UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS: Jon Leibowitz, Chairman 

William E. Kovacic

J. Thomas Rosch

Edith Ramirez

Julie Brill

In the Matter of

Keystone Holdings, LLC,

a corporation, and

Compagnie de Saint-Gobain,

a corporation.

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File No. 101 0175

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission (“Commission”) having initiated an investigation of the 

proposed acquisition by Respondent Keystone Holdings, LLC (hereinafter, referred to as 

“Keystone” or “Proposed Respondent Keystone”) of the Advanced Ceramics Business of 

Proposed Respondent Compagnie de Saint-Gobain (hereinafter, referred to as “Saint-Gobain” or 

“Proposed Respondent Saint-Gobain”), and it now appearing that Proposed Respondent 

Keystone and Proposed Respondent Saint-Gobain are willing to enter into this Agreement 

Containing Consent Order (“Consent Agreement”) to undertake certain obligations and providing 

for other relief.

IT IS HEREBY AGREED by and between Proposed Respondent Keystone and Proposed 

Respondent Saint-Gobain, by their duly authorized officers and attorney, and counsel for the 

Commission that:

1. Proposed Respondent Keystone is a limited liability company organized, existing 

and doing business under and by virtue of the laws of the State of Delaware with 

its principal executive offices located at 16000 Table Mountain Parkway, Golden, 

Colorado.

2. Proposed Respondent Saint-Gobain is a corporation organized, existing, and doing 

business under and by virtue of the laws of France, with its offices and principal 
place of business located at Courbevoie, France, Les Miroirs, 18 Avenue d’Alsace, 

92096 La Defense Cedex, France.

3. Proposed Respondent Keystone and Proposed Respondent Saint-Gobain admit all 

the jurisdictional facts set forth in the draft of Complaint here attached.

4. Proposed Respondent Keystone and Proposed Respondent Saint-Gobain waive:

a. any further procedural steps;

b. the requirement that the Commission's Decision and Order, here attached 

and made a part hereof, contain a statement of findings of fact and 

conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the 

validity of the Decision and Order entered pursuant to this Consent 

Agreement; and,

d. any claim under the Equal Access to Justice Act.

5. Not later than thirty (30) days after the date this Consent Agreement is signed by 

Proposed Respondent Keystone, Proposed Respondent Keystone shall submit an 

initial report, pursuant to Section 2.33 of the Commission’s Rules, 16 C.F.R. § 

2.33. Proposed Respondent Keystone shall also submit subsequent reports every 

thirty (30) days thereafter until the Decision and Order becomes final, at which 

time the report obligations of the Decision and Order (other than the requirement 

to submit an initial report pursuant to this Consent Agreement) shall control. 

Such reports shall be signed under penalty of perjury by the Proposed Respondent 

Keystone and shall set forth in detail the manner in which Proposed Respondent 

Keystone has complied and will comply with the Decision and Order. Such 

reports shall provide sufficient information to enable the Commission to determine 

independently whether the Proposed Respondent Keystone is in compliance with 

this Consent Agreement and the Decision and Order. Such reports will not 

become part of the public record unless and until this Consent Agreement and the 

accompanying Decision and Order are accepted by the Commission for public 

comment.

6. This Consent Agreement shall not become part of the public record of the 

proceeding unless and until it is accepted by the Commission. If this Consent 

Agreement is accepted by the Commission, it, together with the Complaint 

contemplated thereby, will be placed on the public record for a period of thirty 

(30) days and information in respect thereto publicly released. The Commission 

thereafter may either withdraw its acceptance of this Consent Agreement and so 

notify Proposed Respondent and Proposed Respondent Saint-Gobain, in which 
event it will take such action as it may consider appropriate, or issue or amend its 

Complaint if circumstances so require and issue its Decision and Order, in 

disposition of the proceeding.

7. The Commission may issue its Complaint at any time after it accepts this Consent 

Agreement.

8. This Consent Agreement is for settlement purposes only and does not constitute an 

admission by Proposed Respondent Keystone or Proposed Respondent 

Saint-Gobain that the law has been violated as alleged in the draft Complaint here 

attached, or that the facts as alleged in the draft Complaint, other than 

jurisdictional facts, are true.

