Antitrust Law Daily Wrap Up, ANTITRUST NEWS: Joint Motion Requests Extra Time for Divestitures Ordered in Acquisition of Commercial Waste Collection Business, (May 22, 2013)

By John W. Arden, J.D., LL.M.

The Department of Justice, Star Atlantic Waste Holdings, and Veolia Environment S.A. have filed a joint motion to modify a March 4 final judgment allowing Star Atlantic Waste Holdings to acquire the U.S. solid waste activities of Veolia ES Sold Waste Inc, predicated on divestiture of waste collection and disposal assets (U.S. v. Star Atlantic Waste Holdings, L.P., May 21, 2013). The joint motion requested additional time for the acquirers of divestiture assets to obtain state regulatory approvals.

The Final Judgment required the defendants to divest commercial waste collection or disposal assets in New Jersey and Georgia in order to resolve Antitrust Division allegations that the transaction, as originally proposed, would have resulted in higher prices for the collection of municipal solid waste from commercial businesses or the disposal of waste in these areas. Under the terms of the judgment, the companies agreed to divest three specified transfer stations in northern New Jersey; a landfill and two transfer stations in central Georgia; and three commercial waste collection routes in the Macon metropolitan areas. Each asset to be divested was owned by Veolia.

To maximize the potential operational effectiveness of each purchaser of the divestiture assets, Star Atlantic and Veolia were required to divest to a single buyer the three transfer stations in northern New Jersey and to divest to a single buyer the designated Georgia transfer stations and landfill and the specified commercial waste routes in the Macon metropolitan area. The Final Judgment required the defendants to divest assets within five days after notice of the entry of the Final Judgment and permitted the United States to extend that deadline by a total of 60 days. The United States has granted several extensions, totaling 60 days, and does not have the discretion to extend the divestiture period beyond May 8, 2013.

While the defendants have made significant progress on each of two divestitures, neither is completed. On April 11, 2013, the U.S. approved Coventa Energy Corporation as the acquirer of the Northern New Jersey assets. On May 17, 2013, the U.S. approved Waste Industries USA, Inc. as the acquirer of the Central Georgia Disposal assets and the Macon Metropolitan Area Collection assets. However, neither acquirer has obtained state approvals necessary to allow the divestitures to close.

The memorandum in support of the joint motion requested modifications giving the defendants five calendar days after satisfaction of the New Jersey regulatory approvals to divest the Northern New Jersey Disposal assets and five calendar days after satisfaction of the Georgia regulatory approvals to divest Central Georgia Disposal assets and Macon Metropolitan Area Collection assets.

Since the proposed modifications were minor and served only to effectuate what was intended in the Final Judgment, the U.S. concluded that there would be no benefit to providing public notice and an opportunity to comment on this modification.

The proposed Modified Final Judgment appears here.

The case is No. 1:12-cv-01847-RWR.

Attorneys: Michael K. Hammaker for the U.S. Department of Justice. James W. Lowe (Wilmer Cutler Pickering Hale and Dorr LLP) for Star Atlantic Waste Holdings, L.P. David Laing (Crowell & Moring) for Veolia Environment S.A. and Veolia ES Solid Waste, Inc.

Companies: Star Atlantic Waste Holdings, L.P.; Veolia Environment S.A.; Veolia ES Solid Waste, Inc.

News: Antitrust AntitrustDivisionNews