Quiero saber acerca de...

Federal Register / Vol. 86, No. 108 / Tuesday, June 8, 2021 / Notices
jbell on DSKJLSW7X2PROD with NOTICES

IX. Affidavits A. Within 20 calendar days of the filing of the Complaint in this matter, and every 30 calendar days thereafter until the divestitures required by this Final Judgment have been completed, each Defendant must deliver to the United States an affidavit, signed by each Defendants Chief Financial Officer and General Counsel, describing in reasonable detail the fact and manner of Defendants compliance with this Final Judgment. The United States, in its sole discretion, may approve different signatories for the affidavits. Defendant Bunges obligations under this Paragraph IX.A shall cease 30 calendar days after the closing of the Transaction.
B. Each affidavit required by Paragraph IX.A. must include: 1 The name, address, and telephone number of each person who, during the preceding 30 calendar days, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, an interest in the Divestiture Assets and describe in detail each contact with such persons during that period; 2 a description of the efforts Defendants have taken to solicit buyers for and complete the sale of the Divestiture Assets and to provide required information to prospective Acquirers; and 3 a description of any limitations placed by Defendants on information provided to prospective Acquirers. Objection by the United States to information provided by Defendants to prospective Acquirers must be made within 14 calendar days of receipt of the affidavit, except that the United States may object at any time if the information set forth in the affidavit is not true or complete.
C. Defendants must keep all records of any efforts made to divest the Divestiture Assets until one year after the Divestiture Date.
D. Within 20 calendar days of the filing of the Complaint in this matter, each Defendant must also deliver to the United States an affidavit signed by each Defendants Chief Financial Officer and General Counsel, describing in reasonable detail all actions Defendants have taken and all steps Defendants have implemented on an ongoing basis to comply with Section VIII of this Final Judgment. The United States, in its sole discretion, may approve different signatories for the affidavits.
E. If a Defendant makes any changes to the actions and steps outlined in any earlier affidavits provided pursuant to Paragraph IX.D., Defendants must, within 15 calendar days after any change is implemented, deliver to the
VerDate Sep<11>2014

16:36 Jun 07, 2021

Jkt 253001

United States an affidavit describing those changes.
F. Defendants must keep all records of any efforts made to comply with Section VIII until one year after the Divestiture Date.
X. Compliance Inspection A. For the purpose of determining or securing compliance with this Final Judgment, or related orders such as the Hold Separate Stipulation and Order, or for the purpose of determining whether this Final Judgment should be modified or vacated, upon written request of an authorized representative of the Assistant Attorney General for the Antitrust Division, and reasonable notice to Defendants, Defendants must permit, from time to time and subject to legally recognized privileges, authorized representatives, including agents retained by the United States:
1. To have access during Defendants office hours to inspect and copy, or at the option of the United States, to require Defendants to provide electronic copies of all books, ledgers, accounts, records, data, and documents in the possession, custody, or control of Defendants relating to any matters contained in this Final Judgment; and 2. to interview, either informally or on the record, Defendants officers, employees, or agents, who may have their individual counsel present, relating to any matters contained in the Final Judgment. The interviews must be subject to the reasonable convenience of the interviewee and without restraint or interference by Defendants.
B. Upon the written request of an authorized representative of the Assistant Attorney General for the Antitrust Division, Defendants must submit written reports or respond to written interrogatories, under oath if requested, relating to any of the matters contained in this Final Judgment.
C. No information or documents obtained pursuant to this Section XI
may be divulged by the United States to any person other than an authorized representative of the executive branch of the United States, except in the course of legal proceedings to which the United States is a party, including grand jury proceedings, for the purpose of securing compliance with this Final Judgment, or as otherwise required by law.
D. In the event of a request by a third party for disclosure of information under the Freedom of Information Act, 5 U.S.C. 552, the Antitrust Division will act in accordance with that statute, and the Department of Justice regulations at 28 CFR part 16, including the provision on confidential commercial information, at 28 CFR 16.7. Defendants submitting
PO 00000

Frm 00087

Fmt 4703

Sfmt 4703

30487

information to the Antitrust Division should designate the confidential commercial information portions of all applicable documents and information under 28 CFR 16.7. Designations of confidentiality expire 10 years after submission, unless the submitter requests and provides justification for a longer designation period. See 28 CFR
16.7b.
E. If at the time that Defendants furnish information or documents to the United States pursuant to this Section X, Defendants represent and identify in writing information or documents for which a claim of protection may be asserted under Rule 26c1G of the Federal Rules of Civil Procedure, and Defendants mark each pertinent page of such material, Subject to claim of protection under Rule 26c1G of the Federal Rules of Civil Procedure, the United States must give Defendants 10
calendar days notice before divulging the material in any legal proceeding other than a grand jury proceeding.
XI. Notification A. Unless a transaction is otherwise subject to the reporting and waiting period requirements of the Hart-ScottRodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. 18a the HSR Act, Defendant ZGC, may not, without first providing at least 30
calendar days advance notification to the United States, directly or indirectly acquire any assets of or any interest, including a financial, security, loan, equity, or management interest, in grain purchasing facilities, including grain elevators and crush mills, located within a 100-mile radius any Divested Elevator during the term of this Final Judgment; provided, however, that the obligations in this Section XI do not apply to Defendant ZGCs acquisition of grain purchasing facilities that were leased by Defendant ZGC as of January 1, 2021.
B. Defendant ZGC must provide the notification required by this Section XI
in the same format as, and in accordance with the instructions relating to, the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations as amended, except that the information requested in Items 5
through 8 of the instructions must be provided only about grain purchasing facilities located within a 100-mile radius of any Divested Elevator.
C. Notification must be provided at least 30 calendar days before acquiring any assets or interest, and must include, beyond the information required by the instructions, the names of the principal representatives who negotiated the
E:FRFM08JNN1.SGM

08JNN1