83_FR_11578 83 FR 11527 - Air Medical Group Holdings, Inc., KKR North America Fund XI (AMG) LLC, and AMR Holdco, Inc.; Analysis To Aid Public Comment

83 FR 11527 - Air Medical Group Holdings, Inc., KKR North America Fund XI (AMG) LLC, and AMR Holdco, Inc.; Analysis To Aid Public Comment

FEDERAL TRADE COMMISSION

Federal Register Volume 83, Issue 51 (March 15, 2018)

Page Range11527-11529
FR Document2018-05251

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 83 Issue 51 (Thursday, March 15, 2018)
[Federal Register Volume 83, Number 51 (Thursday, March 15, 2018)]
[Notices]
[Pages 11527-11529]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-05251]


-----------------------------------------------------------------------

FEDERAL TRADE COMMISSION

[File No. 171 0217]


Air Medical Group Holdings, Inc., KKR North America Fund XI (AMG) 
LLC, and AMR Holdco, 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 April 6, 2018.

[[Page 11528]]


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: ``Air Medical Group 
Holdings, Inc., KKR North America Fund XI (AMG) LLC, and AMR Holdco, 
Inc.; File No. 1710217, Docket No. C-4642'' on your comment, and file 
your comment online at https://ftcpublic.commentworks.com/ftc/kkrenvisionamgconsent by following the instructions on the web-based 
form. If you prefer to file your comment on paper, write ``Air Medical 
Group Holdings, Inc., KKR North America Fund XI (AMG) LLC, and AMR 
Holdco, Inc.; File No. 1710217, Docket No. C-4642'' 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: Sylvia Kundig (415-848-5188), Western 
Region-San Francisco, 901 Market Street, Suite 570, San Francisco, CA 
94103.

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 March 7, 2018), on the World Wide Web, at 
https://www.ftc.gov/news-events/commission-actions.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before April 6, 2018. 
Write ``Air Medical Group Holdings, Inc., KKR North America Fund XI 
(AMG) LLC, and AMR Holdco, Inc.; File No. 1710217, Docket No. C-4642'' 
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 website, 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/kkrenvisionamgconsent 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 website.
    If you prefer to file your comment on paper, write ``Air Medical 
Group Holdings, Inc., KKR North America Fund XI (AMG) LLC, and AMR 
Holdco, Inc.; File No. 1710217, Docket No. C-4642'' 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 Commission by courier or overnight service.
    Because your comment will be placed on the publicly accessible FTC 
website 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 website--as legally required by FTC Rule 
4.9(b)--we cannot redact or remove your comment from the FTC website, 
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 website 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 April 6, 2018. For information on the 
Commission's privacy policy, including routine uses permitted by the 
Privacy Act, see https://www.ftc.gov/site-information/privacy-policy.

Analysis of Proposed Consent Orders To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Orders (``Consent 
Agreement'') with KKR North America Fund XI (AMG), LLC, Air Medical 
Group Holdings, Inc., (``AMGH''), and AMR Holdco, Inc. (``AMR''). The 
Consent Agreement is intended to remedy the anticompetitive effects 
that likely would result from AMGH's proposed acquisition of AMR (the 
``Acquisition''). Under the terms of the Consent Agreement, AMR must 
sell its inter-facility air medical transport services business in 
Hawaii. The Acquisition, if consummated, would result in the 
consolidation of the only two inter-facility air medical transport 
service providers in Hawaii.
    The Consent Agreement has been placed on the public record for 30 
days to solicit comments from interested persons. Comments received 
during this

[[Page 11529]]

period will become part of the public record. After 30 days, the 
Commission will again review the Consent Agreement and the comments 
received, and will decide whether it should withdraw from the Consent 
Agreement, modify it, or make final the Decision and Order (``Order'').

II. The Parties

A. AMGH

    AMGH is wholly owned by KKR North America Fund XI (AMG) LLC. It is 
likely the largest provider of air ambulance services in the United 
States with 270 operating locations in 38 states. AMGH operates as 
Hawaii Life Flight in Hawaii.

