7144 Federal Register / Vol. 81, No. 27 / Wednesday, February 10, 2016 / Notices 

review the presiding administrative law 

judge’s (‘‘ALJ’’) initial determination 

(‘‘ID’’) (Order No. 8) granting a joint 

motion to terminate the investigation. 

FOR FURTHER INFORMATION CONTACT: 

Amanda Pitcher Fisherow, Esq., Office 

of the General Counsel, U.S. 

International Trade Commission, 500 E 

Street SW., Washington, DC 20436, 

telephone (202) 205–2737. Copies of 

non-confidential documents filed in 

connection with this investigation are or 

will be available for inspection during 

official business hours (8:45 a.m. to 5:15 

p.m.) in the Office of the Secretary, U.S. 

International Trade Commission, 500 E 

Street SW., Washington, DC 20436, 

telephone (202) 205–2000. General 

information concerning the Commission 

may also be obtained by accessing its 

Internet server at http://www.usitc.gov. 

The public record for this investigation 

may be viewed on the Commission’s 

electronic docket (EDIS) at http://

edis.usitc.gov. Hearing-impaired 

persons are advised that information on 

this matter can be obtained by 

contacting the Commission’s TDD 

terminal on (202) 205–1810. 

SUPPLEMENTARY INFORMATION: The 

Commission instituted this investigation 

on November 5, 2015, based on a 

complaint filed on behalf of Polymer 

Technology Systems, Inc. of 

Indianapolis, Indiana (‘‘Complainant’’). 

80 FR 68563 (Nov. 5, 2015). The 

complaint alleged violations of Section 

337 of the Tariff Act of 1930, as 

amended, 19 U.S.C. 1337, in the sale for 

importation or sale within the United 

States after importation of certain blood 

cholesterol test strips and associated 

systems containing same by reason of 

infringement of certain claims of U.S. 

Patent No. 7,087,397. The notice of 

investigation named Infopia Co., Ltd. of 

Gyeonggi-do, Korea; Infopia America 

LLC of Titusville, Florida; and Jant 

Pharmacal Corporation of Encino, 

California as respondents. The Office of 

Unfair Import Investigations was also 

named as a party but later withdrew 

from the investigation. 

On January 19, 2016, the private 

parties filed a joint motion to terminate 

the investigation based on a settlement 

agreement. 

On January 20, 2016, the ALJ granted 

the joint motion to terminate. The ALJ 

found the parties included confidential 

and public versions of the settlement 

agreement and that the parties 

represented that there are no other 

agreements, written or oral, express or 

implied concerning the subject matter of 

the investigation. The ALJ also found 

that termination of the investigation is 

not contrary to the public interest. No 

petitions for review were filed. 

The Commission has determined not 

to review the subject ID. 

The authority for the Commission’s 

determination is contained in section 

337 of the Tariff Act of 1930, as 

amended (19 U.S.C. 1337), and in part 

210 of the Commission’s Rules of 

Practice and Procedure (19 CFR part 

210). 

Issued: February 5, 2016. 

By order of the Commission. 

Lisa R. Barton, 

Secretary to the Commission. 

[FR Doc. 2016–02691 Filed 2–9–16; 8:45 am] 

BILLING CODE 7020–02–P 

JUDICIAL CONFERENCE OF THE 

UNITED STATES 

Meeting of the Judicial Conference 

Advisory Committee on Rules of Civil 

Procedure 

AGENCY: Advisory Committee on Rules 

of Civil Procedure, Judicial Conference 

of the United States. 

ACTION: Notice of open meeting. 

SUMMARY: The Advisory Committee on 

Rules of Civil Procedure will hold a 

two-day meeting. The meeting will be 

open to public observation but not 

participation. An agenda and supporting 

materials will be posted at least 7 days 

in advance of the meeting at: http://

www.uscourts.gov/rules-policies/

records-and-archives-rules-committees/

agenda-books. 

DATES: Date: April 14–15, 2016. 

Time: 8:30 a.m. to 5:00 p.m. 

ADDRESSES: Tideline Ocean Resort & 

Spa, Malcolm’s Ball Room, 2842 S. 

Ocean Boulevard, Palm Beach, FL 

33480. 

FOR FURTHER INFORMATION CONTACT: 

Rebecca A. Womeldorf, Rules 

Committee Secretary, Rules Committee 

Support Office, Administrative Office of 

the United States Courts, Washington, 

DC 20544, telephone (202) 502–1820. 

Dated: February 4, 2016. 

Rebecca A. Womeldorf, 

Rules Committee Secretary. 

[FR Doc. 2016–02693 Filed 2–9–16; 8:45 am] 

BILLING CODE 2210–55–P 

JUDICIAL CONFERENCE OF THE 

UNITED STATES 

Meeting of the Judicial Conference 

Advisory Committee on Rules of 

Bankruptcy Procedure 

AGENCY: Judicial Conference of the 

United States, Advisory Committee on 

Rules of Bankruptcy Procedure. 

ACTION: Notice of open meeting. 

SUMMARY: The Advisory Committee on 

Rules of Bankruptcy Procedure will 

hold a one-day meeting. The meeting 

will be open to public observation but 

not participation. An agenda and 

supporting materials will be posted at 

least 7 days in advance of the meeting 

at: http://www.uscourts.gov/rulespolicies/records-and-archives-rulescommittees/agenda-books. 

DATES: March 31, 2016 from 9:00 a.m. to 

5:00 p.m. 

ADDRESSES: Hotel Monaco Denver, 1717 

Champa Street, Paris B&C Meeting 

Rooms, Denver, CO 80202. 

FOR FURTHER INFORMATION CONTACT: 

Rebecca A. Womeldorf, Rules 

Committee Secretary, Rules Committee 

Support Office, Administrative Office of 

the United States Courts, Washington, 

DC 20544, telephone (202) 502–1820. 

Dated: February 4, 2016. 

Rebecca A. Womeldorf, 

Rules Committee Secretary. 

[FR Doc. 2016–02692 Filed 2–9–16; 8:45 am] 

BILLING CODE 2210–55–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. BBA Aviation plc, et 

al.; Proposed Final Judgment and 

Competitive Impact Statement 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16(b)–(h), that a proposed 

Final Judgment, Stipulation, and 

Competitive Impact Statement have 

been filed with the United States 

District Court for the District of 

Columbia in United States of America v. 

BBA Aviation plc, et al., Civil Action 

No. 1:16–cv–00174 (ABJ). On February 

3, 2016, the United States filed a 

Complaint alleging that BBA Aviation 

plc’s (‘‘BBA’’) proposed acquisition of 

the fixed-base operator (‘‘FBO’’) assets 

owned by Landmark U.S. Corp LLC and 

LM U.S. Member LLC (collectively, 

‘‘Landmark’’) at six U.S. airports would 

violate Section 7 of the Clayton Act, 15 

U.S.C. 18. The proposed Final 

Judgment, filed at the same time as the 

Complaint, requires BBA to divest the 


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Federal Register / Vol. 81, No. 27 / Wednesday, February 10, 2016 / Notices 7145 

FBO assets it is acquiring from 

Landmark at each of the six airports: 

Washington Dulles International Airport 

(IAD); Scottsdale Municipal Airport 

(SDL); Fresno Yosemite International 

Airport (FAT); Jacqueline Cochran 

Regional Airport (TRM); Westchester 

County Airport (HPN); and Ted Stevens 

Anchorage International Airport (ANC). 

Copies of the Complaint, proposed 

Final Judgment, and Competitive Impact 

Statement are available for inspection 

on the Antitrust Division’s Web site at 

http://www.justice.gov/atr and at the 

Office of the Clerk of the United States 

District Court for the District of 

Columbia. Copies of these materials may 

be obtained from the Antitrust Division 

upon request and payment of the 

copying fee set by Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, including the name of the 

submitter, and responses thereto, will be 

posted on the Antitrust Division’s Web 

site, filed with the Court, and, under 

certain circumstances, published in the 

Federal Register. Comments should be 

directed to James J. Tierney, Chief, 

Networks & Technology Enforcement 

Section, Antitrust Division, Department 

of Justice, 450 Fifth Street NW., Suite 

7100, Washington, DC 20530 

(telephone: 202–307–6640). 

Patricia A. Brink, 

Director of Civil Enforcement. 

United States District Court for the 

District of Columbia 

United States of America, U.S. Department 

of Justice, Antitrust Division 450 Fifth Street, 

NW., Suite 7100, Washington, DC 20530, 

Plaintiff, 

v. 

BBA Aviation PLC, 105 Wigmore Street, 

London, UK, W1U 1QY England, Landmark 

U.S. Corp LLC, 1001 Pennsylvania Avenue, 

NW., Suite 220 South, Washington, DC 

20004, 

and 

LM U.S. Member LLC, 1001 Pennsylvania 

Avenue, NW., Suite 220 South, Washington, 

DC 20004, 

Defendants. 

CASE NO.: 1:16-cv-00174 

JUDGE: Amy Berman Jackson 

FILED: 02/03/2016 

Complaint 

The United States of America, acting 

under the direction of the Attorney 

General of the United States, brings this 

civil antitrust action to enjoin the 

proposed acquisition by BBA Aviation 

plc (‘‘BBA’’), operating in the United 

States through its subsidiary Signature 

Flight Support Corporation 

(‘‘Signature’’), of Landmark U.S. Corp 

LLC and LM U.S. Member LLC, 

collectively doing business as Landmark 

Aviation (‘‘Landmark’’), and to obtain 

other equitable relief. The United States 

alleges as follows: 

I. Nature of the Action 

1. On September 23, 2015, BBA and 

Landmark signed an agreement for BBA 

to acquire all of the equity interests in 

Landmark, including Landmark’s fixedbase operator locations (‘‘FBOs’’), for 

approximately $2.065 billion. FBOs sell 

aviation fuel and provide flight support 

services to general aviation customers. 

