1 

 0810245 

 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 ) 

 ) 

AEA Investors 2006 Fund, L.P., ) 

 a limited partnership, ) 

 ) 

HII Holding Corporation, ) Docket No. C- 

 a corporation, and ) 

 ) 

Houghton International, Inc., ) 

 a corporation. ) 

 ) 

 ) 

DECISION AND ORDER 

[Redacted Public Version]

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

consummated acquisition of D.A. Stuart Holding GmbH (“D.A. Stuart”) by Respondent AEA 

Investors 2006 Fund, L.P. (“AEA”), the parent of Respondent HII Holding Corporation (“HII”), 

which in turn is the parent of Respondent Houghton International, Inc. (collectively referred to as 

“Respondents”), from Wilh. Werhahn KG (“Werhahn”), and Respondents having been furnished 

thereafter with a copy of a draft of Complaint that the Bureau of Competition proposed to present 

to the Commission for its consideration and which, if issued by the Commission, would charge 

Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and 

Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and 

 Respondents, their attorneys, and counsel for the Commission having thereafter executed 

an Agreement Containing Consent Order (“Consent Agreement”), containing an admission by 

Respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a 

statement that the signing of said Consent Agreement is for settlement purposes only and does 

not constitute an admission by Respondents that the law has been violated as alleged in such 

Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true, 

and waivers and other provisions as required by the Commission’s Rules; and 
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 The Commission having thereafter considered the matter and having determined that it 

had reason to believe that Respondents have violated the said Acts and that a Complaint should 

issue stating its charges in that respect, and having thereupon issued its Complaint and having 

accepted the executed Consent Agreement and placed such Consent Agreement on the public 

record for a period of thirty (30) days for the receipt and consideration of public comments, now 

in further conformity with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, 

the Commission hereby makes the following jurisdictional findings and issues the following 

Decision and Order (“Order”): 

 1. Respondent AEA Investors 2006 Fund, L.P., is a limited partnership organized, 

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

offices and principal place of business located at 55 East 52nd Street, New York, New York 

10055. AEA is the parent of Respondent HII Holding Corporation and the ultimate parent entity 

of Houghton International, Inc. 

 2. Respondent HII Holding Corporation is a corporation organized, existing, and 

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

principal place of business located at Madison and Van Buren Avenues, Valley Forge, 

Pennsylvania 19482-0930. Houghton International, Inc., is a wholly-owned subsidiary of HII 

Holding Corporation. 

 3. Respondent Houghton International, Inc., is a corporation organized, existing, and 

doing business under and by virtue of the laws of the State of Pennsylvania, with its offices and 

principal place of business located at Madison and Van Buren Avenues, Valley Forge, 

Pennsylvania 19482-0930. 

 4. The Federal Trade Commission has jurisdiction over the subject matter of this 

proceeding and of Respondents, and this proceeding is in the public interest. 

ORDER 

I. 

 IT IS ORDERED that, as used in this Order, the following definitions shall apply: 

A. “AEA” means AEA Investors 2006 Fund, L.P., its directors, officers, employees, 

agents, representatives, successors, and assigns; and its joint ventures, 

subsidiaries, divisions, groups and affiliates in each case controlled by AEA 

(including, but not limited to, HII and Houghton), and the respective directors, 

officers, employees, agents, representatives, successors, and assigns of each.
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B. “HII” means HII Holding Corporation, its directors, officers, employees, agents, 

representatives, successors, and assigns; and its joint ventures, subsidiaries, 

divisions, groups and affiliates in each case controlled by HII (including, but not 

limited to, Houghton), and the respective directors, officers, employees, agents, 

representatives, successors, and assigns of each. 

C. “Houghton” means Houghton International, Inc., its directors, officers, 

employees, agents, representatives, successors, and assigns; and its joint ventures, 

subsidiaries, divisions, groups and affiliates in each case controlled by Houghton, 

and the respective directors, officers, employees, agents, representatives, 

successors, and assigns of each. 

D. “Respondents” means AEA, HII, and Houghton. 

E. “Acquisition” means the acquisition accomplished pursuant to the July 3, 2008, 

Share Purchase Agreement between Stuart VV GmbH and Wilh. Werhahn KG, 

on the one hand, and Houghton International Inc. and HII Holding Corp, on the 

other hand, whereby AEA acquired D.A. Stuart. 

F. “Actual Cost” means a cost not to exceed the cost of direct labor, direct material 

used, travel, and other expenditures to the extent the costs are directly incurred to 

provide the Products; provided, however, that in each instance where (1) an 

agreement to divest assets is specifically referenced and attached to this Order, 

and (2) such agreement becomes a Remedial Agreement, “Actual Cost” means 

such cost as is provided in such Remedial Agreement. 

 

G. “Agreement to Hold Separate” means the agreement executed by and between 

Respondents and the Commission’s staff on September 8, 2008, requiring 

Respondents to hold “D.A. Stuart’s Aluminum Business,” as that term is defined 

in the Agreement to Hold Separate, separate and apart from and independent of 

Respondent’s business and to maintain the viability, marketability, and 

competitiveness of “D.A. Stuart’s Aluminum Business” until the Agreement 

terminates pursuant to the agreed-upon conditions. As used in this Order, the 

term “Held Separate Business” means “D.A. Stuart’s Aluminum Business” as 

defined in the Agreement to Hold Separate. The Agreement to Hold Separate is 

attached hereto as Non-Public Appendix A. 

H. “Books and Records” means all originals and all copies of any operating, 

financial or other books, records, documents, data and files relating to the D.A. 

Stuart AHRO Business, including, without limitation: Customer files and records, 

Customer lists, Customer product specifications, Customer purchasing histories, 

Customer service and support materials, Customer Approvals and Information; 

accounting records; credit records and information; correspondence; research and 
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development data and files; production records; distributor files; vendor files, 

vendor lists; advertising, promotional and marketing materials, including website 

content; sales materials; records relating to any Relevant Employees who accept 

employment with the Commission-approved Acquirer; educational materials; 

technical information, data bases, and other documents, information, and files of 

any kind, regardless whether the document, information, or files are stored or 

maintained in traditional paper format, by means of electronic, optical, or 

magnetic media or devices, photographic or video images, or any other format or 

media; 

provided, however, that where documents or other materials included in the 

Books and Records to be divested with the D.A. Stuart AHRO Business contain 

information: (1) that relates both to the D.A. Stuart AHRO Business and to 

Respondents’ retained assets, products or businesses and cannot be segregated in 

a manner that preserves the usefulness of the information as it relates to the D.A. 

Stuart AHRO Business; or (2) for which the relevant party has a legal obligation 

to retain the original copies, the relevant party shall be required to provide only 

copies or relevant excerpts of the documents and materials containing this 

information. In instances where such copies are provided to the Commissionapproved Acquirer, the relevant party shall provide the Commission-approved 

Acquirer access to original documents under circumstances where copies of the 

documents are insufficient for evidentiary or regulatory purposes. The purpose of 

this proviso is to ensure that Respondents provide the Commission-approved 

Acquirer with the above-described information without requiring Respondents to 

completely divest information that, in content, also relates to retained assets, 

products or businesses. 

I. “Closing Date” means the date on which Respondents (or a Divestiture Trustee) 

and a Commission-approved Acquirer consummate a transaction to comply with 

Paragraph II. (or Paragraph VI.) of this Order. 

