82_FR_20974 82 FR 20889 - Emerson Electric Co. and Pentair plc; Analysis To Aid Public Comment

82 FR 20889 - Emerson Electric Co. and Pentair plc; Analysis To Aid Public Comment

FEDERAL TRADE COMMISSION

Federal Register Volume 82, Issue 85 (May 4, 2017)

Page Range20889-20892
FR Document2017-08965

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.

Federal Register, Volume 82 Issue 85 (Thursday, May 4, 2017)
[Federal Register Volume 82, Number 85 (Thursday, May 4, 2017)]
[Notices]
[Pages 20889-20892]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-08965]


=======================================================================
-----------------------------------------------------------------------

FEDERAL TRADE COMMISSION

[File No. 161 0221; Docket No. C-4615]


Emerson Electric Co. and Pentair plc; 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 May 30, 2017.

ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/emersonelectricconsent 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 
Emerson Electric Co. and Pentair plc, File No. 161 0221'' on your 
comment and file your comment online at https://ftcpublic.commentworks.com/ftc/emersonelectricconsent by following the 
instructions on the web-based form. If you prefer to file your comment 
on paper, write ``In the Matter of Emerson Electric Co. and Pentair 
plc, File No. 161 0221'' 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: Jonathan Platt (212-607-2819) or Ryan 
Harsch (212-607-2805), FTC, Northeast Region, One Bowling Green, Suite 
318, New York, NY 10004.

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 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

[[Page 20890]]

complaint. An electronic copy of the full text of the consent agreement 
package can be obtained from the FTC Home Page (for April 28, 2017), on 
the World Wide Web, at http://www.ftc.gov/os/actions.shtm.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before May 30, 2017. 
Write ``In the Matter of Emerson Electric Co. and Pentair plc, File No. 
161 0221'' 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. As a matter of 
discretion, the Commission tries to remove individuals' home contact 
information from comments before placing them on the Commission Web 
site.
    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/emersonelectricconsent 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 file your comment on paper, write ``In the Matter of Emerson 
Electric Co. and Pentair plc, File No. 161 0221'' on your comment and 
on the envelope, and mail it 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. If possible, submit your paper comment to the 
Commission by courier or overnight service.
    Because your comment will be placed on the publicly accessible FTC 
Web site at 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.
    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 in accordance with 
the law and the public interest. 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).
    Visit the Commission 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 May 30, 2017. You can find more information, 
including routine uses permitted by the Privacy Act, in the 
Commission's privacy policy, at https://www.ftc.gov/site-information/privacy-policy.

Analysis of Agreement Containing Consent Orders To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Orders (``Consent 
Agreement'') from Emerson Electric Co. (``Emerson'') and Pentair plc 
(``Pentair'') (collectively, the ``Respondents'') that is designed to 
remedy the anticompetitive effects that would likely result from 
Emerson's proposed acquisition of Pentair's valves and controls 
business.
    Pursuant to a Share Purchase Agreement, dated as of August 18, 
2016, Emerson proposes to acquire the equity interests of certain 
subsidiaries of Pentair in exchange for cash considerations of 
approximately $3.15 billion (the ``Acquisition''). The proposed 
Acquisition would combine the two largest suppliers of switchboxes, 
which are industrial valve control products, in the United States. The 
Commission's Complaint alleges that the proposed 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 substantially lessening competition in the 
United States market for switchboxes.
    The proposed Decision and Order (``Order'') requires Emerson to 
divest Pentair's switchbox manufacturer subsidiary, Westlock Controls 
Corporation (``Westlock''), to Crane Co. (``Crane'') no later than ten 
days after the Acquisition is consummated. The divestiture requires 
Emerson to transfer to Crane all of the facilities, personnel, 
confidential information, and intellectual property associated with the 
design, manufacture, and sale of Westlock's products, which will allow 
Crane to effectively compete in the switchbox market.
    The Commission has placed the Consent Agreement on the public 
record for 30 days to solicit comments from interested persons. 
Comments received during this period will become part of the public 
record. After 30 days, the Commission will again review the Consent 
Agreement, along with any comments received, and decide whether it 
should withdraw from the Consent Agreement, modify it, or make the 
Order final.

II. The Respondents

    Emerson, headquartered in St. Louis, Missouri, is a diversified 
global manufacturing company that provides a variety of products and 
services for the industrial, commercial, and consumer markets. Through 
its Automated Solutions segment, Emerson is a leading manufacturer of 
industrial equipment and instrumentation, including valves, actuators, 
regulators, and switchboxes, which it sells to customers in, among 
others, the oil and gas, refining, chemical, and power generation 
industries.
    Pentair, headquartered in London, United Kingdom, with a main U.S. 
office located in Minneapolis,

[[Page 20891]]

Minnesota, is a global water, fluid, thermal management, and equipment 
protection company. The Pentair Valves & Controls business manufactures 
valves, fittings, actuators, and controls, including switchboxes, for a 
broad array of industrial markets.

