Federal Register / Vol. 85, No. 130 / Tuesday, July 7, 2020 / Notices 40649

To the extent the instructions to the Federal Trade Commission, Office of the submit your paper comment to the FR Y–9C, FR Y–9LP, FR Y–9SP, and FR Secretary, 600 Pennsylvania Avenue Commission by courier or overnight Y–9ES reports each respectively direct NW, Suite CC–5610 (Annex D), service. the financial institution to retain the Washington, DC 20580; or deliver your Because your comment will be placed workpapers and related materials used comment to the following address: on the publicly accessible website at in preparation of each report, such Federal Trade Commission, Office of the https://www.regulations.gov, you are material would only be obtained by the Secretary, Constitution Center, 400 7th solely responsible for making sure that Board as part of the examination or Street SW, 5th Floor, Suite 5610 (Annex your comment does not include any supervision of the financial institution. D), Washington, DC 20024. sensitive or confidential information. In Accordingly, such information is FOR FURTHER INFORMATION CONTACT: particular, your comment should not considered confidential pursuant to Joshua Smith (202–326–3018), Bureau include any sensitive personal exemption 8 of the FOIA (5 U.S.C. of Competition, Federal Trade information, such as your or anyone 552(b)(8)). In addition, the workpapers Commission, 600 Pennsylvania Avenue else’s Social Security number; date of and related materials may also be NW, Washington, DC 20580. birth; driver’s license number or other state identification number, or foreign protected by exemption 4 of the FOIA, SUPPLEMENTARY INFORMATION: Pursuant to the extent such financial information country equivalent; passport number; to Section 6(f) of the Federal Trade financial account number; or credit or is treated as confidential by the Commission Act, 15 U.S.C. 46(f), and respondent (5 U.S.C. 552(b)(4)). debit card number. You are also solely FTC Rule 2.34, 16 CFR 2.34, notice is responsible for making sure your Consultation outside the agency: The hereby given that the above-captioned Federal Reserve consulted with the comment does not include any sensitive consent agreement containing a consent health information, such as medical Office of the Comptroller of the order to cease and desist, having been Currency and the Federal Deposit records or other individually filed with and accepted, subject to final identifiable health information. In Insurance Corporation in the approval, by the Commission, has been development of this proposal. addition, your comment should not placed on the public record for a period include any ‘‘trade secret or any Board of Governors of the Federal Reserve of thirty (30) days. The following System, July 1, 2020. commercial or financial information Analysis of Agreement Containing which . . . is privileged or Michele Taylor Fennell, Consent Orders to Aid Public Comment confidential’’—as provided by Section Assistant Secretary of the Board. describes the terms of the consent 6(f) of the FTC Act, 15 U.S.C. 46(f), and [FR Doc. 2020–14572 Filed 7–6–20; 8:45 am] agreement and the allegations in the FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)— BILLING CODE 6210–01–P complaint. An electronic copy of the including in particular competitively full text of the consent agreement sensitive information such as costs, package can be obtained from the FTC sales statistics, inventories, formulas, FEDERAL TRADE COMMISSION website (for June 26, 2020), at this web patterns, devices, manufacturing address: https://www.ftc.gov/news- [File No. 191 0158] processes, or customer names. events/commission-actions. Comments containing material for Eldorado Resorts and Caesars You can file a comment online or on which confidential treatment is Entertainment; Analysis of Agreement paper. For the Commission to consider requested must be filed in paper form, Containing Consent Orders To Aid your comment, we must receive it on or must be clearly labeled ‘‘Confidential,’’ Public Comment before August 6, 2020. Write ‘‘Eldorado and must comply with FTC Rule 4.9(c). and Caesars; File No. 191 0158’’ on your In particular, the written request for AGENCY: Federal Trade Commission. comment. Your comment—including confidential treatment that accompanies ACTION: Proposed consent agreement; your name and your state—will be the comment must include the factual request for comment. placed on the public record of this and legal basis for the request, and must proceeding, including, to the extent identify the specific portions of the SUMMARY: The consent agreement in this