In the Matter of 

HOLCIM LTD., 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

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Docket No. C-4519 

a public limited company; 

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File No. 141 0129 

and 

LAFARGE S.A., 

a corporation. 

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PUBLIC VERSION 

PETITION OF LAFARGEHOLCIM FOR APPROVAL OF AMENDMENTS 

RELATED TO THE ESSROC DIVESTITURE AGREEMENT 

Pursuant to Section 2.41 of the Federal Trade Commission ("Commission") Rules of 

Practice and Procedure, 16 C.F.R. § 2.41 (2016), LafargeHolcim Ltd. 1 hereby petitions the 

Commission to approve amendments to agreements ancillary to the Essroc Divestiture 

Agreement, which was redacted from the public record but incorporated by reference into the 

Decision and Order (the "Order") in the above-captioned matter. 

The proposed amendments (the "Amendments") revise a Barging Agreement and a 

Throughput Agreement (the "Agreements"), and are necessary to resolve a dispute between 

Holcim (US) Inc. ("Holcim") and Essroc Cement Corp. ("Essroc") regarding the interpretation 

of a technical measurement term used in the Agreements. Attached Confidential Appendix A 

is the amendment to the Barging Agreement. Attached Confidential Appendix B is the 

LafargeHolcim is the successor entity to Holcim Ltd. 

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amendment to the Throughput Agreement. The Amendments have been submitted to Philip M. 

Comerford Jr., the Commission-appointed Monitor Trustee. This petition and the attached 

Confidential Appendix C, a copy of a letter from Holcim and Essroc, describe the resolution of 

the parties' dispute and the terms of the Amendments in greater detail. 

Pursuant to Section 21 of the Federal Trade Commission Act, 15 U.S.C. §57b-2, and the 

Commission's Rules of Practice 4.10-4.11, 16 C.F.R. §§4.10-4.11, Holcim hereby requests that 

all of the redacted information, including the Confidential Appendices be treated by the 

Commission as strictly confidential and not be made available to the public. The Appendices 

contains Holcim and Essroc's commercially and competitively sensitive information, and 

disclosure of the information to the public will prejudice Holcim and Essroc. Holcim requests 

that the Commission inform Holcim immediately if the Commission cannot treat the 

confidential information contained in this petition as confidential in order to provide Holcim an 

opportunity to seek appropriate relief. 

I. Summary of Proposed Amendments to the Agreements 

On July 7, 2014, Holcim Ltd. and LaFarge S.A. entered into a Business Combination 

Agreement under which Holcim Ltd. proposed to make a public exchange offer in accordance 

with the provisions of French laws to acquire all of the issued and outstanding shares of Lafarge 

S.A. in exchange for Holcim Ltd. shares valued, at the time of entering into the agreement, at 

approximately $25 billion. On May 4, 2015, the Commission issued a complaint alleging that 

the transaction would substantially lessen competition or tend to create a monopoly in specified 

portland and slag cement markets. On the same day, the Commission accepted an Agreement 

Containing Consent Orders, including a proposed Decision and Order and an Order to Hold 

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Separate and Maintain Assets, resolving the charges in the complaint. Following a public 

comment period, the Commission approved the final Order on June 11, 2015. 

The Commission's Decision and Order in the above-captioned matter required Holcim to 

divest the Camden Slag Plant and the Everett Terminal to Essroc, in accordance with the Essroc 

Divestiture Agreement referenced as Appendix III. The Essroc Divestiture Agreement was 

withheld from the public record. In conjunction with the Essroc Divestiture Agreement, Holcim 

and Essroc entered into a Barging Agreement, under which Holcim is required to make barging 

services available to Essroc up to a certain threshold. A dispute later arose between Holcim and 

Essroc as to the interpretation of a technical term relating to the measurement of that threshold. 

To resolve the dispute, Holcim and Essroc have agreed to a clarification of the measurement 

term. As part of the resolution of this interpretation issue, Holcim also agreed to sell certain 

additional assets to Essroc. This commercial resolution necessitated other technical changes to 

the Barging Agreement, and the related Throughput Agreement, to reflect the change in the 

measurement term. As part of the Amendments, Holcim and Essroc intend to enter into a 

Settlement to release and waive claims related to the dispute. The Settlement is attached as 

Confidential Appendix D. 

As detailed above and in the attached Appendix C, the Amendments are necessary to 

resolve a commercial dispute regarding the interpretation of a technical term in the Agreements, 

which are ancillary to the Essroc Divestiture Agreement. LafargeHolcim is unaware of any 

reason that the Amendments would hinder the remedial purposes of the Order. To the contrary, 

expeditious approval of the Amendments will facilitate the remedial purposes of the Order and 

allow the parties to begin operating under the new interpretation more quickly, bringing to an 

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end a substantial burden on the parties' day-to-day operations as to the Agreements that the 

dispute has created. 

II. Conclusion 

For the foregoing reasons, LafargeHolcim respectfully requests that the Commission 

approve the proposed Amendments as soon as practicable. 

Dated: May 19, 2017 

Respe:: tted, f 

=--- Andrew M. Lacy ~ 

4 

Simpson Thacher & Bartlett LLP 

900 G Street NW, Suite 900 

Washington, D.C., 20001 

202-636-5505 

alacy@stblaw.com 

Counsel for LafargeHolcim Ltd. 
CONFIDENTIAL APPENDIX A 

Barging Agreement amendment 

(Redacted) 

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PUBLIC VERSION 
CONFIDENTIAL APPENDIX B 

Throughput Agreement amendment 

(Redacted) 

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PUBLIC VERSION 

CONFIDENTIAL APPENDIX C 

Letter dated May 10, 2017 to Paul Frangie (FfC) and Philip M. Comerford Jr. (ING Financial 

Markets LLC) from Holcim (US) Inc. and Essroc Cement Corp. 

(Redacted) 

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CONFIDENTIAL APPENDIX D 

Settlement Agreement 

(Redacted) 

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