42552 Federal Register / Vol. 82, No. 173 / Friday, September 8, 2017 / Notices 

Executive Director, Federal Accounting 

Standards Advisory Board, 441 G Street 

NW., Suite 6814, Mailstop 6H19, 

Washington, DC 20548. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Wendy M. Payne, Executive Director, 

441 G Street NW., Mailstop 6H19, 

Washington, DC 20548, or call (202) 

512–7350. 

Authority: Federal Advisory Committee 

Act, Pub. L. 92–463. 

Dated: September 5, 2017. 

Wendy M. Payne, 

Executive Director. 

[FR Doc. 2017–19062 Filed 9–7–17; 8:45 am] 

BILLING CODE 1610–02–P 

FEDERAL RESERVE SYSTEM 

Formations of, Acquisitions by, and 

Mergers of Bank Holding Companies 

The companies listed in this notice 

have applied to the Board for approval, 

pursuant to the Bank Holding Company 

Act of 1956 (12 U.S.C. 1841 et seq.) 

(BHC Act), Regulation Y (12 CFR part 

225), and all other applicable statutes 

and regulations to become a bank 

holding company and/or to acquire the 

assets or the ownership of, control of, or 

the power to vote shares of a bank or 

bank holding company and all of the 

banks and nonbanking companies 

owned by the bank holding company, 

including the companies listed below. 

The applications listed below, as well 

as other related filings required by the 

Board, are available for immediate 

inspection at the Federal Reserve Bank 

indicated. The applications will also be 

available for inspection at the offices of 

the Board of Governors. Interested 

persons may express their views in 

writing on the standards enumerated in 

the BHC Act (12 U.S.C. 1842(c)). If the 

proposal also involves the acquisition of 

a nonbanking company, the review also 

includes whether the acquisition of the 

nonbanking company complies with the 

standards in section 4 of the BHC Act 

(12 U.S.C. 1843). Unless otherwise 

noted, nonbanking activities will be 

conducted throughout the United States. 

Unless otherwise noted, comments 

regarding each of these applications 

must be received at the Reserve Bank 

indicated or the offices of the Board of 

Governors not later than October 4, 

2017. 

A. Federal Reserve Bank of San 

Francisco (Gerald C. Tsai, Director, 

Applications and Enforcement) 101 

Market Street, San Francisco, California 

94105–1579: 

1. Carpenter Bank Partners, Inc., 

CCFW, Inc., Carpenter Fund Manager 

GP, LLC, Carpenter Fund Management 

Company, LLC, Carpenter Community 

BancFund, L.P., Carpenter Community 

BancFund-A, L.P., and Carpenter 

Community BancFund-CA, L.P., all of 

Irvine, California: to acquire 

approximately 11.2 percent of Pacific 

Premier Bancorp and indirectly acquire 

Pacific Premier Bank, both of Irvine, 

California. 

Board of Governors of the Federal Reserve 

System, September 5, 2017. 

Yao-Chin Chao, 

Assistant Secretary of the Board. 

[FR Doc. 2017–19066 Filed 9–7–17; 8:45 am] 

BILLING CODE 6210–01–P 

FEDERAL TRADE COMMISSION 

[File No. 171–0057] 

Mars, Incorporated and VCA Inc.; 

Analysis To Aid Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair methods 

of competition. The attached Analysis to 

Aid Public Comment describes both the 

allegations in the complaint and the 

terms of the consent orders—embodied 

in the consent agreement—that would 

settle these allegations. 

DATES: Comments must be received on 

or before September 29, 2017. 

ADDRESSES: Interested parties may file a 

comment online or on paper, by 

following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Write: ‘‘In the Matter of Mars, 

Incorporated and VCA Inc., File No. 

171–0057’’ on your comment, and file 

your comment online at https://

ftcpublic.commentworks.com/ftc/ 

marsvcaconsent by following the 

instructions on the web-based form. If 

you prefer to file your comment on 

paper, write ‘‘In the Matter of Mars, 

Incorporated and VCA Inc., File No. 

