Federal Register / Vol. 87, No. 122 / Monday, June 27, 2022 / Notices 38153 

increased burden to state applicants, 

since the required elements of a state’s 

application are defined by regulation 

and have not been changed. However, 

increased burden is anticipated for EPA 

due to the inclusion of a cost analysis 

for applications submitted under CWA 

Section 312(f)(3). EPA does not 

anticipate that the expected number of 

applications will change if this draft 

updated guidance is finalized, since 

preparation and submission of an 

application is entirely voluntary and 

driven by the state applicant’s need to 

protect some or all of the state’s waters 

from vessel sewage discharges. 

EPA is currently in the process of 

requesting a renewal for this 

information collection. If finalization of 

this draft updated guidance results in a 

change to paperwork burden, EPA will 

revise the Information Collection 

Request. 

V. Request for Comment 

EPA is seeking public comment on 

both the draft updated guidance 

document and the associated draft cost 

tool. While EPA welcomes information 

and comments on all issues related to 

the guidance, this Notice requests 

specific comment, relevant information, 

or data on the following topics, as 

appropriate: (1) the types and 

availability of data and information 

being requested from state applicants, 

(2) whether additional clarifications are 

needed in any of the state application 

sections, (3) the appropriateness, use, 

and accuracy of default values and 

assumptions used in the draft cost tool, 

and (4) how frequently the agency 

should update the default values used 

in the draft cost tool. 

The draft updated guidance document 

and draft cost tool are available for 

review in EPA’s docket and on EPA’s 

website at https://www.epa.gov/vesselsmarinas-and-ports/guidance-vesselsewage-no-discharge-zone-applications. 

Benita Best-Wong, 

Deputy Assistant Administrator. 

[FR Doc. 2022–13657 Filed 6–24–22; 8:45 am] 

BILLING CODE 6560–50–P 

FEDERAL TRADE COMMISSION 

[File No. 211 0140] 

JAB/SAGE Veterinary; 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 July 27, 2022. 

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: ‘‘JAB/SAGE 

Veterinary; File No. 211 0140’’ on your 

comment and file your comment online 

at https://www.regulations.gov by 

following the instructions on the webbased 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. 

FOR FURTHER INFORMATION CONTACT: 

Mike Barnett (202–326–2362), Bureau of 

Competition, Federal Trade 

Commission, 400 7th Street SW, 

Washington, DC 20024. 

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 

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 July 27, 2022. Write ‘‘JAB/SAGE 

Veterinary; File No. 211 0140’’ 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 https://

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 delayed. We 

strongly encourage you to submit your 

comments online through the https://

www.regulations.gov website. 

If you prefer to file your comment on 

paper, write ‘‘JAB/SAGE Veterinary; 

File No. 211 0140’’ 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. 

Because your comment will be placed 

on the publicly accessible website at 

https://www.regulations.gov, you are 

solely responsible for making sure your 

comment does not include any sensitive 

or confidential information. In 

particular, your comment should not 

include 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 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 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 https://

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 


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38154 Federal Register / Vol. 87, No. 122 / Monday, June 27, 2022 / Notices 

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 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 it receives on or before 

July 27, 2022. For information on the 

Commission’s privacy policy, including 

routine uses permitted by the Privacy 

Act, see https://www.ftc.gov/siteinformation/privacy-policy. 

Analysis of Agreement Containing 

Consent Orders To Aid Public Comment 

I. Introduction 

The Federal Trade Commission 

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

final approval, an Agreement 

Containing Consent Orders (‘‘Consent 

Agreement’’) with JAB Consumer 

Partners SCA SICAR (‘‘JAB’’), the owner 

of Compassion-First Pet Hospitals and 

NVA Parent Inc. (collectively, 

‘‘Compassion-First/NVA’’), and SAGE 

Veterinary Partners, LLC (‘‘SAGE’’), 

which is designed to remedy the 

anticompetitive effects that would result 

from Compassion First/NVA’s proposed 

acquisition of SAGE. 

Pursuant to an Equity Purchase 

Agreement dated June 14, 2021, 

Compassion-First/NVA proposes to 

acquire SAGE for approximately $1.1 

billion (the ‘‘Acquisition’’). Both parties 

provide specialty and emergency 

veterinary services in clinics located in 

the United States. The Commission 

alleges in its Complaint that the 

Acquisition, if consummated, would 

violate Section 7 of the Clayton Act, as 

amended, 15 U.S.C. 8, and Section 5 of 

the Federal Trade Commission Act, as 

amended, 15 U.S.C. 45, by lessening 

competition in the markets for certain 

specialty and emergency veterinary 

services in three different localities in 

the United States. The Consent 

Agreement, which contains the 

proposed Decision and Order (‘‘D&O’’) 

and Order to Maintain Assets, will 

remedy the alleged violations by 

preserving the competition that would 

otherwise be eliminated by the 

Acquisition. Specifically, under the 

terms of the D&O, Compassion-First/ 

NVA is required to divest six clinics to 

United Veterinary Care, LLC (‘‘UVC’’), 

an operator of specialty and emergency 

veterinary clinics elsewhere in the 

country. In order to protect robust future 

competition in markets trending 

towards increased consolidation, 

including due to acquisitions by JAB 

that may or may not be reportable under 

the Hart-Scott-Rodino Premerger 

Notification Act (‘‘HSR’’), the D&O 

provides for (1) a statewide prior 

approval by the parties in Texas and 

California for acquisitions proximate to 

existing and future NVA emergency and 

specialty clinics, and (2) a nationwide 

prior notice for proposed acquisitions 

proximate to existing and future NVA 

emergency and specialty clinics. 

