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Federal Register / Vol. 86, No. 108 / Tuesday, June 8, 2021 / Notices
transaction on behalf of each party, and all management or strategic plans relating to the proposed transaction. If, within the 30 calendar days following notification, representatives of the United States make a written request for additional information, Defendant ZGC
may not consummate the proposed transaction until 30 calendar days after submitting all requested information.
D. Early termination of the waiting periods set forth in this Section XI may be requested and, where appropriate, granted in the same manner as is applicable under the requirements and provisions of the HSR Act and rules promulgated thereunder. This Section XI must be broadly construed, and any ambiguity or uncertainty regarding whether to file a notice under this Section XI must be resolved in favor of filing notice.
XII. Limitations on Reacquisition Defendant ZGC may not reacquire any part of or any interest in the Divestiture Assets during the term of this Final Judgment without prior authorization by the United States.

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XIII. Retention of Jurisdiction The Court retains jurisdiction to enable any party to this Final Judgment to apply to the Court at any time for further orders and directions as may be necessary or appropriate to carry out or construe this Final Judgment, to modify any of its provisions, to enforce compliance, and to punish violations of its provisions.
XIV. Enforcement of Final Judgment A. The United States retains and reserves all rights to enforce the provisions of this Final Judgment, including the right to seek an order of contempt from the Court. Defendants agree that in a civil contempt action, a motion to show cause, or a similar action brought by the United States regarding an alleged violation of this Final Judgment, the United States may establish a violation of this Final Judgment and the appropriateness of a remedy therefor by a preponderance of the evidence, and Defendants waive any argument that a different standard of proof should apply.
B. This Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore the competition the United States alleges was harmed by the challenged conduct. Defendants agree that they may be held in contempt of, and that the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying
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ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter.
C. In an enforcement proceeding in which the Court finds that Defendants have violated this Final Judgment, the United States may apply to the Court for a one-time extension of this Final Judgment, together with other relief that may be appropriate. In connection with a successful effort by the United States to enforce this Final Judgment against a Defendant, whether litigated or resolved before litigation, that Defendant agrees to reimburse the United States for the fees and expenses of its attorneys, as well as all other costs including experts fees, incurred in connection with that effort to enforce the Final Judgment, including in the investigation of the potential violation.
D. For a period of four years following the expiration of this Final Judgment, if the United States has evidence that a Defendant violated this Final Judgment before it expired, the United States may file an action against that Defendant in this Court requesting that the Court order: 1 Defendant to comply with the terms of this Final Judgment for an additional term of at least four years following the filing of the enforcement action; 2 all appropriate contempt remedies; 3 additional relief needed to ensure the Defendant complies with the terms of this Final Judgment; and 4
fees or expenses as called for by this Section XIV.
XV. Expiration of Final Judgment Unless the Court grants an extension, this Final Judgment will expire 10 years from the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon notice by the United States to the Court and Defendants that the divestitures have been completed and continuation of this Final Judgment no longer is necessary or in the public interest.
XVI. Public Interest Determination Entry of this Final Judgment is in the public interest. The parties have complied with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. 16, including by making available to the public copies of this Final Judgment and the Competitive Impact Statement, public comments thereon, and any response to comments by the United States. Based upon the record before the Court, which includes the Competitive Impact Statement and,
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if applicable, any comments and responses to comments filed with the Court, entry of this Final Judgment is in the public interest.
Date: llll Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15
U.S.C. 16
lllllllllllllllllllll United States District Judge
United States District Court for the District of Columbia United States of America, Plaintiff, v. ZenNoh Grain Corp., and Bunge North America, Inc., Defendants.
Civil Action No.: 1:21cv1482RJL
Judge Richard J. Leon
Competitive Impact Statement The United States of America, under Section 2b of the Antitrust Procedures and Penalties Act, 15 U.S.C. 16bh the APPA or Tunney Act, files this Competitive Impact Statement relating to the proposed Final Judgment submitted for entry in this civil antitrust proceeding.
I. Nature and Purpose of the Proceeding On April 21, 2020, Zen-Noh Grain Corp. ZGC agreed to acquire 35
operating and 13 idled U.S. grain elevators from Bunge North America, Inc. Bunge for approximately $300
million the Transaction. The United States filed a civil antitrust Complaint on June 1, 2021, seeking to enjoin the proposed Transaction. The Complaint alleges that the likely effect of the Transaction would be to substantially lessen competition for purchases of corn and soybeans in nine geographic areas of the United States in violation of Section 7 of the Clayton Act, 15 U.S.C.
18.
At the same time the Complaint was filed, the United States filed a proposed Final Judgment and an Asset Preservation and Hold Separate Stipulation and Order Stipulation, which are designed to address the anticompetitive effects of the Transaction. The proposed Final Judgment, explained more fully below, requires the Defendants to divest certain grain elevators and related assets of Bunge or ZGC affiliate CGB Enterprises, Inc. the Divestiture Assets to Viserion Grain LLC and Viserion International Holdco LLC Viserion, or to another acquirer or acquirers acceptable to the United States, within 30 calendar days after entry of the Stipulation.
Under the terms of the Stipulation, the Defendants will take certain steps to ensure that the Divestiture Assets remain independent; that all of the
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