ORIGINAL 


UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSI 

OFFICE OF ADMINISTRATIVE LAW JUDGE 

) 

In the Matter of ) 

) Docket No. 9356 

Ardagh Group S.A, ) 

a public limited liability company, ) PUBLIC 

) 

and ) 

) 

Saint-Gobain Containers, Inc., ) 

a corporation, ) 

) 

and ) 

) 

Compagnie de Saint-Gobain, ) 

a corporation. ) _______________________________ ) 

SUPPLEMENTARY MEMORANDUM IN SUPPORT OF APPLICATION OF 


RESPONDENT ARDAGH GROUP S.A. 


UNDER RULE 3.25(a) FOR SETTLEMENT CONFERENCE 


On September 26,2013, Respondent Ardagh Group S.A. ("Ardagh") filed an 

application requesting this Court to convene an in-person settlement conference in order to 

facilitate settlement discussions. On September 27, 2013, Complaint Counsel responded 

that, while they had no objection to a conference, they did not think it would materially 

increase the likelihood of a settlement because Ardagh "appears to be wedded" to a 

solution that Complaint Counsel believes is unlikely to resolve the Commission's 

concerns. 

Complaint Counsel's response illustrates why supervision ofthe settlement 

negotiations under Rule 3.25(a) would be productive. 

First, Ardagh is ready and willing to negotiate a consent settlement that satisfies the 

Commission's concerns as expressed in the administrative complaint, provided that the 

settlement does not go beyond what is necessary and thereby impose an unwarranted loss 

on the company. The fact that the parties have exchanged multiple offers but cannot bridge 

the gap militates in favor of Court supervision, not against it. Indeed, if it would assist the 

process, one or more senior company executives with negotiating authority can be present 

at any conference the Court convenes. 

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PUBLIC 


Second, time is of the essence. The evidentiary hearing on the FTC's motion for a 

preliminary injunction before Judge Rothstein in the District Court for the District of 

Columbia is scheduled to start on October 17, while the evidentiary hearing on the merits 

in this Court is scheduled to begin on December 2. 

Out of an abundance of caution Ardagh decided take steps to restructure its 

transaction and sell the four plants in its latest settlement proposal as a standalone business 

to a single buyer, so that ifnecessary it can litigate the merits of the restructured 

transaction.1 

Several interested bidders have come forward, and under the direction of Ardagh's 

investment bankers, these bidders are receiving due diligence, plant tours, and 

management presentations. Ardagh expects to have a detailed signed term sheet with one 

of the bidders soon and a definitive purchase agreement shortly thereafter. However, if 

there are objective reasons to change the package ofplants to be sold, a change can still be 

made. Because ofthe ongoing sale process, ifthe parties can reach agreement on the plants 

to be sold, a transaction for those plants can be put in place quickly. 

A settlement conference now would be both timely and likely to facilitate a 

settlement. Ardagh renews its request that this Court exercise its discretion under 

Rule 3.25(a) to convene an in-person settlement conference at the Court's earliest 

convemence. 

Dated: September 30,2013 Respectfully submitted, 

s/ Wayne Dale Collins 

Wayne Dale Collins 

Lisl J. Dunlop 

SHEARMAN & STERLING LLP 

599 Lexington A venue 

New York, NY 10022 

Telephone: (212) 848 4000 

Facsimile: (212) 848 4173 

wco11 ins@shearman.com 

ldunlop@.shearman.com 

Heather Kafele 

SHEARMAN & STERLING LLP 

1 In addition, Ardagh is also providing Ardagh and VNA craft beer customers the option to extend their 

existing supply contracts to December 31, 2023. Both the sale of the plants and craft beer options will be 

conditioned on the completion ofthe acquisition ofthe remaining VNA plants. 

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PUBLIC 


801 Pennsylvania Avenue N.W. 


Washington, DC 20004 


Telephone: (202) 508 8000 


Facsimile: (202) 508 8100 


hkafele@shearman.com 


Attorneysfor Respondent Ardagh Group SA. 

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PUBLIC 

CERTIFICATE OF SERVICE 

I hereby certify that on September 30, 2013, I filed the foregoing document electronically 

using the FTC's E-Filing System, which will send notification of such filing to: 

Donald S. Clark 


Secretary 


Federal Trade Commission 


600 Pennsylvania Ave., NW, Rm. H -113 


Washington, DC 20580 


I also certify tha:t I delivered via electronic mail and hand delivery a copy ofthe foregoing 

document to: 

The Honorable D. Michael Chappell 


Administrative Law Judge 


Federal Trade Commission 


600 Pennsylvania Ave., NW, Rm. H-110 


Washington, DC 20580 


I further certify that I delivered via electronic mail a copy of the foregoing document to: 

James E. Abell 


Monica Castillo 


Steven A. Dahm 


Joshua Goodman 


Edward D. Hassi 


Sebastian Lorigo 


Brendan J. McNamara 


Angelike Mina 


Catharine M. Moscatelli 


Angel Prado 


Kristian Rogers 


Danielle Sims 


Eric M. Sprague 


Steven L. Wilensky 


U.S. Federal Trade Commission 


600 Pennsylvania A venue, NW 


Washington, DC 20580 


jabe!J((V,ftc.gov 


mcastillo@ftc.gov 


sdahm@.ftc.gov 


jg:oodman(a)ftc.gov 


ehassi@ftc.gov 


slorigo@Jtc.gov 


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PUBLIC 


bmcnamara@ftc.gov 


amina@ftc.gov 


cmoscatelli(@,ftc.gov 


aprado@ftc.gov 


krogers@ftc.gov 


dsimsl @ftc.gov 


esprague@ftc.gov 


swilenksy@ftc.gov 


Complaint Counsel 

Christine V amey 


Y onatan Even 


Athena Cheng 


Cravath, Swaine & Moore LLP 


825 Eighth A venue 


New York, NY 10019 


(212) 474-1140 


cvamey@cravath.com 


veven@cravath.com 


acheng@cravath.com 


Counselfor Respondent Saint-Gobain Containers, Inc. 

CERTIFICATE FOR ELECTRONIC FILING 

I certify that the electronic copy sent to the Secretary ofthe Commission is a true and 

correct copy ofthe paper original and that a paper copy with an original signature is being 

filed with the Secretary ofthe Commission today. 

September 30, 2013 By: 	 s/Heather Ka{ele 

Attorney 

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