J. “Commission” means the Federal Trade Commission. 

K. “Commission-approved Acquirer” means the following: 

1. Quaker, if Quaker has been approved by the Commission to acquire the 

Divestiture Assets pursuant to Paragraph II. of this Order in connection 

with the Commission’s determination to make this Order final; or 

2. a Person that receives the prior approval of the Commission to acquire the 

Divestiture Assets pursuant to Paragraph II. or Paragraph VI. of this 

Order.
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L. “Confidential Business Information” means any non-public, competitively 

sensitive, or proprietary marketing and sales information relating to the D.A. 

Stuart AHRO Business that is not independently known to a Person from sources 

other than the Person to which the information pertains, and includes, but is not 

limited to, pricing information, marketing methods, market intelligence, 

competitor product information, commercial information, management system 

information, business processes and practices, customer communications, bidding 

practices and information, procurement practices and information, supplier 

qualification and approval practices and information, and training practices; 

provided, however, that where documents or other materials included in the 

Confidential Business Information to be divested with the Divestiture Assets 

contain information: (1) that relates both to the D.A. Stuart AHRO Business and 

to Respondents’ retained assets, products or businesses and cannot be segregated 

in a manner that preserves the usefulness of the information as it relates to the 

D.A. Stuart AHRO Business; or (2) for which the relevant party has a legal 

obligation to retain the original copies, the relevant party shall be required to 

provide only copies or relevant excerpts of the documents and materials 

containing this information; provided further, however, that Confidential Business 

Information does not include any information that (i) was or becomes generally 

available to the public other than as a result of disclosure by such Person, (ii) was 

available, or becomes available, to such Person on a non-confidential basis, but 

only if, to the knowledge of such Person, the source of such information is not in 

breach of a contractual, legal, fiduciary, or other obligation to maintain the 

confidentiality of the information, (iii) is required by Law to be publicly 

disclosed, or (iv) is protected by the attorney work product, attorney-client, joint 

defense or other privilege prepared in connection with the Acquisition and 

relating to any United States, state, or foreign antitrust or competition Laws. 

Confidential Business Information includes information regardless of the form in 

which it is conveyed, including written and electronic versions. The purpose of 

this proviso is to ensure that Respondents provide the Commission-approved 

Acquirer with the above-described information without requiring Respondents to 

completely divest information that, in content, also relates to retained assets, 

products or businesses. For the avoidance of doubt and notwithstanding the 

foregoing, “Confidential Business Information” shall not include any information 

that is related to the research, development, design, formulation, manufacturing, 

or technical service or support of the Products, including but not limited to 

information relating to trials conducted anywhere in the world; such information 

shall be subject to the requirements and obligations of this Order relating to 

“Intellectual Property.” 

M. “Consent Agreement” means the Agreement Containing Consent Order executed 

by Respondents on May 28, 2010. 
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N. “Customer” means any Person that is a direct or indirect purchaser of any D.A. 

Stuart AHRO Business Product(s) in the United States (including all U.S. 

territories and possessions). 

O. “Customer Approvals and Information” means, with respect to any D.A. Stuart 

AHRO Business Product(s): 

1. all consents, authorizations and other approvals, and pending applications 

and requests therefore, required by any Customer applicable or related to 

the research, development, manufacture, finishing, packaging, distribution, 

marketing or sale of any D. A. Stuart AHRO Business Product(s); and 

2. all underlying information, data, filings, reports, correspondence or other 

materials used to obtain or apply for any of the foregoing, including, 

without limitation, all data submitted to and all correspondence with the 

Customer or any other Person. 

 

P. “DAS AHRO Intellectual Property” means all rights, title and interest, worldwide, 

without limitation, in and to all Intellectual Property relating to the D.A. Stuart 

AHRO Business Product(s) or otherwise relating to or used in connection with the 

research, development, design, formulation, manufacturing, or technical service 

or support for, all D.A. Stuart AHRO Business Products by D.A. Stuart prior to 

the Acquisition and any improvements or additions thereto designed, developed, 

formulated or tested after the Acquisition by Respondents, including, but not 

limited to, all DAS AHRO Intermediate Component IP; provided, however, that 

Houghton shall have a right to obtain a license from the Commission-approved 

Acquirer to use the Licensor Intellectual Property to manufacture aluminum hot 

rolling oils for sale and use solely outside the United States (and its territories 

and possessions), pursuant to a Remedial Agreement; provided further, however,

that notwithstanding the foregoing, and for the avoidance of doubt, Respondents 

shall not manufacture, use or sell or attempt to replicate, reverse engineer or 

otherwise produce any Intermediate Components, or any Products containing or 

using any Intermediate Components or any DAS AHRO Intermediate Component 

IP, except insofar as such Intermediate Components or Products containing or 

using Intermediate Components or DAS AHRO Intermediate Component IP are 

either: (i) produced by Respondents solely to be supplied to the Commissionapproved Acquirer or to the Respondents pursuant to a Remedial Agreement for a 

limited transitional period after the Closing Date; and/or (ii) supplied to 

Respondents by the Commission-approved Acquirer pursuant to a Remedial 

Agreement;
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Q. “DAS AHRO Intermediate Component IP” means all Intellectual Property and 

Confidential Business Information relating to the Intermediate Components 

owned or used by D.A. Stuart prior to the Acquisition, and any improvements or 

additions thereto designed, developed, formulated or tested after the Acquisition. 

R. “D.A. Stuart” means D.A. Stuart Holding GmbH, a limited liability company 

incorporated under the laws of Germany with its offices and principal place of 

business located at Königsstrasse 1, 41460 Neuss, Germany. 

S. “D.A. Stuart AHRO Business” means all of Respondents’ rights, title and interest 

in and to all of the following business, property and assets, tangible and 

intangible, relating to or used in the aluminum hot rolling oil business of D.A. 

Stuart in the United States (including all U.S. territories and possessions) as it 

existed prior to the Acquisition, together with any improvements or additions 

thereto after the Acquisition, including, but modifying in specified respects, “D.A. 

Stuart’s Aluminum Business” as held separate and apart from and independent of 

Houghton pursuant to the terms of the Agreement to Hold Separate, and also 

including, but not limited to: 

1. the Held Separate Business; 

2. contracts, including Customer contracts in the United States (including all 

U.S. territories and possessions) to the extent related to the D.A. Stuart 

AHRO Business Products, and all of the former D.A. Stuart’s rights, titles, 

and interests in and to the contracts entered into in the ordinary course of 

business with suppliers, sales representatives, distributors, and agents (all 

in the United States) to the extent related to the D.A. Stuart AHRO 

Business Products; 

3. at the Commission-approved Acquirer’s option, all tangible personal 

property used in or relating solely to the D.A. Stuart AHRO Business, or 

otherwise provided for in a Remedial Agreement, including, but not 

limited to field and laboratory equipment; 

4. all Books and Records; 

5. all Confidential Business Information; and 

6. all consents, licenses, certificates, registrations or permits issued, granted, 

given or otherwise made available by or under the authority of any 

Governmental Entity or pursuant to any legal requirement, and all pending 

applications therefore or renewals thereof; 

 
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 Provided, however, that the D.A. Stuart AHRO Business shall not include: 

1. any real property interests (including fee simple and leasehold interests), 

except as provided for in the Quaker Lease Agreement; 

2. any tangible personal property not used in or relating solely to the D.A. 

Stuart AHRO Business; 

3. any right to use any name or logo of Houghton or of its predecessors or 

affiliates or its business, or any variant or derivative thereof, including but 

not limited to “Houghton International Inc.,” “Houghton International,” 

“Houghton,” “Houghton Intl,” “D.A. Stuart Company,” “D.A. Stuart,” 

“Stuart,” “Rolkleen,” or “Rollshield”; 

4. the Products: Alushield 150-IBC and Alushield 150-SW; 

5. any tangible or intangible property or assets owned or controlled by 

Respondents or in which Respondents had any right, title, or interest in 

prior to the Acquisition, except Confidential Business Information or DAS 

AHRO Intellectual Property; 

6. Intellectual Property, except DAS AHRO Intellectual Property; 

7. any assets used to provide administrative or support services, including 

accounting, finance, accounts payable, accounts receivable, credit, human 

resources, purchasing, shipping, and information technology, relating to 

retained assets, products or businesses, except as provided for in any 

Transition Services Agreement; 

8. field and laboratory, testing, or test evaluation equipment relating to 

retained assets, products or businesses, except those identified in Section 

2.2(d) of the Quaker Asset Purchase Agreement; 

9. any manufacturing or production facilities or plants, including the former 

D.A. Stuart’s manufacturing facility located in Detroit, Michigan, and any 

related assets physically located or used at such facilities, except any such 

assets identified in the Quaker Asset Purchase Agreement; 

10. any raw materials or inventories of work in process; 

11. any cash and cash equivalents (including marketable securities and short 

term investments), securities, negotiable instruments and deposits held by 

Respondents or relating to the D.A. Stuart AHRO Business, in lock boxes, 

in financial institutions or elsewhere; or 
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12. any current and prior insurance policies of Respondents or rights of any 

nature with respect thereto, including all insurance recoveries thereunder 

and rights to assert claims with respect to any such insurance recoveries. 

For the avoidance of doubt and notwithstanding the foregoing: (i) D.A. Stuart 

AHRO Business shall include Confidential Business Information, and (ii) DAS 

AHRO Intellectual Property shall be included within the Divestiture Assets, 

which Respondents shall divest in accordance with the terms of this Order. 

T. “D.A. Stuart AHRO Business Product(s)” means all Products with respect to 

which D.A. Stuart was engaged in the research, development, design, formulation, 

manufacture, distribution, marketing or sale prior to the Acquisition, and includes 

all Products researched, developed, designed, formulated, manufactured, 

distributed, marketed, or sold after the Acquisition. 

U. “D.A. Stuart Dedicated Aluminum Employees” means the individuals identified 

and described in the Agreement to Hold Separate with responsibilities for Product 

Management/Marketing, R&D, and Sales/Technical Support, and any persons 

who replace or have replaced those individuals consistent with the terms of the 

Agreement to Hold Separate who are identified in Non-Public Appendix B to this 

Order. 

V. “Designee(s)” means any Person other than a Respondent that has been 

designated by a Commission-approved Acquirer to manufacture a Product for that 

Commission-approved Acquirer. 

W. “Divestiture Assets” means D.A. Stuart AHRO Business and DAS AHRO 

Intellectual Property. 

X. “Divestiture Trustee” means a trustee appointed by the Commission pursuant to 

Paragraph VI.A. of this Order. 

 

Y. “Governmental Entity(ies)” means any federal, state, local, or non-U.S. 

government; any court, legislature, governmental agency or governmental 

commission; or any judicial or regulatory authority of any government. 

Z. “Held Separate Business” means D.A. Stuart’s Aluminum Business as defined in 

the Agreement to Hold Separate to mean, inter alia, the business of D.A. Stuart in 

the United States as it existed prior to the Acquisition, of designing, formulating, 

manufacturing and selling hot rolling lubricants, coolants, and additives, or 

components thereof, used in the process of flat hot rolling of aluminum or any 

aluminum alloy in the United States, and as held separate and apart from and
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independent of Houghton, with maintained viability, marketability, and 

competitiveness, pursuant to the terms of the Agreement to Hold Separate. 

AA. “Intellectual Property” means, without limitation: (1) Know-How; (2) Patents; 

(3) Trade Names and Marks; (4) all copyrights, copyright registrations and 

applications, in both published works and unpublished works, including domain 

names, the content of website(s) located at the domain names, and all copyrights 

in such website(s); and (5) all rights in any jurisdiction anywhere in the world to 

sue and recover damages or obtain injunctive relief for infringement, dilution, 

misappropriation, violation, or breach, or otherwise to limit the use or disclosure 

of any of the foregoing. 

 

BB. “Interim Monitor” means a monitor appointed by the Commission pursuant to 

Paragraph V. of this Order. 

CC. “Intermediate Components” means chemical compositions of esters and 

emulsifiers designated: Code 556A, Code 566A and Code 18-16. 

DD. “Know-How” means all know-how, technology, technical information, data, trade 

secrets, proprietary information and knowledge, recipes, formulas, formulations, 

blend specifications, processes, procedures, practices, standards, methods, 

techniques, specifications, manuals, protocols, engineering, data, raw material 

specifications, product development records, customer specifications, equipment 

(including repair and maintenance information), tooling, spare parts, processes, 

procedures, product development records, quality assurance and quality-control 

practices and information and documentation, competitor information, inventions, 

research and test procedures and information, regulatory communications, and all 

other information relating to or used in connection with the research, 

development, design, formulation, manufacturing, or technical service or support 

for, Products, and all rights in any jurisdiction to limit the use or disclosure 

thereof, anywhere in the world. 

 

EE. “Law(s)” means all laws, statutes, rules, regulations, ordinances, and other 

pronouncements having the effect of law. 

FF. “Licensor Intellectual Property” means (1) the formulations, research, 

development, and related manufacturing information for the aluminum hot rolling 

products listed in Non-Public Appendix C, (2) U.S. Patent No. 6,060,438, and (3) 

any Know-How owned by D.A. Stuart as of September 8, 2008, and any 

improvements thereon as of the Closing Date, relating to the design, research, 

development, formulation, and manufacture of hot rolling lubricants, coolants, 

and additives, or components thereof used in the process of flat hot rolling of 

aluminum or any aluminum alloy for use solely outside the United States (and its 

territories and possessions); provided, however, and for the avoidance of doubt, 
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“Licensor Intellectual Property” does not include (1) any rights within the United 

States (including all U.S. territories and possessions) except those rights to use to 

manufacture as provided for in Section 3.1 of the Quaker License agreement, or 

(2) any rights to DAS AHRO Intermediate Component IP anywhere in the world. 

GG. “Order” means the Decision and Order. 

HH. “Patent(s)”means all patents, patents pending, patent applications and statutory 

invention registrations, including reissues, divisions, continuations, continuationsin-part, substitutions, supplementary protection certificates, extensions and 

reexaminations thereof, all inventions disclosed therein, all rights therein provided 

by international treaties and conventions, and all rights to obtain and file for 

patents and registrations thereto, anywhere in the world. 

II. “Person” means any individual, partnership, joint venture, firm, corporation, 

association, trust, unincorporated organization, or other business entity, and any 

subsidiaries, divisions, groups or affiliates thereof. 

JJ. “Product(s)” means lubricants, coolants, and additives or components thereof 

used in the hot rolling of aluminum plates or sheets of any alloy. 

KK. “Quaker” means Quaker Chemical Corporation, a corporation organized, existing 

and doing business under and by virtue of the laws of the State of Pennsylvania, 

with its office and principal place of business located at One Quaker Park, 901 

Hector Street, Conshohocken, Pennsylvania 19428-0809. 