9. This Consent Agreement contemplates that, if it is accepted by the Commission, 

the Commission may (1) issue its Complaint corresponding in form and substance 

with the draft Complaint here attached; and (2) make information public with 

respect thereto. If such acceptance is not subsequently withdrawn by the 

Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. 

§ 2.34, the Commission may, without further notice to Proposed Respondent 

Keystone or Proposed Respondent Saint-Gobain, issue the attached Decision and 

Order in disposition of the proceeding. 

10. When final, the Decision and Order shall have the same force and effect, and may 

be altered, modified or set aside in the same manner and within the same time 

provided by statute for other orders. The Decision and Order shall become final 

upon service. Delivery of the Complaint and Decision and Order to Proposed 

Respondent Keystone and Proposed Respondent Saint-Gobain by any means 

provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute service. 

Proposed Respondent Keystone and Proposed Respondent Saint-Gobain also 

waive any right either may have to service of any document incorporated by 

reference into the Decision and Order (whether or not such document exists when 

the Decision and Order is issued). Proposed Respondent Keystone and Proposed 

Respondent Saint-Gobain each agrees that it is bound to comply with the Decision 

and Order (and any documents incorporated by reference into them) to the same 

extent as if it had been served with the documents.

11. The Complaint may be used in construing the terms of the Decision and Order. 

No agreement, understanding, representation, or interpretation not contained in the 

Decision and Order, or the Consent Agreement, may be used to vary or contradict 

the terms of the Decision and Order.

12. By signing this Consent Agreement, Proposed Respondent Keystone and Proposed 

Respondent Saint-Gobain represent and warrant that each can accomplish the full 

relief contemplated by the attached Decision and Order, and that all parents, 
subsidiaries, affiliates, and successors necessary to effect the full relief 

contemplated by this Consent Agreement are parties to the Consent Agreement 

and are bound thereby as if they had signed this Consent Agreement and were 

made parties to this proceeding and to the order.

13. Proposed Respondent Keystone and Proposed Respondent Saint-Gobain each has 

read the Complaint and Decision and Order. Proposed Respondent Keystone and 

Proposed Respondent Saint-Gobain each understand that, from the date each of 

them signs this Consent Agreement, it has obligations under the Decision and 

Order. Proposed Respondent Keystone understands that it has obligations to file 

one or more reports of compliance with the Commission. Both Respondent 

Keystone and Proposed Respondent Saint-Gobain understand that each must 

comply with the Decision and Order from the day it signs this Consent Agreement. 

Proposed Respondent Keystone and Proposed Respondent Saint-Gobain agree to 

comply (to the fullest extent legally possible) with the Decision and Order from the 

date the Commission accepts this Consent Agreement for public comment. 

Proposed Respondent Keystone and Proposed Respondent Saint-Gobain further 

understand that each may be liable for civil penalties in the amount provided by law 

for each violation of the Decision and Order, including all of the Saint-Gobain AW 

Tile Business Agreements.

Signed this 9

th day of December, 2010.

KEYSTONE HOLDINGS, LLC FEDERAL TRADE COMMISSION

__________________________________ __________________________________

Steven H. Rask Victoria Lippincott 

Vice President & Treasurer Attorney

Keystone Holdings, LLC Mergers II

Bureau of Competition

 

__________________________________ __________________________________

Garret G. Rasmussen Catherine M. Moscatelli 

Orrick, Herrington & Sutcliffe LLP Assistant Director

Counsel for Keystone Holdings, LLC Mergers II

Bureau of Competition
COMPAGNIE de SAINT-GOBAIN

 

 

_________________________________ __________________________________

Gilles Collas Norman Armstrong

General Delegate - North America Deputy Director

Compagnie de Saint-Gobain Bureau of Competition

_________________________________ __________________________________

Robert S. Schlossberg. Esq. Richard A Feinstein

Freshfields Bruckhaus Deringer US LLP Director

Counsel for Compagnie de Saint-Gobain Bureau of Competition