Federal Register / Vol. 79, No. 42 / Tuesday, March 4, 2014 / Notices 12195

indicated or the offices of the Board of Commission, Office of the Secretary, financial information which . . . is Governors not later than March 28, Room H–113 (Annex D), 600 privileged or confidential,’’ as discussed 2014. Pennsylvania Avenue NW., Washington, in Section 6(f) of the FTC Act, 15 U.S.C. A. Federal Reserve Bank of St. Louis DC 20580. 46(f), and FTC Rule 4.10(a)(2), 16 CFR (Yvonne Sparks, Community FOR FURTHER INFORMATION CONTACT: 4.10(a)(2). In particular, do not include Development Officer) P.O. Box 442, St. Joshua Smith, Bureau of Competition, competitively sensitive information Louis, Missouri 63166–2034: (202–326–3018), 600 Pennsylvania such as costs, sales statistics, 1. Old National Bancorp, Evansville, Avenue NW., Washington, DC 20580. inventories, formulas, patterns, devices, Indiana, to merge with United Bancorp, SUPPLEMENTARY INFORMATION: Pursuant manufacturing processes, or customer Inc., Ann Arbor, Michigan, and thereby to Section 6(f) of the Federal Trade names. indirectly acquire United Bank & Trust, Commission Act, 15 U.S.C. 46(f), and If you want the Commission to give Ann Arbor, Michigan. FTC Rule 2.34, 16 CFR 2.34, notice is your comment confidential treatment, 2. Peoples Bancorp, Inc., Sheridan, hereby given that the above-captioned you must file it in paper form, with a Arkansas, to become a bank holding consent agreement containing a consent request for confidential treatment, and company by acquiring 100 percent of order to cease and desist, having been you have to follow the procedure the outstanding stock in Peoples Bank, filed with and accepted, subject to final explained in FTC Rule 4.9(c), 16 CFR Sheridan, Arkansas. approval, by the Commission, has been 4.9(c).1 Your comment will be kept Board of Governors of the Federal Reserve placed on the public record for a period confidential only if the FTC General System, February 27, 2014. of thirty (30) days. The following Counsel, in his or her sole discretion, Michael J. Lewandowski, Analysis to Aid Public Comment grants your request in accordance with Assistant Secretary of the Board. describes the terms of the consent the law and the public interest. [FR Doc. 2014–04721 Filed 3–3–14; 8:45 am] agreement, and the allegations in the Postal mail addressed to the BILLING CODE 6210–01–P complaint. An electronic copy of the Commission is subject to delay due to full text of the consent agreement heightened security screening. As a package can be obtained from the FTC result, we encourage you to submit your FEDERAL TRADE COMMISSION Home Page (for February 25, 2014), on comments online. To make sure that the the World Wide Web, at http:// [File No. 131 0162] Commission considers your online www.ftc.gov/os/actions.shtm. A paper comment, you must file it at https:// Lone Star Fund V (U.S.), L.P., Bi-Lo copy can be obtained from the FTC ftcpublic.commentworks.com/ftc/ Holdings, LLC, Etablissements Public Reference Room, Room 130–H, biloconsent by following the Delhaize Fre`res et Cie ‘‘Le Lion’’ 600 Pennsylvania Avenue NW., instructions on the web-based form. If (Group Delhaize) SA/NV, and Delhaize Washington, DC 20580, either in person this Notice appears at http:// America, LLC; Analysis of Agreement or by calling (202) 326–2222. www.regulations.gov/#!home, you also Containing Consent Orders To Aid You can file a comment online or on may file a comment through that Web Public Comment paper. For the Commission to consider site. your comment, we must receive it on or AGENCY: Federal Trade Commission. before March 27, 2014. Write ‘‘Bi-Lo If you file your comment on paper, write ‘‘Bi-Lo Holdings, LLC—Consent ACTION: Proposed Consent Agreement. Holdings, LLC—Consent Agreement; File No. 131–0162’’ on your comment. Agreement; File No. 131–0162’’ on your SUMMARY: The consent agreement in this Your comment—including your name comment and on the envelope, and mail matter settles alleged violations of and your state—will be placed on the or deliver it to the following address: federal law prohibiting unfair methods public record of this proceeding, Federal Trade Commission, Office of the of competition. The attached Analysis of including, to the extent practicable, on Secretary, Room H–113 (Annex D), 600 Agreement Containing Consent Orders the public Commission Web site, at Pennsylvania Avenue NW., Washington, to Aid Public Comment describes both http://www.ftc.gov/os/ DC 20580. If possible, submit your the allegations in the draft complaint publiccomments.shtm. As a matter of paper comment to the Commission by and the terms of the consent orders— discretion, the Commission tries to courier or overnight service. embodied in the consent agreement— remove individuals’ home contact Visit the Commission Web site at that would settle these allegations. information from comments before http://www.ftc.gov to read this Notice DATES: Comments must be received on placing them on the Commission Web and the news release describing it. The or before March 27, 2014. site. FTC Act and other laws that the ADDRESSES: Interested parties may file a Because your comment will be made Commission administers permit the comment at https:// public, you are solely responsible for collection of public comments to ftcpublic.commentworks.com/ftc/ making sure that your comment does consider and use in this proceeding as biloconsent online or on paper, by not include any sensitive personal appropriate. The Commission will following the instructions in the information, like anyone’s Social consider all timely and responsive Request for Comment part of the Security number, date of birth, driver’s public comments that it receives on or SUPPLEMENTARY INFORMATION section license number or other state before March 27, 2014. You can find below. Write ‘‘Bi-Lo Holdings, LLC— identification number or foreign country more information, including routine Consent Agreement; File No. 131–0162’’ equivalent, passport number, financial uses permitted by the Privacy Act, in on your comment and file your account number, or credit or debit card the Commission’s privacy policy, at comment online at https:// number. You are also solely responsible http://www.ftc.gov/ftc/privacy.htm. ftcpublic.commentworks.com/ftc/ for making sure that your comment does biloconsent by following the not include any sensitive health 1 In particular, the written request for confidential instructions on the web-based form. If information, like medical records or treatment that accompanies the comment must include the factual and legal basis for the request, you prefer to file your comment on other individually identifiable health and must identify the specific portions of the paper, mail or deliver your comment to information. In addition, do not include comment to be withheld from the public record. See the following address: Federal Trade any ‘‘[t]rade secret or any commercial or FTC Rule 4.9(c), 16 CFR 4.9(c).

