Federal Register / Vol. 87, No. 120 / Thursday, June 23, 2022 / Notices 37517 

to notify third parties subject to similar 

noncompete agreements of GPM’s 

obligations under the Order. 

Retail fuel competition varies based 

on many factors, including driving 

patterns, population density, and 

consumer demand. The reasonableness 

of agreements not to compete will 

necessarily differ with local retail fuel 

competition. A 3-year and 3-mile radius 

around each acquired location in this 

transaction resembles a reasonable 

duration and geographic scope given the 

local competitive conditions around 

each Express Stop location. 

Noncompete agreements affecting areas 

geographically distinct from acquired 

retail fuel outlets, and noncompete 

agreements untethered to protecting 

goodwill acquired in the acquisition, are 

highly suspect and warrant Commission 

scrutiny. 

The purpose of this analysis is to 

facilitate public comment on the 

Consent Agreement. The Commission 

does not intend this analysis 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 

Last year, in an unreportable 

transaction valued at approximately $94 

million, GPM Petroleum, LLC, GPM 

Southeast, LLC, GPM Investments, LLC, 

and ARKO Corp. (collectively ‘‘GPM’’) 

acquired 60 retail gasoline, diesel, and 

convenience stores from Corrigan Oil 

Company (‘‘Corrigan’’). Today, after a 

thorough investigation of this deal, the 

Commission announced an enforcement 

action alleging that GPM illegally 

acquired five of those retail fuel stations 

from Corrigan, and imposed illegitimate, 

overbroad agreements not to compete in 

connection with that acquisition. This 

action marks an important step forward 

in protecting the public from harm 

when rivals agree not to compete. Firms 

proposing mergers should take note that 

the Commission will scrutinize contract 

terms in merger agreements that impede 

fair competition. 

Noncompete agreements affect 

millions of Americans every day, but 

they come in a variety of forms. Much 

of the discussion surrounding 

noncompete clauses in recent years has 

focused on their inclusion in 

employment contracts and the resulting 

harm to workers. Noncompete 

covenants, however, can also govern 

businesses that are direct or potential 

competitors, and sometimes are 

included in merger agreements. Today’s 

Commission action highlights that 

noncompete clauses in a merger 

agreement may unduly and 

illegitimately restrain competition when 

both of the parties remain competitors 

in other markets. 

By its very nature, an agreement not 

to compete between two businesses 

reduces competition if it restrains the 

activities of actual and potential rivals 

during the term of the agreement. 

Indeed, noncompete agreements 

between competing businesses are 

suspect: for instance, an agreement not 

to compete may constitute a thinly 

veiled market allocation scheme, a per 

se violation of the antitrust laws. 

In the context of mergers, parties 

sometimes assert that noncompete 

clauses are necessary to protect a 

legitimate business interest in 

connection with the sale of a business, 

such as the goodwill acquired in a 

transaction. When the seller is exiting 

the business or selling off assets needed 

to compete with the buyer, a 

noncompete that limits prospects for 

reentry may in certain instances reflect 

that goodwill, if appropriately limited in 

geographic scope and duration. 

In this matter, as alleged in the 

Commission’s complaint, GPM’s 

agreement to purchase Corrigan’s retail 

fuel stations contained noncompete 

terms that were overbroad and facially 

unrelated to protecting any goodwill 

GPM might hope to acquire with the 

Corrigan stations. According to the 

complaint, these noncompete provisions 

are illegal because they were designed 

to ensure that GPM would not face 

direct or indirect competition from 

Corrigan—not only in the competitively 

overlapping areas, but even in 

geographic areas far from the acquired 

stations. 

As today’s consent agreement makes 

clear, firms may not use a merger as an 

excuse to impose overbroad restrictions 

on competition or competitors. The 

Commission will evaluate agreements 

not to compete in merger agreements 

with a critical eye. 

We look forward to reviewing input 

and comments from the public about the 

approach this settlement has taken with 

respect to the noncompetes at issue 

here. The Commission is committed to 

acting in the public interest, and 

comments from the public are vital to 

ensuring that we are successful in doing 

so. 

[FR Doc. 2022–13415 Filed 6–22–22; 8:45 am] 

BILLING CODE 6750–01–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

Centers for Disease Control and 

Prevention (CDC) 

Disease, Disability, and Injury 

Prevention and Control Special 

Emphasis Panel (SEP)—CE22–007: 

Reduce Health Disparities and Improve 

Traumatic Brain Injury (TBI) Related 

Outcomes Through the Implementation 

of CDC’s Pediatric Mild TBI Guideline; 

Amended Notice of Meeting 

Notice is hereby given of a change in 

the meeting of the Disease, Disability, 

and Injury Prevention and Control 

Special Emphasis Panel (SEP)—CE22– 

007: Reduce Health Disparities and 

Improve Traumatic Brain Injury (TBI) 

Related Outcomes Through the 

Implementation of CDC’s Pediatric Mild 

TBI Guideline, June 7–8, 2022, 8:30 

a.m.–5:30 p.m., EDT, Videoconference. 

The meeting was published in the 

Federal Register on February 1, 2022, 

Volume 87, Number 21, page 5483. 

The meeting notice is being amended 

in the first column (FR Doc 2022–01950) 

to change the meeting date and should 

read as follows: 

CE22–007: Reduce Health Disparities 

and Improve Traumatic Brain Injury 

(TBI) Related Outcomes Through the 

Implementation of CDC’s Pediatric Mild 

TBI Guideline, June 7, 2022. 

The meeting is closed to the public. 

FOR FURTHER INFORMATION CONTACT: 

Mikel Walters, Ph.D., Scientific Review 

Officer, National Center for Injury 

Prevention and Control, CDC, 4770 

Buford Highway NE, Mailstop F–63, 

Atlanta, Georgia 30341; Telephone: 

(404) 639–0913; Email: MWalters@

cdc.gov. 

The Director, Strategic Business 

Initiatives Unit, Office of the Chief 

Operating Officer, Centers for Disease 

Control and Prevention, has been 

delegated the authority to sign Federal 

Register notices pertaining to 

announcements of meetings and other 

committee management activities, for 

both the Centers for Disease Control and 

Prevention and the Agency for Toxic 

Substances and Disease Registry. 

Kalwant Smagh, 

Director, Strategic Business Initiatives Unit, 

Office of the Chief Operating Officer, Centers 

for Disease Control and Prevention. 

[FR Doc. 2022–13450 Filed 6–22–22; 8:45 am] 

BILLING CODE 4163–18–P 


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