III. The Relevant Markets

    The relevant product market at issue in this transaction is 
switchboxes. Switchboxes are devices that monitor and control isolation 
(or ``on/off'') valves, which control the flow of liquids or gases 
through pipes in industrial applications, including the oil and gas, 
chemical, petrochemical, and power generation industries. Switchboxes 
consist of a hard outer case, which often is made of explosion-proof 
material, containing switches and other electrical components that 
detect the position of a valve--that is, whether it is open or closed--
and communicate that position via a visual display and/or digital 
signals to the facility's workers and control room. Switchboxes are 
ancillary components that are typically bundled together with a valve, 
an actuator (a device that physically opens and closes a valve), and 
other control products into an ``automated'' isolation valve, which can 
open and close automatically without manual intervention. Because 
switchboxes perform a unique and essential role in the efficient and 
safe operation of industrial plants and facilities, there currently are 
no practical alternatives to switchboxes.
    The United States is the relevant geographic market in which to 
assess the competitive effects of the Acquisition. The United States 
operates distinctly compared to international markets. Unlike 
international markets, the domestic market relies heavily on 
distributors, so competition takes place at both the distributor and 
customer level. Moreover, customers in the United States have distinct 
brand preferences for leading switchbox brands. Because switchboxes are 
frequently used under hazardous conditions in which safety is critical, 
brand reputation and product reliability are very important to 
customers. As a result, U.S. customers are unlikely to turn to brands 
that are not well established in the United States in response to a 
small but significant non-transitory increase in price.
    Pentair's ``Westlock'' and Emerson's ``TopWorx'' switchbox 
businesses are the two largest suppliers of switchboxes in the United 
States, with a combined market share of approximately 60%. Other than 
Westlock and TopWorx, there are few suppliers with appreciable market 
shares. Each of these suppliers has substantially smaller market shares 
than either Westlock or TopWorx. In addition, there is a fringe of 
small manufacturers with very small market shares. The switchboxes 
produced by these smaller suppliers are not widely accepted by 
customers in the United States. The Acquisition would substantially 
increase concentration levels in the U.S. switchbox market and would 
result in a highly concentrated market. Under the Horizontal Merger 
Guidelines, the increase in concentration would presumptively create or 
enhance market power.

IV. Effects of the Acquisition

    Absent a divestiture, the proposed Acquisition would likely harm 
competition in the U.S. switchbox market. Emerson and Pentair are each 
other's closest competitors in this market, and customers benefit from 
that competition through lower prices and increased product innovation. 
TopWorx and Westlock are the most widely used and highly regarded 
brands of switchboxes in the United States and, for many customers, are 
the only acceptable brands of switchboxes. By eliminating competition 
between Emerson and Pentair, the Acquisition likely would produce 
unilateral effects in the form of higher prices and reduced innovation.

V. Entry

    Entry into the U.S. market for switchboxes would not be timely, 
likely, or sufficient in to deter or counteract the anticompetitive 
effects of the Acquisition. The competitive strength of TopWorx and 
Westlock largely reflects their brand reputation for reliability and 
durability, which could not be quickly replicated by a new entrant. In 
addition, customers will typically only purchase switchboxes from 
approved suppliers and are reluctant to consider unproven 
manufacturers. This is because customers place a premium on safety, and 
product failure could cause costly and potentially dangerous disruption 
to critical applications. Any new entrant would need to not only 
undertake a lengthy and costly process of new product development, but 
would also need to undergo rigorous vetting, testing, and approval to 
become viable alternatives for many customers. Given the difficulty in 
overcoming these obstacles, it is unlikely that a new entrant or 
existing lower-tier competitor could effectively restore the 
competition lost through this Acquisition.

VI. The Proposed Consent Agreement

    The proposed Consent Agreement remedies the competitive concerns 
raised by the Acquisition by requiring Emerson to divest Pentair's 
Westlock subsidiary to Crane, a publicly traded manufacturer of highly 
engineered industrial products, including industrial valves. The 
proposed divestiture includes everything needed for Crane to compete 
effectively in the U.S. market for switchboxes.
    Crane, headquartered in Stamford, Connecticut, is a 162-year-old 
company with a long history as a significant competitor in the U.S. 
industrial valves market, providing it with the industry experience and 
expertise necessary to replace the competition that would be lost due 
to the Acquisition. Crane's portfolio of valves complements the 
switchbox and other valve control products that Westlock manufactures, 
but Crane does not sell any products that compete with Westlock. Crane 
has a substantial U.S. infrastructure and customer base, including many 
of the same customers as Westlock, and pre-existing relationships with 
many of Westlock's distributors. Crane is thus well positioned to 
acquire and integrate Westlock and maintain the benefits of competition 
in this market.
    Under the terms of the Order, Emerson must divest all of Westlock's 
businesses and assets to Crane, including Westlock's manufacturing 
facility located in Saddle Brook, New Jersey, and all of the 
confidential information and intellectual property related to 
Westlock's product portfolio. Emerson must also allow Crane to have 
access to and hire any Westlock employees who were engaged in the 
research, development, manufacturing, marketing, or sales of Westlock's 
products. In order to ensure that the divestiture will succeed, the 
Order requires the Respondents to enter into a one-year transitional 
services agreement with Crane for certain functions that Pentair 
performed for Westlock (such as accounts receivable, tax, legal, 
payroll, benefits, and other related functions). In order to preserve 
competition with Emerson, the Order requires Emerson to institute 
procedures that protect sensitive non-public information regarding 
Westlock's business from the Emerson business people in competing lines 
of business. It also restricts Emerson from instituting patent 
infringement suits against Crane for the Westlock switchbox product 
lines that are currently being marketed or in development.
    The Respondents must complete the divestiture no later than ten 
days after the consummation of the Acquisition. If the Commission 
determines that Crane is not an acceptable acquirer, the Order requires 
the Respondents to unwind the

[[Page 20892]]

sale and accomplish a divestiture of Westlock to another Commission-
approved acquirer within 180 days of the date the Order becomes final. 
Further, the Order allows the Commission to appoint a monitor to ensure 
that the Respondents expeditiously comply with their obligations under 
the Order and a Divestiture Trustee to accomplish the divestiture 
should the Respondents fail to comply with their divestiture 
obligations.