The Consent Agreement with the 

proposed D&O and the Order to 

Maintain Assets has been placed on the 

public record for thirty days for receipt 

of comments from interested persons. 

Comments received during this period 

will become part of the public record. 

After thirty days, the Commission will 

review the D&O as well as any 

comments received, and decide whether 

it should withdraw, modify, or make the 

D&O final. The Commission is issuing 

the Order to Maintain Assets when the 

Consent Agreement is placed on the 

public record. 

II. The Relevant Markets and Market 

Structures 

The relevant lines of commerce in 

which to analyze the Acquisition are 

individual specialty veterinary services 

and emergency veterinary services. 

Specialty veterinary services are 

required in cases where a general 

practitioner veterinarian does not have 

the expertise or equipment necessary to 

treat the sick or injured animal. General 

practitioner veterinarians commonly 

refer such cases to a specialist, typically 

a doctor of veterinary medicine who is 

board-certified in the relevant specialty. 

Individual veterinary specialties include 

internal medicine, neurology, medical 

oncology, critical care, ophthalmology, 

and surgery. Emergency veterinary 

services are those used in acute 

situations where a general practice 

veterinarian is not available or, in some 

cases, not trained or equipped to treat 

the patient’s medical problem. 

The relevant areas for the provision of 

specialty and emergency veterinary 

services are local in nature, delineated 

by the distance and time that pet owners 

travel to receive treatment. The distance 

and time customers travel for specialty 

services are highly dependent on local 

factors, such as the proximity of a clinic 

offering the required specialty service, 

appointment availability, population 

density, demographics, traffic patterns, 

or specific local geographic 

impediments like large bodies of water 

or other geographic impediments. 

The Acquisition is likely to result in 

consumer harm in markets for the 

provision of the following services in 

the following localities: 

a. internal medicine, neurology, 

medical oncology, critical care, and 

surgery veterinary specialty services and 

emergency veterinary services in and 

around Austin, Texas; 

b. internal medicine, neurology, 

ophthalmology, and surgery veterinary 

specialty services and emergency 

veterinary services in and around San 

Francisco, California; and 

c. internal medicine, medical 

oncology, and surgery veterinary 

specialty services in addition to 

emergency veterinary services in the 

area in and between Oakland, Berkeley, 

and Concord, California. 

All of these relevant markets are 

currently highly concentrated, and the 

Acquisition would substantially 

increase concentration in each market. 

In some cases, the combined firm would 

be the only provider following the 

transaction. In other markets, consumers 

would only have one remaining 

alternative to the combined firm 

following the transaction. 

III. Entry 

Entry into the relevant markets would 

not be timely, likely, or sufficient in 

magnitude, character, and scope to deter 

or counteract the anticompetitive effects 

of the Acquisition. For de novo entrants, 

obtaining financing to build a new 

specialty or emergency veterinary 

facility and acquiring or leasing 

necessary equipment can be expensive 

and time consuming. The investment is 

risky for specialists that do not have 

established practices and bases of 

referrals in the area. Further, to become 

a licensed veterinary specialist requires 

extensive education and training, 

significantly beyond that required to 

become a general practitioner 

veterinarian. Consequently, veterinary 

specialists are often in short supply, and 

recruiting them to move to a new area 

frequently takes more than two years, 

making timely expansion by existing 

specialty clinics particularly difficult. 

IV. Effects of the Acquisition 

The Acquisition, if consummated, 

may substantially lessen competition in 

each of the relevant markets by 

eliminating close, head-to-head 

competition between Compassion-First/ 

NVA and SAGE for the provision of 

specialty and emergency veterinary 

services. In some markets, the 

Acquisition will result in a merger to 

monopoly. The Acquisition increases 

the likelihood that Compassion First 

will unilaterally exercise market power 

and cause customers to pay higher 


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1The divested clinics include (1) SAGE’s Central 

Texas Veterinary Specialty & Emergency Hospital 

(North, South, and Round Rock facilities) in Austin, 

Texas; and (2) Compassion-First/NVA’s North 

Peninsula Veterinary Emergency Clinic (San 

Mateo), PETS Referral Center (Berkeley), and 

Solano-Napa Pet Emergency Clinic (Fairfield) in 

and around San Francisco, Berkeley, Oakland, and 

Concord, California. The divestitures include all 

assets, including equipment and intellectual 

property, necessary to compete effectively in each 

relevant market. 

1 JAB Holding Co., Annual Report, at 4 (2021), 

https://www.jabholco.com/documents/2/JAB_

Holding_Company_S.%C3%A0.r.l.-Annual_Report_

2021.pdf. 