LL. “Quaker Divestiture Agreements” means the following, which are referenced in 

and attached to this Order as Non-Public Appendix D: 

1. Asset Purchase and Sale Agreement by and among Quaker Chemical 

Corporation and Houghton International, Inc., dated May 28, 2010, and all 

amendments, exhibits, attachments, agreements and schedules thereto 

(“Quaker Asset Purchase Agreement”); 

2. Transition Services Agreement by and among Quaker Chemical 

Corporation and Houghton International, Inc., dated May 28, 2010, which 

is attached as Exhibit A to the Quaker Asset Purchase Agreement, and all 

amendments, exhibits, attachments, agreements and schedules thereto 

(“Quaker Transition Services Agreement”);
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3. License Agreement by and among Quaker Chemical Corporation and 

Houghton International, Inc., dated May 28, 2010, which is attached as 

Exhibit B to the Quaker Asset Purchase Agreement, and all amendments, 

exhibits, attachments, agreements and schedules thereto (“Quaker License 

Agreement”); 

4. Supply Agreement by and among Quaker Chemical Corporation and 

Houghton International, Inc., dated May 28, 2010, and all amendments, 

exhibits, attachments, agreements and schedules thereto (“Quaker Supply 

Agreement”); 

5. Quaker Lease Agreement; and 

6. all other agreements by and among Quaker and Houghton, including all 

amendments, exhibits, attachments, agreements and schedules thereto, 

related to the divestiture of the Divestiture Assets. 

MM. “Quaker Lease Agreement” means 

 

NN. “Relevant Employees” means the Manager and D.A. Stuart Dedicated Aluminum 

Employees. 

 

OO. “Remedial Agreement(s)” means the following: 

1. Quaker Divestiture Agreements that have been approved by the 

Commission to accomplish the requirements of this Order in connection 

with the Commission’s determination to make this Order final; and/or 

2. any agreement(s) between Respondents and a Commission-approved 

Acquirer (or between a Divestiture Trustee and a Commission-approved 

Acquirer), and all amendments, exhibits, attachments, agreements, and 

schedules thereto, related to divestiture of the Divestiture Assets that have 

been approved by the Commission to accomplish the requirements of this 

Order. 

PP. “Technical Support” means, without limitation, all capabilities to provide 

customer-specific technical expertise, Product modification, Product tailoring, 

Product tweaking, Product performance advice, equipment assessment, on-site 

Product assistance, off-site Product assistance, and general Product issue-solving 

and trouble-shooting. 

QQ. “Termination Date” means the date on which Respondents’ provision of 

Transition Services to the Commission-approved Acquirer (including Quaker) 
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pursuant to a Transition Services Agreement (including, but not limited to, the 

Quaker Transition Services Agreement if it is approved by the Commission in 

connection with the Commission’s determination to make this Order final) 

terminates or has terminated. 

 

RR. “Third Party(ies)” means any Person other than the following: (1) the 

Respondents, or (2) the Commission-approved Acquirer. 

SS. “Trade Names and Marks” means all trade names, commercial names and brand 

names, all registered and unregistered trademarks, service marks, including 

registrations and applications for registration thereof (and all renewals, 

modifications, and extensions thereof), trade dress, logos, and appellations, 

geographical indications or designations, domain name(s), universal resource 

locators (“URL”), and registrations thereof issued by any Person, Governmental 

Entity(ies) or authority that issues and maintains the domain name registration, 

and all rights related thereto under common law and otherwise, and the goodwill 

symbolized by and associated therewith, anywhere in the world. 

TT. “Transition Services” means any transitional manufacturing, supply, Technical 

Support, or other services necessary for the continued manufacture, development, 

use, import, distribution, marketing, or sale of the D.A. Stuart AHRO Business 

Products by the Commission-approved Acquirer 

UU. “Transition Services Agreement(s)” means any transitional agreement or 

arrangement entered into by and between the Respondents and a Commissionapproved Acquirer to provide Transition Services that receives the prior approval 

of the Commission and thereby becomes a Remedial Agreement, or that is 

otherwise approved by the Commission in connection with the Commission’s 

determination to make this Order final, including, but not limited to, the Quaker 

Transition Services Agreement included as part of the Quaker Divestiture 

Agreements if it is approved by the Commission in connection with the 

Commission’s determination to make this Order final and thereby becomes a 

Remedial Agreement. 

II.

 

 IT IS FURTHER ORDERED that: 

A. Not later than ten (10) days after the date this Order becomes final, Respondents 

shall divest the Divestiture Assets, absolutely and in good faith to Quaker, 

pursuant to and in accordance with the Quaker Divestiture Agreements (which 

agreements shall not limit or contradict, or be construed to limit or contradict, the 

terms of this Order, it being understood that this Order shall not be construed to 

reduce any rights or benefits of Quaker or to reduce any obligations of 
14 

Respondents under such agreements), and each such agreement, if it becomes a 

Remedial Agreement related to the divestiture of the D.A. Stuart AHRO Business 

to Quaker, is incorporated by reference into this Order and made a part hereof; 

 Provided, however, that: 

1. if Respondents have divested the Divestiture Assets to Quaker prior to the 

date this Order becomes final, and if, at the time the Commission 

determines to make this Order final, the Commission notifies Respondents 

that Quaker is not an acceptable acquirer of the Divestiture Assets, then 

Respondents shall immediately rescind the transaction with Quaker and 

shall divest the Divestiture Assets to a Commission-approved Acquirer no 

later than six (6) months from the date the Order becomes final, absolutely 

and in good faith, at no minimum price, and only in a manner that receives 

the prior approval of the Commission; or 

2. if the Respondents have divested the Divestiture Assets to Quaker prior to 

the date this Order becomes final, and if, at the time the Commission 

determines to make this Order final, the Commission notifies the 

Respondents that the manner in which the divestiture was accomplished is 

not acceptable, the Commission may direct the Respondents, or appoint a 

Divestiture Trustee, pursuant to Paragraph VI. of this Order, to effect such 

modifications to the manner of divesting Divestiture Asset to Quaker 

(including, but not limited to, entering into additional agreements or 

arrangements) as may be necessary to satisfy the requirements of this 

Order. 

B. Notwithstanding the timing requirement in Paragraph II.A., above, Respondents 

shall submit all Confidential Business Information relating to the D.A. Stuart 

AHRO Business to Quaker in good faith, in a timely manner (i.e., as soon as 

practicable, avoiding any delays in transmission of the respective information); 

and in a manner that ensures its completeness and accuracy and that fully 

preserves its usefulness. 

C. Prior to the Closing Date, Respondents shall secure all consents and waivers from 

all Third Parties that are necessary for Respondents to divest the Divestiture 

Assets and/or to grant any license(s) to a Commission-approved Acquirer to 

assure the continued use, research, development, manufacture, marketing, 

distribution, sale, or import of the D.A. Stuart AHRO Business Products by the 

Commission-approved Acquirer (or the Designee(s) of the Commission-approved 

Acquirer); provided, however, that Respondents may satisfy this requirement by 

certifying that such Commission-approved Acquirer has executed all such 

agreements directly with each of the relevant Third Parties. 
15 

D. Until the divestiture of the Divestiture Assets and pursuant to the Agreement to 

Hold Separate, Respondents shall continue to hold D.A. Stuart’s AHRO Business 

separate, apart, and independent of Houghton and take all steps necessary to 

ensure that D.A. Stuart’s AHRO Business is maintained and operated as a 

separate and independent competitor in the business of designing, formulating, 

and selling lubricants, coolants, and additives, or components thereof used in the 

process of hot rolling aluminum sheet and aluminum plate; and Respondents shall 

continue to take such steps as are necessary to maintain, and assure the continued 

maintenance of, the viability, marketability, and competitiveness of D.A. Stuart’s 

AHRO Business and the DAS AHRO Intellectual Property, including without 

limitation, DAS AHRO Intermediate Component IP, and to prevent the 

destruction, removal, wasting, deterioration, or impairment of D.A. Stuart’s 

AHRO Business and the DAS AHRO Intellectual Property, except for ordinary 

wear and tear, and the disposition of inventory and other assets in the ordinary 

course of business and shall not sell, transfer, encumber, or otherwise impair D.A. 

Stuart’s AHRO Business, the DAS AHRO Intellectual Property, including, 

without limitation, the DAS AHRO Intermediate Component IP; provided, 

however, that if Respondents have divested the Divestiture Assets to Quaker, and 

if, at the time the Commission determines to make this Order final, the 

Commission notifies Respondents that Quaker is not an acceptable acquirer of the 

Divestiture Assets and Respondents are required to rescind the transaction with 

Quaker pursuant to Paragraph II.A.1. of this Order, Respondents shall comply 

with the terms of this Paragraph II.D. and with paragraphs 1-11 of the Agreement 

to Hold Separate until divestiture of the Divestiture Assets to a Commissionapproved Acquirer. 

E. In the event that the Quaker Transition Services Agreement becomes a Remedial 

Agreement: 

1. any extensions of the Transition Period (as defined in such agreement) 

during which Respondent shall provide Transition Services to Quaker 

shall be at the sole option of Quaker; provided, however, that any 

manufacturing, supply or other services provided by Respondents to 

Quaker pursuant to the Quaker Transition Services Agreement shall not be 

extended and shall not otherwise continue beyond a total period of two (2) 

years after the Closing Date without the prior approval of the 

Commission; 

2. Respondents shall notify the Commission in writing of the Termination 

Date with respect to the provision of Transition Services to Quaker 

pursuant to the Quaker Transition Services Agreement; and, 

3. as a limited exception to the prohibitions and requirements of Paragraph 

IV. of this Order, Respondents shall be permitted to use DAS AHRO 
16 

Intellectual Property and the Confidential Business Information, and have 

continued access to copies of Books and Records only pursuant to, and 

subject to the approval of the Commission, a restricted and limited license 

to use only as necessary to perform Respondents’ obligations pursuant to 

the Quaker Transition Services Agreement, and then only during the term 

of the Quaker Transition Services Agreement and only for the limited 

purposes of complying with the Quaker Transition Services Agreement; 

 Provided, however, that Respondents shall: 

a. immediately following the Termination Date, transfer and deliver 

expeditiously all DAS AHRO Intellectual Property, Confidential 

Business Information, and Books and Records (and all copies 

thereof) to Quaker, in a manner that ensures the completeness and 

accuracy of such documents, information, materials and 

Intellectual Property and that fully preserves their usefulness, and 

remove completely all DAS AHRO Intellectual Property and 

Confidential Business Information, including without limitation all 

DAS AHRO Intermediate Component IP, from Respondents’ 

possession, custody and control; 

b. complete such transfer and delivery to Quaker and removal from 

Respondents’ possession, custody and control within thirty (30) 

days of the Termination Date; and 

c. no later than ten (10) days after completing such transfer, delivery, 

and removal, submit a report to the Commission describing how 

Respondents have complied with the requirements of this 

Paragraph II.E.3., and certifying under oath to the Commission that 

all such documents, information, materials and Intellectual 

Property have been transferred, delivered, and removed, as 

required, and that none is in the possession, custody or control of 

or retained by Respondents. 

F. If the Commission-approved Acquirer is not Quaker, at the option of the 

Commission-approved Acquirer Respondents shall enter into appropriate 

Transition Services Agreement(s) to provide Transition Services to the 

Commission-approved Acquirer, subject to the approval of the Commission, for a 

period not to exceed two (2) years after the Closing Date, at no more than 

Respondents’ Actual Cost; provided, however, that Respondents shall not modify 

or amend such Transition Services Agreement(s), and shall not continue to 

provide manufacturing, supply or other services to the Commission-approved 

Acquirer beyond the two (2) year period provided by this Paragraph without the 

prior approval of the Commission; provided further, that as a limited exception to 
17 

the prohibitions and requirements of Paragraph IV. of this Order, Respondents 

shall: 

1. be permitted to use DAS AHRO Intellectual Property and Confidential 

Business Information and have access to copies of Books and Records 

only pursuant to, and subject to the approval of the Commission, a 

restricted and limited license to use only as necessary to perform 

Respondents’ obligations pursuant to the Transition Services 

Agreement(s), and then only during the term of the Transition Services 

Agreement(s) and only for the limited purposes of the Transition Services 

Agreement(s); and 

2. following the Termination Date, shall fully comply with the requirements 

of Paragraph II.E.3. of this Order regarding, inter alia, the expeditious 

transfer and delivery to the Commission-approved Acquirer of all DAS 

AHRO Intellectual Property, Confidential Business Information, and 

Books and Records (and all copies thereof), the submission of a report to 

the Commission, and the certification under oath to the Commission that 

all documents, materials, information and Intellectual Property have been 

transferred, delivered, and removed, as required, and that none is in the 

possession, custody or control of or retained by Respondents. 

G. The purpose of the divestiture of the Divestiture Assets and the additional 

requirements in this Order is to ensure the continuation of D.A. Stuart’s AHRO 

Business as a viable, on-going, independent and competitive business, in the same 

line of commerce in which D.A. Stuart’s AHRO Business was engaged at the 

time of the Acquisition, including, but not limited to, worldwide rights to and the 

ability to enforce worldwide all DAS AHRO Intellectual Property, by a firm with 

sufficient ability and an equivalent incentive to invest and compete in that line of 

commerce that D.A. Stuart’s AHRO Business had before the Acquisition, in order 

to remedy the lessening of competition alleged in the Commission’s Complaint. 

III.

 IT IS FURTHER ORDERED that Respondents shall: 

A. Not later than fifteen (15) days after signing the Remedial Agreement, provide an 

opportunity for the Commission-approved Acquirer: 

1. to meet personally, and outside the presence or hearing of any employee 

or agent of any Respondent, with any one or more of the Relevant 

Employees; and
18 

2. to make offers of employment to any one or more of the Relevant 

Employees; 

B. Not interfere, directly or indirectly, with the hiring or employing by the 

Commission-approved Acquirer of Relevant Employees; 

C. Remove any impediments or incentives within the control of Respondents that 

may deter Relevant Employees from accepting employment with the 

Commission-approved Acquirer, including, but not limited to, any non-compete 

provisions of employment or other contracts with Respondents that would affect 

the ability or incentive of those individuals to be employed by the Commissionapproved Acquirer, and shall not make any counteroffer to a Relevant Employee 

who receives a written offer of employment from the Commission-approved 

Acquirer; provided, however, that nothing in this Order shall be construed to 

require Respondents to terminate the employment of any employee or prevent 

Respondents from continuing the employment of any employee; 

D. Provide all Relevant Employees with reasonable financial incentives to continue 

in their positions until the Closing Date. Such incentives shall include, but are not 

limited to, a continuation, until the Closing Date, of all employee benefits, 

including regularly scheduled raises, bonuses, and vesting of pension benefits (as 

permitted by Law and for those Relevant Employees covered by a pension plan), 

offered by Respondents; and 

E. Not, for a period of one (1) year following the Closing Date, directly or indirectly, 

solicit or otherwise attempt to induce any of the Relevant Employees to terminate 

his or her employment with the Commission-approved Acquirer; provided, 

however, that Respondents may: 

1. advertise for employees in newspapers, trade publications, or other media, 

or engage recruiters to conduct general employee search activities, in 

either case not targeted specifically at Relevant Employees; or 

2. hire Relevant Employees who apply for employment with Respondents, as 

long as such employees were not solicited by Respondents in violation of 

this Paragraph III.E.; provided further, however, that this Paragraph III.E. 

shall not prohibit Respondents from making offers of employment to or 

employing any Relevant Employee if the Commission-approved Acquirer 

has notified Respondents in writing that the Commission-approved 

Acquirer does not intend to make an offer of employment to that 

employee, or where such an offer has been made and the employee has 

declined the offer.
19 

IV.

 IT IS FURTHER ORDERED that: 

A. Respondents shall not use, solicit, or access, directly or indirectly, any DAS 

AHRO Intellectual Property or Confidential Business Information, and shall not 

disclose, provide, discuss, exchange, circulate, convey, or otherwise furnish such 

DAS AHRO Intellectual Property or Confidential Business Information, directly 

or indirectly, to or with any Person other than: 

1. as necessary to comply with the requirements of this Order, or 

2. consistent with the limited exception permitted by Paragraph II.E.3. of this 

Order and pursuant to a Remedial Agreement, including without limitation 

the Quaker Transition Services Agreement (or any other Transition 

Services Agreement(s) with a Commission-approved Acquirer other than 

Quaker); provided, however, that Respondents shall be permitted to use 

the Licensor Intellectual Property but only in a manner that is consistent 

with the requirements of this Order. 

B. Respondents shall not, directly or indirectly, attempt to replicate, reverse engineer 

or otherwise produce any Intermediate Components; provided, however, that 

Respondents may continue to produce Intermediate Components for a limited 

transitional period after the Closing Date consistent with the Transition Services 

Agreement or the Supply Agreement.

C. Prior to the Closing Date, Respondents shall provide written notification of the 

restrictions, prohibitions and requirements of Paragraphs IV.A. and B. of this 

Order to all of Respondents’ personnel (i) who are or were involved in the 

provision of Transition Services to a Commission-approved Acquirer (including 

Quaker) pursuant to a Transition Services Agreement, or (ii) who otherwise had 

access to or possession, custody or control of any DAS AHRO Intellectual 

Property or Confidential Business Information prior to the Termination Date. 

Respondents may provide such notification by e-mail with return receipt 

requested or similar transmission, and must keep a file of any receipts or 

acknowledgments for one (1) year after the Closing Date. Respondents shall 

provide a copy of such notification to the Commission-approved Acquirer. 

Respondents shall maintain complete records of all such notifications at 

Respondents’ corporate headquarters and shall provide an officer’s certification to 

the Commission, stating that such acknowledgment program has been 

implemented and is being complied with. Respondents shall provide the 

Commission-approved Acquirer with copies of all certifications, notifications and 

reminders sent to Respondents’ personnel. 
20 

D. Within thirty (30) days after the Termination Date, Respondents shall: 

1. require, as a condition of continued employment post-divestiture, that each 

of Respondents’ employees who had access to or possession, custody or 

control of any DAS AHRO Intellectual Property or Confidential Business 

Information sign a confidentiality agreement that complies with the 

restrictions, prohibitions and requirements of this Order and prohibits 

Respondents’ employees from using or disclosing DAS AHRO 

Intellectual Property or Confidential Business Information in connection 

with Respondents’ Products or businesses; and 

2. institute procedures and requirements and take such actions as are 

necessary to ensure that Respondents’ personnel comply with the 

restrictions, prohibitions and requirements of this Paragraph IV. , 

including all actions that Respondents would take to protect their own 

trade secrets and confidential information. 

V.

 IT IS FURTHER ORDERED that: 

A. At any time after Respondents sign the Consent Agreement in this matter, the 

Commission may appoint a monitor (“Interim Monitor”) to assure that 

Respondents expeditiously comply with all of their obligations and perform all of 

their responsibilities as required by this Order and the Remedial Agreements. 

B. The Commission shall select the Interim Monitor, subject to the consent of 

Respondents, which consent shall not be unreasonably withheld. If Respondents 

have not opposed, in writing, including the reasons for opposing, the selection of 

a proposed Interim Monitor within ten (10) days after notice by the staff of the 

Commission to Respondents of the identity of any proposed Interim Monitor, 

Respondents shall be deemed to have consented to the selection of the proposed 

Interim Monitor. 

C. Not later than ten (10) days after the appointment of the Interim Monitor, 

Respondents shall execute an agreement that, subject to the prior approval of the 

Commission, confers on the Interim Monitor all the rights and powers necessary 

to permit the Interim Monitor to monitor Respondents’ compliance with the 

relevant requirements of this Order in a manner consistent with the purposes of 

this Order.
21 

D. If an Interim Monitor is appointed, Respondents shall consent to the following 

terms and conditions regarding the powers, duties, authorities, and responsibilities 

of the Interim Monitor: 

1. The Interim Monitor shall have the power and authority to monitor 

Respondents’ compliance with the divestiture and asset maintenance 

obligations and related requirements of this Order, and shall exercise such 

power and authority and carry out the duties and responsibilities of the 

Interim Monitor in a manner consistent with the purposes of this Order 

and in consultation with the Commission. 

2. The Interim Monitor shall act in a fiduciary capacity for the benefit of the 

Commission. 

3. The Interim Monitor shall serve until the later of: 

a. the completion by Respondents of the divestiture of the Divestiture 

Assets and the termination of the Quaker Transition Services 

Agreement (or any other Transition Services Agreement with a 

Commission-approved Acquirer), pursuant to this Order in a 

manner that fully satisfies the requirements of this Order and 

notification by the Commission-approved Acquirer to the Interim 

Monitor that it (or its Designee(s)) is fully capable of producing 

the D.A. Stuart AHRO Business Products acquired pursuant to a 

Remedial Agreement independently of Respondents; or 

b. the completion by Respondents of their obligation to provide 

Transition Services to the Commission-approved Acquirer; 

provided, however, that the Commission may extend or modify this period 

as may be necessary or appropriate to accomplish the purpose of this 

Order. 

4. Subject to any demonstrated legally recognized privilege, the Interim 

Monitor shall have full and complete access to Respondents’ personnel, 

books, documents, records kept in the normal course of business, facilities, 

and technical information, and such other relevant information as the 

Interim Monitor may reasonably request, related to Respondents’ 

compliance with its obligations under this Order, including, but not limited 

to, its obligations related to the relevant assets. Respondents shall 

cooperate with any reasonable request of the Interim Monitor and shall 

take no action to interfere with or impede the Interim Monitor’s ability to 

monitor Respondents’ compliance with this Order. 
22 

5. The Interim Monitor shall serve, without bond or other security, at the 

expense of Respondents on such reasonable and customary terms and 

conditions as the Commission may set. The Interim Monitor shall have 

authority to employ, at the expense of the Respondents, such consultants, 

accountants, attorneys, and other representatives and assistants as are 

reasonably necessary to carry out the Interim Monitor’s duties and 

responsibilities. 

6. Respondents shall indemnify the Interim Monitor and hold the Interim 

Monitor harmless against any losses, claims, damages, liabilities, or 

expenses arising out of, or in connection with, the performance of the 

Interim Monitor’s duties, including all reasonable fees of counsel and 

other reasonable expenses incurred in connection with the preparations 

for, or defense of, any claim, whether or not resulting in any liability, 

except to the extent that such losses, claims, damages, liabilities, or 

expenses result from misfeasance, gross negligence, willful or wanton 

acts, or bad faith by the Interim Monitor. 

7. Respondents shall report to the Interim Monitor in accordance with the 

requirements of this Order and/or as otherwise provided in any agreement 

approved by the Commission. The Interim Monitor shall evaluate the 

reports submitted to the Interim Monitor by Respondents, and any reports 

submitted by the Commission-approved Acquirer with respect to the 

performance of Respondents’ obligations under this Order or the Remedial 

Agreement. Within thirty (30) days from the date the Interim Monitor 

receives these reports, the Interim Monitor shall report in writing to the 

Commission concerning performance by Respondents of their obligations 

under this Order. 

E. Respondents may require the Interim Monitor and each of the Interim Monitor’s 

consultants, accountants, attorneys, and other representatives and assistants to 

sign a customary confidentiality agreement; provided, however, that such 

agreement shall not restrict the Interim Monitor from providing any information 

to the Commission. 

F. The Commission may, among other things, require the Interim Monitor and each 

of the Interim Monitor’s consultants, accountants, attorneys, and other 

representatives and assistants to sign an appropriate confidentiality agreement 

related to Commission materials and information received in connection with the 

performance of the Interim Monitor’s duties.
23 

G. If the Commission determines that the Interim Monitor has ceased to act or failed 

to act diligently, the Commission may appoint a substitute Interim Monitor in the 

same manner as provided in this Paragraph V. 

H. The Commission may on its own initiative, or at the request of the Interim 

Monitor, issue such additional orders or directions as may be necessary or 

appropriate to assure compliance with the requirements of this Order. 

I. The Interim Monitor appointed pursuant to this Order may be the same person 

appointed as a Divestiture Trustee pursuant to the relevant provisions of this 

Order. 

VI.

 IT IS FURTHER ORDERED that: 

A. If Respondents have not fully complied with the obligations imposed by this 

Order, the Commission may appoint a trustee (“Divestiture Trustee”) to divest the 

Divestiture Assets and comply with Respondents’ other obligations in a manner 

that satisfies the requirements of this Order. In the event that the Commission or 

the Attorney General brings an action pursuant to Section 5(l) of the Federal 

Trade Commission Act, 15 U.S.C. § 45(l), or any other statute enforced by the 

Commission, Respondents shall consent to the appointment of a Divestiture 

Trustee in such action to divest the required assets. Neither the appointment of a 

Divestiture Trustee nor a decision not to appoint a Divestiture Trustee under this 

Paragraph VI.A. shall preclude the Commission or the Attorney General from 

seeking civil penalties or any other relief available to it, including a courtappointed Divestiture Trustee, pursuant to Section 5(l) of the Federal Trade 

Commission Act, or any other statute enforced by the Commission, for any failure 

by Respondents to comply with this Order. 

B. The Commission shall select the Divestiture Trustee, subject to the consent of 

Respondents, which consent shall not be unreasonably withheld. The Divestiture 

Trustee shall be a person with experience and expertise in acquisitions and 

divestitures. If Respondents have not opposed, in writing, and stated in writing 

their reasons for opposing, the selection of any proposed Divestiture Trustee 

within ten (10) days after notice by the staff of the Commission to Respondents of 

the identity of any proposed Divestiture Trustee, Respondents shall be deemed to 

have consented to the selection of the proposed Divestiture Trustee. 

C. Not later than ten (10) days after the appointment of a Divestiture Trustee, 

Respondents shall execute a trust agreement that, subject to the prior approval of 

the Commission, transfers to the Divestiture Trustee all rights and powers 
24 

necessary to permit the Divestiture Trustee to effectuate the divestiture required 

by, and satisfy the additional obligations imposed by, this Order. 

D. If a Divestiture Trustee is appointed by the Commission or a court pursuant to this 

Paragraph, Respondents shall consent to the following terms and conditions 

regarding the Divestiture Trustee’s powers, duties, authority, and responsibilities: 

1. Subject to the prior approval of the Commission, the Divestiture Trustee 

shall have the exclusive power and authority to effectuate the divestiture 

required by, and satisfy the additional obligations imposed by, this Order. 

2. The Divestiture Trustee shall have one (1) year after the date the 

Commission approves the trust agreement described herein to accomplish 

the divestiture, which shall be subject to the prior approval of the 

Commission. If, however, at the end of the one (1) year period, the 

Divestiture Trustee has submitted a plan to satisfy the obligations of 

Paragraph II. or believes that such can be achieved within a reasonable 

time, the period may be extended by the Commission, or, in the case of a 

court-appointed Divestiture Trustee, by the court; provided, however, that 

the Commission may extend the period only two (2) times. 

3. Subject to any demonstrated legally recognized privilege, the Divestiture 

Trustee shall have full and complete access to the personnel, books, 

records, and facilities related to the relevant assets that are required to be 

divested by this Order and to any other relevant information, as the 

Divestiture Trustee may request. Respondents shall develop such 

financial or other information as the Divestiture Trustee may request and 

shall cooperate with the Divestiture Trustee. Respondents shall take no 

action to interfere with or impede the Divestiture Trustee’s 

accomplishment of the divestiture. Any delays caused by Respondents 

shall extend the time under this Paragraph VI.D. in an amount equal to the 

delay, as determined by the Commission or, for a court-appointed 

Divestiture Trustee, by the court. 

4. The Divestiture Trustee shall use commercially reasonable efforts to 

negotiate the most favorable price and terms available in each contract that 

is submitted to the Commission, subject to Respondents’ absolute and 

unconditional obligation to divest expeditiously and at no minimum price. 

The divestiture shall be made in the manner and to an acquirer as required 

by this Order; provided, however, if the Divestiture Trustee receives bona 

fide offers from more than one acquiring entity, and if the Commission 

determines to approve more than one such acquiring entity, the Divestiture 

Trustee shall divest to the acquiring entity selected by Respondents from 

among those approved by the Commission; provided further, however,
25 

that Respondents shall select such entity within five (5) days after 

receiving notification of the Commission’s approval. 

5. The Divestiture Trustee shall serve, without bond or other security, at the 

cost and expense of Respondents, on such reasonable and customary terms 

and conditions as the Commission or a court may set. The Divestiture 

Trustee shall have the authority to employ, at the cost and expense of 

Respondents, such consultants, accountants, attorneys, investment 

bankers, business brokers, appraisers, and other representatives and 

assistants as are necessary to carry out the Divestiture Trustee’s duties and 

responsibilities. The Divestiture Trustee shall account for all monies 

derived from the divestiture and all expenses incurred. After approval by 

the Commission of the account of the Divestiture Trustee, including fees 

for the Divestiture Trustee’s services, all remaining monies shall be paid at 

the direction of Respondents, and the Divestiture Trustee’s power shall be 

terminated. The compensation of the Divestiture Trustee shall be based at 

least in significant part on a Commission arrangement contingent on the 

divestiture of all of the relevant assets that are required to be divested by 

this Order. 

6. Respondents shall indemnify the Divestiture Trustee and hold the 

Divestiture Trustee harmless against any losses, claims, damages, 

liabilities, or expenses arising out of, or in connection with, the 

performance of the Divestiture Trustee’s duties, including all reasonable 

fees of counsel and other expenses incurred in connection with the 

preparation for, or defense of, any claim, whether or not resulting in any 

liability, except to the extent that such losses, claims, damages, liabilities, 

or expenses result from misfeasance, gross negligence, willful or wanton 

acts, or bad faith by the Divestiture Trustee. 

7. The Divestiture Trustee shall have no obligation or authority to operate or 

maintain the relevant assets required to be divested by this Order. 

8. The Divestiture Trustee shall report in writing to Respondents and to the 

Commission every sixty (60) days concerning the Divestiture Trustee’s 

efforts to accomplish the divestiture. 

9. Respondents may require the Divestiture Trustee and each of the 

Divestiture Trustee’s consultants, accountants, attorneys, and other 

representatives and assistants to sign a customary confidentiality 

agreement; provided, however, such agreement shall not restrict the 

Divestiture Trustee from providing any information to the Commission.
26 

E. If the Commission determines that a Divestiture Trustee has ceased to act or 

failed to act diligently, the Commission may appoint a substitute Divestiture 

Trustee in the same manner as provided in this Paragraph VI. 

F. The Commission or, in the case of a court-appointed Divestiture Trustee, the 

court, may on its own initiative or at the request of the Divestiture Trustee, issue 

such additional orders or directions as may be necessary or appropriate to 

accomplish the divestiture required by this Order. 

G. The Divestiture Trustee appointed pursuant to this Paragraph VI. may be the same 

person appointed as Interim Monitor pursuant to the relevant provisions of this 

Order. 

VII.

 

 IT IS FURTHER ORDERED that: 

A. Any Remedial Agreement shall not limit or contradict, or be construed to limit or 

contradict, the terms of this Order, it being understood that nothing in this Order 

shall be construed to reduce any rights or benefits of any Commission-approved 

Acquirer or to reduce any obligations of Respondents under such agreements. 

B. Each Remedial Agreement, if approved by the Commission, shall be incorporated 

by reference into this Order and made a part hereof. 

C. Respondents shall comply with all terms of each Remedial Agreement, and any 

breach by Respondents of any term of the Remedial Agreement shall constitute a 

failure to comply with this Order. If any term of the Remedial Agreement varies 

from the terms of this Order (“Order Term”), then to the extent that Respondents 

cannot fully comply with both terms, the Order Term shall determine 

Respondents’ obligations under this Order. 

D. Respondents shall not modify or amend any material term of any Remedial 

Agreement without the prior approval of the Commission. Any material 

modification of the Remedial Agreement between the date the Commission 

approves the Remedial Agreement and the Closing Date, without the prior 

approval of the Commission, or any failure to meet any material condition 

precedent to closing (whether waived or not), shall constitute a violation of this 

Order. Notwithstanding any paragraph, section, or other provision of the 

Remedial Agreement, for a period of five (5) years after the Closing Date, any 

modification of a Remedial Agreement, without the approval of the Commission, 

shall constitute a failure to comply with this Order. Respondents shall provide 

written notice to the Commission not more than five (5) days after any 
27 

modification (material or otherwise) of the Remedial Agreement, or after any 

failure to meet any condition precedent (material or otherwise) to closing 

(whether waived or not). 

VIII.

 

 IT IS FURTHER ORDERED that: 

A. Within thirty (30) days after the date this Order becomes final, and every sixty 

(60) days thereafter until Respondents have divested the Divestiture Assets and 

the Quaker Transition Services Agreement (or any other Transition Services 

Agreement with a Commission-approved Acquirer) has terminated, Respondents 

shall submit to the Commission a verified written report setting forth in detail the 

manner and form in which they intend to comply, are complying, and have 

complied with this Order. Respondents shall submit at the same time a copy of its 

report concerning compliance with this Order to the Interim Monitor, if any 

Interim Monitor has been appointed. Respondents shall include in its reports, 

among other things that are required from time to time: 

1. a full description of the efforts being made to comply with the relevant 

Paragraphs of this Order; 

2. if Quaker is not approved by the Commission pursuant to Paragraph II.A., 

a description of all substantive contacts or negotiations related to the 

divestiture of the Divestiture Assets and the identity of all parties 

contacted and copies of all written communications to and from such 

parties, all internal memoranda, and all reports and recommendations 

concerning completing their obligations pursuant to Paragraph II. of this 

Order; 

3. a description of all DAS AHRO Intellectual Property and Confidential 

Business Information required to be delivered to the Commissionapproved Acquirer; 

4. a detailed plan to deliver all DAS AHRO Intellectual Property and 

Confidential Business Information required to be delivered to the 

Commission-approved Acquirer and any updates or changes to such plan; 

5. a description of all DAS AHRO Intellectual Property and Confidential 

Business Information delivered to the Commission-approved Acquirer, 

including the type of information delivered, method of delivery, and 

date(s) of delivery, and updates as to what has been delivered;
28 

6. a description of the DAS AHRO Intellectual Property and Confidential 

Business Information retained, if any, the reasons why it was retained, and 

a projected date(s) of delivery; 

7. a description of all assistance provided to the Commission-approved 

Acquirer during the reporting period; and, 

8. the Termination Date, including the required certification under oath 

regarding Respondents’ compliance with the requirements of Paragraph 

II.E.3. (or Paragraph II.F.2., as applicable). 

B. One (1) year after the Order becomes final, annually for the next nine years on the 

anniversary of the Order date, and at other times as the Commission may require, 

Respondents shall file a verified written report with the Commission setting forth 

in detail the manner and form in which they have complied and are complying 

with the Order. 

IX.

 IT IS FURTHER ORDERED that Respondents shall notify the Commission at least 

thirty (30) days prior to any proposed (1) dissolution of the Respondents, (2) acquisition, merger 

or consolidation of Respondents, or (3) any other change in the Respondents that may affect 

compliance obligations arising out of this Order, including, but not limited to, assignment, the 

creation or dissolution of subsidiaries, or any other change in Respondents. 

X.

 IT IS FURTHER ORDERED that, for purposes of determining or securing compliance 

with this Order, and subject to any legally recognized privilege, and upon written request and 

upon five (5) days’ notice to Respondents, Respondents shall, without restraint or interference, 

permit any duly authorized representative(s) of the Commission: 

A. Access, during business office hours of the Respondents and in the presence of 

counsel, to all facilities and access to inspect and copy all books, ledgers, 

accounts, correspondence, memoranda, and all other records and documents in the 

possession or under the control of the Respondents related to compliance with this 

Order, which copying services shall be provided by the Respondents at their 

expense; and 

B. To interview officers, directors, or employees of the Respondents, who may have 

counsel present, regarding such matters. 
29 

XI.

 IT IS FURTHER ORDERED that this Order shall terminate ten (10) years from the 

date on which this Order becomes final. 

By the Commission. 

 Donald S. Clark 

 Secretary 

SEAL 

ISSUED: 
30 

 

APPENDIX A 

Agreement to Hold Separate

[Redacted From the Public Record Version, But Incorporated By Reference] 
31 

 

APPENDIX B

 D.A. Stuart Dedicated Aluminum Employees

[Redacted From the Public Record Version, But Incorporated By Reference] 
32 

APPENDIX C 

Aluminum Hot Rolling Products

[Redacted From the Public Record Version, But Incorporated By Reference]
33 

 

APPENDIX D 

Quaker Divestiture Agreements

[Redacted From the Public Record Version, But Incorporated By Reference]