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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Edith Ramirez, Chairwoman

Maureen K. Ohlhausen

Terrell McSweeny

____________________________________

)

In the Matter of )

)

BALL CORPORATION, )

a corporation, )

)

and ) Docket No. C-

)

REXAM PLC, )

a public limited company. )

)

____________________________________)

DECISION AND ORDER

[Public Record Version]

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

proposed acquisition by Respondent Ball Corporation (“Ball”) of the voting securities of 

Respondent Rexam PLC (“Rexam”), collectively “Respondents,” 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 Orders (“Consent Agreement”), containing an admission by 

Respondents of all the jurisdictional facts set forth in the aforesaid 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 an Order 

to Maintain Assets, 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 Ball Corporation, is a corporation organized, existing, and doing business 

under, and by virtue of, the laws of the State of Indiana with its executive offices and 

principal place of business at 10 Longs Peak Drive, Bloomfield, CO 80021.

2. Respondent Rexam PLC, is a public limited company organized, existing, and doing 

business under, and by virtue of, the laws of England and Wales with its principal 

executive offices located at 4 Millbank, London SW1P 3XR, United Kingdom, and its 

United States address for service of process and the Complaint, the Decision and Order, 

and the Order to Maintain Assets, as follows: Corporate Secretary, Rexam Beverage Can 

Company, 4201 Congress Street, Suite 340, Charlotte, NC 28209.

3. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding 

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

ORDER

I.

IT IS HEREBY ORDERED that, as used in this Order, the following definitions, and 

all other definitions used in the Order to Maintain Assets, shall apply:

A. “Ball” means Ball Corporation, its directors, officers, employees, agents, representatives,

successors, and assigns; and the joint ventures, subsidiaries, partnerships, divisions, 

groups, and affiliates in each case controlled by Ball Corporation, including, but not 

limited to, Ball UK Acquisition Ltd., and the respective directors, officers, employees, 

agents, representatives, successors, and assigns of each. Ball includes Rexam, after the 

Acquisition Date.

B. “Rexam” means Rexam PLC, its directors, officers, employees, agents, representatives, 

successors, and assigns; and the joint ventures, subsidiaries, partnerships, divisions, 

groups, and affiliates in each case controlled by Rexam PLC, including, but not limited 

to, Rexam Beverage Can Company (“RBCC”), and the respective directors, officers, 

employees, agents, representatives, successors, and assigns of each. 
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C. “Commission” means the Federal Trade Commission.

D. “Acquirer” means:

1. Ardagh; or

2. a Person approved by the Commission to acquire the Aluminum Beverage Cans 

Business pursuant to this Decision and Order.

E. “Acquisition” means the proposed acquisition by Respondent Ball of all the voting 

securities of Respondent Rexam as described in the Recommended Cash and Share Offer 

for Rexam PLC by Ball UK Acquisition Limited, A Wholly-Owned Subsidiary of Ball 

Corporation, dated February 19, 2015, between Ball Corporation, Ball UK Acquisition 

Ltd., and Rexam PLC, and any amendments, exhibits, or schedules attached thereto.

F. “Acquisition Date” means the date the Acquisition is consummated.

G. “Aluminum Beverage Cans Business” means all of RBCC’s assets, including Tangible 

Personal Property and intangible assets, businesses and goodwill, related to the research, 

development, manufacture, distribution, marketing or sale of Aluminum Beverage Cans 

Products including, but not limited to:

1. The Aluminum Beverage Cans Manufacturing Facilities;

2. The Aluminum Beverage Cans Corporate Facility;

3. The Aluminum Beverage Cans Technical and Engineering Facility;

4. The Aluminum Beverage Cans Contracts;

5. An upfront, paid up, perpetual and royalty-free, license to all Intellectual Property 

relating to the research, development, manufacture, distribution, marketing or sale 

of Aluminum Beverage Cans Products; PROVIDED, HOWEVER, this license 

shall include rights to all of Respondent Rexam’s Intellectual Property related to 

the Aluminum Beverage Cans Products worldwide. 