B. AMR

    AMR is a wholly-owned subsidiary of Envision Healthcare and is the 
largest national ground ambulance provider in the United States, but 
also provides air ambulance services in several locations. In Hawaii, 
it provides both ground ambulance services and inter-facility air 
ambulance transport services. To provide inter-facility air ambulance 
transport services, AMR partners with LifeTeam, an air ambulance 
provider located in the Midwest, which has the necessary FAA licenses 
and certifications, and provides the pilots and maintenance for the 
fixed-wing aircraft. AMR handles the marketing, medical personnel, and 
billing for the services provided.

III. The Proposed Acquisition

    Under an agreement executed on August 7, 2017, AMGH will acquire 
100 percent of the voting stock of AMR in a deal valued at 
approximately $2.4 billion.
    The Commission's Complaint alleges 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 FTC Act, as amended, 15 U.S.C. 45, by 
substantially lessening competition for the provision of inter-facility 
air ambulance transport services in Hawaii.

IV. The Relevant Market and Structure of the Markets

    The Commission's Complaint alleges that the relevant product market 
in which to analyze the Acquisition is the provision of inter-facility 
air ambulance transport services. These services consist of air 
ambulance services that transfer patients between medical facilities on 
different islands, including from medical facilities with low acuity or 
limited patient treatment capabilities to those that can provide the 
appropriate medical and surgical care. The Commission's Complaint 
alleges that the relevant geographic market in which to analyze the 
effects of the Acquisition is the State of Hawaii.
    The Commission's Complaint alleges that the Acquisition will 
increase concentration in an already highly concentrated market. AMGH 
and AMR are the only two providers of inter-facility air ambulance 
transport services in Hawaii.

V. Effects of the Transaction

    According to the Commission, the effect of the Acquisition, if 
consummated, may be substantially to lessen competition and tend to 
create a monopoly in inter-facility air ambulance transport services, 
and increase the likelihood of the unilateral exercise of market power. 
The Acquisition would increase the likelihood that consumers, third-
party payers, or government health care providers would be forced to 
pay higher prices or experience degradation in service or quality.

VI. Entry Conditions

    The Commission's Complaint alleges that entry into the relevant 
market would not be timely, likely, or sufficient to deter or 
counteract the anticompetitive effects of the Acquisition. The primary 
barrier to entry is the lack of sufficient volume of referrals and 
payments from third party payers to justify the economic risk of new 
entry, even if the parties imposed a small but significant non-
transitory increase in price (SSNIP).

VII. The Proposed Consent Agreement

    The proposed Consent Agreement remedies the anticompetitive 
concerns raised by the Acquisition by requiring AMR to sell its inter-
facility air ambulance transport services business, including the 
assets that support that business, to AIRMD, LLC, dba LifeTeam. 
LifeTeam is a large, established company with experience in the 
industry. It is also the current operator of the FAA certified aircraft 
used by AMR for inter-facility air ambulance transport services in 
Hawaii, and thus very familiar with AMR's assets and operations in 
Hawaii. Under the proposed Consent Agreement, AMR will divest to 
LifeTeam the four-fixed wing aircraft it uses to fly patients inter-
island, support LifeTeam's application for a Certificate of Need with 
the State of Hawaii to operate ground ambulances, and offer LifeTeam 
the option to purchase up to four ground ambulances from AMR. LifeTeam 
would use the ground ambulances to support its air ambulance transport 
service to transfer patients to and from medical facilities and the 
aircraft it operates.
    The proposed Consent Agreement also contains an Order to Maintain 
Assets that will issue at the time the proposed Consent Agreement is 
accepted for public comment. The Order to Maintain Assets requires 
Respondents to operate and maintain the divestiture assets in the 
normal course of business through the date that the Respondents 
complete divestiture of the assets, thereby maintaining the economic 
viability, marketability, and competitiveness of the assets. The Order 
to Maintain Assets also authorizes the Commission to appoint an 
independent third party as a monitor to oversee the Respondents' 
compliance with the requirements of the proposed Consent Agreement.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent agreement, and the Commission does not intend this 
analysis to constitute an official interpretation of the proposed 
Consent Agreement or to modify its terms in any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2018-05251 Filed 3-14-18; 8:45 am]
 BILLING CODE 6750-01-P



                                                                                Federal Register / Vol. 83, No. 51 / Thursday, March 15, 2018 / Notices                                          11527

                                                                                                        EARLY TERMINATIONS GRANTED—Continued
                                                                                                        JANUARY 1, 2018 THRU JANUARY 31, 2018
                                                                                                                               01/24/2018

                                                20180584   ......    G      PAI Europe VI–I FPCI; Sun Capital Partners V, L.P.; PAI Europe VI–I FPCI.
                                                20180589   ......    G      Applied Industrial Technologies, Inc.; Harvest Partners VI, L.P.; Applied Industrial Technologies, Inc.
                                                20180591   ......    G      LB Spectrum Holdings, LLC; AT&T Inc.; LB Spectrum Holdings, LLC.
                                                20180592   ......    G      McDermott International, Inc.; Chicago Bridge & Iron Company N.V.; McDermott International, Inc.
                                                20180593   ......    G      Rockland Power Partners III, LP; The AES Corporation; Rockland Power Partners III, LP.
                                                20180595   ......    G      PAI Europe VI–1 FPCI; Refresco Group N.V.; PAI Europe VI–1 FPCI.
                                                20180598   ......    G      Corning Incorporated; 3M Company; Corning Incorporated.
                                                20180599   ......    G      Crestview Partners III, L.P.; Marlin Equity III, L.P.; Crestview Partners III, L.P.
                                                20180601   ......    G      Blue Water Aggregates Fund LP; Thomas S. Hoover, Sr.; Blue Water Aggregates Fund LP.
                                                20180603   ......    G      Softbank Group Corp.; Lemonade, Inc.; Softbank Group Corp.
                                                20180607   ......    G      Manulife Financial Corporation; Sodim SGPS, S.A.; Manulife Financial Corporation.
                                                20180609   ......    G      SCANA Corporation; LS Power Equity Partners III, L.P.; SCANA Corporation.
                                                20180612   ......    G      Diligere Holdings, L.P.; Diamond Parent Holdings, Corp.; Diligere Holdings, L.P.
                                                20180622   ......    G      M III Acquisition Corp.; Oaktree Power Opportunities Fund III, L.P.; M III Acquisition Corp.
                                                20180625   ......    G      Fluidra, S.A.; Piscine Luxembourg Holdings 1 S.a.r.l.; Fluidra, S.A.
                                                20180626   ......    G      Clearlake Capital Partners V, L.P.; Saw Mill Capital Partners, LP; Clearlake Capital Partners V, L.P.
                                                20180634   ......    G      Blue Water Aggregates Fund LP; Ephriam H. Hoover, III; Blue Water Aggregates Fund LP.

                                                                                                                               01/25/2018

                                                20180558 ......      G      Starboard Value and Opportunity Fund Ltd.; Cars.com Inc.; Starboard Value and Opportunity Fund Ltd.

                                                                                                                               01/29/2018

                                                20180471   ......    G      TPG VI Wolverine Co-Invest, LP; Assurant, Inc.; TPG VI Wolverine Co-Invest, LP.
                                                20180473   ......    G      TPG Partners VI–AIV, L.P.; Assurant, Inc.; TPG Partners VI–AIV, L.P.
                                                20180555   ......    G      Campbell Soup Company; Snyder’s-Lance, Inc.; Campbell Soup Company.
                                                20180588   ......    G      Celgene Corporation; Impact Biomedicines, Inc.; Celgene Corporation.
                                                20180597   ......    G      Discovery Global Opportunity Fund, Ltd.; Urban Compass, Inc.; Discovery Global Opportunity Fund, Ltd.
                                                20180606   ......    G      Hopmeadow Cayman GP LLC; The Hartford Financial Services Group, Inc.; Hopmeadow Cayman GP LLC.
                                                20180629   ......    G      Pamlico Capital Management LP; Mr. Thomas E. McInerney and Ms. Paula McInerney; Pamlico Capital Management LP.
                                                20180632   ......    G      Indigo Natural Resources LLC; Indigo Haynesville LLC; Indigo Natural Resources LLC.
                                                20180633   ......    G      Indigo Natural Resources LLC; M5 Midstream LLC; Indigo Natural Resources LLC.
                                                20180635   ......    G      Starr International Company, Inc.; New Mountain Partners IV (AIV–B), L.P.; Starr International Company, Inc.
                                                20180636   ......    G      Sompo Holdings, Inc.; Lexon Surety Group, LLC; Sompo Holdings, Inc.
                                                20180637   ......    G      Accel-KKR Capital Partners V, LP; Pylon Capital LLC; Accel-KKR Capital Partners V, LP.
                                                20180638   ......    G      LifeBridge Health, Inc.; Affinity Health Alliance, Inc.; LifeBridge Health, Inc.
                                                20180640   ......    G      Platinum Equity Capital Partners IV, L.P.; Winter Street Opportunities Fund, L.P.; Platinum Equity Capital Partners IV, L.P.
                                                20180642   ......    G      Apollo VIII Uniform Investor, L.P.; FCFI Acquisition LLC; Apollo VIII Uniform Investor, L.P.
                                                20180644   ......    G      KKR North America XI (Indigo) Blocker Parent L.P.; Avvo, Inc.; KKR North America XI (Indigo) Blocker Parent L.P.
                                                20180653   ......    G      Kinder Morgan, Inc.; The Southern Company; Kinder Morgan, Inc.

                                                                                                                               01/30/2018

                                                20180563   ......    G      Conagra Brands, Inc.; Kangaroo Brands, Inc.; Conagra Brands, Inc.
                                                20180613   ......    G      Omnicom Group Inc.; Brenda Snow; Omnicom Group Inc.
                                                20180614   ......    G      Omnicom Group Inc.; Corbin Wood; Omnicom Group Inc.
                                                20180643   ......    G      Mercury Fortuna Buyer, LLC; Shahriar ‘‘James’’ Ekbatani; Mercury Fortuna Buyer, LLC.

                                                                                                                               01//31/2018

                                                20180660   ......    G      Compass Diversified Holdings; Warren F. Florkiewicz; Compass Diversified Holdings.
                                                20180664   ......    G      Energy Capital Partners IV–A, LP; KS Family Holdings Corporation; Energy Capital Partners IV–A, LP.
                                                20180667   ......    G      Frederic Sanchez; Novafives SAS; Frederic Sanchez.
                                                20180675   ......    G      Allscripts Healthcare Solutions, Inc.; Practice Fusion, Inc.; Allscripts Healthcare Solutions, Inc.



                                                FOR FURTHER INFORMATION CONTACT:                           FEDERAL TRADE COMMISSION                              SUMMARY:   The consent agreement in this
                                                Theresa Kingsberry, Program Support                                                                              matter settles alleged violations of
                                                Specialist, Federal Trade Commission                       [File No. 171 0217]                                   federal law prohibiting unfair methods
                                                Premerger Notification Office, Bureau of                                                                         of competition. The attached Analysis to
                                                Competition, Room CC–5301,                                                                                       Aid Public Comment describes both the
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                           Air Medical Group Holdings, Inc., KKR
                                                Washington, DC 20024, (202) 326–3100.                      North America Fund XI (AMG) LLC, and                  allegations in the complaint and the
                                                  By direction of the Commission.                          AMR Holdco, Inc.; Analysis To Aid                     terms of the consent orders—embodied
                                                                                                           Public Comment                                        in the consent agreement—that would
                                                Donald S. Clark,
                                                                                                                                                                 settle these allegations.
                                                Secretary.                                                 AGENCY:    Federal Trade Commission.
                                                [FR Doc. 2018–05248 Filed 3–14–18; 8:45 am]                                                                      DATES: Comments must be received on
                                                                                                           ACTION:   Proposed consent agreement.                 or before April 6, 2018.
                                                BILLING CODE 6750–01–P




                                           VerDate Sep<11>2014      17:34 Mar 14, 2018   Jkt 244001   PO 00000   Frm 00040   Fmt 4703   Sfmt 4703   E:\FR\FM\15MRN1.SGM   15MRN1


                                                11528                        Federal Register / Vol. 83, No. 51 / Thursday, March 15, 2018 / Notices

                                                ADDRESSES:    Interested parties may file a             the extent practicable, on the public                    Comments containing material for
                                                comment online or on paper, by                          Commission website, at https://                       which confidential treatment is
                                                following the instructions in the                       www.ftc.gov/policy/public-comments.                   requested must be filed in paper form,
                                                Request for Comment part of the                            Postal mail addressed to the                       must be clearly labeled ‘‘Confidential,’’
                                                SUPPLEMENTARY INFORMATION section                       Commission is subject to delay due to                 and must comply with FTC Rule 4.9(c).
                                                below. Write: ‘‘Air Medical Group                       heightened security screening. As a                   In particular, the written request for
                                                Holdings, Inc., KKR North America                       result, we encourage you to submit your               confidential treatment that accompanies
                                                Fund XI (AMG) LLC, and AMR Holdco,                      comments online. To make sure that the                the comment must include the factual
                                                Inc.; File No. 1710217, Docket No. C–                   Commission considers your online                      and legal basis for the request, and must
                                                4642’’ on your comment, and file your                   comment, you must file it at https://                 identify the specific portions of the
                                                comment online at https://                              ftcpublic.commentworks.com/ftc/kkr                    comment to be withheld from the public
                                                ftcpublic.commentworks.com/ftc/kkr                      envisionamgconsent by following the                   record. See FTC Rule 4.9(c). Your
                                                envisionamgconsent by following the                     instructions on the web-based form. If                comment will be kept confidential only
                                                instructions on the web-based form. If                  this Notice appears at http://                        if the General Counsel grants your
                                                you prefer to file your comment on                      www.regulations.gov/#!home, you also                  request in accordance with the law and
                                                paper, write ‘‘Air Medical Group                        may file a comment through that                       the public interest. Once your comment
                                                Holdings, Inc., KKR North America                       website.                                              has been posted on the public FTC
                                                Fund XI (AMG) LLC, and AMR Holdco,                         If you prefer to file your comment on              website—as legally required by FTC
                                                Inc.; File No. 1710217, Docket No. C–                   paper, write ‘‘Air Medical Group                      Rule 4.9(b)—we cannot redact or
                                                4642’’ on your comment and on the                       Holdings, Inc., KKR North America                     remove your comment from the FTC
                                                envelope, and mail your comment to the                  Fund XI (AMG) LLC, and AMR Holdco,                    website, unless you submit a
                                                following address: Federal Trade                        Inc.; File No. 1710217, Docket No. C–                 confidentiality request that meets the
                                                Commission, Office of the Secretary,                    4642’’ on your comment and on the                     requirements for such treatment under
                                                600 Pennsylvania Avenue NW, Suite                       envelope, and mail your comment to the                FTC Rule 4.9(c), and the General
                                                CC–5610 (Annex D), Washington, DC                       following address: Federal Trade                      Counsel grants that request.
                                                20580, or deliver your comment to the                   Commission, Office of the Secretary,                     Visit the FTC website at http://
                                                following address: Federal Trade                        600 Pennsylvania Avenue NW, Suite                     www.ftc.gov to read this Notice and the
                                                Commission, Office of the Secretary,                    CC–5610 (Annex D), Washington, DC                     news release describing it. The FTC Act
                                                Constitution Center, 400 7th Street SW,                 20580, or deliver your comment to the                 and other laws that the Commission
                                                5th Floor, Suite 5610 (Annex D),                        following address: Federal Trade                      administers permit the collection of
                                                Washington, DC 20024.                                   Commission, Office of the Secretary,                  public comments to consider and use in
                                                FOR FURTHER INFORMATION CONTACT:
                                                                                                        Constitution Center, 400 7th Street SW,               this proceeding, as appropriate. The
                                                Sylvia Kundig (415–848–5188), Western                   5th Floor, Suite 5610 (Annex D),                      Commission will consider all timely
                                                Region-San Francisco, 901 Market                        Washington, DC 20024. If possible,                    and responsive public comments that it
                                                Street, Suite 570, San Francisco, CA                    submit your paper comment to the                      receives on or before April 6, 2018. For
                                                                                                        Commission by courier or overnight                    information on the Commission’s
                                                94103.
                                                                                                        service.
                                                SUPPLEMENTARY INFORMATION: Pursuant                                                                           privacy policy, including routine uses
                                                                                                           Because your comment will be placed
                                                to Section 6(f) of the Federal Trade                                                                          permitted by the Privacy Act, see
                                                                                                        on the publicly accessible FTC website
                                                Commission Act, 15 U.S.C. 46(f), and                    at https://www.ftc.gov, you are solely                https://www.ftc.gov/site-information/
                                                FTC Rule 2.34, 16 CFR 2.34, notice is                   responsible for making sure that your                 privacy-policy.
                                                hereby given that the above-captioned                   comment does not include any sensitive                Analysis of Proposed Consent Orders
                                                consent agreement containing a consent                  or confidential information. In                       To Aid Public Comment
                                                order to cease and desist, having been                  particular, your comment should not
                                                filed with and accepted, subject to final                                                                     I. Introduction
                                                                                                        include any sensitive personal
                                                approval, by the Commission, has been                   information, such as your or anyone                      The Federal Trade Commission
                                                placed on the public record for a period                else’s Social Security number; date of                (‘‘Commission’’) has accepted, subject to
                                                of thirty (30) days. The following                      birth; driver’s license number or other               final approval, an Agreement
                                                Analysis to Aid Public Comment                          state identification number, or foreign               Containing Consent Orders (‘‘Consent
                                                describes the terms of the consent                      country equivalent; passport number;                  Agreement’’) with KKR North America
                                                agreement, and the allegations in the                   financial account number; or credit or                Fund XI (AMG), LLC, Air Medical
                                                complaint. An electronic copy of the                    debit card number. You are also solely                Group Holdings, Inc., (‘‘AMGH’’), and
                                                full text of the consent agreement                      responsible for making sure that your                 AMR Holdco, Inc. (‘‘AMR’’). The
                                                package can be obtained from the FTC                    comment does not include any sensitive                Consent Agreement is intended to
                                                Home Page (for March 7, 2018), on the                   health information, such as medical                   remedy the anticompetitive effects that
                                                World Wide Web, at https://                             records or other individually                         likely would result from AMGH’s
                                                www.ftc.gov/news-events/commission-                     identifiable health information. In                   proposed acquisition of AMR (the
                                                actions.                                                addition, your comment should not                     ‘‘Acquisition’’). Under the terms of the
                                                   You can file a comment online or on                  include any ‘‘trade secret or any                     Consent Agreement, AMR must sell its
                                                paper. For the Commission to consider                   commercial or financial information                   inter-facility air medical transport
                                                your comment, we must receive it on or                  which . . . is privileged or                          services business in Hawaii. The
                                                before April 6, 2018. Write ‘‘Air Medical               confidential’’—as provided by Section                 Acquisition, if consummated, would
sradovich on DSK3GMQ082PROD with NOTICES




                                                Group Holdings, Inc., KKR North                         6(f) of the FTC Act, 15 U.S.C. 46(f), and             result in the consolidation of the only
                                                America Fund XI (AMG) LLC, and AMR                      FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)—               two inter-facility air medical transport
                                                Holdco, Inc.; File No. 1710217, Docket                  including in particular competitively                 service providers in Hawaii.
                                                No. C–4642’’ on your comment. Your                      sensitive information such as costs,                     The Consent Agreement has been
                                                comment—including your name and                         sales statistics, inventories, formulas,              placed on the public record for 30 days
                                                your state—will be placed on the public                 patterns, devices, manufacturing                      to solicit comments from interested
                                                record of this proceeding, including, to                processes, or customer names.                         persons. Comments received during this


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                                                                             Federal Register / Vol. 83, No. 51 / Thursday, March 15, 2018 / Notices                                                  11529

                                                period will become part of the public                   The Commission’s Complaint alleges                    transfer patients to and from medical
                                                record. After 30 days, the Commission                   that the relevant geographic market in                facilities and the aircraft it operates.
                                                will again review the Consent                           which to analyze the effects of the                      The proposed Consent Agreement
                                                Agreement and the comments received,                    Acquisition is the State of Hawaii.                   also contains an Order to Maintain
                                                and will decide whether it should                         The Commission’s Complaint alleges                  Assets that will issue at the time the
                                                withdraw from the Consent Agreement,                    that the Acquisition will increase                    proposed Consent Agreement is
                                                modify it, or make final the Decision                   concentration in an already highly                    accepted for public comment. The Order
                                                and Order (‘‘Order’’).                                  concentrated market. AMGH and AMR                     to Maintain Assets requires
                                                                                                        are the only two providers of inter-                  Respondents to operate and maintain
                                                II. The Parties
                                                                                                        facility air ambulance transport services             the divestiture assets in the normal
                                                A. AMGH                                                 in Hawaii.                                            course of business through the date that
                                                   AMGH is wholly owned by KKR                                                                                the Respondents complete divestiture of
                                                                                                        V. Effects of the Transaction                         the assets, thereby maintaining the
                                                North America Fund XI (AMG) LLC. It
                                                is likely the largest provider of air                      According to the Commission, the                   economic viability, marketability, and
                                                ambulance services in the United States                 effect of the Acquisition, if                         competitiveness of the assets. The Order
                                                with 270 operating locations in 38                      consummated, may be substantially to                  to Maintain Assets also authorizes the
                                                states. AMGH operates as Hawaii Life                    lessen competition and tend to create a               Commission to appoint an independent
                                                Flight in Hawaii.                                       monopoly in inter-facility air ambulance              third party as a monitor to oversee the
                                                                                                        transport services, and increase the                  Respondents’ compliance with the
                                                B. AMR                                                                                                        requirements of the proposed Consent
                                                                                                        likelihood of the unilateral exercise of
                                                   AMR is a wholly-owned subsidiary of                  market power. The Acquisition would                   Agreement.
                                                Envision Healthcare and is the largest                  increase the likelihood that consumers,                  The purpose of this analysis is to
                                                national ground ambulance provider in                   third-party payers, or government health              facilitate public comment on the
                                                the United States, but also provides air                care providers would be forced to pay                 proposed Consent agreement, and the
                                                ambulance services in several locations.                higher prices or experience degradation               Commission does not intend this
                                                In Hawaii, it provides both ground                      in service or quality.                                analysis to constitute an official
                                                ambulance services and inter-facility air                                                                     interpretation of the proposed Consent
                                                ambulance transport services. To                        VI. Entry Conditions                                  Agreement or to modify its terms in any
                                                provide inter-facility air ambulance                       The Commission’s Complaint alleges                 way.
                                                transport services, AMR partners with                   that entry into the relevant market                     By direction of the Commission.
                                                LifeTeam, an air ambulance provider                     would not be timely, likely, or sufficient            Donald S. Clark,
                                                located in the Midwest, which has the                   to deter or counteract the                            Secretary.
                                                necessary FAA licenses and                              anticompetitive effects of the                        [FR Doc. 2018–05251 Filed 3–14–18; 8:45 am]
                                                certifications, and provides the pilots                 Acquisition. The primary barrier to
                                                and maintenance for the fixed-wing                                                                            BILLING CODE 6750–01–P
                                                                                                        entry is the lack of sufficient volume of
                                                aircraft. AMR handles the marketing,                    referrals and payments from third party
                                                medical personnel, and billing for the                  payers to justify the economic risk of
                                                services provided.                                                                                            FEDERAL TRADE COMMISSION
                                                                                                        new entry, even if the parties imposed
                                                                                                        a small but significant non-transitory                [File No. 161 0230]
                                                III. The Proposed Acquisition
                                                   Under an agreement executed on                       increase in price (SSNIP).                            Oregon Lithoprint, Inc.; Analysis To
                                                August 7, 2017, AMGH will acquire 100                   VII. The Proposed Consent Agreement                   Aid Public Comment
                                                percent of the voting stock of AMR in
                                                a deal valued at approximately $2.4                        The proposed Consent Agreement                     AGENCY:    Federal Trade Commission.
                                                billion.                                                remedies the anticompetitive concerns                 ACTION:   Proposed consent agreement.
                                                   The Commission’s Complaint alleges                   raised by the Acquisition by requiring
                                                                                                        AMR to sell its inter-facility air                    SUMMARY:   The consent agreement in this
                                                that the Acquisition, if consummated
                                                                                                        ambulance transport services business,                matter settles alleged violations of
                                                would violate Section 7 of the Clayton
                                                                                                        including the assets that support that                federal law prohibiting unfair methods
                                                Act, as amended, 15 U.S.C. 18, and
                                                                                                        business, to AIRMD, LLC, dba LifeTeam.                of competition. The attached Analysis to
                                                Section 5 of the FTC Act, as amended,
                                                                                                        LifeTeam is a large, established                      Aid Public Comment describes both the
                                                15 U.S.C. 45, by substantially lessening
                                                                                                        company with experience in the                        allegations in the complaint and the
                                                competition for the provision of inter-
                                                                                                        industry. It is also the current operator             terms of the consent order—embodied
                                                facility air ambulance transport services
                                                                                                        of the FAA certified aircraft used by                 in the consent agreement—that would
                                                in Hawaii.
                                                                                                        AMR for inter-facility air ambulance                  settle these allegations.
                                                IV. The Relevant Market and Structure                   transport services in Hawaii, and thus                DATES: Comments must be received on
                                                of the Markets                                          very familiar with AMR’s assets and                   or before April 8, 2018.
                                                   The Commission’s Complaint alleges                   operations in Hawaii. Under the                       ADDRESSES: Interested parties may file a
                                                that the relevant product market in                     proposed Consent Agreement, AMR will                  comment online or on paper, by
                                                which to analyze the Acquisition is the                 divest to LifeTeam the four-fixed wing                following the instructions in the
                                                provision of inter-facility air ambulance               aircraft it uses to fly patients inter-               Request for Comment part of the
                                                transport services. These services                      island, support LifeTeam’s application                SUPPLEMENTARY INFORMATION section
sradovich on DSK3GMQ082PROD with NOTICES




                                                consist of air ambulance services that                  for a Certificate of Need with the State              below. Write: ‘‘In the Matter of
                                                transfer patients between medical                       of Hawaii to operate ground                           Oregon Lithoprint, Inc., File No. 161
                                                facilities on different islands, including              ambulances, and offer LifeTeam the                    0230’’ on your comment, and file your
                                                from medical facilities with low acuity                 option to purchase up to four ground                  comment online at https://
                                                or limited patient treatment capabilities               ambulances from AMR. LifeTeam would                   ftcpublic.commentworks.com/ftc/oregon
                                                to those that can provide the                           use the ground ambulances to support                  lithoprintconsent by following the
                                                appropriate medical and surgical care.                  its air ambulance transport service to                instructions on the web-based form. If


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Document Created: 2018-03-15 02:38:07
Document Modified: 2018-03-15 02:38:07
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 April 6, 2018.
ContactSylvia Kundig (415-848-5188), Western Region-San Francisco, 901 Market Street, Suite 570, San Francisco, CA 94103.
FR Citation83 FR 11527 

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