BBA, through Signature, operates 

approximately 70 FBOs at airports 

across the United States. Landmark 

operates FBOs at approximately 60 

airports in the United States. Both 

Signature and Landmark operate FBOs 

at Washington Dulles International 

Airport (‘‘IAD’’) located in Dulles, 

Virginia; Scottsdale Municipal Airport 

(‘‘SDL’’) located in Scottsdale, Arizona; 

Fresno Yosemite International Airport 

(‘‘FAT’’) located in Fresno, California; 

Jacqueline Cochran Regional Airport 

(‘‘TRM’’) located in Thermal, California; 

Westchester County Airport (‘‘HPN’’) 

located in White Plains, New York; and 

Ted Stevens Anchorage International 

Airport (‘‘ANC’’) located in Anchorage, 

Alaska. 

2. Signature and Landmark are the 

only two full-service FBOs operating at 

IAD, SDL, and FAT, and two of only 

three full-service FBOs operating at 

TRM, HPN, and ANC. At each of these 

six airports, Signature and Landmark 

compete directly on price and quality of 

FBO services. The proposed acquisition 

would eliminate this head-to-head 

competition, resulting in higher prices 

and lower quality of services for general 

aviation customers at each airport. 

3. Accordingly, BBA’s proposed 

acquisition of Landmark is likely to 

lessen competition substantially in the 

markets for full-service FBO services at 

IAD, SDL, FAT, TRM, HPN, and ANC in 

violation of Section 7 of the Clayton 

Act, 15 U.S.C. 18, and should be 

enjoined. 

II. Jurisdiction and Venue 

4. The United States brings this action 

under Section 15 of the Clayton Act, as 

amended, 15 U.S.C. 25, to prevent and 

restrain Defendants from violating 

Section 7 of the Clayton Act, 15 U.S.C. 

18. This Court has subject matter 

jurisdiction over this action and 

jurisdiction over the parties pursuant to 

15 U.S.C. 25 and 28 U.S.C. 1331, 

1337(a), and 1345. 

5. Defendants are engaged in 

interstate commerce and in activities 

substantially affecting interstate 

commerce. Signature and Landmark 

market and sell their products and 

services, including their FBO services, 

throughout the United States and 

regularly transact business and transmit 

data in connection with these activities 

in the flow of interstate commerce. 

6. Defendants have consented to 

venue and personal jurisdiction in this 

District. This Court has personal 

jurisdiction over each Defendant and 

venue is proper under Section 12 of the 

Clayton Act, 15 U.S.C. 22, and 28 U.S.C. 

1391(b) and (c). 

III. Defendants and the Proposed 

Transaction 

7. BBA is a United Kingdom public 

limited company headquartered in 

London, England. BBA operates in the 

United States through its subsidiary, 

Signature, a Delaware corporation 

headquartered in Orlando, Florida. 

Signature has the largest FBO network 

in the United States and in the world. 

It owns or operates approximately 70 

FBO facilities in the United States, 

including FBO operations at IAD, SDL, 

FAT, TRM, HPN, and ANC. BBA had 

worldwide revenues of approximately 

$2.3 billion in 2014, of which over $900 

million were derived from Signature’s 

U.S. FBO business. 

8. Landmark U.S. Corp. and LM U.S. 

Member are Delaware limited liability 

companies with their headquarters in 

Houston, Texas and together comprise 

the companies doing business as 

Landmark. They are subsidiaries of CP 

V Landmark II, L.P. and CP V 

Landmark, L.P, respectively, which are 

both Delaware limited partnerships 

affiliated with the Carlyle Group. 

Landmark has the third-largest FBO 

network in the United States, where it 

owns and operates approximately 60 

FBO facilities, including FBO 

operations at IAD, SDL, FAT, TRM, 

HPN, and ANC. Landmark had 

worldwide revenues of over $700 

million in 2014, of which over $500 

million were derived from its U.S. FBO 

business. 

9. On September 23, 2015, BBA and 

Landmark executed a Securities 

Purchase Agreement under which BBA 

agreed to acquire all of the equity 

interests in Landmark for approximately 

$2.065 billion. 

IV. Trade and Commerce 

A. The Relevant Market 

10. An FBO is a commercial business 

that is granted the right by a local 

airport authority to sell fuel and provide 

related support services to general 

aviation customers. General aviation 


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customers include charter, private, and 

corporate aircraft operators, as 

distinguished from scheduled 

commercial passenger and cargo airline 

operators. General aviation customers 

cannot obtain FBO services except 

through the FBOs authorized to sell 

such services by each local airport 

authority. 

11. Full-service FBOs sell aviation 

fuel, including at least jet aviation fuel 

(‘‘Jet A’’) and typically also aviation 

gasoline (‘‘avgas’’); provide fueling 

services, including pumping fuel into 

aircraft; and provide additional support 

services, including aircraft ground 

handling, aircraft parking and storage, 

and passenger and crew services such as 

baggage handling, ground 

transportation, catering, concierge, 

conference room, and lounge services. 

12. The largest source of revenue for 

an FBO is fuel sales. FBOs sell Jet A for 

turbine-powered aircraft, including 

turbojets and turboprops, and avgas for 

smaller, piston-powered aircraft. Jet A 

comprises the vast majority of U.S. fuel 

consumption by general aviation 

customers, with avgas making up a 

significantly smaller portion. 

13. Full-service FBOs do not typically 

charge separately for certain ancillary 

services such as conference rooms, pilot 

lounges, flight planning, and 

transportation, and instead recover the 

cost of these services in the price that 

they charge for fuel. Full-service FBOs 

do, however, often charge separately for 

hangar and office space rentals, aircraft 

parking and storage, aircraft handling, 

tie-down and ground services, deicing, 

and catering. 

14. Full-service FBOs are distinct 

from self-service FBOs, which require 

that the aircraft pilot or crew tow the 

aircraft and pump the fuel themselves 

and do not provide the full range of 

support services provided by fullservice FBOs. Most self-service FBOs do 

not sell Jet A, and those that do lack the 

necessary equipment to service large jet 

aircraft. For the vast majority of general 

aviation customers, self-service FBOs 

are not an alternative to a full-service 

FBO, and a hypothetical monopolist of 

full-service FBO services at an airport 

could profitably increase prices by a 

significant and non-transitory amount. 

Accordingly, full-service FBO services 

constitute a relevant product market and 

line of commerce under Section 7 of the 

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

15. General aviation customers 

typically select the airport they wish to 

fly into based on its proximity to their 

ultimate destination and other 

convenience factors and then select an 

FBO from those available at that airport. 

In most cases, the inconvenience and 

cost of flying an aircraft to another 

nearby airport to refuel outweighs any 

difference in the fuel prices between the 

airports. Thus, obtaining FBO services 

at another airport is not a meaningful 

alternative for most general aviation 

customers. As a result, a hypothetical 

monopolist of full-service FBO services 

at IAD, SDL, FAT, TRM, HPN, or ANC 

could profitably increase prices by a 

significant and non-transitory amount. 

Accordingly, these individual airports 

each constitute a relevant geographic 

market and section of the country under 

Section 7 of the Clayton Act, 15 U.S.C. 

18. 

B. Anticompetitive Effects 

16. The markets for full-service FBO 

services at IAD, SDL, and FAT are 

highly concentrated, with Signature and 

Landmark serving as the only two 

providers of full-service FBO services at 

each airport. 

17. The markets for full-service FBO 

services at TRM, HPN, and ANC are also 

highly concentrated, with Signature, 

Landmark, and a single smaller 

competitor serving as the only three 

providers of full-service FBO services at 

each airport. At TRM, the third 

competitor is a new full-service FBO 

that has obtained a lease with the 

airport authority and begun 

construction of a facility, but is not 

expected to be fully operational until 

later this year. At HPN, the other 

competitor is precluded by the terms of 

its lease with the airport authority from 

serving larger aircraft—which represent 

a significant portion of HPN’s general 

aviation customers—and serves less 

than 20% of the market. At ANC, the 

other competitor has not been operating 

as long as either Signature or Landmark 

and also has a market share below 20%. 

18. Market concentration often is a 

useful indicator of the level of 

competitive vigor in a market and the 

likely competitive effects of a merger. 

The more concentrated a market, and 

the more a transaction would increase 

that concentration, the more likely it is 

that the transaction would result in 

reduced competition and harm to 

consumers. Market concentration 

commonly is measured by the 

Herfindahl-Hirschman Index (‘‘HHI’’), 

as explained in Appendix A. Markets in 

which the HHI exceeds 2,500 points are 

considered highly concentrated, and 

transactions that increase the HHI by 

more than 200 points in highly 

concentrated markets are presumed 

likely to enhance market power. Here, 

the proposed acquisition would 

substantially increase market 

concentration at IAD, SDL, FAT, TRM, 

HPN, and ANC, each of which already 

is highly concentrated, raising the HHI 

by more than 3,100 points in each 

market. At IAD, SDL, and FAT, the 

proposed acquisition would result in an 

HHI of 10,000—a total monopoly—and 

at TRM, HPN, and ANC, the postacquisition HHI would exceed 6,700 

points in each market. 

19. Competition between the 

Signature and Landmark FBO facilities 

at IAD, SDL, FAT, TRM, HPN, and ANC 

currently limits the ability of each 

company to raise prices for FBO 

services. This head-to-head competition 

also forces each company to offer better 

service to customers. The proposed 

acquisition would eliminate the 

competitive constraint each firm 

imposes on the other at each airport. 

20. Consequently, the proposed 

acquisition would lead to a monopoly at 

IAD, SDL, and FAT and establish 

Signature as the dominant provider of 

full-service FBO services at TRM, HPN, 

and ANC, with a market share of at least 

80% and the ability to exercise 

substantial market power. The proposed 

acquisition would therefore likely result 

in higher prices for full-service FBO 

services and a lower quality of service 

for general aviation customers at IAD, 

SDL, FAT, TRM, HPN, and ANC in 

violation of Section 7 of the Clayton 

Act, 15 U.S.C. 18. 

C. Entry 

21. Successful entry into the 

provision of full-service FBO services at 

IAD, SDL, FAT, TRM, HPN, or ANC 

would not be timely, likely, or sufficient 

to deter the anticompetitive effects 

resulting from the proposed acquisition 

for several reasons. First, FBO entry or 

expansion requires extensive lead time 

and capital investment to complete and 

there is no guarantee that the FBO 

provider would be able to obtain the 

necessary approvals and permits. 