6. All inventories relating to Aluminum Beverage Cans Products, affiliated with an 

Aluminum Beverage Cans Manufacturing Facility, wherever located;

7. All consents, licenses, certificates, registrations, or permits issued, granted, given, 

or otherwise made available by or under the authority of any governmental body 

or pursuant to any legal requirement relating to the research, development, 

manufacture, distribution, marketing or sale of Aluminum Beverage Cans

Products, and all pending applications therefor or renewals thereof;
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8. All Business Records relating to the research, development, manufacture, 

distribution, marketing or sale of Aluminum Beverage Cans Products; 

PROVIDED, HOWEVER, that where documents or other materials included in the 

Business Records to be divested contain information: (a) that relates both to the 

Aluminum Beverage Cans Business to be divested and to the Retained Business 

or other products or businesses and cannot be segregated in a manner that 

preserves the usefulness of the information as it relates to the Aluminum 

Beverage Cans Business to be divested; or (b) 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, then Respondents may keep such records and provide 

copies with appropriate redactions to the Acquirer. In instances where such 

copies are provided to the Acquirer, the relevant party shall provide the Acquirer 

access to original documents under circumstances where copies of the documents 

are insufficient for evidentiary or regulatory purposes.

PROVIDED, HOWEVER, assets contained in Schedules 1.2(c), 1.2(m), 1.2(n)(i), 

1.2(n)(ii), and 1.2(v) of the Divestiture Agreement shall be excluded.

H. “Aluminum Beverage Cans Contracts” means all agreements and contracts with 

customers (including, but not limited to, contracts, purchasing agreements, and rebate 

agreements with customers who will be served from both the Aluminum Beverage Cans

Manufacturing Facilities and facilities retained by Respondent Ball, and agreements, 

contracts, and understandings for transportation, storage, and other services), suppliers, 

vendors, representatives, agents, licensees and licensors; and all leases, mortgages, notes, 

bonds, and other binding commitments, whether written or oral, and all rights thereunder 

and related thereto related to the Aluminum Beverage Cans Business from the Aluminum 

Beverage Cans Manufacturing Facilities;

I. “Aluminum Beverage Cans Corporate Facility” means the facility located at 8770 W. 

Bryn Mawr Avenue, Chicago, IL 60631, including, but not limited to, information 

technology systems, all physical assets and equipment related to the research, 

development, manufacture, sale, and distribution of products from the Aluminum 

Beverage Cans Manufacturing Facilities; PROVIDED, HOWEVER, that parts, inventory, 

designs, or other assets held for use exclusively by or for the Retained Business may be 

excluded.

J. “Aluminum Beverage Cans Designated Employee” means any person employed by 

RBCC (1) at the Aluminum Beverage Cans Manufacturing Facilities; (2) working at or 

out of the Aluminum Beverage Cans Corporate Facility; (3) at the Aluminum Beverage 

Cans Technical and Engineering Facility; (4) who has spent over twenty-five percent 

(25%) of his or her time, from January 2015 to December 2015, working for or on behalf 

of the Aluminum Beverage Cans Business, wherever located; or (5) identified by 
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agreement between Respondent Rexam and an Acquirer and made a part of a Divestiture 

Agreement including, but not limited to, the Aluminum Beverage Cans Divestiture 

Employees.

K. “Aluminum Beverage Cans Divestiture Employees” are certain employees working at or 

out of the Aluminum Beverage Cans Corporate Facility and the Aluminum Beverage 

Cans Technical and Engineering Facility, and are identified in Non-Public Confidential 

Appendix C attached to this Order.

L. “Aluminum Beverage Cans Manufacturing Facilities” means all real property interests 

(including fee simple interests and real property leasehold interests), including all 

easements, appurtenances, licenses, and permits, together with all buildings and other 

structures, facilities, and improvements located thereon, owned, leased, or otherwise held

by RBCC, and all Tangible Personal Property, therein, at the Bishopville Facility, 

Chicago Facility, Fairfield Facility, Fremont Facility, Olive Branch Facility, Valparaiso 

Facility, Whitehouse Facility, and Winston-Salem Facility. PROVIDED, HOWEVER,

that parts, inventory, designs, or other assets held for use exclusively by or for the 

Retained Business may be excluded.

M. “Aluminum Beverage Cans Products” means the Standard Aluminum Beverage Cans and 

Specialty Aluminum Beverage Cans:

1. manufactured by RBCC at the Aluminum Beverage Cans Manufacturing 

Facilities; or

2. designed, researched and developed, but not yet commercialized, by RBCC,

anywhere in the world, and that are intended to be manufactured at the Aluminum 

Beverage Cans Manufacturing Facilities.

N. “Aluminum Beverage Cans Technical and Engineering Facility” means the technical and 

engineering facility located at 2520 Lively Boulevard, Elk Grove, IL 60007, including, 

but not limited to, all real property interests (including fee simple interests and real 

property leasehold interests), including all easements, appurtenances, licenses, and 

permits, together with all buildings and other structures, facilities, and improvements 

located thereon, owned, leased, or otherwise held by RBCC, and all Tangible Personal 

Property therein, and parts, inventory, and all other assets relating to the Aluminum 

Beverage Cans Business. PROVIDED, HOWEVER, that parts, inventory, designs, or 

other assets held for use exclusively by or for the Retained Business may be excluded. 
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O. “Ardagh” means Ardagh Group S.A., a limited liability corporation organized, existing, 

and doing business under, and by virtue of, the laws of Luxembourg with its office and 

principal executive offices located at 56, rue Charles Martel, Luxembourg, and its United 

States address for business operations is 401 E. Jackson Street, Suite 2800, Tampa, FL 

33062. 

P. “Arizona” means Arizona Beverages USA LLC, a limited liability corporation, 

organized, existing, and doing business under, and by virtue of, the laws of the State of 

New York with its executive offices and principal place of business at 60 Crossways Park 

Drive W, Woodbury, NY 11797.

Q. “Arizona Contract Manufacturing Agreement” means:

1. The Arizona Contract Manufacturing Agreement entered into between Ardagh 

Metal Beverage USA Inc. and Rexam Beverage Can Company, dated on the 

Divestiture Date , and any attachments, amendments, exhibits, and schedules 

related thereto that have been approved by the Commission. This Arizona 

Contract Manufacturing Supply Agreement is attached to this Order and 

contained in Non-Public Appendix D; or

2. Any agreement between Respondents (or between a Divestiture Trustee appointed 

pursuant to Paragraph IV. of this Order) and an Acquirer for the purchase of 

Specialty Aluminum Beverage Cans Products as provided for in Paragraph II.B.

of this Order, that receives the prior approval of the Commission, and all 

amendments, exhibits, attachments, agreements, and schedules thereto that have 

been approved by the Commission.

R. “Arizona-Rexam Supply Agreement” means that Amended and Restated Can Supply 

Agreement, dated May 26, 2015, by and between Rexam Beverage Can Company and 

Arizona Beverages USA LLC.

S. “Bishopville Facility” means the aluminum beverage cans manufacturing plant located at 

609 Cousar Street, Bishopville, SC 29010. 

T. “Business Records” means all originals and all copies of any operating, financial or other 

information, documents, data, computer files (including files stored on a computer’s hard 

drive or other storage media), electronic files, books, records, ledgers, papers, 

instruments, and other materials, whether located, stored, or maintained in traditional 

paper format or by means of electronic, optical, or magnetic media or devices, 

photographic or video images, or any other format or media, including, without 

limitation: distributor files and records; customer files and records, customer lists, 

customer product specifications, customer purchasing histories, customer service and 

support materials, customer approvals, and other information; credit records and 
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information; correspondence; referral sources; supplier and vendor files and lists; 

advertising, promotional, and marketing materials, including website content; sales 

materials; research and development data, files, and reports; technical information; data 

bases; studies; designs, drawings, specifications and creative materials; production 

records and reports; service and warranty records; equipment logs; operating guides and 

manuals; employee and personnel records; education materials; financial and accounting 

records; and other documents, information, and files of any kind.