VII. Opportunity for Public Comment

    The purpose of this analysis is to facilitate public comment on the 
Consent Agreement to aid the Commission in determining whether it 
should make the Consent Agreement final. This analysis is not intended 
to constitute an official interpretation of the proposed Consent 
Agreement and does not modify its terms in any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2017-08965 Filed 5-3-17; 8:45 am]
 BILLING CODE 6750-01-P



                                                                               Federal Register / Vol. 82, No. 85 / Thursday, May 4, 2017 / Notices                                             20889

                                               STATUS:  This meeting will be closed to                 and thereby retain shares of Woodlands                FEDERAL TRADE COMMISSION
                                               the public.                                             Bank, Williamsport, Pennsylvania.
                                                                                                                                                             [File No. 161 0221; Docket No. C–4615]
                                               ITEMS TO BE DISCUSSED: Compliance                         Board of Governors of the Federal Reserve
                                               matters pursuant to 52 U.S.C. 30109.                    System, April 28, 2017.                               Emerson Electric Co. and Pentair plc;
                                                  Matters relating to internal personnel               Yao-Chin Chao,                                        Analysis To Aid Public Comment
                                               decisions, or internal rules and                        Assistant Secretary of the Board.
                                               practices. Information the premature                                                                          AGENCY:    Federal Trade Commission.
                                                                                                       [FR Doc. 2017–08960 Filed 5–3–17; 8:45 am]
                                               disclosure of which would be likely to                                                                        ACTION:   Proposed consent agreement.
                                                                                                       BILLING CODE 6210–01–P
                                               have a considerable adverse effect on
                                                                                                                                                             SUMMARY:    The consent agreement in this
                                               the implementation of a proposed
                                                                                                                                                             matter settles alleged violations of
                                               Commission action.                                      FEDERAL RESERVE SYSTEM                                federal law prohibiting unfair methods
                                                  Matters concerning participation in
                                                                                                                                                             of competition. The attached Analysis to
                                               civil actions or proceedings or                         Formations of, Acquisitions by, and                   Aid Public Comment describes both the
                                               arbitration.                                            Mergers of Bank Holding Companies                     allegations in the complaint and the
                                               *     *     *     *     *                                 The companies listed in this notice                 terms of the consent orders—embodied
                                               PERSON TO CONTACT FOR INFORMATION:                      have applied to the Board for approval,               in the consent agreement—that would
                                               Judith Ingram, Press Officer, Telephone:                pursuant to the Bank Holding Company                  settle these allegations.
                                               (202) 694–1220.                                         Act of 1956 (12 U.S.C. 1841 et seq.)                  DATES: Comments must be received on
                                               Dayna C. Brown,                                         (BHC Act), Regulation Y (12 CFR part                  or before May 30, 2017.
                                               Secretary and Clerk of the Commission.
                                                                                                       225), and all other applicable statutes               ADDRESSES: Interested parties may file a
                                                                                                       and regulations to become a bank                      comment at https://
                                               [FR Doc. 2017–09070 Filed 5–2–17; 11:15 am]
                                                                                                       holding company and/or to acquire the                 ftcpublic.commentworks.com/ftc/
                                               BILLING CODE 6715–01–P
                                                                                                       assets or the ownership of, control of, or            emersonelectricconsent online or on
                                                                                                       the power to vote shares of a bank or                 paper, by following the instructions in
                                                                                                       bank holding company and all of the                   the Request for Comment part of the
                                               FEDERAL RESERVE SYSTEM                                  banks and nonbanking companies                        SUPPLEMENTARY INFORMATION section
                                                                                                       owned by the bank holding company,                    below. Write ‘‘In the Matter of Emerson
                                               Change in Bank Control Notices;                         including the companies listed below.                 Electric Co. and Pentair plc, File No.
                                               Acquisitions of Shares of a Bank or                       The applications listed below, as well              161 0221’’ on your comment and file
                                               Bank Holding Company                                    as other related filings required by the              your comment online at https://
                                                                                                       Board, are available for immediate                    ftcpublic.commentworks.com/ftc/
                                                 The notificants listed below have
                                                                                                       inspection at the Federal Reserve Bank                emersonelectricconsent by following the
                                               applied under the Change in Bank
                                                                                                       indicated. The applications will also be              instructions on the web-based form. If
                                               Control Act (12 U.S.C. 1817(j)) and
                                                                                                       available for inspection at the offices of            you prefer to file your comment on
                                               § 225.41 of the Board’s Regulation Y (12
                                                                                                       the Board of Governors. Interested                    paper, write ‘‘In the Matter of Emerson
                                               CFR 225.41) to acquire shares of a bank
                                                                                                       persons may express their views in                    Electric Co. and Pentair plc, File No.
                                               or bank holding company. The factors
                                                                                                       writing on the standards enumerated in                161 0221’’ on your comment and on the
                                               that are considered in acting on the
                                                                                                       the BHC Act (12 U.S.C. 1842(c)). If the               envelope, and mail your comment to the
                                               notices are set forth in paragraph 7 of
                                                                                                       proposal also involves the acquisition of             following address: Federal Trade
                                               the Act (12 U.S.C. 1817(j)(7)).
                                                                                                       a nonbanking company, the review also                 Commission, Office of the Secretary,
                                                 The notices are available for
                                                                                                       includes whether the acquisition of the               600 Pennsylvania Avenue NW., Suite
                                               immediate inspection at the Federal
                                                                                                       nonbanking company complies with the                  CC–5610 (Annex D), Washington, DC
                                               Reserve Bank indicated. The notices
                                                                                                       standards in section 4 of the BHC Act                 20580, or deliver your comment to the
                                               also will be available for inspection at
                                                                                                       (12 U.S.C. 1843). Unless otherwise                    following address: Federal Trade
                                               the offices of the Board of Governors.
                                                                                                       noted, nonbanking activities will be                  Commission, Office of the Secretary,
                                               Interested persons may express their
                                                                                                       conducted throughout the United States.               Constitution Center, 400 7th Street SW.,
                                               views in writing to the Reserve Bank
                                                                                                         Unless otherwise noted, comments                    5th Floor, Suite 5610 (Annex D),
                                               indicated for that notice or to the offices
                                                                                                       regarding each of these applications                  Washington, DC 20024.
                                               of the Board of Governors. Comments
                                                                                                       must be received at the Reserve Bank                  FOR FURTHER INFORMATION CONTACT:
                                               must be received not later than May 18,
                                                                                                       indicated or the offices of the Board of              Jonathan Platt (212–607–2819) or Ryan
                                               2017.
                                                                                                       Governors not later than May 30, 2017.                Harsch (212–607–2805), FTC, Northeast
                                                 A. Federal Reserve Bank of                              A. Federal Reserve Bank of St. Louis
                                               Philadelphia (William Spaniel, Senior                                                                         Region, One Bowling Green, Suite 318,
                                                                                                       (David L. Hubbard, Senior Manager)                    New York, NY 10004.
                                               Vice President) 100 North 6th Street,                   P.O. Box 442, St. Louis, Missouri
                                               Philadelphia, Pennsylvania 19105–                       63166–2034. Comments can also be sent                 SUPPLEMENTARY INFORMATION: Pursuant
                                               1521. Comments can also be sent                         electronically to                                     to Section 6(f) of the Federal Trade
                                               electronically to                                       Comments.applications@stls.frb.org:                   Commission Act, 15 U.S.C. 46(f), and
                                               Comments.applications@phil.frb.org:                       1. Home Bancshares, Inc., Conway,                   FTC Rule 2.34, 16 CFR 2.34, notice is
                                                 1. Firetree, Ltd., Williamsport,                      Arkansas; to acquire 100 percent of                   hereby given that the above-captioned
                                               Pennsylvania, individually and as part                  Stonegate Bank, Pompano Beach,                        consent agreement containing consent
pmangrum on DSK3GDR082PROD with NOTICES