171–0057’’ on your comment and on the 

envelope, and mail your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

600 Pennsylvania Avenue NW., Suite 

CC–5610 (Annex D), Washington, DC 

20580, or deliver your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Constitution Center, 400 7th Street SW., 

5th Floor, Suite 5610 (Annex D), 

Washington, DC 20024. 

FOR FURTHER INFORMATION CONTACT: 

Michael Barnett (202–326–2362), 

Bureau of Competition, 600 

Pennsylvania Avenue NW., Washington, 

DC 20580. 

SUPPLEMENTARY INFORMATION: Pursuant 

to Section 6(f) of the Federal Trade 

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

FTC Rule 2.34, 16 CFR 2.34, notice is 

hereby given that the above-captioned 

consent agreement containing a consent 

order to cease and desist, having been 

filed with and accepted, subject to final 

approval, by the Commission, has been 

placed on the public record for a period 

of thirty (30) days. The following 

Analysis to Aid Public Comment 

describes the terms of the consent 

agreement, and the allegations in the 

complaint. An electronic copy of the 

full text of the consent agreement 

package can be obtained from the FTC 

Home Page (for August 30, 2017), on the 

World Wide Web, at https://

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

You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before September 29, 2017. Write ‘‘In 

the Matter of Mars, Incorporated and 

VCA Inc., File No. 171–0057’’ on your 

comment. Your comment—including 

your name and your state—will be 

placed on the public record of this 

proceeding, including, to the extent 

practicable, on the public Commission 

Web site, at https://www.ftc.gov/policy/ 

public-comments. 

Postal mail addressed to the 

Commission is subject to delay due to 

heightened security screening. As a 

result, we encourage you to submit your 

comments online. To make sure that the 

Commission considers your online 

comment, you must file it at https://

ftcpublic.commentworks.com/ftc/ 

marsvcaconsent by following the 

instructions on the web-based form. If 

this Notice appears at http://

www.regulations.gov/#!home, you also 

may file a comment through that Web 

site. 

If you prefer to file your comment on 

paper, write ‘‘In the Matter of Mars, 

Incorporated and VCA Inc., File No. 

171–0057’’ on your comment and on the 

envelope, and mail your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

600 Pennsylvania Avenue NW., Suite 

CC–5610 (Annex D), Washington, DC 

20580, or deliver your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Constitution Center, 400 7th Street SW., 

5th Floor, Suite 5610 (Annex D), 

Washington, DC 20024. If possible, 

submit your paper comment to the 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 82, No. 173 / Friday, September 8, 2017 / Notices 42553 

Commission by courier or overnight 

service. 

Because your comment will be placed 

on the publicly accessible FTC Web site 

at https://www.ftc.gov, you are solely 

responsible for making sure that your 

comment does not include any sensitive 

or confidential information. In 

particular, your comment should not 

include any sensitive personal 

information, such as your or anyone 

else’s Social Security number; date of 

birth; driver’s license number or other 

state identification number, or foreign 

country equivalent; passport number; 

financial account number; or credit or 

debit card number. You are also solely 

responsible for making sure that your 

comment does not include any sensitive 

health information, such as medical 

records or other individually 

identifiable health information. In 

addition, your comment should not 

include any ‘‘trade secret or any 

commercial or financial information 

which . . . is privileged or 

confidential’’—as provided by Section 

6(f) of the FTC Act, 15 U.S.C. 46(f), and 

FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)— 

including in particular competitively 

sensitive information such as costs, 

sales statistics, inventories, formulas, 

patterns, devices, manufacturing 

processes, or customer names. 

Comments containing material for 

which confidential treatment is 

requested must be filed in paper form, 

must be clearly labeled ‘‘Confidential,’’ 

and must comply with FTC Rule 4.9(c). 

In particular, the written request for 

confidential treatment that accompanies 

the comment must include the factual 

and legal basis for the request, and must 

identify the specific portions of the 

comment to be withheld from the public 

record. See FTC Rule 4.9(c). Your 

comment will be kept confidential only 

if the General Counsel grants your 

request in accordance with the law and 

the public interest. Once your comment 

has been posted on the public FTC Web 

site—as legally required by FTC Rule 

4.9(b)—we cannot redact or remove 

your comment from the FTC Web site, 

unless you submit a confidentiality 

request that meets the requirements for 

such treatment under FTC Rule 4.9(c), 

and the General Counsel grants that 

request. 

Visit the FTC Web site at http://

www.ftc.gov to read this Notice and the 

news release describing it. The FTC Act 

and other laws that the Commission 

administers permit the collection of 

public comments to consider and use in 

this proceeding, as appropriate. The 

Commission will consider all timely 

and responsive public comments that it 

receives on or before September 29, 

2017. For information on the 

Commission’s privacy policy, including 

routine uses permitted by the Privacy 

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

Analysis of Agreement Containing 

Consent Order To Aid Public Comment 

The Federal Trade Commission 

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

final approval, an Agreement 

Containing Consent Orders (‘‘Consent 

Agreement’’) with Mars, Incorporated 

(‘‘Mars’’), which is designed to remedy 

the anticompetitive effects that would 

result from Mars’ proposed acquisition 

of VCA Inc. (‘‘VCA’’). 

Pursuant to an Agreement and Plan of 

Merger announced January 9, 2017, 

Mars proposes to acquire all of the 

assets of VCA in a transaction valued at 

approximately $9.1 billion (the 

‘‘Acquisition’’). Both parties provide 

specialty and emergency veterinary 

services in clinics they operate in cities 

across the United States. The 

Commission alleges in its Complaint 

that the Acquisition, if consummated, 

would violate Section 7 of the Clayton 

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

Section 5 of the Federal Trade 

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

45, by lessening competition in the 

markets for certain specialty and 

emergency veterinary services in ten 

different localities in the United States. 

The proposed Consent Agreement will 

remedy the alleged violations by 

preserving the competition that would 

otherwise be eliminated by the 

Acquisition. Specifically, under the 

terms of the Consent Agreement, Mars is 

required to divest twelve clinics. Mars 

and VCA have proposed National 

Veterinary Associates (‘‘NVA’’), PetVet 

Care Centers (‘‘PetVet’’), and Pathway 

Partners Vet Management Company 

(‘‘Pathway’’) as buyers of these clinics. 

The proposed Consent Agreement has 

been placed on the public record for 30 

days for receipt of comments from 

interested persons. Comments received 

during this period will become part of 

the public record. After 30 days, the 

Commission will review proposed 

Consent Agreement and comments 

received, and decide whether it should 

withdraw, modify, or make the Consent 

Agreement final. 

II. The Relevant Markets and Market 

Structures 

The relevant lines of commerce in 

which to analyze the Acquisition are 

individual specialty and off-hours 

emergency veterinary services. Specialty 

veterinary services are required in cases 

that a general practitioner veterinarian 

cannot treat properly. General 

practitioner veterinarians commonly 

refer such cases to a specialist, typically 

a doctor of veterinary medicine board 

certified in the required specialty. 

Individual veterinary specialties include 

cardiology, critical care, internal 

medicine, neurology, oncology, 

ophthalmology, and surgery. Emergency 

veterinary services are used in acute 

situations where a general practice 

veterinarian is not available or in some 

cases not trained or equipped to treat 

the animal’s medical problem. 

The relevant areas for the provision of 

specialty and off-hours emergency 

veterinary services are local, delineated 

by the distance and time that pet owners 

travel to receive treatment. The distance 

and time customers travel for specialty 

services are highly dependent on local 

factors such as the proximity of a clinic 

offering the required specialty service, 

population density, population 

demographics, traffic congestion, or 

specific local geographic barriers. The 

markets affected by the transaction 

differ by area. The localities and 

services at issue are: 

a. Oncology in western suburbs of 

Chicago, IL; 

b. Emergency in Corpus Christi, TX; 

