UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

In the Matter of

CARPENTER TECHNOLOGY CORPORATION 

a corporation;

and

LATROBE SPECIALTY METALS, INC.

a corporation. 

 File No. 111-0207

AGREEMENT CONTAINING CONSENT ORDERS

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

proposed acquisition by Carpenter Technology Corporation (“Carpenter”) of 100 percent of the

outstanding voting securities of Respondent Latrobe Specialty Metals, Inc. (“Latrobe”) from

HHEP-Latrobe, L.P., hereinafter “Proposed Respondents,” and it now appearing that Proposed

Respondents are willing to enter into this Agreement Containing Consent Orders (“Consent

Agreement”) to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly authorized

officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Carpenter Technology Corporation is a corporation organized,

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

headquarters address located at 101 West Bern Street, Reading, Pennsylvania 19601.

2. Proposed Respondent Latrobe Specialty Metals, Inc. is a corporation organized, existing and

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

headquarters address at 2626 Ligonier Street, Latrobe, Pennsylvania 15650. HHEP-Latrobe,

L.P., the ultimate parent entity of Latrobe Specialty Metals, Inc., has its headquarters

address at 100 Crescent Court, Suite 1200, Dallas, Texas 75201.

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint

here attached.

4. Proposed Respondents waive:

a. any further procedural steps;
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b. the requirement that the Commission’s Decision and Order and Order to Maintain

Assets, both of which are attached hereto 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 challenge or contest the validity of the

Decision and Order or the Order to Maintain Assets entered pursuant to this Consent

Agreement; and

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

5. Because there may be interim competitive harm, the Commission may issue its Complaint

and the Order to Maintain Assets in this matter at any time after it accepts the Consent

Agreement for public comment.

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

Proposed Respondents, each Proposed Respondent shall submit an initial report, pursuant to

Section 2.33 of the Commission’s Rules, 16 C.F.R. § 2.33. Each Proposed Respondent shall

also submit subsequent reports every thirty (30) days thereafter until the Order to Maintain

Assets becomes final, at which time the reporting obligations contained in the Order to

Maintain Assets (other than the requirement to submit an initial report pursuant to this

Consent Agreement) shall control. Such reports shall be verified by the Proposed

Respondent and set forth in detail the manner in which that Proposed Respondent has

complied and will comply with the Order to Maintain Assets and the Decision and Order. 

Such reports will not become part of the public record unless and until the Consent

Agreement and Decision and Order are accepted by the Commission for public comment.

7. In each report described in Paragraph 6, each Proposed Respondent shall provide sufficient

information and documentation to enable the Commission to determine independently

whether that Proposed Respondent is in compliance with this Consent Agreement and each

of the Orders. All reports shall be verified by a notarized signature or sworn statement of an

employee of the Proposed Respondent specifically authorized to perform this function, or

self verified in the manner set forth in 28 U.S.C. §1746. Section 2.41(a) of the

Commission’s Rules of Practice requires that an original and two (2) copies of all

compliance reports be filed with the Commission. Each Proposed Respondent shall file an

original report and one (1) copy with the Secretary of the Commission, and shall send at

least one (1) copy directly to the Bureau of Competition’s Compliance Division. 

8. 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 draft of 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 Respondents, in which event it will take such

action as it may consider appropriate, or issue or amend its Complaint (in such form as the
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circumstances may require) and issue its Decision and Order, in disposition of the

proceeding.

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

admission by Proposed Respondents that the law has been violated as alleged in the draft of

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

jurisdictional facts, are true.

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

Commission may (a) issue and serve its Complaint corresponding in form and substance

with the draft of Complaint here attached, (b) issue and serve its Order to Maintain Assets,

and (c) 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

Respondents, issue the attached Decision and Order containing an order to divest and

providing for other relief in disposition of the proceeding.