2Press Release, Fed. Trade Comm’n, FTC 

Requires Veterinary Service Providers Compassion 

First and National Veterinary Associates to Divest 

Assets in Three Local Markets (Feb. 14, 2020), 

https://www.ftc.gov/newsevents/news/pressreleases/2020/02/ftc-requires-veterinary-serviceproviders-compassion-first-nationalveterinaryassociates-divest. 

3Ross Kelly, Pandemic Hastens Ongoing Trend in 

Veterinary Consolidation, VINNEWS (Dec. 30, 

2021) (‘‘Frenetic merger activity among veterinary 

hospitals in 2021 has lifted the market share of 

corporate consolidators in the United States to close 

to 50% of all companion animal practice revenue 

by at least one estimate, as the pandemic spurs 

demand for pet-care services.’’), https://

news.vin.com/default.aspx?pid=210&Id=10652228. 

This rapid consolidation is happening worldwide 

and gaining the attention of antitrust enforcers in 

other countries, too. Ross Kelly, Competition 

Watchdog Bares Teeth Again in Veterinary Realm, 

VINNEWS (May 4, 2022), https://news.vin.com/ 

default.aspx?pid=210&catId=620&Id=10922952 

(noting recent U.K. Competition and Markets 

Authority challenges to veterinary mergers there). 

prices for, or receive lower quality, 

relevant services. 

V. The Proposed Decision and Order 

The proposed D&O remedies the 

Acquisition’s anticompetitive effects in 

each market by requiring the parties to 

divest six facilities 1 to UVC. The 

divestitures will preserve competition 

between the divested clinics and the 

combined firm’s clinics. UVC is a 

qualified acquirer of the divested assets 

because it has experience acquiring, 

integrating, and operating specialty and 

emergency veterinary clinics. UVC does 

not currently operate or have plans to 

operate any specialty and emergency 

veterinary clinics in the relevant 

markets. 

The D&O requires the divestiture of 

all regulatory permits and approvals, 

confidential business information, 

including customer information, and 

other assets associated with providing 

specialty and emergency veterinary care 

at the divested clinics. To ensure the 

divestiture is successful, the D&O also 

requires Compassion-First/NVA and 

SAGE to secure all third-party consents, 

assignments, releases, and waivers 

necessary to conduct business at the 

divested clinics. 

The D&O also requires CompassionFirst/NVA and SAGE to provide 

reasonable financial incentives to 

certain employees to encourage them to 

stay in their current positions. Such 

incentives may include guaranteed 

retention bonuses for specialty 

veterinarians at divestiture clinics. 

These incentives will encourage 

veterinarians to continue working at the 

divestiture clinics, which will ensure 

that UVC is able to continue operating 

the clinics in a competitive manner. 

Finally, the D&O contains other 

provisions to ensure that the 

divestitures are successful. For example, 

Compassion-First/NVA will be required 

to provide transitional services for a 

period of up to one year to ensure UVC 

continues to operate the divested clinics 

effectively as it implements its own 

quality care, billing, and supply 

systems. 

Additionally, because of the growing 

trend towards consolidation in specialty 

and emergency veterinary services 

markets across the country, as well as 

the likelihood of future acquisitions by 

JAB in these markets, many of which 

may be non-HSR reportable, the D&O 

includes (1) a statewide prior approval 

by the parties in Texas and California 

for acquisitions proximate to existing 

and future NVA emergency and 

specialty clinics, and (2) a nationwide 

prior notice for proposed acquisitions 

proximate to existing and future NVA 

emergency and specialty clinics. These 

provisions are effective for ten years. 

UVC will also be required to obtain 

prior approval from the Commission 

before transferring any of the divested 

assets to any buyer for a full ten years 

after UVC acquires the divestiture 

assets, except in the case of a sale of all 

or substantially all of UVC’s business. 

The Commission will appoint Dr. 

Michael Cavanaugh, DVM, to act as an 

independent Monitor to oversee the 

Respondents’ compliance with the 

requirements of the Order, and to keep 

the Commission informed about the 

status of the transfer of the divested 

clinics to UVC. The D&O requires 

Compassion-First/NVA and SAGE to 

divest the clinics no later than ten 

business days after the consummation of 

the Acquisition. 

The purpose of this analysis is to 

facilitate public comment on the 

Consent Agreement. It is not intended to 

constitute an official interpretation of 

the Consent Agreement or to modify its 

terms in any way. 

By direction of the Commission. 

April J. Tabor, 

Secretary. 

Statement of Chair Lina M. Khan Joined 

by Commissioner Rebecca Kelly 

Slaughter and Commissioner Alvaro M. 

Bedoya 

In June 2021, JAB Consumer Partners 

SCA SICAR (‘‘JAB’’) proposed to buy 

SAGE Veterinary Partners, LLC 

(‘‘SAGE’’). JAB is a $55 billion private 

equity fund whose investments span a 

host of consumer-facing businesses, 

from Keurig, Dr. Pepper, and Panera 

Bread to Krispy Kreme and Bally.1 In 

recent years, JAB has expanded into pet 

care and pet health services. JAB’s 

proposed transaction here would 

combine its existing holdings of 

Compassion-First Pet Hospitals and 

National Veterinary Associates (‘‘NVA’’) 

with SAGE to form an entity that 

controls nearly 100 specialty and 

emergency clinics throughout the 

country. After conducting a thorough 

investigation here, the Commission 

determined it had reason to believe this 

deal—JAB’s proposed acquisition of 

SAGE—was illegal, alleging in its 

complaint the deal would have enabled 

the firm to establish a dominant 

position in key markets for specialty 

and emergency veterinary services in 

California and Texas. 