practicable, on the https:// comment to be withheld from the public matter settles alleged violations of www.regulations.gov website. record. See FTC Rule 4.9(c). Your federal law prohibiting unfair methods Due to the public health emergency in comment will be kept confidential only of competition. The attached Analysis to response to the COVID–19 outbreak and if the General Counsel grants your Aid Public Comment describes both the the agency’s heightened security request in accordance with the law and allegations in the complaint and the screening, postal mail addressed to the the public interest. Once your comment terms of the consent order—embodied Commission will be subject to delay. We has been posted on the public FTC in the consent agreement—that would strongly encourage you to submit your website—as legally required by FTC settle these allegations. comments online through the https:// Rule 4.9(b)—we cannot redact or DATES: Comments must be received on www.regulations.gov website. remove your comment from the FTC or before August 6, 2020. If you prefer to file your comment on website, unless you submit a ADDRESSES: Interested parties may file paper, write ‘‘Eldorado and Caesars; File confidentiality request that meets the comments online or on paper, by No. 191 0158’’ on your comment and on requirements for such treatment under following the instructions in the the envelope, and mail your comment to FTC Rule 4.9(c), and the General Request for Comment part of the the following address: Federal Trade Counsel grants that request. SUPPLEMENTARY INFORMATION section Commission, Office of the Secretary, Visit the FTC website at http:// below. Please write: ‘‘Eldorado and 600 Pennsylvania Avenue NW, Suite www.ftc.gov to read this Notice and the Caesars; File No. 191 0158’’ on your CC–5610 (Annex D), Washington, DC news release describing this matter. The comment, and file your comment online 20580; or deliver your comment to the FTC Act and other laws that the at https://www.regulations.gov by following address: Federal Trade Commission administers permit the following the instructions on the web- Commission, Office of the Secretary, collection of public comments to based form. If you prefer to file your Constitution Center, 400 7th Street SW, consider and use in this proceeding, as comment on paper, please mail your 5th Floor, Suite 5610 (Annex D), appropriate. The Commission will comment to the following address: Washington, DC 20024. If possible, consider all timely and responsive

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public comments that it receives on or amended, 15 U.S.C. 18, and Section 5 of market, Caesars operates Harrah’s before August 6, 2020. For information the Federal Trade Commission Act, as Kansas City Hotel and Casino in Kansas on the Commission’s privacy policy, amended, 15 U.S.C. 45, by eliminating City, Missouri. Caesars had including routine uses permitted by the meaningful and substantial competition approximately $8.7 billion in revenue in Privacy Act, see https://www.ftc.gov/ between Eldorado and Caesars for 2019. site-information/privacy-policy. casino services in the South Lake Tahoe, Twin River is a publicly traded casino Bossier City-Shreveport, and Kansas entertainment and hospitality services Analysis of Consent Orders To Aid City area markets. The elimination of provider headquartered in Providence, Public Comment this competition would likely have Rhode Island. It operates eight I. Introduction and Background caused significant competitive harm, properties in four states, including the Twin River Casino Hotel in Lincoln, The Federal Trade Commission specifically higher prices and Rhode Island. Twin River’s properties (‘‘Commission’’) has accepted for public diminished quality and service levels in each of these markets. The proposed feature approximately 9,130 slot comment, subject to final approval, an Consent Agreement would remedy the machines, 267 table games, and 1,200 Agreement Containing Consent Orders alleged violations by requiring a hotel rooms. The company had (‘‘Consent Agreement’’) from Eldorado divestiture in the affected markets. The approximately $524 million in revenue Resorts, Inc. (‘‘Eldorado’’) and Caesars divestitures will establish a new in 2019. Entertainment Corporation (‘‘Caesars’’). independent competitor to Eldorado in The purpose of the proposed Consent III. Casino Services in South Lake each relevant area, replacing the Agreement is to remedy the Tahoe, Bossier City-Shreveport and competition that otherwise would be anticompetitive effects that would likely Kansas City lost as a result