                                               of a group acting in concert with                       Florida.                                              order to cease and desist, having been
                                               Firetree, Ltd., William Brown, Muncy,                                                                         filed with and accepted, subject to final
                                               Pennsylvania; Donna Spitler, and                          Board of Governors of the Federal Reserve           approval, by the Commission, has been
                                               Thomas Spitler, both of Wooster, Ohio;                  System, April 28, 2017.                               placed on the public record for a period
                                               and Perter Went, Jersey City, New                       Yao-Chin Chao,                                        of thirty (30) days. The following
                                               Jersey; to retain voting shares of                      Assistant Secretary of the Board.                     Analysis to Aid Public Comment
                                               Woodlands Financial Services                            [FR Doc. 2017–08959 Filed 5–3–17; 8:45 am]            describes the terms of the consent
                                               Company, Williamsport, Pennsylvania,                    BILLING CODE 6210–01–P                                agreement, and the allegations in the


                                          VerDate Sep<11>2014   14:39 May 03, 2017   Jkt 241001   PO 00000   Frm 00026   Fmt 4703   Sfmt 4703   E:\FR\FM\04MYN1.SGM   04MYN1


                                               20890                           Federal Register / Vol. 82, No. 85 / Thursday, May 4, 2017 / Notices

                                               complaint. An electronic copy of the                    debit card number. You are also solely                effects that would likely result from
                                               full text of the consent agreement                      responsible for making sure that your                 Emerson’s proposed acquisition of
                                               package can be obtained from the FTC                    comment does not include any sensitive                Pentair’s valves and controls business.
                                               Home Page (for April 28, 2017), on the                  health information, such as medical                      Pursuant to a Share Purchase
                                               World Wide Web, at http://www.ftc.gov/                  records or other individually                         Agreement, dated as of August 18, 2016,
                                               os/actions.shtm.                                        identifiable health information. In                   Emerson proposes to acquire the equity
                                                  You can file a comment online or on                  addition, your comment should not                     interests of certain subsidiaries of
                                               paper. For the Commission to consider                   include any ‘‘trade secret or any                     Pentair in exchange for cash
                                               your comment, we must receive it on or                  commercial or financial information                   considerations of approximately $3.15
                                               before May 30, 2017. Write ‘‘In the                     which . . . is privileged or                          billion (the ‘‘Acquisition’’). The
                                               Matter of Emerson Electric Co. and                      confidential’’—as provided by Section                 proposed Acquisition would combine
                                               Pentair plc, File No. 161 0221’’ on your                6(f) of the FTC Act, 15 U.S.C. 46(f), and             the two largest suppliers of switchboxes,
                                               comment. Your comment—including                         FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)—               which are industrial valve control
                                               your name and your state—will be                        including in particular competitively                 products, in the United States. The
                                               placed on the public record of this                     sensitive information such as costs,                  Commission’s Complaint alleges that
                                               proceeding, including, to the extent                    sales statistics, inventories, formulas,              the proposed Acquisition, if
                                               practicable, on the public Commission                   patterns, devices, manufacturing                      consummated, would violate Section 7
                                               Web site, at https://www.ftc.gov/policy/                processes, or customer names.                         of the Clayton Act, as amended, 15
                                               public-comments. As a matter of                           Once your comment has been posted                   U.S.C. 18, and Section 5 of the Federal
                                               discretion, the Commission tries to                     on the public FTC Web site—as legally                 Trade Commission Act, as amended, 15
                                               remove individuals’ home contact                        required by FTC Rule 4.9(b)—we cannot                 U.S.C. 45, by substantially lessening
                                               information from comments before                        redact or remove your comment from                    competition in the United States market
                                               placing them on the Commission Web                      the FTC Web site, unless you submit a                 for switchboxes.
                                               site.                                                   confidentiality request that meets the                   The proposed Decision and Order
                                                  Postal mail addressed to the                         requirements for such treatment under                 (‘‘Order’’) requires Emerson to divest
                                               Commission is subject to delay due to                   FTC Rule 4.9(c), and the General                      Pentair’s switchbox manufacturer
                                               heightened security screening. As a                     Counsel grants that request in                        subsidiary, Westlock Controls
                                               result, we encourage you to submit your                 accordance with the law and the public                Corporation (‘‘Westlock’’), to Crane Co.
                                               comments online. To make sure that the                  interest. Comments containing material                (‘‘Crane’’) no later than ten days after
                                               Commission considers your online                        for which confidential treatment is                   the Acquisition is consummated. The