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Analysis of Agreement Containing Complaint alleges that the Acquisition in the relevant geographic Consent Orders To Aid Public Comment as amended, if consummated, would markets.3 Supermarkets are defined as I. Introduction and Background violate Section 7 of the Clayton Act, as traditional full-line grocery stores amended, 15 U.S.C. 18, and Section 5 of that sell, on a large-scale basis, food and The Federal Trade Commission the Federal Trade Commission Act, as non-food products that customers (‘‘Commission’’) has accepted for public amended, 15 U.S.C. 45, by removing an regularly consume at home—including, comment, subject to final approval, an actual, direct, and substantial but not limited to, fresh meat, dairy Agreement Containing Consent Orders competitor from eleven products, frozen foods, beverages, (‘‘Consent Order’’) from Lone Star Fund local geographic markets (‘‘relevant bakery goods, dry groceries, detergents, V (U.S.), L.P. (‘‘Lone Star’’), Bi-Lo geographic markets’’): Arcadia, and health and beauty products. This Holdings, LLC (‘‘Bi-Lo’’), Etablissements Dunnellon, Lake Placid, Madison, and broad set of products and services Delhaize Fre`res et Cie ‘‘Le Lion’’ (Group Wauchula, Florida; Bainbridge, provides a ‘‘one-stop shopping’’ Delhaize) SA/NV (‘‘Delhaize’’), and Statesboro, Sylvania, Vidalia, and experience for consumers by enabling Delhaize America, LLC (‘‘Delhaize Waynesboro, Georgia; and Batesburg, them to shop in a single store for all of America’’) (collectively ‘‘Respondents’’). South Carolina. The elimination of this their food and non-food grocery needs. The purpose of the proposed Consent competition would result in significant The ability to offer consumers one-stop Order is to remedy the anticompetitive competitive harm, specifically higher shopping is a critical differentiating effects that otherwise would result from prices and diminished quality and factor between supermarkets and other Bi-Lo’s acquisition of certain service levels in these markets. The food retailers. supermarkets owned by Delhaize proposed Consent Order would remedy The relevant product market includes America (the ‘‘Acquisition’’). Under the the alleged violations by requiring supermarkets within ‘‘hypermarkets,’’ terms of the proposed Consent Order, Respondent Bi-Lo to divest the acquired such as Wal-Mart Supercenters. Bi-Lo is required to divest its Delhaize America supermarkets in the Hypermarkets also sell an array of supermarkets and related assets in relevant geographic markets. The products that would not be found in eleven local geographic markets to divestitures will establish a new traditional supermarkets. However, Commission-approved buyers. The independent competitor to Respondent hypermarkets, like conventional divestitures must be completed no later Bi-Lo in the relevant geographic supermarkets, contain bakeries, delis, than 10 days following the Acquisition. markets, replacing competition that dairy, produce, fresh meat, and The proposed Consent Order has been otherwise would be eliminated as a sufficient product offerings to enable placed on the public record for 30 days result of the Acquisition. customers to purchase all of their weekly grocery requirements in a single to solicit comments from interested II. The Respondents persons. Comments received during this shopping visit. Other types of retailers—such as period will become part of the public Bi-Lo is the parent company of the Bi- convenience stores, specialty food record. After 30 days, the Commission Lo and Winn-Dixie chains, stores, limited assortment stores, hard- again will review the proposed Consent which are located in the Southeastern discounters, and club stores—also sell Order and comments received, and United States. As of July 10, 2013, Bi- certain food and non-food grocery items. decide whether it should withdraw the Lo operated 685 supermarkets However, these types of retailers do not Consent Order, modify the Consent throughout Alabama, Florida, Georgia, compete in the relevant product market Order, or make it final. Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee under its because they do not have a On May 27, 2013, Bi-Lo and Delhaize supermarket’s full complement of America executed an agreement Winn-Dixie and BI–LO banners. Lone Star Funds, a private equity firm products and services. Shoppers whereby Bi-Lo agreed to acquire from typically do not view these food and Delhaize America 73 Sweetbay stores specializing in distressed assets, through Respondent Lone Star, is the other grocery retailers as adequate (and leases to 10 closed stores), 72 substitutes for supermarkets.4 Further, Harveys stores, and 11 Reid’s stores for majority owner of Bi-Lo. Delhaize America is a wholly owned although these other types of retailers $265 million. Respondents amended subsidiary of Delhaize. Delhaize owns offer some competition to supermarkets, their agreement on January 31, 2014 to supermarket chains in North America, supermarkets do not view them as exclude one Reid’s and one Harveys Europe, and Indonesia. In the Northeast providing as significant or close store from the original acquisition and Southeast of the United States, competition as traditional supermarkets. agreement, and adjusted the purchase Delhaize America operates six Thus, consistent with prior Commission price accordingly.2 The Commission’s supermarket chains: Sweetbay, Harveys, precedent, these other types of retailers Reid’s, Hannaford, Bottom Dollar Food, are not considered as competitors in the 2 Respondents amended the acquisition relevant product market.5 agreement to exclude one Harveys in Americus, and . Food Lion is Delhaize Georgia and one Reid’s in Hampton, South America’s primary banner, and it Carolina, from the Acquisition. Accordingly, the accounts for 73% (1,127 stores) of its 3 The Acquisition raises competitive concern in proposed Consent Order does not require a five markets in Florida, five markets in Georgia, and divestiture in Americus, Georgia and Hampton, total 1,553 U.S. stores. one market in South Carolina. 4 South Carolina. By amending the acquisition III. Supermarket Competition in the Shoppers would be unlikely to switch to one of agreement so that Delhaize retains these two stores these retailers in response to a small but significant (which will be operated as part of its Food Lion Relevant Areas in Florida, Georgia, and price increase or ‘‘SSNIP’’ by a hypothetical division), the Acquisition does not increase market South Carolina supermarket monopolist. See U.S. DOJ and FTC concentration and the competitive status quo is Horizontal Merger Guidelines § 4.1.1 (2010). maintained in Americus and Hampton. Resolving Bi-Lo’s proposed acquisition of 5 See, e.g., AB Acquisition, LLC, Docket C–4424 the Commission’s concerns through an amendment Delhaize’s Sweetbay, Harvey’s, and (Dec. 23, 2013); Koninklijke N.V./Safeway to the acquisition agreement is suitable under the Reid’s supermarkets poses substantial Inc., Docket C–4367 (Aug. 17, 2012); Shaw’s/Star specific circumstances of this case. In particular, antitrust concerns in the retail sale of Markets, Docket C–3934 (June 28, 1999); / the selling company is selling only a small fraction , Docket C–3917 (Jan. 10, 2000); of its assets, has substantial and similar operations food and other grocery products in Albertson’s/, Docket C–3986 (June remaining post-transaction that will absorb easily 22, 1999); Ahold/Giant, Docket C–3861 (Apr. 5, and maintain profitably the retained stores, and will be an effective operator of those stores post- 1999); Albertson’s/Buttrey, Docket C–3838 (Dec. 8, where the Commission has concluded that Delhaize transaction. 1998); Jitney-Jungle Stores of America, Inc., Docket

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The relevant geographic markets in Finally, absent the relief, the these markets as a result of the which to analyze the Acquisition’s Acquisition may also facilitate Acquisition. effects are the areas within an coordination in markets where only the Respondents Lone Star and Bi-Lo approximate three- to ten-mile radius of parties’ stores and one other traditional have agreed to divest the Delhaize the parties’ supermarkets in each of the supermarket competitor remains post- America stores to four separate buyers. following eleven localized areas: Acquisition. Given the transparency of These purchasers are well suited and Arcadia, Dunnellon, Lake Placid, pricing and promotional practices well positioned to enter the relevant Madison, and Wauchula, Florida; between supermarkets and the fact that geographic markets and prevent the Bainbridge, Statesboro, Sylvania, supermarkets ‘‘price check’’ competitors increase in market concentration and Vidalia, and Waynesboro, Georgia; and in the ordinary course of business, likely competitive harm that otherwise Batesburg, South Carolina. Where the reducing the number of nearby would result from the Acquisition. The Respondents’ supermarkets are located competitors from three to two may supermarkets currently owned by the in rural, isolated areas, the relevant facilitate collusion between the purchasers are all located outside the geographic areas are larger than areas remaining supermarket competitors by relevant geographic markets. where the Respondents’ supermarkets making coordination easier to establish Respondents have agreed to divest the are located in more densely populated and monitor. Sweetbays located in Arcadia (#1883), suburban areas. A hypothetical The relevant geographic markets are Dunnellon (#1795), Lake Placid (#1879), monopolist of the retail sale of food and highly concentrated already, and would and Wauchula (#1791), Florida to non-food grocery products in become significantly more so post- Rowe’s IGA Supermarkets (‘‘Rowe’s’’). supermarkets in each relevant Acquisition. The Acquisition would Rowe’s currently operates five geographic market could profitably result in an effective merger-to- supermarkets in the greater Jacksonville, impose a small but significant non- monopoly in two relevant areas, Florida area under the ‘‘Rowe’s IGA’’ transitory increase in price. Madison, Florida and Sylvania, Georgia, banner. Respondents have agreed to divest The evidence gathered during the and an effective merger-to-duopoly in Harveys #2336 in Vidalia, Georgia, and course of staff’s investigation nine relevant areas.6 The Acquisition Harveys #2374 and #2375 in Statesboro, demonstrates that Respondents are close would increase the Herfindahl- Georgia, to HAC Inc. (‘‘HAC’’). HAC is and vigorous competitors in terms of Hirschman Index (‘‘HHI’’), which is the format, service, product offerings, an employee-owned supermarket standard measure of market company based in Oklahoma City, promotional activity, and location in the concentration under the 2010 relevant geographic markets. Bi-Lo and Oklahoma. HAC operates approximately Department of Justice and Federal Trade 80 stores consisting of and Delhaize America have the only Commission Horizontal Merger supermarkets in Madison, Florida and in Oklahoma, Guidelines (‘‘HMG’’), in the relevant Country Mart Stores in Lawton, Kansas, Sylvania, Georgia. Additionally, Bi-Lo geographic markets by a range of 540 to and Delhaize America have the only Super Save Stores in North Central 4,978 points, with post-Acquisition HHI Texas, and and Food traditional supermarkets in eight of the total levels ranging from 5,005 to 10,000 relevant geographic markets; the World stores in Georgia. HAC will points. These concentration levels far operate the stores in Statesboro under remaining competitor in each of these exceed the levels required to trigger the eight markets is a hypermarket, Wal- the Food World banner and the store in presumption that the Acquisition likely Vidalia under the Piggly Wiggly banner. Mart Supercenter. Moreover, the Bi-Lo enhances Respondent Bi-Lo’s market and Delhaize stores are located near Respondents have agreed to divest power in each of the relevant geographic Reid’s #442 in Batesburg, South each other—less than 1 mile apart in markets. three markets, 1 to 2 miles apart in six Carolina, Harveys #2349 in Waynesboro, New entry or expansion in the markets, and 2 to 3 miles apart in two Georgia, and Harveys #2370 in Sylvania, relevant geographic markets is unlikely markets. Competition in food retailing is Georgia, to W. Lee Flowers & Co., Inc. to deter or counteract the primarily a function of similarity of (‘‘Flowers’’). Currently, Flowers anticompetitive effects of the format and proximity between operates 35 supermarkets under its Acquisition. Moreover, even if a competing stores. Stores with similar Floco Foods subsidiary in South prospective entrant existed, the entrant formats located nearby each other Carolina and Georgia. Flowers is also a must secure a viable location, obtain the provide a greater competitive constraint wholesale grocery distributer, and the necessary permits and governmental on each other’s pricing than do stores of company supplies many IGA approvals, build its retail establishment different formats or stores located supermarkets in South Carolina. or renovate an existing building, and farther apart from each other. Absent the Finally, Respondents have agreed to open to customers before it could begin relief, the Acquisition would eliminate divest Harveys #2379 in Madison, operating and serve as a relevant significant head-to-head competition Florida, and Harveys #2378 in competitive constraint. It is unlikely between Respondents and would Bainbridge, Georgia, to Food Giant. that entry sufficient to achieve a increase Respondent Bi-Lo’s ability and Food Giant operates 108 stores under significant market impact and act as a incentive to raise prices unilaterally several different banner names, competitive constraint would occur in a post-Acquisition. The Acquisition also including Food Giant and Piggly timely manner. would decrease incentives to compete Wiggly, throughout eight states, on non-price factors, such as service IV. The Proposed Consent Order including Tennessee, Kentucky, levels, convenience, and quality. Arkansas, Mississippi, Alabama, and The proposed remedy, which requires Missouri. Food Giant will re-banner divestiture of the Delhaize America C–3784 (Jan. 30, 1998). But see Wal-Mart/ both stores to the Food Giant name. Supermercados Amigo, Docket C–4066 (Nov. 21, stores in the relevant geographic Food Giant already operates four stores 2002) (the Commission’s complaint alleged that in markets to a Commission-approved in Florida and two in Georgia. Puerto Rico, club stores should be included in a purchaser, will restore the competition The proposed Order requires product market that included supermarkets because that otherwise would be eliminated in club stores in Puerto Rico enabled consumers to Respondents Lone Star and Bi-Lo to purchase substantially all of their weekly food and divest the Delhaize America grocery requirements in a single shopping visit). 6 See Appendix A. supermarkets and related assets in the

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eleven relevant geographic markets to divestiture store. If any of the buyers are are required to provide the Commission the four buyers no later than 10 days not approved by the Commission to with prior notice of plans to acquire a following the respective closing date purchase the assets, Lone Star and Bi- supermarket, or an interest in a under the Respondents’ agreement. Lo must immediately rescind the supermarket, that has operated or is Pursuant to the Respondents’ divestiture agreement and divest the operating in the counties that include acquisition agreement, the Acquisition Delhaize America store and related the relevant geographic markets. will be effectuated through eight assets to a buyer that receives the *** separate closings over a period of Commission’s prior approval. Further, approximately 10 weeks. This staged for a period of one year, the Order The sole purpose of this Analysis is closing will allow both Bi-Lo and the prohibits Respondents from interfering to facilitate public comment on the buyers of the divested stores to re- with the hiring of or employment of any proposed Consent Order. This Analysis banner the acquired stores in a timely employees currently working at the does not constitute an official and orderly manner. The divestitures Delhaize America stores in the interpretation of the proposed Consent will take place no later than 10 days divestiture markets. Additionally, for a Order, nor does it modify its terms in after the closing involving the relevant period of 10 years, Lone Star and Bi-Lo any way.

EXHIBIT A

Merger HHI HHI City State result (pre) (post) Delta

Arcadia ...... FL 3 to 2 ...... 4645 5331 686 Bainbridge ...... GA 3 to 2 ...... 5016 5556 540 Batesburg ...... SC 3 to 2 ...... 4074 5062 988 Dunnellon ...... FL 3 to 2 ...... 4294 5081 787 Lake Placid ...... FL 3 to 2 ...... 3881 5005 1124 Madison ...... FL 2 to 1 ...... 5556 10000 4444 Statesboro ...... GA 3 to 2 ...... 4798 5423 625 Sylvania ...... GA 2 to 1 ...... 5022 10000 4978 Vidalia ...... GA 3 to 2 ...... 5002 5556 554 Wauchula ...... FL 3 to 2 ...... 4215 5115 900 Waynesboro ...... GA 3 to 2 ...... 4316 5149 833

By direction of the Commission. Hart-Scott-Rodino Antitrust indicated—of the waiting period Donald S. Clark, Improvements Act of 1976, requires provided by law and the premerger Secretary. persons contemplating certain mergers notification rules. The listing for each [FR Doc. 2014–04708 Filed 3–3–14; 8:45 am] or acquisitions to give the Federal Trade transaction includes the transaction BILLING CODE 6750–01–P Commission and the Assistant Attorney number and the parties to the General advance notice and to wait transaction. The grants were made by designated periods before the Federal Trade Commission and the FEDERAL TRADE COMMISSION consummation of such plans. Section Assistant Attorney General for the 7A(b)(2) of the Act permits the agencies, Antitrust Division of the Department of Granting of Request for Early in individual cases, to terminate this Justice. Neither agency intends to take Termination of the Waiting Period waiting period prior to its expiration Under the Premerger Notification any action with respect to these and requires that notice of this action be proposed acquisitions during the Rules published in the Federal Register. applicable waiting period. Section 7A of the Clayton Act, 15 The following transactions were U.S.C. 18a, as added by Title II of the granted early termination—on the dates

EARLY TERMINATIONS GRANTED JANUARY 1, 2014 THRU JANUARY 31, 2014

01/07/2014

20140342 ...... G ArcLight Energy Partners Fund V, L.P.; Penn Virginia Corporation ArcLight Energy Partners Fund V, L.P. 20140347 ...... G JPMorgan & Chase & Co.; FMC Corporation; JPMorgan & Chase & Co. 20140349 ...... G Viva Alamo Holdings LLC Centrica plc; Viva Alamo Holdings LLC. 20140354 ...... G Onex Partners III LP; Providence Equity Partners VI L.P.; Onex Partners III LP. 20140359 ...... G International Business Machines Corporation; Michelle Munson & Serban Simu; International Business Machines Corpora- tion. 20140365 ...... G Bain Capital Fund VII, L.P.; SpinCo; Bain Capital Fund VII, L.P. 20140366 ...... G SpinCo; Bain Capital Fund VII, L.P.; SpinCo. 20140369 ...... G Eldorado Holdco, LLC; MTR Gaming Group, Inc.; Eldorado Holdco, LLC. 20140370 ...... G MTR Gaming Group, Inc.; Eldorado Holdco, LLC; MTR Gaming Group, Inc. 20140373 ...... G ABRY Partners VII, L.P.; New Mountain Partners II, L.P.; ABRY Partners VII, L.P. 20140383 ...... G Ronald O. Perelman; Valassis Communications, Inc.; Ronald O. Perelman.

01/08/2014

20140361 ...... G Permira V L.P. 2; Atrium Innovations Inc.; Permira V L.P. 2. 20140375 ...... G AstraZeneca PLC; Bristol-Myers Squibb Company; AstraZeneca PLC.

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