Analysis To Aid Public Comment on
the Provisionally Accepted Consent Order

The Federal Trade Commission ("Commission") has accepted for public comment from Shell Oil Company ("Shell") and Tejas Energy, LLC ("Tejas"), a wholly owned subsidiary of Shell, an agreement containing Consent Order designed to remedy the anticompetitive effects resulting from Shell and Tejas' proposed acquisition of certain gas gathering assets of The Coastal Corporation ("Coastal"). The Consent Order requires the divestiture of approximately 171 miles of Coastal's gas gathering pipeline in western Oklahoma and the Texas panhandle to a Commission-approved buyer.

This agreement has been placed on the public record for sixty (60) days for the receipt of comments from interested persons. Comments received during this period will become part of the public record. After sixty (60) days, the Commission will again review the agreement and the comments received, and will decide whether it should withdraw from the agreement or make final the agreement's Order.

On January 20, 1998, Transok, LLC ("Transok"), a wholly-owned subsidiary of Tejas, and ANR Field Services Company and ANR Production Company (collectively referred to as ("ANR"), subsidiaries of Coastal, entered into a Letter of Intent for Transok to acquire gas gathering assets of ANR located in Oklahoma, Texas, and Kansas. Gas gathering is the pipeline transportation of natural gas from a wellhead or central delivery point to a gas transmission pipeline or gas processing plant. The Commission found that the acquisition may create competitive problems in parts of Roger Mills, Beckham, Custer, Washita, Caddo and Grady Counties, Oklahoma, and Wheeler County, Texas (hereafter referred to as the overlap counties). The Commission's Complaint alleges that Transok's acquisition agreement with ANR violates Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and the acquisition, if consummated, would violate Section 5 of the Federal Trade Commission Act and Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18.

Within the overlap counties, Tejas, through its subsidiary Transok, is the largest gas gatherer and Coastal, through its ANR subsidiaries, is a substantial competitor in gas gathering. Six areas were identified where gas producers could only turn to Tejas and Coastal or, at most, one other gas gatherer, for gas gathering services. In these areas, the proposed merger would eliminate competition between Tejas and Coastal in providing gas gathering services to gas producers and would likely lead to anticompetitive increases in gathering rates and an overall reduction in gas drilling and production. It is unlikely that the competition eliminated by the proposed acquisition would be replaced by new entry into the gas gathering market in these areas.

The proposed Consent Order requires Shell and Tejas to divest parts of the ANR pipeline system within these six areas. The gas gathering assets to be divested are listed, with accompanying maps showing the locations of the pipelines, in Schedule A of the proposed Consent Order. The purposes of the divestiture are to ensure the continued use of the Schedule A assets as gas gathering assets and to remedy the lessening of competition resulting from the acquisition.

Shell and Tejas must divest the assets by January 5, 1999, or thirty days following the consummation of the acquisition, whichever is later. If Shell and Tejas fail to divest the assets by the deadline, the Commission may appoint a trustee to sell the assets. The trustee may include additional assets with those specified in Schedule A to assure the marketability, viability, and competitiveness of the Schedule A assets so as to accomplish expeditiously the remedial purposes of the order. Shell and Tejas have agreed to maintain the assets that are being divested in their current condition and provide gathering service at existing terms and conditions to customers under contract with ANR until the Schedule A assets are sold.

The purpose of this analysis is to invite public comment concerning the consent order. This analysis is not intended to constitute an official interpretation of the agreement and order or to modify their terms in any way.