                                               comment, you must file it at https://                   requested must be filed in paper form,                divestiture requires Emerson to transfer
                                               ftcpublic.commentworks.com/ftc/                         must be clearly labeled ‘‘Confidential,’’             to Crane all of the facilities, personnel,
                                               emersonelectricconsent by following the                 and must comply with FTC Rule 4.9(c).                 confidential information, and
                                               instructions on the web-based form. If                  In particular, the written request for                intellectual property associated with the
                                               this Notice appears at http://                          confidential treatment that accompanies               design, manufacture, and sale of
                                               www.regulations.gov/#!home, you also                    the comment must include the factual                  Westlock’s products, which will allow
                                               may file a comment through that Web                                                                           Crane to effectively compete in the
                                                                                                       and legal basis for the request, and must
                                               site.                                                                                                         switchbox market.
                                                                                                       identify the specific portions of the
                                                  If you file your comment on paper,                                                                            The Commission has placed the
                                               write ‘‘In the Matter of Emerson Electric               comment to be withheld from the public
                                                                                                                                                             Consent Agreement on the public record
                                               Co. and Pentair plc, File No. 161 0221’’                record. See FTC Rule 4.9(c).
                                                                                                                                                             for 30 days to solicit comments from
                                                                                                         Visit the Commission Web site at
                                               on your comment and on the envelope,                                                                          interested persons. Comments received
                                               and mail it to the following address:                   http://www.ftc.gov to read this Notice
                                                                                                                                                             during this period will become part of
                                               Federal Trade Commission, Office of the                 and the news release describing it. The
                                                                                                                                                             the public record. After 30 days, the
                                               Secretary, 600 Pennsylvania Avenue                      FTC Act and other laws that the
                                                                                                                                                             Commission will again review the
                                               NW, Suite CC–5610 (Annex D),                            Commission administers permit the
                                                                                                                                                             Consent Agreement, along with any
                                               Washington, DC 20580, or deliver your                   collection of public comments to
                                                                                                                                                             comments received, and decide whether
                                               comment to the following address:                       consider and use in this proceeding as
                                                                                                                                                             it should withdraw from the Consent
                                               Federal Trade Commission, Office of the                 appropriate. The Commission will
                                                                                                                                                             Agreement, modify it, or make the Order
                                               Secretary, Constitution Center, 400 7th                 consider all timely and responsive
                                                                                                                                                             final.
                                               Street SW., 5th Floor, Suite 5610                       public comments that it receives on or
                                               (Annex D), Washington, DC. If possible,                 before May 30, 2017. You can find more                II. The Respondents
                                               submit your paper comment to the                        information, including routine uses                      Emerson, headquartered in St. Louis,
                                               Commission by courier or overnight                      permitted by the Privacy Act, in the                  Missouri, is a diversified global
                                               service.                                                Commission’s privacy policy, at https://              manufacturing company that provides a
                                                  Because your comment will be placed                  www.ftc.gov/site-information/privacy-                 variety of products and services for the
                                               on the publicly accessible FTC Web site                 policy.                                               industrial, commercial, and consumer
                                               at www.ftc.gov, you are solely                          Analysis of Agreement Containing                      markets. Through its Automated
                                               responsible for making sure that your                   Consent Orders To Aid Public Comment                  Solutions segment, Emerson is a leading
                                               comment does not include any sensitive                                                                        manufacturer of industrial equipment
                                               or confidential information. In                         I. Introduction                                       and instrumentation, including valves,
pmangrum on DSK3GDR082PROD with NOTICES




                                               particular, your comment should not                        The Federal Trade Commission                       actuators, regulators, and switchboxes,
                                               include any sensitive personal                          (‘‘Commission’’) has accepted, subject to             which it sells to customers in, among
                                               information, such as your or anyone                     final approval, an Agreement                          others, the oil and gas, refining,
                                               else’s Social Security number; date of                  Containing Consent Orders (‘‘Consent                  chemical, and power generation
                                               birth; driver’s license number or other                 Agreement’’) from Emerson Electric Co.                industries.
                                               state identification number, or foreign                 (‘‘Emerson’’) and Pentair plc (‘‘Pentair’’)              Pentair, headquartered in London,
                                               country equivalent; passport number;                    (collectively, the ‘‘Respondents’’) that is           United Kingdom, with a main U.S.
                                               financial account number; or credit or                  designed to remedy the anticompetitive                office located in Minneapolis,


                                          VerDate Sep<11>2014   14:39 May 03, 2017   Jkt 241001   PO 00000   Frm 00027   Fmt 4703   Sfmt 4703   E:\FR\FM\04MYN1.SGM   04MYN1


                                                                               Federal Register / Vol. 82, No. 85 / Thursday, May 4, 2017 / Notices                                            20891

                                               Minnesota, is a global water, fluid,                    has substantially smaller market shares               raised by the Acquisition by requiring
                                               thermal management, and equipment                       than either Westlock or TopWorx. In                   Emerson to divest Pentair’s Westlock
                                               protection company. The Pentair Valves                  addition, there is a fringe of small                  subsidiary to Crane, a publicly traded
                                               & Controls business manufactures                        manufacturers with very small market                  manufacturer of highly engineered
                                               valves, fittings, actuators, and controls,              shares. The switchboxes produced by                   industrial products, including industrial
                                               including switchboxes, for a broad array                these smaller suppliers are not widely                valves. The proposed divestiture
                                               of industrial markets.                                  accepted by customers in the United                   includes everything needed for Crane to
                                                                                                       States. The Acquisition would                         compete effectively in the U.S. market
                                               III. The Relevant Markets
                                                                                                       substantially increase concentration                  for switchboxes.
                                                  The relevant product market at issue                 levels in the U.S. switchbox market and                  Crane, headquartered in Stamford,
                                               in this transaction is switchboxes.                     would result in a highly concentrated                 Connecticut, is a 162-year-old company
                                               Switchboxes are devices that monitor                    market. Under the Horizontal Merger                   with a long history as a significant
                                               and control isolation (or ‘‘on/off’’)                   Guidelines, the increase in                           competitor in the U.S. industrial valves
                                               valves, which control the flow of liquids               concentration would presumptively                     market, providing it with the industry
                                               or gases through pipes in industrial                    create or enhance market power.                       experience and expertise necessary to
                                               applications, including the oil and gas,                                                                      replace the competition that would be
                                               chemical, petrochemical, and power                      IV. Effects of the Acquisition                        lost due to the Acquisition. Crane’s
                                               generation industries. Switchboxes                         Absent a divestiture, the proposed                 portfolio of valves complements the
                                               consist of a hard outer case, which often               Acquisition would likely harm                         switchbox and other valve control
                                               is made of explosion-proof material,                    competition in the U.S. switchbox                     products that Westlock manufactures,
                                               containing switches and other electrical                market. Emerson and Pentair are each                  but Crane does not sell any products
                                               components that detect the position of                  other’s closest competitors in this                   that compete with Westlock. Crane has
                                               a valve—that is, whether it is open or                  market, and customers benefit from that               a substantial U.S. infrastructure and
                                               closed—and communicate that position                    competition through lower prices and                  customer base, including many of the
                                               via a visual display and/or digital                     increased product innovation. TopWorx                 same customers as Westlock, and pre-
                                               signals to the facility’s workers and                   and Westlock are the most widely used                 existing relationships with many of
                                               control room. Switchboxes are ancillary                 and highly regarded brands of                         Westlock’s distributors. Crane is thus
                                               components that are typically bundled                   switchboxes in the United States and,                 well positioned to acquire and integrate
                                               together with a valve, an actuator (a                   for many customers, are the only                      Westlock and maintain the benefits of
                                               device that physically opens and closes                 acceptable brands of switchboxes. By                  competition in this market.
                                               a valve), and other control products into               eliminating competition between                          Under the terms of the Order,
                                               an ‘‘automated’’ isolation valve, which                 Emerson and Pentair, the Acquisition                  Emerson must divest all of Westlock’s
                                               can open and close automatically                        likely would produce unilateral effects               businesses and assets to Crane,
                                               without manual intervention. Because                    in the form of higher prices and reduced              including Westlock’s manufacturing
                                               switchboxes perform a unique and                        innovation.                                           facility located in Saddle Brook, New
                                               essential role in the efficient and safe                                                                      Jersey, and all of the confidential
                                               operation of industrial plants and                      V. Entry                                              information and intellectual property
                                               facilities, there currently are no                         Entry into the U.S. market for                     related to Westlock’s product portfolio.
                                               practical alternatives to switchboxes.                  switchboxes would not be timely, likely,              Emerson must also allow Crane to have
                                                  The United States is the relevant                    or sufficient in to deter or counteract the           access to and hire any Westlock
                                               geographic market in which to assess                    anticompetitive effects of the                        employees who were engaged in the
                                               the competitive effects of the                          Acquisition. The competitive strength of              research, development, manufacturing,
                                               Acquisition. The United States operates                 TopWorx and Westlock largely reflects                 marketing, or sales of Westlock’s
                                               distinctly compared to international                    their brand reputation for reliability and            products. In order to ensure that the
                                               markets. Unlike international markets,                  durability, which could not be quickly                divestiture will succeed, the Order
                                               the domestic market relies heavily on                   replicated by a new entrant. In addition,             requires the Respondents to enter into a
                                               distributors, so competition takes place                customers will typically only purchase                one-year transitional services agreement
                                               at both the distributor and customer                    switchboxes from approved suppliers                   with Crane for certain functions that
                                               level. Moreover, customers in the                       and are reluctant to consider unproven                Pentair performed for Westlock (such as
                                               United States have distinct brand                       manufacturers. This is because                        accounts receivable, tax, legal, payroll,
                                               preferences for leading switchbox                       customers place a premium on safety,                  benefits, and other related functions). In
                                               brands. Because switchboxes are                         and product failure could cause costly                order to preserve competition with
                                               frequently used under hazardous                         and potentially dangerous disruption to               Emerson, the Order requires Emerson to
                                               conditions in which safety is critical,                 critical applications. Any new entrant                institute procedures that protect
                                               brand reputation and product reliability                would need to not only undertake a                    sensitive non-public information
                                               are very important to customers. As a                   lengthy and costly process of new                     regarding Westlock’s business from the
                                               result, U.S. customers are unlikely to                  product development, but would also                   Emerson business people in competing
                                               turn to brands that are not well                        need to undergo rigorous vetting,                     lines of business. It also restricts
                                               established in the United States in                     testing, and approval to become viable                Emerson from instituting patent
                                               response to a small but significant non-                alternatives for many customers. Given                infringement suits against Crane for the
                                               transitory increase in price.                           the difficulty in overcoming these                    Westlock switchbox product lines that
pmangrum on DSK3GDR082PROD with NOTICES