This is not the first time that JAB and 

its entities have proposed a deal the 

Commission alleged was unlawful. In 

2020, the FTC brought an action against 

an earlier acquisition by JAB’s entities 

when JAB first acquired NVA.2 In the 

complaint issued in that action, the FTC 

alleged that JAB’s combined ownership 

of Compassion-First Pet and NVA 

violated the antitrust laws and ordered 

JAB to divest three clinics. The entities 

before us have repeatedly proposed 

acquisitions that the Commission has 

had reason to believe would violate the 

antitrust laws. 

As is routine in Commission actions, 

the FTC’s proposed relief would require 

a host of divestitures in both states. 

Critically, however, the proposed order 

here goes further, addressing not only 

the allegedly unlawful aspects of this 

specific acquisition but also establishing 

key safeguards against future 

dealmaking that may also prove 

unlawful. These extra protections are 

warranted given that this is the second 

Commission consent order against JAB, 

the rapid pace of JAB/NVA’s ongoing 

acquisitions of veterinary clinics 

throughout the country, and the ongoing 

consolidation in the industry.3

Because the deal may illegally lessen 

competition in three local markets in 

California and Texas—in and around 

Austin, Texas; San Francisco, 

California; and the East Bay—the FTC’s 

proposed order would require JAB to 

divest clinics in these markets. This 


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4Fed. Trade Comm’n, Statement of the 

Commission on Use of Prior Approval Provisions in 

Merger Orders, https://www.ftc.gov/system/files/

documents/public_statements/1597894/

p859900priorapprovalstatement.pdf. 

5Press Release, Fed. Trade Comm’n, FTC 

Requires ENCAP to Sell Off EP Energy Corp.’s 

Entire Utah Oil Business amid Concerns that Deal 

would Increase Pain at the Pump (Mar. 25, 2022), 

https://www.ftc.gov/news-events/news/pressreleases/2022/03/ftc-requires-encap-sell-ep-energycorps-entire-utah-oil-business-amid-concerns-dealwould-increase. 

6See, e.g., Eileen Appelbaum & Rosemary Batt, 

Private Equity At Work: When Wall Street Manages 

Main Street (2014). 

7 Id. 

8Statement of Commissioner Rohit Chopra 

Regarding Private Equity Roll-ups and the HartScott Rodino Annual Report to Congress (July 8, 

2020), https://www.ftc.gov/system/files/documents/

public_statements/1577783/p110014hsr

annualreportchoprastatement.pdf. 

9Richard M. Scheffler et al., Soaring Private 

Equity Investment in the Healthcare Sector: 

Consolidation Accelerated, Competition 

Undermined, and Patients at Risk, Petris Ctr. on 

Health Care Mkts. and Consumer Welfare 2 (May 

18, 2021), https://publichealth.berkeley.edu/wpcontent/uploads/2021/05/Private-Equity-IHealthcare-Report-FINAL.pdf. See also Melea 

Atkins, The Impact of Private Equity on Nursing 

Home Care: Recommendations for Policymakers, 

ROOSEVELT INST. 2 (Apr. 2021), https://roosevelt

institute.org/wp-content/uploads/2021/04/RI_

NursingHomesandPE_IssueBrief_202104.pdf. 

10Atul Gupta et al., Does Private Equity 

Investment in Healthcare Benefit Patients? Evidence 

from Nursing Homes 2 (Nat’l Bureau of Econ. Rsch., 

Working Paper No. 28474, 2021), https://

www.nber.org/system/files/working_papers/ 

w28474/w28474.pdf. 

11 Kendall Taggart et al., The Private Equity Giant 

KKR Bought Hundreds of Homes for People With 

Disabilities. Some Vulnerable Residents Suffered 

Abuse And Neglect., BuzzFeed News (Apr. 25, 

2022), https://www.buzzfeednews.com/article/

kendalltaggart/kkr-brightspring-disability-privateequity-abuse. 

12Concurring Statement of Commissioners Noah 

Joshua Phillips and Christine S. Wilson, JAB 

Consumer Partners SCA SICAR/SAGE Veterinary 

Partners, LLC (Comm’n File No. 2110140) (June 9, 

2022). 

13Telebrands Corp. v. F.T.C., 457 F.3d 354, 358 

(4th Cir. 2006) (noting that evidence of prior 

violations supports stronger relief). FTC orders 

‘‘may prohibit not only the further use of the 

precise practice found to have existed in the past, 

type of relief is a staple of the FTC’s 

merger enforcement program: the 

agency identifies specific local markets 

where the merging parties have 

overlapping assets and where the deal 

would therefore most directly reduce 

competition, and it requires the merging 

companies to divest those overlapping 

assets to a separate buyer. 