c. Critical Care, Emergency, Internal 

Medicine, and Surgery in Kansas City, 

MO; 

d. Critical Care and Emergency in 

Mesa, AZ; 

e. Critical Care and Oncology in 

northern New York City, NY and its 

northern suburbs; 

f. Critical Care, Internal Medicine, 

Neurology, Oncology, and 

Ophthalmology in Portland, OR; 

g. Emergency, Internal Medicine, and 

Oncology in Rockville, MD; 

h. Emergency in San Antonio, TX; 

i. Cardiology, Critical Care, 

Emergency, Internal Medicine, and 

Neurology in Seattle, WA; and 

j. Emergency, Internal Medicine, 

Oncology, and Ophthalmology in 

Vienna, VA. 

In each locality listed above, the 

relevant market is highly concentrated. 

In a number of these markets, the 

combined firm would be the only 

provider following the transaction. In 

other markets, consumers would only 

have one remaining alternative to the 

combined firm following the 

transaction. In all of these markets, the 

Acquisition would substantially 

increase concentration within the 

described localities. 

III. Entry 

Entry into the relevant markets 

described above would not be timely, 

likely, or sufficient in magnitude, 

character, and scope to deter or 


sradovich on DSK3GMQ082PROD with NOTICES
42554 Federal Register / Vol. 82, No. 173 / Friday, September 8, 2017 / Notices 

counteract the anticompetitive effects of 

the Acquisition. For de novo entrants, 

obtaining financing to build a new 

specialty or emergency veterinary 

facility and acquiring or leasing 

necessary equipment can be expensive 

and time consuming. The investment is 

risky for specialists that do not have 

established practices and bases of 

referrals in the area. Further, to become 

a licensed veterinary specialist requires 

extensive education and training, 

significantly beyond that for a general 

practitioner veterinarian. Consequently, 

specialists are in short supply, and 

recruiting them to move to a new area 

often takes more than two years, making 

timely expansion by existing specialty 

clinics unlikely. 

IV. Effects of the Acquisition 

The Acquisition, if consummated, 

may substantially lessen competition 

and tend to create a monopoly in the 

relevant markets by eliminating head-tohead competition between Mars and 

VCA in the provision of specialty and 

emergency veterinary services; 

increasing the likelihood that Mars 

would unilaterally exercise market 

power; and increasing the likelihood 

that customers would be forced to pay 

higher prices for and degraded quality 

of the relevant services. 

V. The Consent Agreement 

The proposed Consent Agreement 

effectively remedies the Acquisition’s 

anticompetitive effects in ten markets 

where both Mars and VCA operate 

specialty or emergency veterinary 

clinics by requiring the parties to divest 

12 facilities. Clinics in Kansas City, New 

York, and Phoenix are to be divested to 

NVA. Clinics in Portland, Rockville, and 

Vienna are to be divested to PetVet. 

Clinics in Chicago, Corpus Christi, San 

Antonio, and Seattle are to be divested 

to Pathway. The divestitures will 

preserve competition between the 

divested clinics and Mars’ BluePearl or 

VCA’s clinics that offer the same 

specialty or emergency services within 

each locality. NVA, PetVet, and 

Pathway are qualified acquirers of the 

divested assets. Each firm has 

significant experience acquiring, 

integrating, and operating specialty and 

emergency veterinary clinics. 

The divestiture includes all regulatory 

permits and approvals, confidential 

business information, including 

customer information, related to the 

divested clinics, and other assets 

associated with providing specialty and 

emergency veterinary care at the 

divested clinics. To ensure the 

divestiture is successful, the Order 

requires Mars and VCA to secure all 

third-party consents, assignments, 

releases, and waivers required to permit 

the buyers to conduct business at the 

divested clinics. 

As part of these divestitures, Mars and 

VCA are required to provide reasonable 

financial incentives to certain 

employees to continue in their 

positions. Such incentives may include, 

but are not limited to, guaranteeing a 

retention bonus for the specialty 

veterinarians at the divestiture clinics to 

assure their continued employment at 

such clinic, a continuation of all 

employee benefits, including the 

funding of regularly scheduled raises 

and bonuses, and the vesting of pension 

benefits (as permitted by law and for 

those Relevant Employees covered by a 

pension plan), offered by the parties. 