11. When final, the Decision and Order and the Order to Maintain Assets 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 and the Order to

Maintain Assets shall become final upon service. Delivery of the Complaint, the Decision

and Order, and the Order to Maintain Assets to Proposed Respondent Carpenter by any

means provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a) – including, but not limited

to, delivery to an office within the United States of Barbara Sicalides, Esq.; of Pepper

Hamilton LLP; or of any other lawyer or law firm listed as Counsel for Carpenter

Technology Corporation on this Consent Agreement – shall constitute service as to

Proposed Respondent Carpenter. Delivery of the Complaint, the Decision and Order, and

the Order to Maintain Assets to Proposed Respondent Latrobe by any means provided in

Commission Rule 4.4(a), 16 C.F.R. § 4.4(a) – including, but not limited to, delivery to an

office within the United States of Tom D. Smith, Esq.; of Jones Day; or of any other lawyer

or law firm listed as Counsel for Latrobe Specialty Metals, Inc. on this Consent Agreement

– shall constitute service as to Proposed Respondent Latrobe. Each Proposed Respondent

waives any right it may have to any other manner of service. Each Proposed Respondent

also waives any right it may otherwise have to service of any Appendices incorporated by

reference into the Decision and Order, and agrees that it is bound to comply with and will

comply with the Decision and Order to the same extent as if it had been served with copies

of the Appendices, where Proposed Respondent is already in possession of copies of such

Appendices. 

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

to Maintain Assets, and no agreement, understanding, representation, or interpretation not

contained in the Decision and Order, the Order to Maintain Assets, or the Consent

Agreement may be used to limit or contradict the terms of the Decision and Order or the

Order to Maintain Assets. 
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13. By signing this Consent Agreement, Proposed Respondents represent and warrant that they

can accomplish the full relief contemplated by the attached Decision and Order (including

effectuating all required divestitures, assignments, and transfers) and the Order to Maintain

Assets and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the

full relief contemplated by this Consent Agreement are: (i) within the control of the parties

to this Consent Agreement, or (ii) will be in the control of the parties to this Consent

Agreement after the proposed acquisition.

14. By signing this Consent Agreement, Proposed Respondents represent and warrant that each

Remedial Agreement (as defined in the Decision and Order) that has been submitted to the

Commission at the time of this Consent Agreement for approval by the Commission in

connection with the Commission’s determination to make the Decision and Order final

comports with all of the relevant requirements of the Decision and Order and requires

Proposed Respondents to divest all assets required to be divested pursuant to the relevant

requirements of the Decision and Order.

15. Each Proposed Respondent agrees that it shall interpret each Remedial Agreement in a

manner that is fully consistent with all of the relevant provisions and remedial purposes of

the Decision and Order.

16. Each Proposed Respondent has read the draft of Complaint, the Decision and Order, and the

Order to Maintain Assets contemplated hereby. Each Proposed Respondent understands

that once the Decision and Order and the Order to Maintain Assets have been issued, it will

be required to file one or more compliance reports showing that it has fully complied with

the Decision and Order and the Order to Maintain Assets.

17. Each Proposed Respondent agrees to comply with the terms of the proposed Decision and

Order and the Order to Maintain Assets from the date it signs this Consent Agreement. 

Each Proposed Respondent further understands that it may be liable for civil penalties in the

amount provided by law for each violation of the Decision and Order and of the Order to

Maintain Assets after they become final.
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CARPENTER TECHNOLOGY

CORPORATION

By: 

William A. Wulfsohn

President and Chief Executive Officer

Carpenter Technology Corporation

Date: 

____________________________

Barbara Sicalides, Esq.

Pepper Hamilton LLP

Counsel for 

Carpenter Technology Corporation

LATROBE SPECIALTY METALS, INC.

By: ________________________________

B. Christopher DiSantis

President and Chief Executive Officer

Latrobe Specialty Metals, Inc.

HHEP-LATROBE, L.P.

_________________________________

Thomas O. Hicks

President

HHEP-Latrobe, L.P.

_________________________________

Tom D. Smith, Esq.

Jones Day

Counsel for

Latrobe Specialty Metals, Inc. and

HHEP-Latrobe, L.P.

FEDERAL TRADE COMMISSION

By: 

Scott Reiter

Attorney

Bureau of Competition

APPROVED:

By: ____________________________

Catharine Moscatelli

Assistant Director

Bureau of Competition

 

Brendan McNamara

Deputy Assistant Director

 

Richard A. Feinstein

Director

Bureau of Competition

Date: 

____________________ ______

Norman Armstrong

Deputy Director

Bureau of Competition

Date: