Analysis to Aid
Service Corporation International
FTC File No. 981 0353
The Federal Trade Commission has accepted for public comment from Service Corporation International ("SCI") an Agreement Containing Consent Order ("Consent Agreement"). The proposed Consent Order is designed to remedy the likely anticompetitive effects arising from the proposed acquisition by SCI of Equity Corporation International ("ECI").
According to the draft of complaint that the Commission intends to issue, SCI, headquartered in Houston, Texas, is the nation's largest chain of funeral homes and cemeteries. ECI, in Lufkin, Texas, is the nation's fourth largest chain. SCI and ECI compete in the sale of funeral services and cemetery services in various local markets throughout the United States. Pursuant to an agreement of August 6, 1998, SCI intends to acquire all of the stock of ECI for $578 million.
The draft complaint alleges that the proposed acquisition would lessen competition in two relevant lines of commerce: (1) the provision of funeral services in six local geographic markets and (2) the provision of cemetery services in eight (additional) local geographic markets. Funeral services include transporting the deceased from the place of death to the funeral home, embalming and otherwise preparing the body for burial, providing a casket, holding a viewing or other ceremony, and transporting the body to the cemetery or crematorium. Although direct disposal cremation is a less costly alternative to funeral services, funeral service customers would not switch to cremation as a substitute in sufficient volume to defeat a price increase by funeral service providers.
In the market for funeral services, the Commission's draft complaint alleges that the acquisition would harm competition in the following geographic markets: (1) Phenix City, Alabama / Columbus, Georgia; (2) Evansville, Indiana; (3) Jacksonville Beach, Florida; (4) Roseville, California; (5) Ruskin / Sun City Center, Florida; and (6) West Pasco County and Tarpon Springs, Florida. In these funeral service markets, total annual sales are about $36.6 million. Premerger concentration in these six markets, as measured by the Herfindahl-Hirschman Index,(1) ranges from more than 2,200 to 7,450. As a result of the proposed acquisition, concentration would increase in each funeral service market by more than 100 points, to levels ranging from 3,270 to 10,000.(2)
According to the draft complaint, entry into the provision of funeral services in each of these six markets is difficult, and would not be timely, likely or sufficient to prevent anticompetitive effects from the acquisition.
The draft complaint alleges that a second line of commerce in which to analyze the competitive effects of the proposed acquisition is the provision of cemetery services. Cemetery services include the traditional products and services offered by perpetual care cemeteries. They include plots, mausoleum spaces, and opening, closing and maintaining grave sites. The complaint alleges that the acquisition would harm competition in the following geographic markets: (1) Broward County (Fort Lauderdale), Florida; (2) Chattanooga, Tennessee, and its north Georgia suburbs; (3) Citrus County, Florida; (4) Corpus Christi, Texas; (5) Eugene / Springfield, Oregon; (6) North Richmond, Virginia, and the northern, eastern, and western suburbs of Richmond; (7) the South Bay area of San Diego, California; and (8) Summit County (Akron), Ohio. In these cemetery service markets, total annual sales are about $47.3 million. Premerger concentration in these eight markets, as measured by the HHI, ranges from 2,350 to 4,400. As a result of the acquisition, concentration would increase in each cemetery service market by more than 100 points, to levels ranging from 3,450 to 10,000.
This line of commerce does not include cemeteries that serve a distinct group of customers, such as cemeteries limited to veterans and their families, or small church cemeteries that only serve members of the church congregation. Such cemeteries are not available to members of the general public served by the parties, and consumers could not turn to them to defeat an attempt to raise prices of cemetery services to the general public. This line of commerce also does not include direct disposal cremations, even though they are an alternative to cemetery services. An increase in the price of cemetery services would not cause a sufficient number of customers to switch from cemetery services to direct disposal cremations to make the price increase unprofitable.
According to the draft complaint, entry into the provision of cemetery services in each of these eight markets is difficult, and would not be timely, likely or sufficient to prevent anticompetitive effects from the acquisition.
The proposed Consent Order, if issued by the Commission, would remedy all of the Commission's competitive concerns about the proposed acquisition. Under the terms of the proposed Consent Order, SCI must divest one or more funeral homes in each of the funeral services markets and one or more cemeteries in each of the cemetery services markets, as follows:
SCI must complete the required divestitures to Carriage within seven days from the date the Consent Order becomes final, or 120 days from the date of the signing of the Agreement Containing Consent Order, whichever is earlier. In the event SCI does not divest the assets to an acquirer or acquirers acceptable to the Commission in the required time, the Consent Order establishes procedures for the appointment of a trustee to sell the assets. Also, for a period of ten years, SCI must give prior notice to the Commission of any proposed acquisition of a funeral home or cemetery, as applicable, in each of the 14 local markets. The Consent Order also requires SCI to deliver a copy of the required notice to the office of the attorney general in each state where any to-be-acquired assets are found.
An Asset Maintenance Agreement accompanies the proposed Consent Order. Under its terms, SCI must preserve and maintain the assets that it must divest. The procedures enumerated in the Asset Maintenance Agreement will ensure the continued competitive viability of these assets after they are divested.
The proposed Consent Order also requires SCI to provide the Commission a report of compliance with the terms of the order within thirty days following the date on which the order becomes final, every thirty days thereafter until the divestitures are completed, and annually for a period of ten years.
The proposed Consent Order has been placed on the public record for sixty days for receipt of comments by interested persons. Comments received during this period will become part of the public record. After sixty days, the Commission will again review the agreement and the comments received and will decide whether it should withdraw from the agreement or make the proposed Consent Order final.
By accepting the proposed Consent Order subject to final approval, the Commission anticipates that the competitive problems alleged in the complaint will be resolved. The purpose of this analysis is to invite and facilitate public comment concerning the proposed Consent Order in order to aid the Commission in its determination of whether to make the proposed Consent Order final. It is not intended to constitute an official interpretation of the proposed Consent Order, nor is it intended to modify the terms in any way.
1. The Herfindahl-Hirschman Index, or "HHI," is a measurement of market concentration calculated by summing the squares of the individual market shares of all participants in the market. Under Section 1.51 of the Horizontal Merger Guidelines issued April 2, 1992, by the Federal Trade Commission and the Department of Justice, the Commission considers concentration levels exceeding 1,800 as "highly concentrated" and concentration levels between 1,000 and 1,800 as "moderately concentrated."
2. Under the HHI, a concentration level of 10,000 denotes a monopoly market in which one firm has 100% of the market. Squaring 100 yields a total of 10,000.