Second, it often takes several years for 

a new FBO provider to build a 

significant customer base. Third, an 

FBO provider that wanted to enter or 

expand at an airport would need to 

secure land to build FBO facilities, 

obtain the approval of the airport 

authority and necessary permits, and 

construct FBO facilities prior to 

beginning operations. At airports where 

there is insufficient existing land or 

infrastructure to support additional FBO 

facilities—which is the case at least at 

IAD, SDL, FAT, and HPN—an FBO 

provider would also need to develop 

adjacent land and expand the airport 

infrastructure. Thus, successful entry or 

expansion at any of the individual 

airports at issue likely would not occur 

in a timely manner or be sufficient to 


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Federal Register / Vol. 81, No. 27 / Wednesday, February 10, 2016 / Notices 7147 

prevent or remedy the proposed 

acquisition’s anticompetitive effects. 

V. Violation Alleged 

22. The United States hereby 

incorporates paragraphs 1 through 21 

above. 

23. Unless enjoined, BBA’s proposed 

acquisition of Landmark is likely to 

substantially lessen competition for fullservice FBO services at IAD, SDL, FAT, 

TRM, HPN, and ANC in violation of 

Section 7 of the Clayton Act, 15 U.S.C. 

18, in the following ways: 

(a) All competition for full-service 

FBO services at IAD, SDL, and FAT will 

be eliminated; 

(b) actual and potential competition 

between Signature and Landmark for 

full-service FBO services at IAD, SDL, 

FAT, TRM, HPN, and ANC will be 

eliminated; and 

(c) prices for full-service FBO services 

for general aviation customers at IAD, 

SDL, FAT, TRM, HPN, and ANC will 

likely increase and the quality of 

services will likely decrease. 

VI. Request for Relief 

24. The United States requests that 

this Court: 

(a) Adjudge and decree that BBA’s 

proposed acquisition of Landmark 

would be unlawful and would violate 

Section 7 of the Clayton Act, 15 U.S.C. 

18; 

(b) permanently enjoin and restrain 

Defendants and all persons acting on 

their behalf from consummating the 

proposed transaction or from entering 

into or carrying out any contract, 

agreement, plan, or understanding the 

effect of which would be to combine 

Signature’s and Landmark’s FBO 

facilities and assets at IAD, SDL, FAT, 

TRM, HPN, and ANC; 

(c) award the United States its costs 

for this action; and 

(d) award the United States such other 

and further relief as this Court deems 

just and proper. 

Dated: February 3, 2016. 

Respectfully submitted, 

For Plaintiff United States of America: 

/s/llllllll 

William J. Baer (DC Bar #324723), 

Assistant Attorney General for Antitrust. 

/s/llllllll 

Sonia K. Pfaffenroth, 

Deputy Assistant Attorney General. 

/s/llllllll 

Patricia A. Brink, 

Director of Civil Enforcement. 

/s/llllllll 

James J. Tierney (DC Bar #434610), 

Chief, Networks & Technology. 

/s/llllllll 

Aaron D. Hoag, 

Matthew C. Hammond, 

Assistant Chiefs, Networks & Technology 

Enforcement Section. 

/s/llllllll 

Patricia L. Sindel * (DC Bar #997505), 

Elizabeth Jensen, 

Ryan Struve (DC Bar #495406), 

Jeffrey Negrette, 

Trial Attorneys, Networks & Technology 

Enforcement Section. 

Antitrust Division, U.S. Department of 

Justice, 450 Fifth Street NW., Suite 7100, 

Washington, DC 20530, Phone: (202) 598– 

8300, Facsimile: (202) 616–8544, Email: 

patricia.sindel@usdoj.gov. 

* Attorney of Record 

Appendix A 

Herfindahl-Hirschman Index 

The term ‘‘HHI’’ means the HerfindahlHirschman Index, a commonly accepted 

measure of market concentration. The HHI is 

calculated by squaring the market share of 

each firm competing in the relevant market 

and then summing the resulting numbers. 

For example, for a market consisting of four 

firms with shares of 30, 30, 20, and 20 

percent, the HHI is 2,600 (302 + 302 + 202 + 

202 = 2,600). The HHI takes into account the 

relative size distribution of the firms in a 

market. It approaches zero when a market is 

occupied by a large number of firms of 

relatively equal size, and reaches its 

maximum of 10,000 points when a market is 

controlled by a single firm. The HHI 

increases both as the number of firms in the 

market decreases and as the disparity in size 

between those firms increases. 

Markets in which the HHI is between 1,500 

and 2,500 points are considered to be 

moderately concentrated, and markets in 

which the HHI is in excess of 2,500 points 

are considered to be highly concentrated. See 

U.S. Department of Justice & Federal Trade 

Commission, Horizontal Merger Guidelines 

§ 5.3 (2010) (‘‘Guidelines’’). Transactions that 

increase the HHI by more than 200 points in 

highly concentrated markets presumptively 

raise antitrust concerns under the Guidelines. 

Id. 

United States District Court for the District 

of Columbia 

United States of America, 

Plaintiff, 

v. 

BBA Aviation PLC, Landmark U.S. Corp 

LLC, 

and 

LM U.S. Member LLC, 

Defendants. 

CASE NO.: 1:16–cv–00174 

JUDGE: Amy Berman Jackson 

FILED: 02/03/2016 

Competitive Impact Statement 

Plaintiff United States of America 

(‘‘United States’’), pursuant to Section 

2(b) of the Antitrust Procedures and 

Penalties Act (‘‘APPA’’ or ‘‘Tunney 

Act’’), 15 U.S.C. 16(b)–(h), files this 

Competitive Impact Statement relating 

to the proposed Final Judgment 

submitted for entry in this civil antitrust 

proceeding. 

I. Nature and Purpose of the Proceeding 

Defendant BBA Aviation plc (‘‘BBA’’) 

and Defendants Landmark U.S. Corp 

LLC and LM U.S. Member LLC 

(‘‘Landmark’’) entered into a Securities 

Purchase Agreement, dated September 

23, 2015, pursuant to which BBA 

intends to acquire all of the equity 

interests in Landmark for approximately 

$2.065 billion. The United States filed a 

civil antitrust Complaint on February 3, 

2016, seeking to enjoin the proposed 

acquisition. The Complaint alleges that 

the likely effect of this acquisition 

would be to substantially lessen 

competition for full-service fixed-base 

operator (‘‘FBO’’) services at 

Washington Dulles International Airport 

(‘‘IAD’’), located in Dulles, Virginia; 

Scottsdale Municipal Airport (‘‘SDL’’), 

located in Scottsdale, Arizona; Fresno 

Yosemite International Airport (‘‘FAT’’), 

located in Fresno, California; Jacqueline 

Cochran Regional Airport (‘‘TRM’’), 

located in Thermal, California; 

Westchester County Airport (‘‘HPN’’), 

located in White Plains, New York; and 

Ted Stevens Anchorage International 

Airport (‘‘ANC’’), located in Anchorage, 

Alaska (collectively, the ‘‘Divestiture 

Airports’’), in violation of Section 7 of 

the Clayton Act, 15 U.S.C. 18. This loss 

of competition likely would result in 

higher prices for aircraft fuel and other 

FBO services and a reduction in quality 

of such services at the Divestiture 

Airports. 

At the same time the Complaint was 

filed, the United States also filed a Hold 

Separate Stipulation and Order (‘‘Hold 

Separate’’) and proposed Final 

Judgment, which are designed to 

eliminate the anticompetitive effects of 

the acquisition. Under the proposed 

Final Judgment, which is explained 

more fully below, Defendants are 

required to sell the Landmark FBO 

assets (the ‘‘Divestiture Assets’’) at each 

of the Divestiture Airports. Under the 

terms of the Hold Separate, Defendants 

will take certain steps to ensure that the 

Divestiture Assets at the Divestiture 

Airports are operated as competitively 

independent, economically viable, and 

ongoing business concerns that will 

remain independent and uninfluenced 

by the consummation of the acquisition, 

and that competition is maintained 

during the pendency of the ordered 

divestiture. 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment would 

terminate this action, except that the 


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Court would retain jurisdiction to 

construe, modify, or enforce the 

provisions of the proposed Final 

Judgment and to punish violations 

thereof. 

II. Description of the Events Giving Rise 

to the Alleged Violation 

A. The Defendants and the Proposed 

Transaction 

BBA is a United Kingdom public 

limited company headquartered in 

London, England that operates in the 

United States through its subsidiary 

Signature Flight Support Corporation 

(‘‘Signature’’), a Delaware corporation 

which has its principal place of 

business in Orlando, Florida. Signature 

has the largest FBO network in the 

world and in the United States. It owns 

or operates approximately 70 FBO 

facilities in the United States, including 

FBO operations at IAD, SDL, FAT, TRM, 

HPN, and ANC. BBA had worldwide 

revenues of approximately $2.3 billion 

in 2014, of which over $900 million 

were derived from Signature’s U.S. FBO 

business. 

Landmark U.S. Corp. and LM U.S. 

Member are Delaware limited liability 

companies with their headquarters in 

Houston, Texas and together comprise 

the companies doing business as 

Landmark. They are subsidiaries of CP 

V Landmark II, L.P. and CP V 

Landmark, L.P., respectively, which are 

both Delaware limited partnerships 

affiliated with the Carlyle Group. 

Landmark has the third-largest FBO 

network in the United States, where it 

owns and operates approximately 60 

FBO facilities, including FBO 

operations at IAD, SDL, FAT, TRM, 

HPN, and ANC. Landmark had 

worldwide revenues of over $700 

million in 2014, of which over $500 

million were derived from its U.S. FBO 

business. 

On September 23, 2015, BBA and 

Landmark executed a Securities 

Purchase Agreement pursuant to which 

BBA agreed to acquire all of the equity 

interests in Landmark for approximately 

$2.065 billion. 

The proposed transaction, as initially 

agreed to by Defendants, would 

substantially lessen competition for fullservice FBO services at the six 

Divestiture Airports. At each of the 

Divestiture Airports, Signature and 

Landmark are either the only two 

competitors, or two of only three 

competitors. The acquisition is the 

subject of the Complaint and proposed 

Final Judgment filed by the United 

States today. 

B. The Competitive Effects of the 

Transaction on the Relevant Markets 

1. The Relevant Markets 

The Complaint alleges that the 

provision of full-service FBO services at 

each of the six Divestiture Airports are 

relevant markets within the meaning of 

Section 7 of the Clayton Act, 15 U.S.C. 

18. An FBO is a commercial business 

that is granted the right by a local 

airport authority to sell fuel and provide 

related support services to general 

aviation customers. General aviation 

customers include charter, private, and 

corporate aircraft operators, as 

distinguished from scheduled 

commercial passenger and cargo airline 

operators. 

Full-service FBOs sell jet aviation fuel 

(‘‘Jet A’’) and typically also aviation 

gasoline (‘‘avgas’’); provide fueling 

services, including pumping fuel into 

aircraft; and provide additional 

ancillary services, including aircraft 

ground handling, aircraft parking and 

storage, and passenger and crew 

services such as baggage handling, 

ground transportation, catering, 

concierge, conference room, and lounge 

services. 

The largest source of revenue for an 

FBO is fuel sales. Full-service FBOs 

usually do not charge separately for 

ancillary services they provide such as 

conference rooms, pilot lounges, flight 

planning, and transportation, and 

instead recover the cost of these services 

in the price that they charge for fuel. 

Full-service FBOs often charge 

separately for hangar and office space 

rentals, aircraft parking and storage, 

aircraft handling, tie-down and ground 

services, deicing, and catering. 

Full-service FBOs are distinct from 

self-service FBOs, which require that 

the aircraft pilot or crew tow the aircraft 

and pump the fuel and do not offer the 

full range of products, equipment, and 

ancillary services provided by fullservice FBOs. For the vast majority of 

customers, self-service FBOs are not an 

alternative to a full-service FBO. 

Obtaining FBO services at other 

airports in the general vicinity of the 

Divestiture Airports would not provide 

a meaningful alternative for most 

general aviation customers. Customers 

typically select an airport for its 

proximity to their final destination and 

other convenience factors, and in most 

cases the inconvenience and cost of 

flying an aircraft to another airport to 

refuel outweighs any difference in the 

fuel prices between the airports. General 

aviation customers at the Divestiture 

Airports would not switch to other 

airports in sufficient numbers to prevent 

post-acquisition price increases for fuel 

and other FBO services at the 

Divestiture Airports. 

2. The Proposed Merger Would Produce 

Anticompetitive Effects 

Each of the markets for full-service 

FBO services at the Divestiture Airports 

is highly concentrated. Signature and 

Landmark are the only two providers of 

full-service FBO services at three of 

these airports—IAD, SDL, and FAT. At 

three other airports—TRM, HPN and 

ANC—a single smaller competitor exists 

beyond Signature and Landmark. 

Competition between the Signature and 

Landmark FBO facilities at each of these 

airports currently limits the ability of 

each company to raise prices for fullservice FBO services. This head-to-head 

competition also forces each company 

to offer better service to general aviation 

customers at the Divestiture Airports. 

The proposed acquisition would 

eliminate the competitive constraint 

each provider imposes upon the other at 

each airport and would lead to a 

monopoly at IAD, SDL, and FAT. It 

would further reduce the number of 

competitors at TRM, HPN and ANC 

from three to two, thus enabling the 

merged firm to control at least 80% of 

each of these markets. This would result 

in higher prices for fuel and other FBO 

services and a lower quality of service 

at each of the Divestiture Airports, in 

violation of Section 7 of the Clayton 

Act, 15 U.S.C. 18. 

3. Timely Entry Is Unlikely 

Successful entry into the provision of 

FBO services at the Divestiture Airports 

would not be timely, likely, or sufficient 

to deter the anticompetitive effects 

resulting from this transaction. First, 

FBO entry or expansion requires 

extensive lead time and capital 

investment to complete and there is no 

guarantee that the FBO provider would 

be able to obtain the necessary 

approvals and permits. Second, it often 

takes several years for a new FBO to 

build a significant customer base. Third, 

an FBO provider that wanted to enter or 

expand at an airport would need 

available land, to obtain the approval of 

the airport authority and necessary 

permits, and to construct facilities prior 

to beginning operations. At airports 

where there is insufficient existing land 

or infrastructure to support additional 

FBO facilities, an FBO provider would 

also need to develop adjacent land and 

expand the airport infrastructure. Thus, 

successful entry or expansion at any of 

the individual airports at issue likely 

would not occur in a timely manner or 

be sufficient to defeat a small but 

significant and non-transitory price 

increase by the merged firm. 


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III. Explanation of the Proposed Final 

Judgment 

A. Divestiture of Landmark’s FBO Assets 

at the Divestiture Airports 

The divestiture requirement of the 

proposed Final Judgment will eliminate 

the anticompetitive effects of the 

acquisition in the market for full-service 

FBO services by maintaining an 

independent and economically viable 

competitor at each of the Divestiture 

Airports. 

The proposed Final Judgment requires 

the Defendants to divest, as viable 

ongoing business concerns, the 

Landmark FBO assets at IAD, SDL, FAT, 

TRM, HPN, and ANC (collectively, the 

‘‘Divestiture Assets’’). The Divestiture 

Assets include all rights in Landmark’s 

existing and future FBO facilities at the 

Divestiture Airports, including any and 

all tangible and intangible assets that are 

primarily related to or primarily used in 

connection with the business of 

providing FBO services at the 

Divestiture Airports. 

In antitrust cases where the United 

States requires a divestiture remedy, it 

seeks completion of the divestiture 

within the shortest period of time 

reasonable under the circumstances. To 

this end, Section IV(A) of the proposed 

Final Judgment requires the Defendants 

to complete the divestiture within 

ninety (90) calendar days after the filing 

of the Complaint or five calendar (5) 

days after the Court enters the Final 

Judgment, whichever is later. The 

proposed Final Judgment provides that 

this time period may be extended one or 

more times by the United States in its 

sole discretion for a period not to 

exceed sixty (60) calendar days, and that 

such an extension will be granted if 

pending state or local regulatory 

approval is the only matter precluding 

divestiture. The Divestiture Assets must 

be divested in such a way as to satisfy 

the United States in its sole discretion 

that they can and will be operated by 

the purchaser as a viable, ongoing 

business that can compete effectively in 

the relevant markets. Defendants must 

take all reasonable steps necessary to 

accomplish the divestiture quickly and 

shall cooperate with prospective 

purchasers. 

Sections IV(C)–(G) of the proposed 

Final Judgment require Defendants to 

furnish information and make certain 

warranties to prospective acquirers in 

an attempt to sell the Divestiture Assets. 

Any acquirer of the Divestiture Assets 

must be approved by the United States 

in its sole discretion and must satisfy 

the United States that it has the intent 

and capability to compete effectively in 

the relevant markets. 

In the event that Defendants do not 

accomplish the divestiture within the 

time period prescribed, Section V(A) of 

the proposed Final Judgment provides 

that the Court will appoint a trustee 

selected by the United States to effect 

the divestitures. If a trustee is 

appointed, the proposed Final Judgment 

provides that Defendants will pay all 

costs and expenses of the trustee. The 

trustee’s commission will be structured 

so as to provide an incentive for the 

trustee based on the price obtained and 

the speed with which the divestiture is 

accomplished. After his or her 

appointment becomes effective, the 

trustee will file monthly reports with 

the Court and the United States setting 

forth his or her efforts to accomplish the 

divestitures. At the end of six (6) 

months, if the divestitures have not 

been accomplished, the trustee and the 

United States will make 

recommendations to the Court, which 

shall enter such orders as appropriate, 

in order to carry out the purpose of the 

trust, including extending the trust or 

the term of the trustee’s appointment. 

B. Notification of Future Transactions 

Section XI of the proposed Final 

Judgment requires BBA to provide 

advance notification of certain future 

acquisitions that would not otherwise 

be reportable under the Hart-ScottRodino Antitrust Improvements Act of 

1976, 15 U.S.C. 18a (‘‘HSR Act’’). 

Specifically, Section XI provides that 

BBA (including Signature) must provide 

advance notification to the Antitrust 

Division before directly or indirectly 

acquiring any leases from, assets of, or 

interests in any entity providing FBO 

services at (i) Boeing Field/King County 

International Airport (‘‘BFI’’); or (ii) any 

other airport in the United States where 

BBA is already providing FBO services 

unless (1) the value of the assets, 

interests, or leases is less than $20 

million or (2) two or more full-service 

FBOs who are not parties to the 

transaction are already operating at the 

airport. Section XI provides for waiting 

periods and opportunities for the United 

States to obtain additional information 

similar to the provisions of the HSR Act. 

These provisions are intended to inform 

the Division of transactions that raise 

competitive concerns similar to those 

remedied here and to provide the 

Division with the opportunity, if 

necessary, to seek effective relief. 

C. Hold Separate Provisions 

In connection with the proposed Final 

Judgment, Defendants have agreed to 

the terms of a Hold Separate Stipulation 

and Order (‘‘Hold Separate’’), which is 

intended to ensure that the Divestiture 

Assets are operated as competitively 

independent and economically viable 

ongoing business concerns and that 

competition is maintained during the 

pendency of the ordered divestitures. 

Sections V(A)–(B) of the Hold Separate 

specify that the Divestiture Assets will 

be maintained as separate viable 

businesses and that BBA and Signature 

employees will not gain access to 

customer or supplier lists specific to the 

Divestiture Assets prior to divestiture. 

Sections V(C)–(E) further require that 

Defendants maintain or increase the 

current sales and quality of the 

Divestiture Assets, including 

maintaining current customer discounts 

and agreements that relate to the 

Divestiture Assets. Section V(H) 

obligates Defendants to use best efforts 

to obtain any necessary airport authority 

approvals in connection with the sale of 

the Divestiture Assets. 

IV. Remedies Available to Potential 

Private Litigants 

Section 4 of the Clayton Act, 15 

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

has been injured as a result of conduct 

prohibited by the antitrust laws may 

bring suit in federal court to recover 

three times the damages the person has 

suffered, as well as costs and reasonable 

attorneys’ fees. Entry of the proposed 

Final Judgment will neither impair nor 

assist the bringing of any private 

antitrust damage action. Under the 

provisions of Section 5(a) of the Clayton 

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

Judgment has no prima facie effect in 

any subsequent private lawsuit that may 

be brought against Defendants. 

V. Procedures Available for 

Modification of the Proposed Final 

Judgment 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered by the Court 

after compliance with the provisions of 

the APPA, provided that the United 

States has not withdrawn its consent. 

The APPA conditions entry upon the 

Court’s determination that the proposed 

Final Judgment is in the public interest. 

The APPA provides a period of at 

least sixty (60) days preceding the 

effective date of the proposed Final 

Judgment within which any person may 

submit to the United States written 

comments regarding the proposed Final 

Judgment. Any person who wishes to 

comment should do so within sixty (60) 

days of the date of publication of this 

Competitive Impact Statement in the 

Federal Register, or the last date of 

publication in a newspaper of the 

summary of this Competitive Impact 

Statement, whichever is later. All 


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1The 2004 amendments substituted ‘‘shall’’ for 

‘‘may’’ in directing relevant factors for courts to 

consider and amended the list of factors to focus on 

competitive considerations and to address 

potentially ambiguous judgment terms. Compare 15 

U.S.C. 16(e) (2004), with 15 U.S.C. 16(e)(1) (2006); 

see also SBC Commc’ns, 489 F. Supp. 2d at 11 

(concluding that the 2004 amendments ‘‘effected 

minimal changes’’ to Tunney Act review). 

2Cf. BNS, 858 F.2d at 464 (holding that the 

court’s ‘‘ultimate authority under the [APPA] is 

limited to approving or disapproving the consent 

decree’’); United States v. Gillette Co., 406 F. Supp. 

713, 716 (D. Mass. 1975) (noting that, in this way, 

the court is constrained to ‘‘look at the overall 

picture not hypercritically, nor with a microscope, 

but with an artist’s reducing glass’’). See generally 

Microsoft, 56 F.3d at 1461 (discussing whether ‘‘the 

remedies [obtained in the decree are] so 

inconsonant with the allegations charged as to fall 

outside of the ‘reaches of the public interest’ ’’). 

comments received during this period 

will be considered by the United States 

Department of Justice, which remains 

free to withdraw its consent to the 

proposed Final Judgment at any time 

prior to the Court’s entry of judgment. 

The comments and the response of the 

United States will be filed with the 

Court. In addition, comments will be 

posted on the U.S. Department of 

Justice, Antitrust Division’s internet 

Web site and, under certain 

circumstances, published in the Federal 

Register. Written comments should be 

submitted to: James J. Tierney, Chief, 

Networks and Technology Enforcement 

Section, Antitrust Division, United 

States Department of Justice, 450 5th St. 

NW., Suite 7100, Washington, DC 

20530. 

The proposed Final Judgment 

provides that the Court retains 

jurisdiction over this action, and the 

parties may apply to the Court for any 

order necessary or appropriate for the 

modification, interpretation, or 

enforcement of the Final Judgment. 

VI. Alternatives to the Proposed Final 

Judgment 

The United States considered, as an 

alternative to the proposed Final 

Judgment, a full trial on the merits 

against Defendants. The United States 

could have continued the litigation and 

sought preliminary and permanent 

injunctions against BBA’s acquisition of 

Landmark. The United States is 

satisfied, however, that the divestiture 

of assets described in the proposed 

Final Judgment will preserve 

competition for the provision of fullservice FBO services at the Divestiture 

Airports identified by the United States. 

Thus, the proposed Final Judgment 

would achieve all or substantially all of 

the relief the United States would have 

obtained through litigation, but avoids 

the time, expense, and uncertainty of a 

full trial on the merits of the Complaint. 

VII. Standard of Review Under the 

APPA for the Proposed Final Judgment 

The Clayton Act, as amended by the 

APPA, requires that proposed consent 

judgments in antitrust cases brought by 

the United States be subject to a sixtyday comment period, after which the 

Court shall determine whether entry of 

the proposed Final Judgment ‘‘is in the 

public interest.’’ 15 U.S.C. 16(e)(1). In 

making that determination, the Court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) the competitive impact of such 

judgment, including termination of alleged 

violations, provisions for enforcement and 

modification, duration of relief sought, 

anticipated effects of alternative remedies 

actually considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the adequacy of 

such judgment that the court deems 

necessary to a determination of whether the 

consent judgment is in the public interest; 

and 

(B) the impact of entry of such judgment 

upon competition in the relevant market or 

markets, upon the public generally and 

individuals alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public benefit, 

if any, to be derived from a determination of 

the issues at trial. 

15 U.S.C. 16(e)(1)(A) & (B). In 

considering these statutory factors, the 

Court’s inquiry is necessarily a limited 

one as the government is entitled to 

‘‘broad discretion to settle with the 

defendant within the reaches of the 

public interest.’’ United States v. 

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

(D.C. Cir. 1995); see generally United 

States v. SBC Commc’ns, Inc., 489 F. 

Supp. 2d 1 (D.D.C. 2007) (assessing 

public interest standard under the 

Tunney Act); United States v, U.S. 

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

75 (D.D.C. 2014) (explaining that the 

‘‘court’s inquiry is limited’’ in Tunney 

Act settlements); United States v. InBev 

N.V./S.A., No. 08–1965 (JR), 2009–2 

Trade Cas. (CCH) ¶ 76,736, 2009 U.S. 

Dist. LEXIS 84787, at *3, (D.D.C. Aug. 

11, 2009) (noting that the court’s review 

of a consent judgment is limited and 

only inquires ‘‘into whether the 

government’s determination that the 

proposed remedies will cure the 

antitrust violations alleged in the 

complaint was reasonable, and whether 

the mechanism to enforce the final 

judgment are clear and manageable.’’).1

As the United States Court of Appeals 

for the District of Columbia Circuit has 

held, under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations set forth in the 

government’s complaint, whether the 

decree is sufficiently clear, whether 

enforcement mechanisms are sufficient, 

and whether the decree may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

decree, a court may not ‘‘engage in an 

unrestricted evaluation of what relief 

would best serve the public.’’ United 

States v. BNS, Inc., 858 F.2d 456, 462 

(9th Cir. 1988) (quoting United States v. 

Bechtel Corp., 648 F.2d 660, 666 (9th 

Cir. 1981)); see also Microsoft, 56 F.3d 

at 1460–62; United States v. Alcoa, Inc., 

152 F. Supp. 2d 37, 40 (D.D.C. 2001); 

InBev, 2009 U.S. Dist. LEXIS 84787, at 

*3. Courts have held that: 

[t]he balancing of competing social and 

political interests affected by a proposed 

antitrust consent decree must be left, in the 

first instance, to the discretion of the 

Attorney General. The court’s role in 

protecting the public interest is one of 

insuring that the government has not 

breached its duty to the public in consenting 

to the decree. The court is required to 

determine not whether a particular decree is 

the one that will best serve society, but 

whether the settlement is ‘‘within the reaches 

of the public interest.’’ More elaborate 

requirements might undermine the 

effectiveness of antitrust enforcement by 

consent decree. 

Bechtel, 648 F.2d at 666 (emphasis 

added) (citations omitted).2 In 

determining whether a proposed 

settlement is in the public interest, a 

district court ‘‘must accord deference to 

the government’s predictions about the 

efficacy of its remedies, and may not 

require that the remedies perfectly 

match the alleged violations.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 17; see 

also U.S. Airways, 38 F. Supp. 3d at 75 

(noting that a court should not reject the 

proposed remedies because it believes 

others are preferable); Microsoft, 56 F.3d 

at 1461 (noting the need for courts to be 

‘‘deferential to the government’s 

predictions as to the effect of the 

proposed remedies’’); United States v. 

Archer-Daniels-Midland Co., 272 F. 

Supp. 2d 1, 6 (D.D.C. 2003) (noting that 

the court should grant due respect to the 

United States’ prediction as to the effect 

of proposed remedies, its perception of 

the market structure, and its views of 

the nature of the case). 

Courts have greater flexibility in 

approving proposed consent decrees 

than in crafting their own decrees 

following a finding of liability in a 

litigated matter. ‘‘[A] proposed decree 

must be approved even if it falls short 

of the remedy the court would impose 

on its own, as long as it falls within the 

range of acceptability or is ‘within the 

reaches of public interest.’ ’’ United 

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


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3See United States v. Enova Corp., 107 F. Supp. 

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

Act expressly allows the court to make its public 

interest determination on the basis of the 

competitive impact statement and response to 

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

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

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

(‘‘Absent a showing of corrupt failure of the 

government to discharge its duty, the Court, in 

making its public interest finding, should . . . 

carefully consider the explanations of the 

government in the competitive impact statement 

and its responses to comments in order to 

determine whether those explanations are 

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

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

be meaningfully evaluated simply on the basis of 

briefs and oral arguments, that is the approach that 

should be utilized.’’). 

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

omitted) (quoting United States v. 

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

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

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

see also U.S. Airways, 38 F. Supp. 3d at 

76 (noting that room must be made for 

the government to grant concessions in 

the negotiation process for settlements) 

(citing Microsoft, 56 F.3d at 1461); 

United States v. Alcan Aluminum Ltd., 

605 F. Supp. 619, 622 (W.D. Ky. 1985) 

(approving the consent decree even 

though the court would have imposed a 

greater remedy). To meet this standard, 

the United States ‘‘need only provide a 

factual basis for concluding that the 

settlements are reasonably adequate 

remedies for the alleged harms.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 17. 

Moreover, the Court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

Complaint, and does not authorize the 

Court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also U.S. Airways, 38 

F. Supp. 3d at 75 (noting that the court 

must simply determine whether there is 

a factual foundation for the 

government’s decisions such that its 

conclusions regarding the proposed 

settlements are reasonable); InBev, 2009 

U.S. Dist. LEXIS 84787, at *20 (‘‘the 

‘public interest’ is not to be measured by 

comparing the violations alleged in the 

complaint against those the court 

believes could have, or even should 

have, been alleged’’). Because the 

‘‘court’s authority to review the decree 

depends entirely on the government’s 

exercising its prosecutorial discretion by 

bringing a case in the first place,’’ it 

follows that ‘‘the court is only 

authorized to review the decree itself,’’ 

and not to ‘‘effectively redraft the 

complaint’’ to inquire into other matters 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. As this 

Court confirmed in SBC 

Communications, courts ‘‘cannot look 

beyond the complaint in making the 

public interest determination unless the 

complaint is drafted so narrowly as to 

make a mockery of judicial power.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 15. 

In its 2004 amendments, Congress 

made clear its intent to preserve the 

practical benefits of utilizing consent 

decrees in antitrust enforcement, adding 

the unambiguous instruction that 

‘‘[n]othing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

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

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

(indicating that a court is not required 

to hold an evidentiary hearing or to 

permit intervenors as part of its review 

under the Tunney Act). The language 

wrote into the statute what Congress 

intended when it enacted the Tunney 

Act in 1974, as Senator Tunney 

explained: ‘‘[t]he court is nowhere 

compelled to go to trial or to engage in 

extended proceedings which might have 

the effect of vitiating the benefits of 

prompt and less costly settlement 

through the consent decree process.’’ 

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

of Sen. Tunney). Rather, the procedure 

for the public interest determination is 

left to the discretion of the Court, with 

the recognition that the Court’s ‘‘scope 

of review remains sharply proscribed by 

precedent and the nature of Tunney Act 

proceedings.’’ SBC Commc’ns, 489 F. 

Supp. 2d at 11.3 A court can make its 

public interest determination based on 

the competitive impact statement and 

response to public comments alone. 

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

VIII. Determinative Documents 

There are no determinative materials 

or documents within the meaning of the 

APPA that were considered by the 

United States in formulating the 

proposed Final Judgment. 

Dated: February 3, 2016. 

Respectfully submitted, 

/s/ Patricia L. Sindel, 

Patricia L. Sindel (D.C. Bar #997505), 

Trial Attorney, Networks & Technology, 

Enforcement Section, U.S. Department 

of Justice, Antitrust Division, 450 Fifth 

Street NW., Suite 7100, Washington, DC 

20530, Telephone: (202) 598–8300, 

Facsimile: (202) 616–8544, Email: 

patricia.sindel@usdoj.gov. 

United States District Court for the District 

of Columbia 

United States of America, 

Plaintiff, 

v. 

BBA Aviation PLC, Landmark U.S. Corp LLC, 

and 

LM U.S. Member LLC, 

Defendants. 

CASE NO.: 1:16–cv–00174 

JUDGE: Amy Berman Jackson 

FILED: 02/03/2016 

Proposed Final Judgment 

Whereas, Plaintiff United States of 

America filed its Complaint on February 

3, 2016, the United States and 

Defendants BBA Aviation plc, 

Landmark U.S. Corp LLC, and LM U.S. 

Member LLC, by their respective 

attorneys, have consented to the entry of 

this Final Judgment without trial or 

adjudication of any issue of fact or law, 

and without this Final Judgment 

constituting any evidence against or 

admission by any party regarding any 

issue of fact or law; 

And Whereas, Defendants agree to be 

bound by the provisions of this Final 

Judgment pending its approval by the 

Court; 

And Whereas, the essence of this 

Final Judgment is the prompt and 

certain divestiture of certain rights or 

assets by the Defendants to assure that 

competition is not substantially 

lessened; 

And Whereas, the United States 

requires Defendants to make certain 

divestitures for the purpose of 

remedying the loss of competition 

alleged in the Complaint; 

And Whereas, Defendants have 

represented to the United States that the 

divestitures required below can and will 

be made and that Defendants will later 

raise no claim of hardship or difficulty 

as grounds for asking the Court to 

modify any of the divestiture provisions 

contained below; 

Now Therefore, before any testimony 

is taken, without trial or adjudication of 

any issue of fact or law, and upon 

consent of the parties, it is ordered, 

adjudged and decreed: 

I. Jurisdiction 

This Court has jurisdiction over the 

subject matter of this action and each of 

the parties to this action. The Complaint 

states a claim upon which relief may be 

granted against Defendants under 

Section 7 of the Clayton Act, 15 U.S.C. 

18, as amended. 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Acquirer’’ means an entity to 

which Defendants divest some or all of 

the Divestiture Assets. 

B. ‘‘BBA’’ means Defendant BBA 

Aviation plc, a public limited company 

incorporated in England and Wales with 

its headquarters in London, England; 

BBA US Holdings, Inc., a Delaware 


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corporation with its headquarters in 

Orlando, Florida; Signature Flight 

Support Corporation, a Delaware 

corporation with its headquarters in 

Orlando, Florida; and their successors 

and assigns, subsidiaries, divisions, 

groups, affiliates, partnerships, joint 

ventures, directors, officers, managers, 

agents, and employees. 

C. ‘‘Landmark’’ means Defendant 

Landmark U.S. Corp LLC, a Delaware 

limited liability company with its 

headquarters in Houston, Texas; 

Defendant LM U.S. Member LLC, a 

Delaware limited liability company with 

its headquarters in Houston, Texas; CP 

V Landmark Investors Corp Holdings 

Partnership, L.P., a Delaware limited 

partnership; CP V Landmark Corp 

Holdings Partnership, L.P., a Delaware 

limited partnership; CP V Landmark GP 

LLC, a Delaware limited liability 

company; Landmark U.S. Holdings LLC, 

a Delaware limited liability company; 

Landmark U.S. Corp Holdings, L.P., a 

Delaware limited partnership; CP V LM 

Manager LLC, a Delaware limited 

liability company; and their successors 

and assigns, subsidiaries, divisions, 

groups, affiliates, partnerships, joint 

ventures, directors, officers, managers, 

agents, and employees. 

D. ‘‘ANC’’ means Ted Stevens 

Anchorage International Airport, 

located in Anchorage, Alaska. 

E. ‘‘BFI’’ means Boeing Field/King 

County International Airport, located in 

Seattle, Washington. 

F. ‘‘Divestiture Airports’’ means ANC, 

FAT, HPN, IAD, SDL, and TRM. 

G. ‘‘Divestiture Assets’’ means the 

Landmark FBO Assets at ANC, FAT, 

HPN, IAD, SDL and TRM. 

H. ‘‘FAT’’ means Fresno Yosemite 

International Airport, located in Fresno, 

California. 

I. ‘‘FBO Facilities’’ means any and all 

tangible and intangible assets that are 

primarily related to or primarily used in 

connection with the business of 

providing FBO Services at the 

Divestiture Airports, including, but not 

limited to, all personal property, 

inventory, office furniture, materials, 

supplies, terminal space, hangars, 

ramps, general aviation fuel tank farms 

for jet fuel and aviation gasoline, and 

related fueling equipment, and all other 

tangible property and assets primarily 

used in connection with the business of 

providing FBO Services at the 

Divestiture Airports; all licenses, 

permits, and authorizations issued by 

any governmental organization 

primarily relating to the business of 

providing FBO Services at the 

Divestiture Airports, subject to the 

licensor’s approval or consent; all 

contracts, teaming arrangements, 

agreements, leases, commitments, 

certifications, and understandings 

primarily relating to the business of 

providing FBO Services at the 

Divestiture Airports, including supply 

agreements; all customer lists, contracts, 

accounts, and credit records; all repair 

and performance records, and all other 

records primarily relating to the 

business of providing FBO Services at 

the Divestiture Airports; and all 

intangible assets primarily used in the 

development, production, and sale of 

FBO Services at the Divestiture 

Airports, including, but not limited to, 

all licenses and sublicenses, technical 

information, computer software and 

related documentation, know-how, 

drawings, blueprints, designs, design 

protocols, specifications for materials, 

specifications for parts and devices, and 

safety procedures for the handling of 

materials and substances. 

J. ‘‘FBO Services’’ means all services 

relating to providing fixed base 

operations at an airport, including but 

not limited to aircraft fueling; aircraft 

ground handling, including marshalling, 

towing, staging, deicing, pre-heating and 

air conditioning, providing ground 

power and equipment, interior and 

exterior cleaning, lavatory service, and 

water service; aircraft parking and 

storage, including tie-down and hangar 

rental; flight planning and support 

services; and passenger and crew 

services, including baggage handling, 

catering, concierge and errand services, 

office space rental, conference room and 

lounge services, and arranging for U.S. 

customs clearance, lodging, and ground 

transportation; but, for the avoidance of 

doubt, excluding aircraft maintenance, 

repair and overhaul services. 

K. ‘‘Full-Service FBO’’ means a 

facility that provides FBO Services, 

including selling aircraft fuel (at least jet 

fuel) and pumping fuel into aircraft. 

L. ‘‘HPN’’ means Westchester County 

Airport, located in White Plains, New 

York. 

M. ‘‘IAD’’ means Washington Dulles 

International Airport, located in Dulles, 

Virginia. 

N. ‘‘Landmark FBO Assets’’ means all 

rights, titles, and interests, including all 

fee, leasehold, and real property rights, 

in Landmark’s existing and future FBO 

Facilities at the Divestiture Airports that 

BBA acquires in the Proposed 

Transaction. 

O. ‘‘Proposed Transaction’’ means the 

proposed acquisition by BBA of all of 

the interests in CP V Landmark 

Investors Corp. Holdings Partnership, 

L.P., CP V Landmark Corp. Holdings 

Partnership, L.P., Landmark U.S. Corp. 

LLC, and LM U.S. Member LLC 

pursuant to the Securities Purchase 

Agreement dated September 23, 2015. 

P. ‘‘SDL’’ means Scottsdale Municipal 

Airport, located in Scottsdale, Arizona. 

Q. ‘‘TRM’’ means Jacqueline Cochran 

Regional Airport, located in Thermal, 

California. 

III. Applicability 

A. This Final Judgment applies to 

BBA and Landmark, as defined above, 

and all other persons in active concert 

or participation with any of them who 

receive actual notice of this Final 

Judgment by personal service or 

otherwise. 

B. If, prior to complying with Sections 

IV and V of this Final Judgment, 

Defendants sell or otherwise dispose of 

all or substantially all of their assets or 

of lesser business units that include the 

Divestiture Assets, they shall require the 

purchaser to be bound by the provisions 

of this Final Judgment. Defendants need 

not obtain such an agreement from an 

acquirer of the assets divested pursuant 

to this Final Judgment. 

IV. Divestitures 

A. Defendants are ordered and 

directed, within (i) ninety (90) calendar 

days after the filing of the Complaint in 

this matter or (ii) five (5) calendar days 

after notice of entry of this Final 

Judgment by the Court, whichever is 

later, to divest the Divestiture Assets in 

a manner consistent with this Final 

Judgment to an Acquirer or Acquirers 

acceptable to the United States, in its 

sole discretion. The United States, in its 

sole discretion, may agree to one or 

more extensions of this time period not 

to exceed sixty (60) calendar days in 

total, and shall notify the Court in such 

circumstances. If pending state or local 

regulatory approval is the only 

remaining matter precluding a 

divestiture during the period set forth in 

this Section IV.A, the United States will 

not withhold its agreement to such an 

extension or extensions. Defendants 

agree to use their best efforts to 

complete the required divestitures as 

expeditiously as possible. 

B. Defendants shall not take any 

action that will impede in any way the 

permitting, operation, or divestiture of 

the Divestiture Assets. Following the 

sale of the Divestiture Assets, 

Defendants will not undertake, directly 

or indirectly, any challenges to the 

environmental, zoning, or other permits 

relating to the operation of the 

Divestiture Assets. 

C. In accomplishing the divestiture 

ordered by this Final Judgment, 

Defendants promptly shall make known, 

by usual and customary means, the 

availability of the Divestiture Assets. 


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Defendants shall inform any person 

making inquiry regarding a possible 

purchase of the Divestiture Assets that 

they are being divested pursuant to this 

Final Judgment and provide that person 

with a copy of this Final Judgment. 

Defendants shall offer to furnish to all 

prospective Acquirers, subject to 

customary confidentiality assurances, 

all information and documents relating 

to the Divestiture Assets customarily 

provided in a due diligence process 

except such information or documents 

subject to the attorney-client privileges 

or work-product doctrine. Defendants 

shall make available such information to 

the United States at the same time that 

such information is made available to 

any other person. 

D. Defendants shall provide the 

Acquirer and the United States 

information relating to the personnel at 

the Divestiture Airports involved in the 

operation, management, and sales of the 

Divestiture Assets to enable the 

Acquirer to make offers of employment. 

Defendants will not interfere with any 

negotiations by the Acquirer to employ 

any Defendant employee whose primary 

responsibility is the operation, 

management, and sales of the 

Divestiture Assets. 

E. Defendants shall permit 

prospective Acquirers of the Divestiture 

Assets to have reasonable access to 

personnel and to make inspections of 

the physical facilities of the Divestiture 

Assets; access to any and all 

environmental, zoning, and other permit 

documents and information; and access 

to any and all financial, operational, or 

other documents and information 

customarily provided as part of a due 

diligence process. 

F. Defendants shall warrant to the 

Acquirer that each asset will be 

operational on the date of sale. 

G. Defendants shall warrant to the 

Acquirer that there are no material 

defects in the environmental, zoning, or 

other permits pertaining to the 

operation of each asset. 

H. Unless the United States otherwise 

consents in writing, the divestitures 

pursuant to Section IV, or by Divestiture 

Trustee appointed pursuant to Section 

V, of this Final Judgment, shall include 

the entire Divestiture Assets, and shall 

be accomplished in such a way as to 

satisfy the United States, in its sole 

discretion, that the Divestiture Assets 

can and will continue to be used by the 

Acquirer as part of a viable, ongoing 

business engaged in providing FBO 

Services at the Divestiture Airports. The 

divestitures, whether pursuant to 

Section IV or Section V of this Final 

Judgment, 

(1) shall be made to an Acquirer that, 

in the United States’ sole judgment, has 

the intent and capability (including the 

necessary managerial, operational, 

technical and financial capability) to 

compete effectively in the provision of 

FBO Services at the Divestiture 

Airports; and 

(2) shall be accomplished so as to 

satisfy the United States, in its sole 

discretion, that none of the terms of any 

agreement between an Acquirer and 

Defendants give Defendants the ability 

unreasonably to raise the Acquirer’s 

costs, to lower the Acquirer’s efficiency, 

or otherwise to interfere with the ability 

of the Acquirer to compete effectively. 

V. Appointment of Divestiture Trustee 

A. If Defendants have not divested the 

Divestiture Assets within the time 

period specified in Section IV.A., 

Defendants shall notify the United 

States of that fact in writing. Upon 

application of the United States, the 

Court shall appoint a Divestiture 

Trustee, selected by the United States 

and approved by the Court, to effect the 

divestiture of the Divestiture Assets. 

B. After the appointment of a 

Divestiture Trustee becomes effective, 

only the Divestiture Trustee shall have 

the right to sell the Divestiture Assets. 

The Divestiture Trustee shall have the 

power and authority to accomplish the 

divestiture to an Acquirer acceptable to 

the United States at such price and on 

such terms as are then obtainable upon 

reasonable effort by the Divestiture 

Trustee, subject to the provisions of 

Sections IV, V, and VI of this Final 

Judgment, and shall have such other 

powers as this Court deems appropriate. 

Subject to Section V.D. of this Final 

Judgment, the Divestiture Trustee may 

hire, at the cost and expense of 

Defendants, any investment bankers, 

attorneys, or other agents, who shall be 

solely accountable to the Divestiture 

Trustee, reasonably necessary in the 

Divestiture Trustee’s judgment to assist 

in the divestiture. Any such investment 

bankers, attorneys, or other agents shall 

serve on such terms and conditions as 

the United States approves, including 

confidentiality requirements and 

conflict of interest certifications. 

C. Defendants shall not object to a sale 

by the Divestiture Trustee on any 

ground other than the Divestiture 

Trustee’s malfeasance. Any such 

objections by Defendants must be 

conveyed in writing to the United States 

and the Divestiture Trustee within ten 

(10) calendar days after the Divestiture 

Trustee has provided the notice 

required under Section VI of this Final 

Judgment. 

D. The Divestiture Trustee shall serve 

at the cost and expense of Defendants 

pursuant to a written agreement, on 

such terms and conditions as the United 

States approves, including 

confidentiality requirements and 

conflict of interest certifications. The 

Divestiture Trustee shall account for all 

monies derived from the sale of the 

assets sold by the Divestiture Trustee 

and all costs and expenses so incurred. 

After approval by the Court of the 

Divestiture Trustee’s accounting, 

including fees for its services yet unpaid 

and those of any professionals and 

agents retained by the Divestiture 

Trustee, all remaining money shall be 

paid to Defendants and the trust shall 

then be terminated. The compensation 

of the Divestiture Trustee and any 

professionals and agents retained by the 

Divestiture Trustee shall be reasonable 

in light of the value of the Divestiture 

Assets and based on a fee arrangement 

providing the Divestiture Trustee with 

an incentive based on the price and 

terms of the divestiture and the speed 

with which it is accomplished, but 

timeliness is paramount. If the 

Divestiture Trustee and Defendants are 

unable to reach agreement on the 

Divestiture Trustee’s or any agents’ or 

consultants’ compensation or other 

terms and conditions of engagement 

within fourteen (14) calendar days of 

appointment of the Divestiture Trustee, 

the United States may, in its sole 

discretion, take appropriate action, 

including making a recommendation to 

the Court. The Divestiture Trustee shall, 

within three (3) business days of hiring 

any other professionals or agents, 

provide written notice of such hiring 

and the rate of compensation to 

Defendants and the United States. 

E. Defendants shall use their best 

efforts to assist the Divestiture Trustee 

in accomplishing the required 

divestiture. The Divestiture Trustee and 

any consultants, accountants, attorneys, 

and other agents retained by the 

Divestiture Trustee shall have full and 

complete access to the personnel, books, 

records, and facilities of the business to 

be divested, and Defendants shall 

develop financial and other information 

relevant to such business as the 

Divestiture Trustee may reasonably 

request, subject to reasonable protection 

for trade secret or other confidential 

research, development, or commercial 

information or any applicable 

privileges. Defendants shall take no 

action to interfere with or to impede the 

Divestiture Trustee’s accomplishment of 

the divestiture. 

F. After its appointment, the 

Divestiture Trustee shall file monthly 

reports with the United States and, as 


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appropriate, the Court setting forth the 

Divestiture Trustee’s efforts to 

accomplish the divestiture ordered 

under this Final Judgment. To the extent 

such reports contain information that 

the Divestiture Trustee deems 

confidential, such reports shall not be 

filed in the public docket of the Court. 

Such reports shall include the name, 

address, and telephone number of each 

person who, during the preceding 

month, made an offer to acquire, 

expressed an interest in acquiring, 

entered into negotiations to acquire, or 

was contacted or made an inquiry about 

acquiring, any interest in the Divestiture 

Assets, and shall describe in detail each 

contact with any such person. The 

Divestiture Trustee shall maintain full 

records of all efforts made to divest the 

Divestiture Assets. 

G. If the Divestiture Trustee has not 

accomplished the divestiture ordered 

under this Final Judgment within six (6) 

months after its appointment, the 

Divestiture Trustee shall promptly file 

with the Court a report setting forth (1) 

the Divestiture Trustee’s efforts to 

accomplish the required divestiture; (2) 

the reasons, in the Divestiture Trustee’s 

judgment, why the required divestiture 

has not been accomplished; and (3) the 

Divestiture Trustee’s recommendations. 

To the extent such report contains 

information that the Divestiture Trustee 

deems confidential, such report shall 

not be filed in the public docket of the 

Court. The Divestiture Trustee shall at 

the same time furnish such report to the 

United States which shall have the right 

to make additional recommendations 

consistent with the purpose of the trust. 

The Court thereafter shall enter such 

orders as it shall deem appropriate to 

carry out the purpose of the Final 

Judgment, which may, if necessary, 

include extending the trust and the term 

of the Divestiture Trustee’s appointment 

by a period requested by the United 

States. 

H. If the United States determines that 

the Divestiture Trustee has ceased to act 

or failed to act diligently or in a 

reasonably cost-effective manner, it may 

recommend the Court appoint a 

substitute Divestiture Trustee. 

VI. Notice of Proposed Divestiture 

A. Within two (2) business days 

following execution of a definitive 

divestiture agreement, Defendants or the 

Divestiture Trustee, whichever is then 

responsible for effecting the divestiture 

required herein, shall notify the United 

States of any proposed divestiture 

required by Section IV or V of this Final 

Judgment. If the Divestiture Trustee is 

responsible, it shall similarly notify 

Defendants. The notice shall set forth 

the details of the proposed divestiture 

and list the name, address, and 

telephone number of each person not 

previously identified who offered or 

expressed an interest in or desire to 

acquire any ownership interest in the 

Divestiture Assets, together with full 

details of the same. 

B. Within fifteen (15) calendar days of 

receipt by the United States of such 

notice, the United States may request 

from Defendants, the proposed 

Acquirer, any other third party, or the 

Divestiture Trustee, if applicable, 

additional information concerning the 

proposed divestiture, the proposed 

Acquirer, and any other potential 

Acquirer. Defendants and the 

Divestiture Trustee shall furnish any 

additional information requested within 

fifteen (15) calendar days of the receipt 

of the request, unless the parties shall 

otherwise agree. 

C. Within thirty (30) calendar days 

after receipt of the notice or within 

twenty (20) calendar days after the 

United States has been provided the 

additional information requested from 

Defendants, the proposed Acquirer, any 

third party, and the Divestiture Trustee, 

whichever is later, the United States 

shall provide written notice to 

Defendants and the Divestiture Trustee, 

if there is one, stating whether or not it 

objects to the proposed divestiture. If 

the United States provides written 

notice that it does not object, the 

divestiture may be consummated, 

subject only to Defendants’ limited right 

to object to the sale under Section V.C. 

of this Final Judgment. Absent written 

notice that the United States does not 

object to the proposed Acquirer or upon 

objection by the United States, a 

divestiture proposed under Section IV 

or Section V shall not be consummated. 

Upon objection by Defendants under 

Section V.C., a divestiture proposed 

under Section V shall not be 

consummated unless approved by the 

Court. 

VII. Financing 

Defendants shall not finance all or 

any part of any purchase made pursuant 

to Sections IV or V of this Final 

Judgment. 

VIII. Hold Separate 

Until the divestiture required by this 

Final Judgment has been accomplished, 

Defendants shall take all steps necessary 

to comply with the Hold Separate 

Stipulation and Order entered by this 

Court. Defendants shall take no action 

that would jeopardize the divestiture 

ordered by this Court. 

IX. Affidavits 

A. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, and every thirty (30) calendar 

days thereafter until the divestiture has 

been completed under Section IV or V, 

Defendants shall deliver to the United 

States an affidavit as to the fact and 

manner of its compliance with Section 

IV or V of this Final Judgment. Each 

such affidavit shall include the name, 

address, and telephone number of each 

person who, during the preceding thirty 

(30) calendar days, made an offer to 

acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring, any interest in 

the Divestiture Assets, and shall 

describe in detail each contact with any 

such person during that period. Each 

such affidavit shall also include a 

description of the efforts Defendants 

have taken to solicit buyers for the 

Divestiture Assets, and to provide 

required information to prospective 

Acquirers, including the limitations, if 

any, on such information. Assuming the 

information set forth in the affidavit is 

true and complete, any objection by the 

United States to information provided 

by Defendants, including limitation on 

information, shall be made within 

fourteen (14) calendar days of receipt of 

such affidavit. 

B. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, Defendants shall deliver to the 

United States an affidavit that describes 

in reasonable detail all actions 

Defendants have taken and all steps 

Defendants have implemented on an 

ongoing basis to comply with Section 

VIII of this Final Judgment. Defendants 

shall deliver to the United States an 

affidavit describing any changes to the 

efforts and actions outlined in 

Defendants’ earlier affidavits filed 

pursuant to this section within fifteen 

(15) calendar days after the change is 

implemented. 

C. Defendants shall keep all records of 

all efforts made to preserve and divest 

the Divestiture Assets until one year 

after such divestiture has been 

completed. 

X. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment, or of any related orders such 

as any Hold Separate Order, or of 

determining whether the Final 

Judgment should be modified or 

vacated, and subject to any legally 

recognized privilege, from time to time 

authorized representatives of the United 

States Department of Justice, including 


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consultants and other persons retained 

by the United States, shall, upon written 

request of an authorized representative 

of the Assistant Attorney General in 

charge of the Antitrust Division, and on 

reasonable notice to Defendants, be 

permitted: 

(1) access during Defendants’ office 

hours to inspect and copy, or at the 

option of the United States, to require 

Defendants to provide hard copy or 

electronic copies of, all books, ledgers, 

accounts, records, data, and documents 

in the possession, custody, or control of 

Defendants, relating to any matters 

contained in this Final Judgment; and 

(2) to interview, either informally or 

on the record, Defendants’ officers, 

employees, or agents, who may have 

their individual counsel present, 

regarding such matters. The interviews 

shall be subject to the reasonable 

convenience of the interviewee and 

without restraint or interference by 

Defendants. 

B. Upon the written request of an 

authorized representative of the 

Assistant Attorney General in charge of 

the Antitrust Division, Defendants shall 

submit written reports or response to 

written interrogatories, under oath if 

requested, relating to any of the matters 

contained in this Final Judgment as may 

be requested. 

C. No information or documents 

obtained by the means provided in this 

section shall be divulged by the United 

States to any person other than an 

authorized representative of the 

executive branch of the United States, 

except in the course of legal proceedings 

to which the United States is a party 

(including grand jury proceedings), or 

for the purpose of securing compliance 

with this Final Judgment, or as 

otherwise required by law. 

D. If at the time information or 

documents are furnished by Defendants 

to the United States, Defendants 

represent and identify in writing the 

material in any such information or 

documents to which a claim of 

protection may be asserted under Rule 

26(c)(1)(G) of the Federal Rules of Civil 

Procedure, and Defendants mark each 

pertinent page of such material, 

‘‘Subject to claim of protection under 

Rule 26(c)(1)(G) of the Federal Rules of 

Civil Procedure,’’ then the United States 

shall give Defendants ten (10) calendar 

days notice prior to divulging such 

material in any legal proceeding (other 

than a grand jury proceeding). 

XI. Notification 

A. Unless such transaction is 

otherwise subject to the reporting and 

waiting period requirements of the HartScott-Rodino Antitrust Improvements 

Act of 1976, as amended, 15 U.S.C. 18a 

(the ‘‘HSR Act’’), Defendant BBA, 

without providing advance notification 

to the Antitrust Division, shall not 

directly or indirectly assume a lease 

from, acquire assets of, or acquire 

interest in any entity engaged in 

provision of FBO Services during the 

term of this Final Judgment at (i) BFI; or 

(ii) an airport where BBA is already 

providing FBO Services in the United 

States unless (1) the assumption or 

acquisition is valued at less than $20 

million dollars, or (2) at least two FullService FBOs not involved in the 

transaction provide FBO Services at the 

airport where the assumption or 

acquisition will take place. 

B. Such notification shall be provided 

to the Antitrust Division in the same 

format as and per the instructions 

relating to the Notification and Report 

Form set forth in the Appendix to Part 

803 of Title 16 of the Code of Federal 

Regulations as amended, except that the 

information requested in Items 5 

through 8 of the instructions must be 

provided only about the provision of 

FBO Services. Notification shall be 

provided within five (5) business days 

of entering into a definitive assumption 

or acquisition agreement and at least 

thirty (30) calendar days prior to 

acquiring any such interest and shall 

include, beyond what may be required 

by the applicable instructions, the 

names of the principal representatives 

of the parties to the agreement who 

negotiated the agreement, any 

management or strategic plans 

discussing the proposed transaction, 

and a reference to this Final Judgment. 

Should BBA contact an airport authority 

formally requesting approval of a lease 

transfer in a transaction that would 

require the notification described in this 

Section prior to entering into a 

definitive acquisition agreement, BBA 

shall report that communication to the 

Division within two (2) business days, 

though the thirty (30) day waiting 

period shall not begin until the Division 

receives the information provided in the 

Notification and Report Form. If within 

the 30-day period after notification, 

representatives of the Antitrust Division 

make a written request for additional 

information, Defendants shall not 

consummate the proposed assumption 

or acquisition agreement until thirty 

(30) calendar days after submitting all 

such additional information. 

C. Early termination of the waiting 

period in this Section may be requested, 

and, where appropriate, granted in the 

same manner as is applicable under the 

requirements and provisions of the HSR 

Act and rules promulgated thereunder. 

This Section shall be broadly construed 

and any ambiguity or uncertainty 

regarding the filing of notice under this 

Section shall be resolved in favor of 

filing notice. 

XII. No Reacquisition 

Defendants may not reacquire, 

manage, or operate any part of the 

Divestiture Assets during the term of 

this Final Judgment. 

XIII. Retention of Jurisdiction 

This Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to this Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XIV. Expiration of Final Judgment 

Unless this Court grants an extension, 

this Final Judgment shall expire ten 

years from the date of its entry. 

XV. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

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

available to the public of this Final 

Judgment, the Competitive Impact 

Statement, and any comments thereon 

and the United States’ responses to such 

comments. Based upon the record 

before the Court, which includes the 

Competitive Impact Statement and any 

comments and response to comments 

filed with the Court, entry of this Final 

Judgment is in the public interest. 

Date: 

_ llllllllllllllllllll

Court approval subject to procedures of 

Antitrust Procedures and Penalties Act, 15 

U.S.C. 16. 

_ llllllllllllllllllll

United States District Judge 

[FR Doc. 2016–02720 Filed 2–9–16; 8:45 am] 

BILLING CODE 4410–11–P 

DEPARTMENT OF LABOR 

Employment and Training 

Administration 

Workforce Investment Act; Native 

American Employment and Training 

Council Meeting 

AGENCY: Employment and Training 

Administration, U. S. Department of 

Labor. 

ACTION: Notice of meeting. 


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