These provisions ensure that the buyers 

will have the assets necessary to operate 

the divested clinics in a competitive 

manner. 

The Consent Agreement contains 

several additional provisions designed 

to ensure that the divestitures are 

successful. First, the Consent Agreement 

prevents Mars for a period of one year 

from contracting with any specialty or 

emergency veterinarian affiliated with a 

divested clinic. This provides the 

buyers with sufficient time to build 

goodwill and working relationships 

with the veterinarians before Mars could 

capitalize on its prior relationships in 

soliciting their services. Second, to 

ensure continuity of patient care and 

records as the buyers implement their 

own quality care, billing, and supply 

systems, Mars will provide transitional 

services for a period of one year. 

Finally, the Consent Agreement requires 

Mars for a period of ten years from the 

date the Commission issues the Order to 

provide prior notice to the Commission 

of its planned acquisitions of specialty 

or emergency veterinary clinics in 

certain geographic areas. 

The Order requires Mars and VCA to 

divest the clinics no later than ten 

business days after the consummation of 

the Acquisition. 

The Commission has appointed 

Thomas A. Carpenter, D.V.M. as Interim 

Monitor to ensure that Mars and VCA 

comply with all of their obligations 

pursuant to the Consent Agreement and 

to keep the Commission informed about 

the status of the transfer of the rights 

and assets to NVA, Pathway, and 

PetVet. Dr. Carpenter assists client 

companies undergoing regulatormandated ownership transitions and 

has experience with the purchase and 

sale of veterinary clinics. 

If the Commission determines that 

NVA, Pathway, and PetVet are not 

acceptable acquirers of the divested 

assets, or that the manner of the 

divestitures is not acceptable, the 

parties must unwind the sale of rights 

and assets to NVA, Pathway, and PetVet 

and divest them to a Commissionapproved acquirer within six months of 

the date the Order becomes final. In that 

circumstance, the Commission may 

appoint a trustee to divest the rights and 

assets if the parties fail to divest them 

as required. 

The purpose of this analysis is to 

facilitate public comment on the 

proposed Consent Agreement, and it is 

not intended to constitute an official 

interpretation of the proposed Decision 

and Order or to modify its terms in any 

way. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. 2017–19044 Filed 9–7–17; 8:45 am] 

BILLING CODE 6750–01–P 

GENERAL SERVICES 

ADMINISTRATION 

[Notice–MK–2017–03; Docket No.2017– 

0002; Sequence 16] 

The Presidential Commission on 

Election Integrity (PCEI); Upcoming 

Public Advisory Meeting; Extension of 

Comment Period 

AGENCY: Office of Government-wide 

Policy (OGP), General Services 

Administration (GSA). 

ACTION: Meeting notice with request for 

comments; extension of comment 

period. 

SUMMARY: GSA and OGP issued a notice 

on August 25, 2017, seeking input on an 

upcoming public advisory meeting, held 

by the PCEI. The comment period is 

extended to provide additional time for 

interested parties to review and submit 

comments on the notice. 

DATES: The comment period for the 

notice published in the Federal Register 

at 82 FR 40581 on August 25, 2017, is 

extended until September 12, 2017. 

Comments pertaining to the meeting 

should be submitted no later than 5:00 

p.m., Eastern Standard Time, on 

Tuesday, September 12, 2017. 

ADDRESSES: Individuals who wish to 

submit written comments for the 

Commission’s consideration may do so 

by either of the following methods: 

• Regulations.gov: http://

www.regulations.gov. Submit public 

comments or written statements via the 

Federal eRulemaking portal by 

searching for ‘‘Notice–MK–2017–03.’’ 

Select the link ‘‘Comment Now’’ that 

corresponds with ‘‘Notice–MK–2017– 


sradovich on DSK3GMQ082PROD with NOTICES