This proposed order, however, has 

two additional key protections. First, if 

JAB seeks to buy a specialty or 

emergency veterinary clinic located 

within 25 miles of any JAB clinic 

anywhere in California or Texas in the 

next 10 years, JAB will first have to seek 

the FTC’s affirmative approval for the 

purchase. By covering all future 

acquisitions within a short driving 

distance of clinics that JAB already 

owns in California and Texas, the order 

establishes heightened protections that 

extend beyond the specific local 

markets at issue in this transaction. 

Moreover, the heightened protections 

will cover not just overlaps with clinics 

that JAB owns today, but also with any 

clinics that JAB subsequently owns in 

California and Texas—a feature of the 

order that helps future-proof the relief. 

Second, the order will require JAB to 

provide 30-day advance written notice 

before JAB (including its relevant 

operating companies, Compassion-First 

Pet Hospitals and National Veterinary 

Associates) attempts to acquire a 

specialty or emergency veterinary clinic 

within 25 miles of a JAB clinic 

anywhere in the United States that JAB 

owns now or in the future. This 

provision—the first of its kind in a 

Commission order—ensures that the 

FTC will have advance notice of any 

unreported purchases that would 

ordinarily escape our review, providing 

the agency with the opportunity to 

investigate those transactions before 

they are consummated. 

These prior approval and nationwide 

prior notice provisions are one way that 

the FTC can more closely monitor the 

potentially unlawful dealmaking 

activities of companies like JAB/NVA 

that have repeatedly attempted 

acquisitions the Commission alleged 

were unlawful. As we explained last 

year when we reinitiated the agency’s 

use of prior approval and prior notice, 

the Commission must use all of its tools 

and authorities to protect Americans 

from potentially unlawful deals—and 

prior approval provisions in particular 

can help deter anticompetitive deals 

and conserve scarce FTC resources.4

Indeed, the prior notice provision in the 

earlier order involving JAB has had a 

beneficial effect. And just recently, for 

example, the FTC conditioned a merger 

in gasoline markets, in which one of the 

parties explicitly sought to ‘‘try to take 

over’’ the Utah gasoline marketplace, 

with a prior approval requirement 

designed to thwart any such future 

efforts by the parties to acquire market 

power and raise gas prices for the 

America public.5

Provisions like the ones in this matter 

will also allow the FTC to better address 

stealth roll-ups by private equity firms 

like JAB/NVA and serial acquisitions by 

other corporations. Antitrust enforcers 

must be attentive to how private equity 

firms’ business models may in some 

instances distort incentives in ways that 

strip productive capacity, degrade the 

quality of goods and services, and 

hinder competition.6 Private equity 

firms’ playbook for purchasing or 

investing in companies can include 

tactics such as leveraged buyouts, which 

saddle businesses with debt and shift 

the burden of financial risk in ways that 

can undermine long-term health and 

competitive viability.7 While private 

equity firms can support capacity 

expansion and upgrades, firms that seek 

to strip and flip assets over a relatively 

short period of time are focused on 

increasing margins over the short-term, 

which can incentivize unfair or 

deceptive practices and the hollowing 

out of productive capacity. Meanwhile, 

serial acquisitions or ‘‘buy-and-buy’’ 

tactics can be used by private equity 

firms and other corporations to roll up 

sectors, enabling them to accrue market 

power and reduce incentives to 

compete, potentially leading to 

increased prices and degraded quality.8

Private equity firms have been 

particularly active in health care, 

including anesthesiology, emergency 

medicine, hospice care, air ambulances, 

and opioid treatment centers. A focus 

on short-term profits in the health care 

context can incentivize practices that 

may reduce quality of care, increase 

costs for patients and payors, and 

generate appalling patient outcomes.9

Research and reporting suggests these 

effects are especially pronounced in 

specialty practices, such as elder care 

and disability care facilities. Research 

has shown that private equity 

ownership of elder care facilities is 

correlated with increased deaths at 

those nursing homes, potentially owing 

to cost-cutting measures like staffing 

reductions.10 In another case, as one 

firm consolidated ownership of group 

homes for people with disabilities, 

media reporting revealed repeated failed 

inspections, overworked staff, and even 

deaths.11

Commissioners Phillips and Wilson 

take issue with the scope of the prior 

approval and prior notice in our 

proposed order, arguing that these 

heightened protections are not 

warranted because this acquisition by 

JAB raises no special concern, and that 

consolidation at a national level is 

‘‘irrelevant’’ and ‘‘not inherently 

concerning.’’ 12 But this critique is 

belied by both market realities and 

prevailing law. For one, JAB has been 

rapidly acquiring veterinary clinics 

throughout the country, and it would be 

unwise for enforcers to ignore how 

private equity funds in particular can be 

incentivized to engage in roll-up 

strategies. The law also grants the FTC 

discretion to order fencing-in relief, 

particularly when confronting a repeat 

offender.13 Moreover, the statement that 


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Federal Register / Vol. 87, No. 122 / Monday, June 27, 2022 / Notices 38157 

but also, the future use of related and similar 

practices.’’ Carter Prods., Inc. v. F.T.C., 323 F.2d 

523, 532–33 (5th Cir. 1963) (internal quotation 

marks and citation omitted). The Commission has 

wide discretion to fashion a remedy appropriate to 

the unlawful practices found. Jacob Siegel Co. v. 

