This merger review grew out of an HSR filing that came to the Alaska Attorney General’s attention through the FTC. Alaska and the FTC investigated jointly, with the state taking the lead. The merging parties were the two largest supermarkets in Alaska, with stores in several relevant markets throughout the state. There was only one other competitor in most of the relevant geographic markets, and none in others. After significant review, the state agreed to allow the merger on the condition that the parties divest seven stores in various locations to a competitor approved by the state within six months following entry of a consent decree. The decree contained penalties for failure to find an approved buyer within the allotted time. The parties ultimately proposed a buyer that was approved by the state. After about a year of operation, the new competitor failed, and declared bankruptcy. Competition, however, was replaced by the expansion of another competitor who now has over 50% of the relevant market.