                                                  Pentair’s ‘‘Westlock’’ and Emerson’s                 obstacles, it is unlikely that a new                  are currently being marketed or in
                                               ‘‘TopWorx’’ switchbox businesses are                    entrant or existing lower-tier competitor             development.
                                               the two largest suppliers of switchboxes                could effectively restore the competition                The Respondents must complete the
                                               in the United States, with a combined                   lost through this Acquisition.                        divestiture no later than ten days after
                                               market share of approximately 60%.                                                                            the consummation of the Acquisition. If
                                               Other than Westlock and TopWorx,                        VI. The Proposed Consent Agreement                    the Commission determines that Crane
                                               there are few suppliers with appreciable                  The proposed Consent Agreement                      is not an acceptable acquirer, the Order
                                               market shares. Each of these suppliers                  remedies the competitive concerns                     requires the Respondents to unwind the


                                          VerDate Sep<11>2014   14:39 May 03, 2017   Jkt 241001   PO 00000   Frm 00028   Fmt 4703   Sfmt 4703   E:\FR\FM\04MYN1.SGM   04MYN1


                                               20892                           Federal Register / Vol. 82, No. 85 / Thursday, May 4, 2017 / Notices

                                               sale and accomplish a divestiture of                    FOR FURTHER INFORMATION CONTACT:                      primary care setting. This gap in the
                                               Westlock to another Commission-                         Doris Lefkowitz, AHRQ Reports                         literature is becoming more pronounced
                                               approved acquirer within 180 days of                    Clearance Officer, (301) 427–1477, or by              as primary care is increasingly serving
                                               the date the Order becomes final.                       email at doris.lefkowitz@AHRQ.hhs.gov.                as the key integrator across the health
                                               Further, the Order allows the                           SUPPLEMENTARY INFORMATION:                            system as part of payment and delivery
                                               Commission to appoint a monitor to                                                                            system reforms. This research project
                                               ensure that the Respondents                             Proposed Project                                      aims to address the important and
                                               expeditiously comply with their                         The Re-Engineered Visit for Primary                   unfulfilled need to improve patient
                                               obligations under the Order and a                       Care (AHRQ REV)                                       safety and reduce avoidable
                                               Divestiture Trustee to accomplish the                                                                         readmissions within the primary care
                                                                                                          In accordance with the Paperwork
                                               divestiture should the Respondents fail                                                                       context.
                                               to comply with their divestiture                        Reduction Act, 44 U.S.C. 3501–3521,                      AHRQ’s goals in supporting this 30-
                                               obligations.                                            AHRQ invites the public to comment on                 month project are to build on the
                                                                                                       this proposed information collection.                 knowledge base from the inpatient
                                               VII. Opportunity for Public Comment                     This project, The Re-engineered Visit for             settings, add to the expanding evidence
                                                  The purpose of this analysis is to                   Primary Care (AHRQ REV), directly                     base on preventing readmissions by
                                               facilitate public comment on the                        addresses the agency’s goal to conduct                focusing on the primary care setting,
                                               Consent Agreement to aid the                            research to enhance the quality of health             and provide insight on the components
                                               Commission in determining whether it                    care and reduce avoidable readmissions,               and themes that should be part of a re-
                                               should make the Consent Agreement                       which are a major indicator of poor                   engineered visit in primary care. This
                                               final. This analysis is not intended to                 quality and patient safety.                           work will ultimately inform an effective
                                               constitute an official interpretation of                   Research from AHRQ’s Healthcare
                                                                                                                                                             intervention that can be tested in a
                                               the proposed Consent Agreement and                      Cost and Utilization Project (HCUP)
                                                                                                                                                             diverse set of primary care clinics.
                                               does not modify its terms in any way.                   indicates that in 2011 there were                        To meet AHRQ’s goals and objectives,
                                                                                                       approximately 3.3 million adult hospital              the agency awarded a task order to John
                                                 By direction of the Commission.
                                                                                                       readmissions in the United States.                    Snow, Inc. (JSI) to conduct qualitative
                                               Donald S. Clark,                                        Adults covered by Medicare have the
                                               Secretary.                                                                                                    research using quality improvement to
                                                                                                       highest readmission rate (17.2 per 100                investigate the primary care-based
                                               [FR Doc. 2017–08965 Filed 5–3–17; 8:45 am]              admissions), followed by adults covered               transitional care workflow from the
                                               BILLING CODE 6750–01–P                                  by Medicaid (14.6 per 100 admissions)                 primary care staff, patient, and
                                                                                                       and privately insured adults (8.7 per                 community agency perspective.
                                                                                                       100 admissions). High rates of                           This research has the following goals:
                                               DEPARTMENT OF HEALTH AND                                readmissions are a major patient safety                  1. Analyze current processes in the
                                               HUMAN SERVICES                                          problem and are associated with a range               primary care visit associated with
                                                                                                       of adverse events, such as prescribing                hospital discharge; and
                                               Agency for Healthcare Research and                      errors and misdiagnoses of conditions in                 2. Identify components of the re-
                                               Quality                                                 the hospital and ambulatory care                      engineered visit.
                                                                                                       settings. Collectively these readmissions                This study is being conducted by
                                               Agency Information Collection
                                                                                                       are associated with $41.3 billion in                  AHRQ through its contractor pursuant
                                               Activities: Proposed Collection;
                                                                                                       annual hospital costs, many of which                  to AHRQ’s statutory authority to
                                               Comment Request
                                                                                                       potentially could be avoided.                         conduct and support research on health
                                               AGENCY: Agency for Healthcare Research                     In recent years, payer and provider                care and on systems for the delivery of
                                               and Quality, HHS.                                       efforts to reduce readmissions have                   such care, including activities with
                                               ACTION: Notice.                                         proliferated. Many of these national                  respect to the quality, effectiveness,
                                                                                                       programs have been informed or guided                 efficiency, appropriateness and vale of
                                               SUMMARY:   This notice announces the                    by evidence-based research, toolkits and              health care services and with respect to
                                               intention of the Agency for Healthcare                  guides, such as AHRQ’s RED (Re-                       quality measurement and improvement.
                                               Research and Quality (AHRQ) to request                  Engineered Discharge), STAAR (STate                   42 U.S.C 299a(a)(1) and (2).
                                               that the Office of Management and                       Action on Avoidable Readmission),
                                               Budget (OMB) approve the proposed                       AHRQ’s Project BOOST (Better                          Method of Collection
                                               information collection project ‘‘The Re-                Outcomes by Optimizing Safe                              To analyze current processes in the
                                               engineered Visit for Primary Care                       Transitions), the Hospital Guide to                   primary care visit associated with
                                               (AHRQ REV).’’ This proposed                             Reducing Medicaid Readmissions, and                   hospital discharge, the data collection is
                                               information collection was previously                   Eric Coleman’s Care Transitions                       separated into seven smaller data
                                               published in the Federal Register on                    Intervention. These efforts have largely              collection activities to minimize
                                               February 13, 2017 and allowed 60 days                   focused on enhancing practices                        research participant burden while still
                                               for public comment. AHRQ received                       occurring within the hospital setting,                allowing for the collection of necessary
                                               one comment from the public. The                        including the discharge process                       data. Each of these tasks will be
                                               purpose of this notice is to allow an                   transitions among providers and                       conducted at nine primary care sites:
                                               additional 30 days for public comment.                  between settings of care. While many of                  1. Primary care site organizational
                                               DATES: Comments on this notice must be                  these efforts have recognized the critical            characteristics survey: The purpose of
pmangrum on DSK3GDR082PROD with NOTICES




                                               received by June 5, 2017.                               role of primary care in managing care                 this background information on the
                                               ADDRESSES: Written comments should                      transitions, they have not had an                     primary care site’s organizational
                                               be submitted to: AHRQ’s OMB Desk                        explicit focus on enhancing primary                   characteristics is to offer context for the
                                               Officer by fax at (202) 395–6974                        care with the aim of reducing avoidable               work flow mapping. It will help make
                                               (attention: AHRQ’s desk officer) or by                  readmissions.                                         the work flow mapping process more
                                               email at OIRA_submission@                                  Evidence-based guidance to reduce                  efficient and reduce burden by only
                                               omb.eop.gov (attention: AHRQ’s desk                     readmissions and improve patient safety               requesting information that is already
                                               officer).                                               are comparatively lacking for the                     known by each site contact. One person


                                          VerDate Sep<11>2014   14:39 May 03, 2017   Jkt 241001   PO 00000   Frm 00029   Fmt 4703   Sfmt 4703   E:\FR\FM\04MYN1.SGM   04MYN1



Document Created: 2017-05-04 01:48:55
Document Modified: 2017-05-04 01:48:55
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionProposed consent agreement.
DatesComments must be received on or before May 30, 2017.
ContactJonathan Platt (212-607-2819) or Ryan Harsch (212-607-2805), FTC, Northeast Region, One Bowling Green, Suite 318, New York, NY 10004.
FR Citation82 FR 20889 

2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR