Arko Holdings Ltd. and Empire Petroleum Partners, LLC have agreed to divest retail fuel assets in local gasoline and diesel fuel markets across four states to settle Federal Trade Commission charges that Arko’s proposed acquisition of Empire would violate federal antitrust law.
Headquartered in Israel, Arko operates in the United States through its Richmond, Virginia-based subsidiaries GPM Petroleum, LLC and GPM Southeast, LLC. Empire is a Delaware-based wholesale fuel distributor and operator of retail fuel and convenience stores.
According to the complaint, retail markets for gasoline and diesel fuel are frequently small and highly localized, and the two products are not interchangeable with other types of fuel. The complaint alleges that the acquisition as proposed would harm competition for retail sale of gasoline in seven local markets in Indiana, Michigan, Maryland, and Texas. In three of these local markets, competition for the retail sale of diesel fuel would also be harmed. The complaint alleges that without a remedy, the acquisition would reduce the number of competitors to three or fewer in all local markets.
Under the terms of the proposed consent order, GPM and Empire are required to divest fuel assets to an independent competitor in each local market no later than 20 days after their acquisition is final. The order requires GPM and Empire to provide transitional services as needed to the divestiture buyers for up to 15 months after divesting the assets.
Further details about the consent order, which includes an asset maintenance order and allows the Commission to appoint a monitor to oversee the parties’ compliance, are set forth in the analysis to aid public comment for this matter.
The Commission vote to issue the complaint and accept the proposed consent order for public comment was 3-0-2. Commissioners Rebecca Kelly Slaughter and Christine S. Wilson did not participate. The FTC will publish the consent agreement package in the Federal Register shortly. Instructions for filing comments appear in the published notice. Comments must be received 30 days after publication in the Federal Register. Once processed, comments will be posted on Regulations.gov.
NOTE: The Commission issues an administrative complaint when it has “reason to believe” that the law has been or is being violated, and it appears to the Commission that a proceeding is in the public interest. When the Commission issues a consent order on a final basis, it carries the force of law with respect to future actions. Each violation of such an order may result in a civil penalty of up to $43,280.