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The Federal Trade Commission is requiring Pilot Corporation, owner of the largest travel center network in the United States, to sell 26 locations as part of a settlement that will replace the competition lost because of Pilot’s proposed $1.8 billion acquisition of Flying J Inc.’s travel center network. Pilot has agreed to sell the travel centers, which provide diesel, food, parking, and other amenities for truckers, to Love’s Travel Stops and Country Stores, the smallest national travel center operator, currently concentrated in the South.

“The proposed settlement will resolve the competitive concerns resulting from Pilot’s acquisition of Flying J’s travel center business, which would have likely resulted in higher diesel fuel prices for long-haul trucking fleets,” said Richard A. Feinstein, Director of the FTC’s Bureau of Competition.

According to the FTC’s complaint, the deal between Pilot and Flying J would have reduced competition for certain long-haul trucking fleets for which Pilot and Flying J were the first and second best choices for their diesel needs.

The divestiture to Love’s, along with Love’s aggressive expansion plans, will allow it to compete better for long-haul fleets that otherwise would be harmed by Pilot’s acquisition of Flying J.

The settlement order contains several provisions designed to ensure that Love’s can become a successful competitor to the newly formed Pilot/Flying J. The order requires Pilot to:

• Provide Love’s, at its request, access to and use of a fuel purchase card system that Pilot is acquiring (and maintain appropriate firewalls during this access and use);
• Continue operating Wendy’s restaurants affiliated with certain divested travel centers for one year;
• Not interfere with the transfer of any employees who choose to work with Love’s after it acquires the travel centers; and
• Provide Love’s with business information related to the 26 travel centers being sold, and maintain the travel centers as viable businesses until they can be transferred to Love’s.

In addition, the order allows the FTC to appoint an interim monitor to oversee the sale of the assets, if necessary, and contains reporting and other terms to ensure Pilot’s compliance.

The FTC vote approving the complaint and proposed settlement order was 4-0-1, with Commissioner Julie Brill not participating. The order will be subject to public comment for 30 days, until July 30, 2010, after which the Commission will decide whether to make it final. Comments should be sent to: FTC, Office of the Secretary, 600 Pennsylvania Avenue, N.W., Washington, DC 20580. To submit a comment electronically, please click on: https://public.commentworks.com/ftc/pilot-flyingj.

NOTE: The Commission issues a 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. The issuance of a complaint is not a finding or ruling that the respondent has violated the law. A consent agreement is for settlement purposes only and does not constitute an admission of a law violation. 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 $16,000.

Copies of the complaint, consent order, and an analysis to aid in public comment can be found on the FTC’s Web site at http://www.ftc.gov and also from the FTC’s Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, DC 20580. The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action. To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to antitrust@ftc.gov, or write to the Office of Policy and Coordination, Room 383, Bureau of Competition, Federal Trade Commission, 600 Pennsylvania Ave, N.W., Washington, DC 20580. To learn more about the Bureau of Competition, read “Competition Counts” at http://www.ftc.gov/competitioncounts.

(FTC File No.: 091-0125)
(Flying J.final)