This merger review began in September of 2003 when the state became aware of the merger of two large fuel supply companies that provide barge delivered petroleum products in western Alaska. Most fuel in this area is delivered by barge, and is used for heating, utility services, jet fuel, and motor fuel. After significant investigation, the state entered a consent decree that required divestiture of vessels and storage facilities to a qualified competitor that was pre-approved by the state. An HSR filing was made, but neither FTC nor DOJ issued a second request. Under a unique Alaska statute, AS 45.50.584, consent decrees entered by the state are subject to court approval. Pending approval, a 60- day window exists for interested parties to filed ‘verified exceptions’ to the consent decree. The court is then required to hold a ‘full hearing’ on those exceptions. The largest city in the relevant area, the City of Bethel, and a consortium of utility providers filed exceptions in opposition to the merger After a day-long hearing on the objections to the consent decree, the court approved the decree with no modification.