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Federal Register / Vol. 86, No. 108 / Tuesday, June 8, 2021 / Notices
Federal Register. Comments should be submitted in English and directed to Robert Lepore, Chief, Transportation, Energy, and Agriculture Section, Antitrust Division, Department of Justice, 450 Fifth Street NW, Suite 8000, Washington, DC 20530 email address:
Robert.Lepore@usdoj.gov.
Suzanne Morris, Chief, Premerger and Division Statistics, Antitrust Division.

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
United States of America, U.S. Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 8000, Washington, DC 20530, Plaintiff, v. ZenNoh Grain Corp., 1127
Highway 190, East Service Road, Covington, LA 70433 and Bunge North America, Inc., 1391 Timberland Manor Parkway, Chesterfield, MO 63017, Defendants.
Civil Action No.: 1:21cv1482RJL
Judge Richard J. Leon
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Complaint The United States of America, acting under the direction of the Attorney General of the United States, brings this civil antitrust action to prevent Zen-Noh Grain Corp. from acquiring assets of Bunge North America, Inc. The United States alleges as follows:
I. Introduction 1. American farmers produce the crops that feed our nation and the world. The United States primary crops are corn and soybeans collectively referred to here as grain. American farmers produced 14.2 billion bushels of corn and 4.14 billion bushels of soybeans in 2020, and roughly onequarter of these grains were exported. In the United States, grain may flow from the farm directly to end users like ethanol plants and feed mills, or farmers can sell their grain to local grain elevators, where it is stored and aggregated, and later transported by train or barge to more distant domestic end users or to port elevators for export.
To earn a fair return on their hard work and investments, farmers rely on vigorous competition between the companies that purchase their grain for direct use or further resale.
2. Zen-Noh Grain Corp. ZGC seeks to acquire 35 operating and 13 idled U.S. grain elevators from Bunge North America, Inc. Bunge. These elevators are located in nine states, mainly along the Mississippi River and its tributaries. ZGC and Bunge are both grain traders and exporters, each purchasing millions of tons of corn and soybeans annually from farmers located across the United States agricultural regions, and through their networks
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distributing the grain to customers throughout the United States and the rest of the world.
3. Today, ZGC, along with its affiliate CGB Enterprises, Inc. CGB, a 5050
joint venture between ZGC and Itochu Corporation, competes against Bunge to purchase corn and soybeans at numerous U.S. grain elevators and at their port elevators. In particular, in some areas along the Mississippi and Ohio Rivers where the Defendants operate competing river elevators, farmers have fewif anyalternative purchasers for their grain. The acquisition will eliminate competition between ZGC and Bunge in those locations; as a result, many U.S. farmers are likely to receive lower prices and poorer quality service when seeking to sell their grain.
4. In nine geographic areas, a Bunge elevator and a nearby ZGC or CGB
elevator represent two of only a small number of alternatives where area farmers can sell their grain. In those nine areas, ZGC and Bunge currently compete aggressively to win farmers business by offering better prices and more attractive amenities such faster grain drop-off services and better grain grading. Faster drop-off services mean farmers can get back to their fields more quickly and make better use of their trucks and employees, ultimately saving time and money. If one elevator is grading grain more harshly or inconsistently, which may lead to a lower price paid to a farmer for the grain, the farmer has the option of selling to a competing elevator which may grade differently.
5. If the proposed transaction proceeds in its current form, farmers located in these areas are likely to receive lower prices and lower quality services, and have fewer choices for the sale of their crops. The proposed transaction therefore is likely to lessen competition substantially in violation of Section 7 of the Clayton Act, 15 U.S.C.
18, and the Court should enjoin this unlawful transaction.
II. Jurisdiction and Venue 6. The United States brings this action pursuant to Section 15 of the Clayton Act, 15 U.S.C. 25, to prevent and restrain Defendants from violating Section 7 of the Clayton Act, 15 U.S.C.
18.
7. Defendants are engaged in, and their activities substantially affect, interstate commerce. ZGC and Bunge both purchase, store, and sell grain throughout the United States. The Court has subject matter jurisdiction over this action pursuant to Section 15 of the
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Clayton Act, 15 U.S.C. 25, and 28 U.S.C.
1331, 1337a, and 1345.
8. ZGC and Bunge have each consented to personal jurisdiction and venue in this jurisdiction for purposes of this action. Venue is proper under 15
U.S.C. 22, and 28 U.S.C. 1391b and c.
III. Defendants and the Proposed Transaction 9. This case arises from ZGCs proposed acquisition of certain grain elevator assets from Bunge for approximately $300 million pursuant to an Asset Purchase Agreement entered on April 21, 2020.
10. ZGC, headquartered in Covington, Louisiana, is a subsidiary of the National Federation of Agricultural Cooperative Associations of Japan. ZGC
owns and operates a state-of-the-art export elevator located on the Mississippi River near Convent, Louisiana, from which it trades and exports corn, soybeans, sorghum, wheat, and grain by-products. Recently expanded in 2018 to handle up to 17
million tons of grain annually, ZGCs Convent elevator is the largest port elevator on the Mississippi. ZGC does not own any inland grain elevators and relies upon its affiliate, CGB, to supply the majority of the massive quantities of corn and soybeans ZGC exports annually from Convent. Postacquisition, ZGC intends to lease the Bunge elevators to CGB to operate through CGBs wholly owned subsidiary, Consolidated Grain and Barge Co.
11. CGB is a 5050 joint venture between ZGC and Itochu Corporation, a global trading company. CGB operates more than 100 elevators, many of which are located along the Mississippi, Ohio, Arkansas, and Illinois Rivers. CGB is the fifth-largest grain company in the United States by storage capacity. CGBs grain merchandizers are in daily contact with thousands of farmers, actively seeking to purchase grain from them.
Currently, CGB sells approximately 60%
of the grain it purchases to ZGC.
12. Bunge, headquartered in Chesterfield, Missouri, is the North American subsidiary of Bunge Limited.
Bunge is a large agribusiness and food ingredient company that owns and operates grain elevators, oilseed processing plants, and edible oil refineries, as well as grain export terminals. Bunge is the eighth-largest grain company in the United States by storage capacity. Post-acquisition, Bunge will continue purchase grain in the United States via its export elevator on the Mississippi River in Destrehan, Louisiana and its export terminal in Longview, Washington a joint venture
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