of the Acquisition. result from Eldorado’s acquisition of Eldorado’s proposed acquisition of Caesars (‘‘the Acquisition’’). Under the II. The Parties Caesars would likely result in terms of the proposed Decision and Eldorado is a publicly traded casino substantial competitive harm in the Order (‘‘Order’’) contained in the entertainment and hospitality services markets for casino services in South Consent Agreement, Eldorado is provider headquartered in Reno, Lake Tahoe, Bossier City-Shreveport required to divest to Twin River Nevada. Founded in 1973, Eldorado and Kansas City. The relevant product Worldwide Holdings, Inc. (‘‘Twin operates 23 casino gaming properties in market in which to assess the River’’): (1) Eldorado’s only casino in 11 states. Eldorado operates casinos competitive effects of the proposed the South Lake Tahoe area, the under several brands, including Acquisition is casino services. The MontBleu Resort Casino and Spa Eldorado, Isle of Capri, and Tropicana. casino services market consists of (‘‘MontBleu’’) in Stateline, Nevada; and In the aggregate, Eldorado’s properties casino-based gaming services (e.g., slots (2) Eldorado’s only casino in the Bossier feature approximately 23,900 slot and table games), as well as other City-Shreveport, Louisiana, area, the machines, 660 table games, and more amenities such as lodging, Eldorado Casino Resort (‘‘Eldorado than 11,300 hotel rooms. In the South entertainment, and food and beverage Shreveport’’). The divestitures must be Lake Tahoe area market, Eldorado services. Casino operators typically completed by the earlier of (i) 12 operates the MontBleu casino in generate the vast majority of their months from the closing of the Stateline, Nevada. In the Bossier City- revenues from gaming. Casino services Acquisition; or (ii) 30 days from the date Shreveport area market, Eldorado differ significantly from other that Twin River receives all regulatory operates the Eldorado Shreveport casino entertainment and leisure activities in a approvals. Additionally, if Eldorado in Shreveport, Louisiana. In the Kansas number of respects. For example, does not consummate its sale of the Isle City area market, Eldorado operates the casinos are highly regulated, with a of Capri casino (‘‘Isle of Capri’’) in Isle of Capri casino in Kansas City, limited number of casinos licensed to Kansas City, Missouri, within 60 days Missouri. Eldorado had approximately operate in any given state and age from the closing of the Acquisition, the $2.5 billion in revenue in 2019. restrictions on who can gamble. proposed Consent Agreement provides Caesars is a publicly traded casino Consistent with prior Commission the Commission with the option (at its entertainment and hospitality services precedent, the evidence here supports a discretion) to require Eldorado to divest provider headquartered in Las Vegas, distinct relevant market consisting of the Isle of Capri casino to a Nevada. It operates 53 properties in 14 casino services. Commission-approved acquirer within states and five countries outside of the Local geographic markets are 12 months. The Isle of Capri sale is United States. Caesars’ properties offer appropriate to assess the competitive independent from the Acquisition. approximately 38,000 slot machines, effects of the proposed Acquisition. The proposed Consent Agreement has 2,700 table games, and more than 36,000 There are three relevant geographic been placed on the public record for 30 hotel rooms. Caesars’ gaming properties markets in which to analyze the days for receipt of comments from operate primarily under the Harrah’s, merger’s effects: (1) The South Lake interested persons. Comments received Caesars, and Horseshoe brand names. In Tahoe area, which approximately during this period will become part of the South Lake Tahoe area, Caesars corresponds to the area in and around the public record. After 30 days, the operates two facilities offering casino the cities of Stateline, Nevada, and Commission will review the comments services: Harrah’s Lake Tahoe Hotel and South Lake Tahoe, California; (2) the received and decide whether it should Casino, and Harveys Lake Tahoe Hotel Bossier City-Shreveport, Louisiana area, withdraw, modify, or make the Consent and Casino, both in Stateline, Nevada. which approximately corresponds to the Agreement final. In the Bossier City-Shreveport area, Bossier City-Shreveport, Louisiana On June 24, 2019, Eldorado agreed to Caesars operates two facilities offering metropolitan statistical area; and (3) the acquire Caesars for approximately $17.3 casino services: Horseshoe Bossier City Kansas City area, which approximately billion. By a vote of 3–1–1 on June 25, Hotel and Casino in Bossier City, corresponds to the Kansas City, 2020, the Commission issued an Louisiana, and Harrah’s Louisiana Missouri metropolitan statistical area. administrative complaint alleging that Downs, a gaming and racetrack facility Absent relief, the Acquisition would the Acquisition, if consummated, would located eight miles east in Shreveport, result in significant increases in violate Section 7 of the Clayton Act, as Louisiana. In the Kansas City area concentration and lead to highly

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concentrated markets in all three Acquisition; or (ii) 30 days from the date effects of the proposed Acquisition in markets, resulting in a presumption of Twin River receives all regulatory the Bossier City-Shreveport area market the enhancement of market power under approvals. Until the completion of each by requiring Eldorado to divest the the Horizontal Merger Guidelines. divestiture, the parties are required to Eldorado Shreveport. This remedy Further, Eldorado and Caesars are close abide by the Order to Hold Separate and would preserve four independent casino and vigorous competitors in the South Maintain Assets, which requires them to operators and result in no change in Lake Tahoe, Bossier City-Shreveport, maintain the viability, marketability, market concentration. and Kansas City area markets. Absent and competitiveness of the divestiture C. Kansas City relief, the Acquisition would assets until the divestitures are substantially lessen the significant head- completed. The proposed Consent In the Kansas City area market, the to-head competition between Eldorado Agreement appoints a Monitor to ensure proposed Consent Agreement provides and Caesars and would likely increase the parties’ compliance with the Order the Commission with the option (at its Eldorado’s ability and incentive to raise to Hold Separate and Maintain Assets, discretion) to require Eldorado to divest prices post-Acquisition in the form of Consent Agreement, and divestiture its Isle of Capri casino to a Commission- hold rates, rake rates, and table game agreements between Eldorado and Twin approved buyer within 12 months if its rules and odds that are less favorable to River following the divestiture. The independent sale of the Isle of Capri customers, and lower player proposed Consent Agreement also fails to consummate within 60 days of reinvestments. The proposed remedies the likely anticompetitive closing the Acquisition. If a divestiture Acquisition also would likely diminish effects in the Kansas City area market in is required, the proposed Consent Eldorado’s incentive to maintain or the event that Eldorado’s independent Agreement remedies the likely improve the quality of services and sale of the Isle of Capri casino does not anticompetitive effects of the amenities to the detriment of casino close within 60 days from the closing of Acquisition by requiring Eldorado to customers in each of these markets. the Acquisition. In the event the Isle of divest the Isle of Capri. The proposed New entry or expansion is unlikely to Capri sale does not timely close as Consent Agreement would preserve four deter or counteract the likely required, the proposed Consent independent casino operators and result anticompetitive effects of the Agreement provides the Commission in no change in market concentration. Acquisition in the South Lake Tahoe, with the option (at its discretion) to The purpose of this analysis is to Bossier City-Shreveport, and Kansas require Eldorado to divest the Isle of facilitate public comment on the City area markets. The affected markets Capri casino to a Commission-approved proposed Consent Agreement to aid the are insulated from new entry or acquirer within 12 months. Although Commission in determining whether it expansion by significant regulatory these divestiture deadlines are longer should make the proposed Consent barriers, including limitations on the than typically ordered by the Agreement final. This analysis is not an number of casino licenses available and Commission, they are appropriate in official interpretation of the proposed the ability to expand existing gaming this matter to accommodate the lengthy Consent Agreement and does not operations. In the South Lake Tahoe state regulatory approval process, which modify its terms in any way. area market, entry or expansion is may be subject to continued disruption By direction of the Commission, unlikely to occur in a timely manner from the COVID–19 pandemic. Commissioner Chopra dissenting, because of, among other things, the time Additionally, the proposed Consent Commissioner Slaughter not participating. and cost associated with acquiring the Agreement requires the parties to April J. Tabor, necessary state, county, and city provide transitional services to the Secretary. approvals. In the Bossier City- approved acquirer for up to 12 months Dissenting Statement of Commissioner Shreveport area market, Louisiana law after the divestiture, as needed, to assist Rohit Chopra Summary limits the number of casino licenses and the acquirer with the transfer and it has already issued all available operation of the divested assets. Finally, • The Commission should not agree licenses. Louisiana also has statutory the proposed Consent Agreement to merger settlements unless restrictions that make significant contains standard terms regarding the divestitures are completed promptly to expansion by current market acquirer’s access to employees, a qualified buyer ready and willing to participants unlikely absent legislative protection of material confidential compete on day one. • action. Similarly, in the Kansas City information, and compliance reporting It is risky and makes little sense to area market, Missouri and Kansas law requirements, among other things, to propose a complex settlement with a limit the total number of casino licenses ensure the viability of the divested prolonged divestiture period and available and both states have already business. unorthodox terms to justify a merger issued all available licenses. Expansion that has no meaningful benefits, in Missouri is unlikely and only limited A. South Lake Tahoe particularly given the financial expansion in Kansas is possible. Entry The proposed Consent Agreement uncertainties stemming from the or repositioning would be unlikely to be remedies the likely anticompetitive COVID–19 crisis. sufficient to deter or counteract the effects of the proposed Acquisition in • I am concerned that the anticompetitive effects of the the South Lake Tahoe area market by Commission’s standard process for Acquisition. requiring the divestiture of Eldorado’s vetting divestiture buyers minimizes or MontBleu. This remedy would preserve ignores major financial red flags. We IV. The Proposed Consent Agreement the status quo in the South Lake Tahoe should revamp our approach. The proposed Consent Agreement area casino services market, maintaining Caesars Entertainment (NASDAQ: remedies the likely anticompetitive three independent casino operators and CZR) is selling itself to one of its smaller effects in the South Lake Tahoe and resulting in no change in market competitors, Eldorado Resorts Bossier City-Shreveport area markets by concentration. (NASDAQ: ERI). The transaction has no requiring divestitures of the MontBleu noteworthy benefits to customers, and Eldorado Shreveport casinos to B. Bossier City-Shreveport workers, suppliers, or competition. If Twin River by the earlier of (i) 12 The proposed Consent Agreement anything, the transaction is risky for months from the closing of the remedies the likely anticompetitive everyone involved.

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The enormous amount of debt settlement, Eldorado is required to its largest shareholder. Its stake is financing could materially increase the divest one property in Nevada and roughly equivalent to the maximum likelihood of financial distress of the another in Louisiana to Twin River amount allowable under state law.5 combined casino conglomerate, and Worldwide Holdings (NYSE: TRWH)— Another hedge fund, HG Vora, has also rating agencies have already started to but after a prolonged period of time.3 emerged as a major holder of Twin downgrade Eldorado’s debt.1 Given the Allowing a lengthy divestiture only River.6 Standard General and similar major financial uncertainties looming compounds the problems with this funds often seek to accumulate board over the gaming industry stemming settlement, as it necessitates the seats to implement their desired from the pandemic, as well as the addition of other risky settlement investment strategy. Indeed, just a few industry’s past experiences with provisions. months ago, Twin River’s longtime leveraged buyouts, the proposed To mitigate the anticompetitive harm chairman ‘‘reluctantly’’ stepped down transaction might make conditions even from the prolonged divestiture and was replaced by Standard General’s more fragile and precarious. schedule, the FTC’s proposed settlement managing partner, Soohyung Kim.7 The agreement is subject to review by sets up a complex arrangement where By approving Twin River as the state gaming regulators and the Federal some casinos will be operated divestiture buyer, I am concerned that Trade Commission. In comparison to separately by Commission-appointed the Commission is relying on Twin state regulators, who must weigh a casino property managers until a buyer River’s past track record, rather than number of public interest factors, the is ready to take over the assets. I do not analyzing how changes in ownership Federal Trade Commission’s mandate is believe that the Commission should be and control of the company will impact more specific: To determine whether the in the business of appointing casino their future business strategy. transaction violates U.S. antitrust laws. property managers here.4 Second, buyers of divested assets Based on the Commission’s The Commission will also appoint a need to prioritize competing on day one, investigation, I agree that the transaction monitor. It is particularly unclear how but they cannot if other high-priority is illegal and I support the complaint. the Commission and the appointed mergers and acquisitions distract them. However, I have serious reservations monitor can remove or discipline the In this matter, Twin River is in the about the terms of the settlement. As a casino property managers. In addition, midst of a string of other takeovers. policy matter, I disagree that the the casino property managers will In 2019, it completed an acquisition Commission should enter into risky, operate under a similar compensation of Dover Downs Hotel and Casino in complicated settlements with delayed and bonus plan as provided by the prior Delaware,8 and then in January of this divestitures—like the resolution owner, which could easily lead to year, Twin River acquired three casinos proposed here. anticompetitive distortions. The in Colorado.9 Several other acquisitions anticompetitive harms could grow if are pending: in the last twelve months, The Proposed Buyer Will Not Twin River is rejected as a suitable it has inked deals to purchase casinos in Immediately Restore Competitive buyer by state regulators. Missouri and Mississippi.10 Outside of Intensity There may be rare circumstances To remedy an illegal transaction, the where unusual settlement terms are 5 In a recent Schedule 13D securities filing, FTC should only agree to settlements warranted, but this isn’t one of them. Standard General revealed that it was managing its when divestitures will quickly restore The proposed remedy is also a gamble holdings of Twin River, given Twin River’s share on several other fronts. repurchase plan that could lead to Standard General the competitive intensity killed off from violating the Rhode Island casino ownership cap of a merger. It is not enough to have some First, the Commission’s due diligence 39%. See Twin River Worldwide Holdings, Inc., of the competition restored; it must be on Twin River did not adequately Amendment No. 6 to Schedule 13D at 4 (Feb. 20, analyze the role of new investors 2020). fully restored. A new competitor should 6 be able to step in on day one to exerting enormous control. The FTC Recent securities filings reveal significant must always consider the incentives and ownership of Twin River by HG Vora Capital compete. Management. See HG Vora Capital Management, For example, in 2015, the FTC plans for those in control of a LLC, Form 13F Information Table (Form 13F) (Aug. prevailed in its challenge of the merger divestiture buyer. Sometimes, new 8, 2019). Standard General and HG Vora are of Sysco and US Foods, the nation’s two investors can help a stagnant company currently on the same side of a major battle in change strategic direction. But too often, another public company. See Svea Herbst-Bayliss, largest food distributors, when EXCLUSIVE-Hedge fund HG Vora wants Tegna to divestitures could not cure the harmful new investors find ways to buy, strip, consider a sale or merger—sources, Reuters (Jan. 21, merger on ‘‘day one.’’ The companies and flip, rather than create a strong, 2020), https://www.reuters.com/article/tegna- long-term competitor. This is hgvora/exclusive-hedge-fund-hg-vora-wants-tegna- proposed to divest a lengthy list of US to-consider-a-sale-or-merger-sources- Foods’ assets to an entity controlled by particularly true for certain private equity and hedge fund investors, so idUKL1N29Q0KT. the Blackstone Group. The FTC argued 7 Ted Nesi, John Taylor out at Twin River, this was insufficient, and the court careful due diligence is critical. 12WPRI.com (Dec. 9, 2019), https://www.wpri.com/ In 2019, a Wall Street hedge fund, agreed that the new competitor could business-news/john-taylor-out-at-twin-river/. Standard General, accumulated a major 8 Press Release, Twin River Worldwide Holdings, not replicate the same level of ownership stake in Twin River. Inc., Dover Downs Stockholders Approve Merger competitive intensity of US Foods.2 Standard General now has significant with Twin River; Merger Set to Close on March 28, The Commission’s proposed remedy 2019 (Mar. 26, 2019), https:// will definitely not cure this harmful control over the company and is, by far, investors.twinriverwwholdings.com/news/news- casino merger on day one. Under the details/2019/Dover-Downs-Stockholders-Approve- 33 The divestitures must be complete by the Merger-with-Twin-River-Merger-Set-to-Close-on- terms of the Commission’s proposed earlier of 12 months from the closing of the merger March-28-2019/default.aspx. or within 30 days of state regulatory approval. In 9 Press Release, Twin River Worldwide Holdings, 1 See e.g., Moody’s downgrades Eldorado Resorts theory, the divestitures may be completed before 12 Inc., Twin River Worldwide Holdings Completes CFR to B2, rates new debt for Caesars acquisition; months. However, past experience suggests that the Acquisition of Three Colorado Casinos (Jan. 24, outlook, Moody’s Investor Service (June 17, 2020), approval process requires significant due diligence 2020), https://investors.twinriverwwholdings.com/ https://www.moodys.com/ngrades-Eldorado- over an extended period of time. news/news-details/2020/Twin-River-Worldwide- Resorts-CFR-to-B2-rates-new-debt-PR_ 4 If the state gaming regulators had already Holdings-Completes-Acquisition-of-Three- 426702?cid=7QFRKQSZE021. approved the transaction (as well as the Colorado-Casinos/default.aspx. 2 Fed. Trade Comm’n v. Sysco Corp., 113 F. Supp. corresponding divestitures) and selected casino 10 Press Release, Twin River Worldwide 3d 1, 73 (D.D.C. 2015). property managers, this would raise fewer concerns. Holdings, Inc., Twin River Worldwide Holdings

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this settlement, it has also struck a deal buyer that has no guarantee of obtaining comment to the following address: to purchase Bally’s, its first foray into a license? Federal Trade Commission, Office of the the large Atlantic City market.11 These I am concerned that the Commission Secretary, 600 Pennsylvania Avenue acquisitions will require significant is rolling the dice with this complex NW, Suite CC–5610 (Annex D), management attention, and I did not settlement that will clearly not lead to Washington, DC 20580; or deliver your find any compelling evidence that Twin an immediate restoration of lost comment to the following address: River will prioritize the divested assets competition. It is also clear that we must Federal Trade Commission, Office of the to fully restore competitive intensity in revamp our approach when it comes to Secretary, Constitution Center, 400 7th the markets that the Commission vetting proposed divestiture buyers, Street SW, 5th Floor, Suite 5610 (Annex believes would suffer from killed-off particularly when a new financial D), Washington, DC 20024. competition. investor is in charge in the boardroom. FOR FURTHER INFORMATION CONTACT: Finally, the Commission should avoid Our state partners will obviously need Ashley Masters (202–326–2291), Bureau acting without the benefit of a full to scrutinize the financial aspects of the of Competition, Federal Trade review by the state gaming regulators. proposed transaction between Caesars Commission, 600 Pennsylvania Avenue State regulatory agencies have unique and Eldorado, given the harms inflicted NW, Washington, DC 20580. insights and expertise into the on the public and regional economies SUPPLEMENTARY INFORMATION: Pursuant industries they regulate; their findings from past leveraged buyouts—and to Section 6(f) of the Federal Trade resulting bankruptcies—in the inform the issues the Commission takes 12 Commission Act, 15 U.S.C. 46(f), and into consideration, and not just relating industry. They will also need to FTC Rule 2.34, 16 CFR 2.34, notice is to the appointment of casino managers. carefully assess whether the restoration hereby given that the above-captioned Some states have a specific mandate to of competition will come too late, and consent agreement containing a consent look at the ownership and financial whether Twin River can guarantee that order to cease and desist, having been conditions of the transacting firms, and it will actually accomplish this goal. filed with and accepted, subject to final we would benefit from that expertise. The stakes are high right now. For these approval, by the Commission, has been Their analysis is particularly important reasons, I dissent. placed on the public record for a period during this period of uncertainty, as the [FR Doc. 2020–14582 Filed 7–6–20; 8:45 am] of thirty (30) days. The following industry is roiling from closures due to BILLING CODE 6750–01–P Analysis of Agreement Containing the current COVID–19 pandemic. It is Consent Orders to Aid Public Comment important that we consider all of the describes the terms of the consent information and work across FEDERAL TRADE COMMISSION agreement and the allegations in the government bodies to protect [File No. 201–0074] complaint. An electronic copy of the competition. While the Commission full text of the consent agreement does work with some of these Tri Star Energy, LLC; Analysis of package can be obtained from the FTC authorities, I am not convinced that Consent Orders To Aid Public website (for June 24, 2020), at this web acting before state regulators have Comment address: https://www.ftc.gov/news- completed their analysis is the right events/commission-actions. AGENCY: Federal Trade Commission. approach. You can file a comment online or on ACTION: Proposed consent agreement; paper. For the Commission to consider Conclusion request for comment. your comment, we must receive it on or before August 6, 2020. Write ‘‘Tri Star The proposed resolution in this SUMMARY: The consent agreement in this transaction offers a unique window into matter settles alleged violations of Energy, LLC; File No. 201–0074’’ on the assumptions and philosophy of the federal law prohibiting unfair methods your comment. Your comment— Federal Trade Commission. The merger of competition. The attached Analysis to including your name and your state— is clearly anticompetitive in the markets Aid Public Comment describes both the will be placed on the public record of where the Commission alleged a allegations in the complaint and the this proceeding, including, to the extent violation, and offers no meaningful terms of the consent order—embodied practicable, on the https:// benefits to the public. Since the in the consent agreement—that would www.regulations.gov website. Due to the public health emergency in Commission would not need to go to settle these allegations. trial to block the transaction because the response to the COVID–19 outbreak and DATES: Comments must be received on the agency’s heightened security state regulators have yet to act, there is or before August 6, 2020. no immediate concern about limiting screening, postal mail addressed to the ADDRESSES: Interested parties may file FTC resources or weighing the litigation Commission will be subject to delay. We comments online or on paper, by risk. Given these facts, why would the strongly encourage you to submit your following the instructions in the Commission put the public at risk with comments online through the https:// Request for Comment part of the delayed divestitures to a questionable www.regulations.gov website. SUPPLEMENTARY INFORMATION section If you prefer to file your comment on below. Please write: ‘‘Tri Star Energy, paper, write ‘‘Tri Star Energy, LLC; File Signs Definitive Agreement To Acquire Two LLC; File No. 201–0074’’ on your Casinos From Eldorado Resorts (July 11, 2019), No. 201–0074’’ on your comment and https://investors.twinriverwwholdings.com/news/ comment, and file your comment online on the envelope, and mail your news-details/2019/Twin-River-Worldwide-Holdings- at https://www.regulations.gov by comment to the following address: Signs-Definitive-Agreement-To-Acquire-Two- following the instructions on the web- Federal Trade Commission, Office of the Casinos-From-Eldorado-Resorts/default.aspx. based form. If you prefer to file your 11 Press Release, Twin River Worldwide Secretary, 600 Pennsylvania Avenue Holdings, Inc., Twin River Worldwide Holdings to comment on paper, please mail your NW, Suite CC–5610 (Annex D), Acquire Three Casinos from Eldorado and Caesars Washington, DC 20580; or deliver your (Apr. 24, 2020), https:// 12 See, e.g., Sujeet Indap, What happens in comment to the following address: investors.twinriverwwholdings.com/news/news- Vegas...the messy bankruptcy of Caesars details/2020/Twin-River-Worldwide-Holdings-to- Entertainment, THE FIN. TIMES (Sept. 16, 2017), Federal Trade Commission, Office of the Acquire-Three-Casinos-from-Eldorado-and-Caesars/ https://www.ft.com/content/a0ed27c6-a2d4-11e7- Secretary, Constitution Center, 400 7th default.aspx. b797-b61809486fe2. Street SW, 5th Floor, Suite 5610 (Annex

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