divestitures 

quickly and efficiently. The 

Commission’s general preference is for 

divestitures to happen as close in time 

to the transaction as is practicable in 

order to protect competition.1 Here, 

given the scope and complexity of the 

required divestitures, a longer end date 

is justified, provided the divestitures 

happen on an ongoing basis. Today’s 

proposal includes provisions with 

rolling divestiture timelines, 

benchmarked at 90, 120, and 150 days, 

and completed within 180 days from 

May 14, 2021—the date of the illegal 

merger. If 7-Eleven fails to follow these 

benchmarks and the buyers’ schedules, 

7-Eleven will be in violation of today’s 

proposed order. 

Second, 7-Eleven will be prohibited 

from enforcing noncompete provisions 

against current franchisees or others 

who might seek employment at the 

divestiture outlets. Noncompete 

provisions generally prevent workers 

and small business franchises from 

fairly bargaining for employment and 

opportunity. In this instance, they could 

also prevent divestiture buyers from 

accessing the talent that could best 

facilitate their ability to restore 

competition in the relevant markets. 

The prohibition in the order is 

consistent with prior Commission 

action,2 but is especially important in 

this case, given that 7-Eleven 

consummated an illegal transaction. 

Expressly safeguarding the buyers’ 

access to essential employees or 

business partners is particularly 

necessary to protect the effectiveness of 

the divestitures. 

The terms of this order are wellgrounded in Commission precedent and 

reflect learned experience from past 

orders. The Commission’s past 

experiences show that divestitures that 

are not carefully constructed end up 

failing to adequately protect consumers, 

workers, and competition.3 It is 

disturbing that 7-Eleven failed to resolve 

these matters before consummating their 

illegal transaction. Typically, merging 

parties will wait for the Commission to 

accept an order for public comment 

before closing on their transaction. Here, 

the transaction involved billions of 

dollars in thousands of unique 

geographic markets across the United 

States; when parties propose 

transactions this large and complex, 

with obvious violations of the law, they 

must accept that proper review may take 

time. Notwithstanding that scope, in 

this case, Commission staff conducted 

an extensive investigation, identified 

overlaps, vetted divestiture buyers, and 

negotiated terms of divestitures with the 

parties—all in a matter of months. 

Working through the remaining 

concerns at the Commission level would 

not have been and was not timeconsuming. 

7-Eleven chose to close under a cloud 

of legal uncertainty rather than to 

resolve its issues with the Commission; 

it learned that this Commission will not 

be dared into accepting settlements we 

do not find adequate. We hope other 

parties will learn that working 

constructively with the Commission— 

rather than consummating an illegal 

merger—is a more effective and 

responsible path. 

Statement of Commissioners Noah 

Joshua Phillips and Christine S. Wilson 

Today, the Federal Trade Commission 

has accepted for public comment a 

consent agreement resolving all 

competition concerns presented by 

Seven & i Holdings Co.’s acquisition of 

nearly 4,000 gas stations from Marathon 

Petroleum Corporation. A settlement in 

this matter is long overdue. As we noted 

in our statement of May 14, 2021,1 the 

day on which the parties consummated 

their transaction, the Commission had 


khammond on DSKJM1Z7X2PROD with NOTICES
38348 Federal Register / Vol. 86, No. 136 / Tuesday, July 20, 2021 / Notices 

2 Indeed, the settlement before the Commission 

on May 14 required the divestiture of 293 fuel 

outlets, see Press Release, 7-Eleven Inc., Response 

to FTC Commissioner Statement (May 14, 2021), 

https://corp.7-eleven.com/corppress-releases/05-14- 

2021-7-eleven-inc-response-to-ftc-commissionerstatement; and the settlement unanimously 

accepted by the Commission today similarly 

requires the divestiture of 293 fuel outlets. 

Commissioners Slaughter and Chopra highlight the 

order provision that prohibits Seven & i’s subsidiary 

7-Eleven from enforcing noncompete provisions 

against current franchisees or others who might 

seek employment at the divestiture outlets. This 

narrow provision is consistent with previous 

Commission orders that impose conditions to 

ensure that divested assets have access to the 

employees necessary to ensure the success of the 

divestiture. 

3Statement of Commissioners Noah Joshua 

Phillips & Christine S. Wilson, supra note 1; Press 

Release, 7-Eleven, Inc., supra note 2. 

ample opportunity to act before the 

parties merged.2

To the extent the Analysis to Aid 

Public Comment or other statements 

issued suggest that Seven & i Holdings 

or its U.S. subsidiary 7-Eleven Inc. acted 

in bad faith, the public is free to read 

our earlier statement and Seven & i 

Holding’s side of the story,3 the veracity 

of which no commissioner has disputed 

in the month since they were issued. 

Those accounts paint a different, and 

regrettable, picture of what happened. 

We thank our staff for their diligence, 

professionalism, and responsiveness 

throughout this process; the 

Commission’s failures here are in no 

way a reflection of their efforts. 

[FR Doc. 2021–15350 Filed 7–19–21; 8:45 am] 

BILLING CODE 6750–01–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

National Institutes of Health 

National Institute of Neurological 

Disorders and Stroke; Notice of Closed 

Meeting 

Pursuant to section 10(d) of the 

Federal Advisory Committee Act, as 

amended, notice is hereby given of the 

following meeting. 

The meeting will be closed to the 

public in accordance with the 

provisions set forth in sections 

552b(c)(4) and 552b(c)(6), Title 5 U.S.C., 

as amended. The grant applications and 

the discussions could disclose 

confidential trade secrets or commercial 

property such as patentable material, 

and personal information concerning 

individuals associated with the grant 

applications, the disclosure of which 

would constitute a clearly unwarranted 

invasion of personal privacy. 

Name of Committee: National Institute of 

Neurological Disorders and Stroke Special 

Emphasis Panel; Accelerating Medicine 

Partnership in Parkinson’s Disease (AMP 

PD). 

Date: July 30, 2021. 

Time: 10:00 a.m. to 6:00 p.m. 

Agenda: To review and evaluate grant 

applications. 

Place: National Institutes of Health, 

Neuroscience Center, 6001 Executive 

Boulevard, Rockville, MD 20852 (Virtual 

Meeting). 

Contact Person: Mirela Milescu, Ph.D., 

Scientific Review Officer, Scientific Review 

Branch, Division of Extramural Activities, 

NINDS/NIH, NSC, 6001 Executive Blvd., 

Suite 3208, MSC 9529, Rockville, MD 20852, 

mirela.milescu@nih.gov. 

This notice is being published less than 15 

days prior to the meeting due to the timing 

limitations imposed by the review and 

funding cycle. 

(Catalogue of Federal Domestic Assistance 

Program Nos. 93.853, Clinical Research 

Related to Neurological Disorders; 93.854, 

Biological Basis Research in the 

Neurosciences, National Institutes of Health, 

HHS) 

Dated: July 15, 2021. 

David W. Freeman, 

Program Analyst, Office of Federal Advisory 

Committee Policy. 

[FR Doc. 2021–15367 Filed 7–19–21; 8:45 am] 

BILLING CODE 4140–01–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

National Institutes of Health 

Center for Scientific Review; Notice of 

Closed Meeting 

Pursuant to section 10(d) of the 

Federal Advisory Committee Act, as 

amended, notice is hereby given of the 

following meeting. 

The meeting will be closed to the 

public in accordance with the 

provisions set forth in sections 

552b(c)(4) and 552b(c)(6), Title 5 U.S.C., 

as amended. The grant applications and 

the discussions could disclose 

confidential trade secrets or commercial 

property such as patentable material, 

and personal information concerning 

individuals associated with the grant 

applications, the disclosure of which 

would constitute a clearly unwarranted 

invasion of personal privacy. 

Name of Committee: Center for Scientific 

Review Special Emphasis Panel; Member 

Conflict: Vascular and Hematology. 

Date: August 23, 2021. 

Time: 2:00 p.m. to 5:00 p.m. 

Agenda: To review and evaluate grant 

applications. 

Place: National Institutes of Health, 

Rockledge II, 6701 Rockledge Drive, 

Bethesda, MD 20892, (Virtual Meeting). 

Contact Person: Larry Pinkus, Ph.D. 

Scientific Review Officer, Center for 

Scientific Review, National Institutes of 

Health, 6701 Rockledge Drive, Room 4132, 

MSC 7802 Bethesda, MD 20892, (301) 435– 

1214, pinkusl@csr.nih.gov. 

(Catalogue of Federal Domestic Assistance 

Program Nos. 93.306, Comparative Medicine; 

93.333, Clinical Research, 93.306, 93.333, 

93.337, 93.393–93.396, 93.837–93.844, 

93.846–93.878, 93.892, 93.893, National 

Institutes of Health, HHS) 

Dated: July 14, 2021. 

Miguelina Perez, 

Program Analyst, Office of Federal Advisory 

Committee Policy. 

[FR Doc. 2021–15329 Filed 7–19–21; 8:45 am] 

BILLING CODE 4140–01–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

National Institutes of Health 

National Institute of Allergy and 

Infectious Diseases; Notice of Closed 

Meeting 

Pursuant to section 10(d) of the 

Federal Advisory Committee Act, as 

amended, notice is hereby given of the 

following meeting. 

The meeting will be closed to the 

public in accordance with the 

provisions set forth in sections 

552b(c)(4) and 552b(c)(6), Title 5 U.S.C., 

as amended. The grant applications and 

the discussions could disclose 

confidential trade secrets or commercial 

property such as patentable material, 

and personal information concerning 

individuals associated with the grant 

applications, the disclosure of which 

would constitute a clearly unwarranted 

invasion of personal privacy. 

Name of Committee: National Institute of 

Allergy and Infectious Diseases Special 

Emphasis Panel; NIAID Clinical Trial 

Planning Grant (R34 Clinical Trials Not 

Allowed) and NIAID Clinical Trial 

Implementation Cooperative Agreement (U01 

Clinical Trial Required). 

Date: August 16, 2021. 

Time: 1:00 p.m. to 5:00 p.m. 

Agenda: To review and evaluate grant 

applications. 

Place: National Institute of Allergy and 

Infectious Diseases, National Institutes of 

Health, 5601 Fishers Lane, Room 3G58, 

Rockville, MD 20892 (Virtual Meeting). 

Contact Person: Anuja Mathew, Ph.D., 

Scientific Review Officer, Scientific Review 

Program, Division of Extramural Activities, 

National Institute of Allergy and Infectious 

Diseases, National Institutes of Health, 5601 

Fishers Lane, Room 3G58, Rockville, MD 

20852, 301–761–6911, anuja.mathew@

nih.gov. 

(Catalogue of Federal Domestic Assistance 

Program Nos. 93.855, Allergy, Immunology, 

and Transplantation Research; 93.856, 

Microbiology and Infectious Diseases 

Research, National Institutes of Health, HHS) 


khammond on DSKJM1Z7X2PROD with NOTICES