F.T.C., 327 U.S. 608, 612–13 (1946); accord Fed. 

Trade Comm’n v. Cement Inst., 333 U.S. 683, 726 

(1948); Carter Prods., Inc. v. F.T.C., 323 F.2d 523, 

532–33 (5th Cir. 1963). 

14See, e.g., Brown Shoe Co. v. United States, 370 

U.S. 294, 322 (1962) (‘‘Congress indicated plainly 

that a merger had to be functionally viewed, in the 

context of its particular industry. That is, whether 

the consolidation was to take place in an industry 

that was fragmented, rather than concentrated, that 

had seen a recent trend toward domination by a few 

leaders, or had remained fairly consistent in its 

distribution of market shares among the 

participating companies . . . all were aspects, 

varying in importance with the merger under 

consideration, which would properly be taken into 

account.’’). See id. at 332–33 (‘‘Another important 

factor to consider is the trend toward concentration 

in the industry. . . [R]emaining vigor cannot 

immunize a merger if the trend in that industry is 

toward oligopoly.’’). Id. at 344–45 (‘‘Other factors to 

be considered in evaluating the probable effects of 

a merger in the relevant market lend additional 

support to the District Court’s conclusion that this 

merger may substantially lessen competition. One 

such factor is the history of tendency toward 

concentration in the industry.’’). 

15Press Release, Fed. Trade Comm’n, Federal 

Trade Commission and Justice Department Seek to 

Strengthen Enforcement Against Illegal Mergers 

(Jan. 18, 2022), https://www.ftc.gov/news-events/

news/press-releases/2022/01/federal-tradecommission-justice-department-seek-strengthenenforcement-against-illegal-mergers. See also 

Regulations.gov, Request for Information on Merger 

Enforcement, FTC–2022–0003 (Jan. 18, 2022), 

https://www.regulations.gov/document/FTC-2022-

0003-0001. 

1Complaint, In re JAB Consumer Partners SCA 

SICAR/SAGE Veterinary Partners, LLC, File No. 

2110140, paragraph 9 (June 2, 2022). 2Commissioners Bedoya and Slaughter join the 

Chair in her statement. 3The parties are in the best position to evaluate 

whether the benefits of a transaction and the 

certainty of a consent order outweigh the costs. So, 

we do not necessarily oppose consents on the 

grounds that they include provisions that are 

unnecessary, overly broad, and counterproductive. 

4Chair Khan’s statement argues that our critique 

here is belied by ‘‘market realities.’’ According to 

the Complaint and the Analysis of Agreement 

Containing Consent Orders to Aid Public Comment 

voted on by this Commission, however, the reality 

of competition in the markets in question is that it 

is local. 

5Chair Khan’s statement points to buyouts by 

private equity firms that ‘‘saddle businesses with 

debt.’’ Public companies also sometimes choose to 

finance operations and acquisitions with debt. See 

e.g., Frances Yoon, The World’s Appetite for Debt 

Is Smashing Records, Wall St. J. (Nov. 30, 2020), 

https://www.wsj.com/articles/the-world-is-bingeingon-debtand-smashing-records-11606732203. See 

also Franco Modigliani & Merton H. Miller, The 

Cost of Capital, Corporation Finance and The 

Theory of Investment, 48 a.m. Econ. Rev 261 (1958). 

consolidation at a national level should 

play no role in our analysis is also at 

odds with governing Supreme Court 

precedent, which states that assessing 

general industry trends is a basic 

component of merger analysis.14

Ignoring this mandate raises rule of law 

concerns. 

Strategic use of prior notice and prior 

approval provisions is one way that the 

Commission can better track and 

prevent unlawful acquisitions by private 

equity firms and other corporations. Our 

revision of the merger guidelines 

provides an additional opportunity to 

ensure our tools reflect current market 

realities, including the expanding role 

of private equity in our economy.15 In 

the meantime, we will continue to use 

our existing authorities to fully protect 

Americans from unlawful transactions. 

Concurring Statement of 

Commissioners Noah Joshua Phillips 

and Christine S. Wilson 

The proposed consent order 

announced today settles the 

Commission’s allegations that the 

proposed acquisition of SAGE 

Veterinary Partners, LLC (‘‘SAGE’’) by 

JAB Consumer Partners SCA SICAR 

(‘‘JAB’’), the owner of Compassion-First 

Pet Hospitals and NVA Parent Inc. 

(collectively, ‘‘Compassion-First/NVA’’), 

may substantially lessen competition for 

individual specialty veterinary services 

and emergency veterinary services in 

three local markets: (i) Austin, TX; (ii) 

in and around San Francisco, CA; and 

(iii) in and between Oakland, Berkeley, 

and Concord, CA. The proposed 

divestiture resolves all competitive 

overlaps between Compassion-First/ 

NVA and SAGE in the alleged relevant 

markets. 

Because it does so, we voted to accept 

this proposed consent order for public 

comment. But we write separately to 

object to the Complaint’s invocation of 

rhetoric unrelated to competition and 

the order’s apparent predication of 

remedies upon both that rhetoric and 

the majority’s evident distaste for 

private equity as a business model, 

instead of the facts uncovered in the 

investigation. 

The Complaint alleges a ‘‘growing 

trend towards consolidation in the 

emergency and specialty veterinary 

services markets across the United 

States in recent years by large chains’’.1

That allegation, and Chair Khan’s 

concurrently-released statement 

regarding private equity as a business 

model,2 are the apparent bases for 

imposing broad prior approval and prior 

notice requirements on the parties.3

Even though we found competitive 

problems in just the three local markets 

discussed above, we are imposing prior 

approval requirements across California 

and Texas, and prior notice 

requirements across the entire United 

States. 

The ‘‘growing trend’’ allegation, in 

isolation, is not an appropriate basis for 

incremental remedies. First, our 

investigation revealed that the relevant 

competition occurs at the local level, 

driven by the distance and time that pet 

owners are willing to travel to obtain 

each relevant veterinary service. That is 

why the Complaint pleads local markets 

and the divestitures are designed to 

resolve overlaps in three specific local 

areas—two across the Bay Bridge from 

one another. For competition purposes, 

there is no national antitrust market for 

emergency and specialty veterinary 

services. To the extent there is 

consolidation on a national level, based 

on what the Commission pleads in the 

Complaint, it is irrelevant.4 It is also not 

inherently concerning. Our review of 

the evidence makes clear that the bulk 

of emergency and specialty veterinary 

clinics nationwide are independent, 

with larger ‘‘aggregators’’ like JAB and 

SAGE collectively controlling a 

minority of clinics. Post-acquisition, 

JAB will hold fewer than 100 clinics 

nationwide, a competitively 

meaningless share of the purported 

national market. Cf. U.S. v. Von’s 

Grocery Co. 384 U.S. 270 (1966). 

Second, we have seen no evidence that 

such a trend, if it exists, is bad for 

purposes of competition. That is, there 

are no discernible anticompetitive 

effects. 

While untethered to any impact on 

competition, the allegation of the 

purported trend in nationwide 

consolidation appears to form the sole 

basis in the Complaint for imposing outof-market prior approval and prior 

notice requirements. Chair Khan’s 

statement also argues that the fact that 

JAB is a private equity firm requires 

additional remediation, but neither the 

Complaint nor the Analysis of 

Agreement Containing Consent Orders 

to Aid Public Comment—nor, in our 

view, the evidence uncovered in the 

investigation—indicate any reason why 

this fact about JAB makes this or any 

other private equity transaction more 

likely to raise competition concerns.5

Imposing heightened legal obligations 

on disfavored groups—including private 

equity—because of who they are rather 

than what they have done raises rule of 

law concerns. 

The parties are subject to statewide 

prior approval in Texas and California 

and nationwide prior notice. The 

Commission’s Prior Approval Policy 

Statement (‘‘Prior Approval Policy’’) 

contemplates that the Commission 

might impose a prior approval 

requirement that covers product or 

geographic markets beyond the relevant 


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38158 Federal Register / Vol. 87, No. 122 / Monday, June 27, 2022 / Notices 

6Statement of the Commission on Use of Prior 

Approval Provisions in Merger Orders (Oct. 25, 

2021), https://www.ftc.gov/system/files/documents/ 

public_statements/1597894/ 

p859900priorapprovalstatement.pdf (hereinafter 

‘‘Prior Approval Policy’’). But see Dissenting 

Statement of Commissioners Christine S. Wilson 

and Noah Joshua Phillips Regarding the Statement 

of the Commission on Use of Prior Approval 

Provisions in Merger Orders (Oct. 29, 2021), https:// 

www.ftc.gov/system/files/documents/public_

statements/1598095/wilson_phillips_prior_

approval_dissentingstatement102921.pdf. 

7Prior Approval Policy, p. 2. 

8See Press Release, FTC Requires Veterinary 

Service Providers Compassion First and National 

Veterinary Associates to Divest Assets in Three 

Local Markets (Feb. 14, 2020), https://www.ftc.gov/ 

news-events/news/press-releases/2020/02/ftcrequires-veterinary-service-providers-compassionfirst-national-veterinary-associates-divest (The FTC 

required divestiture of 3 out of over 70 clinics 

operated by the parties). 

9See e.g., The FTC’s Merger Remedies 2006–2012: 

A Report of the Bureaus of Competition and 

Economics (Jan. 2017), https://www.ftc.gov/system/ 

files/documents/reports/ftcs-merger-remedies-2006- 

2012-report-bureaus-competition-economics/ 

p143100_ftc_merger_remedies_2006-2012.pdf. 

10 Decision, In re DaVita Inc./Total Rental Care, 

Inc., File No. 2110013 (Oct. 25, 2021) https://

www.ftc.gov/system/files/documents/cases/davita_

order_9_24_final.pdf (DaVita was subject to a 

statewide prior provision, requiring prior approval 

from the Commission before acquiring any new 

ownership interest in a dialysis clinic in Utah.). 

ones affected by the merger.6 Most of the 

bases for imposing out-of-market 

remedies are not met here—for example, 

if ‘‘the relevant market alleged is 

already concentrated or has seen 

significant consolidation in the previous 

ten years’’ (emphasis added).7 The 

Complaint does not allege that the three 

relevant geographic markets here have 

seen significant consolidation. 

The Chair also justifies the broad 

prior approval provision because JAB 

previously acquired clinics and entered 

into a related consent order. In that 

prior matter, JAB approached the 

Commission with a proposed 

acquisition and worked with it to 

resolve competitive overlaps, small 

parts of a much larger transaction.8 That 

process enabled the FTC to ensure that 

overlapping assets were divested to an 

acceptable buyer, which is critical to 

maintaining competition.9 The effect of 

imposing broader prior approval 

requirements because of such 

settlements will be to deter not mergers, 

but settlements. It will deter parties 

from submitting for agency review the 

complete set of assets subject to the 

deal, instead ‘‘fixing it first’’: selling 

what they want to whom they want. The 

Commission has traditionally eschewed 

this approach because it reduces our 

ability to ensure the robustness of the 

divestiture and the quality of the buyer 

and because, without a consent order, 

there is no accountability should parties 

fail to meet their obligations. Fix-it-first 

transactions remove Commission 

oversight and increase the likelihood 

that competition will not be preserved 

and that consumers will be harmed. 

As we warned when the Commission 

(actually, two sitting Commissioners 

and a zombie vote) issued the illadvised Prior Approval Policy, the 

broad and subjective factors enunciated 

in that policy lack limiting principles 

and are almost certain to lead to the 

routine imposition of prior approval 

provisions on geographic and product 

markets beyond those at issue in any 

given merger. We acknowledge that 

there are cases where the evidence 

supports the imposition of these more 

onerous remedies.10 This does not 

appear to be one of those cases. 

We encourage comments during the 

public comment period regarding the 

statewide prior approval and 

nationwide prior notice provisions that 

appear in today’s consent order. In 

addition, we encourage comments on 

the implications of the agency’s 

apparent shift to an approach that 

incentivizes fix-it-firsts. 

[FR Doc. 2022–13584 Filed 6–24–22; 8:45 am] 

BILLING CODE 6750–01–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

Administration for Children and 

Families 

Submission for OMB Review; Family 

Reunification Packet for Sponsors of 

Unaccompanied Children (OMB #0970– 

0278) 

AGENCY: Office of Refugee Resettlement, 

Administration for Children and 

Families, HHS. 

ACTION: Request for public comment. 

SUMMARY: The Office of Refugee 

Resettlement (ORR), Administration for 

Children and Families (ACF), U.S. 

Department of Health and Human 

Services (HHS), is inviting public 

comments on revisions to an approved 

information collection. The request 

consists of several forms that allow the 

Unaccompanied Children (UC) Program 

to assess the suitability of potential 

sponsors for UC. 

DATES: Comments due within 30 days of 

publication. OMB must make a decision 

about the collection of information 

between 30 and 60 days after 

publication of this document in the 

Federal Register. Therefore, a comment 

is best assured of having its full effect 

if OMB receives it within 30 days of 

publication. 

ADDRESSES: Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to www.reginfo.gov/public/do/ 

PRAMain. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. You can also obtain 

copies of the proposed collection of 

information by emailing infocollection@

acf.hhs.gov. Identify all emailed 

requests by the title of the information 

collection. 

SUPPLEMENTARY INFORMATION: 

Description: ORR proposes the 

following revisions to this information 

collection: 

For all forms, ORR replaced the term 

‘‘minor’’ with ‘‘child.’’ 

• Authorization for Release of 

Information— 

Æ ORR replaced the term ‘‘minor’’ 

with ‘‘child.’’ 

Æ ORR removed the Alien 

Registration Number field, since it is not 

required for background checks. 

Æ ORR removed reference to ‘‘past 

and present immigration status,’’ since 

that information will no longer be 

collected in the Family Reunification 

application. 

• Family Reunification Application— 

Æ ORR replaced the term ‘‘minor’’ 

with ‘‘child.’’ 

Æ Proof of Identity—ORR added 

clarification that individuals under the 

age of 21 may use the ORR Verification 

of Release form with a photograph to 

meet this requirement. 

Æ Proof of Immigration Status or U.S. 

Citizenship—ORR removed the 

requirement that potential sponsors 

provide documentation verifying their 

immigration status or U.S. citizenship. 

ORR no longer uses this information as 

a criterion to determine when a sponsor 

care plan is required; therefore, it is no 

longer necessary to collect this 

information. 

Æ Proof of Address—ORR also 

removed the phrase ‘‘dated within the 

last two months’’ that appears after the 

current lease line item, because it is not 

applicable to that acceptable form of 

documentation. 

Æ Burden Estimate—ORR increased 

the average burden hours per response 

from 0.75 hours to a more accurate 

estimate of 1.0 hour. 

• Letter of Designation for Care of a 

Minor— 

Æ ORR replaced the term ‘‘minor’’ 

with ‘‘child.’’ 

Æ ORR also increased the average 

burden hours per response from 0.5 

hours to a more accurate estimate of 

0.75 hours. 


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