U. “Cap Can®” means RBCC’s Aluminum Beverage Cans Products with a re-sealable cap 

opening. 

V. “Chicago Facility” means the aluminum beverage cans manufacturing plant located at 

1101 West 43rd Street, Chicago, IL 60609.

W. “Confidential Business Information” means information owned by, or in the possession 

or control of, RBCC that is not in the public domain and that is directly related to the 

conduct of the Aluminum Beverage Cans Business. The term “Confidential Business 

Information” excludes the following: 

1. information specifically excluded from the Aluminum Beverage Cans Business 

conveyed to the Acquirer;

2. information that is contained in documents, records, or books of RBCC that is 

provided to an Acquirer that is unrelated to the Aluminum Beverage Cans

Business acquired by that Acquirer or that is exclusively related to businesses or 

products retained by Respondent Rexam;

3. information that 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 law; and 

4. information that Respondent Rexam demonstrates to the satisfaction of the 

Commission, in the Commission’s sole discretion:

a. Was or becomes generally available to the public other than as a result of 

disclosure by Respondent Rexam;

b. Is necessary to be included in Respondent Rexam’s mandatory regulatory 

filings; PROVIDED, HOWEVER, that Respondent Rexam shall make all 

reasonable efforts to maintain the confidentiality of such information in 

the regulatory filings;
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c. Was available, or becomes available, to Respondent Ball on a nonconfidential basis, but only if, to the knowledge of Respondent Ball, the 

source of such information is not in breach of a contractual, legal, 

fiduciary, or other obligation to maintain the confidentiality of the 

information;

d. Is information the disclosure of which is consented to by the Acquirer;

e. Is necessary to be exchanged in the course of consummating the 

Acquisition or the transaction under the Divestiture Agreement or any 

Remedial Agreement;

f. Is disclosed in complying with the Order;

g. Is information the disclosure of which is necessary to allow Respondents 

to comply with the requirements and obligations of the laws of the United 

States and other countries, and decisions of Government Entities; or

h. Is disclosed in obtaining legal advice.

X. “Direct Cost” means a cost not to exceed the cost of labor, material, travel and other 

expenditures to the extent the costs are directly incurred to provide the relevant assistance 

or service.

Y. “Divestiture Agreement” means:

1. the Equity and Asset Purchase Agreement by and among Ardagh Group S.A., 

Ball Corporation, and Rexam PLC, dated April 22, 2016, and all amendments, 

exhibits, attachments, agreements, and schedules thereto, attached to this Order as 

Non-public Confidential Appendix A; or

2. any agreement that receives the prior approval of the Commission between 

Respondents (or between a Divestiture Trustee appointed pursuant to Paragraph 

IV. of this Order) and an Acquirer to purchase the Aluminum Beverage Cans

Business, and all amendments, exhibits, attachments, agreements, and schedules 

thereto that have been approved by the Commission.

Z. “Divestiture Date” means the date on which Respondent Rexam (or a Divestiture 

Trustee) closes on the divestiture of the Aluminum Beverage Cans Business as required 

by Paragraph II (or Paragraph IV) of this Order.

AA. “Employee Access Period” means one (1) year from the Divestiture Date.
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BB. “Fairfield Facility” means the aluminum beverage cans manufacturing plant located at 

2433 Crocker Circle, Fairfield, CA 94533.

CC. “Fremont Facility” means the aluminum beverage cans manufacturing plant located at 

2145 Cedar Street, Fremont, OH 43420; PROVIDED, HOWEVER, assets (including 

Intellectual Property) exclusively related to the manufacture and production of Cap Can® 

ends are excluded.

DD. “Geographic Territory” means the United States.

EE. “Government Entities” means any Federal, state, local or non-U.S. government, or any 

court, legislature, government agency, or government commission, or any judicial or 

regulatory authority of any government.

FF. “Intellectual Property” means:

1. Patents, and the rights to obtain and file for Patents, trademarks, and copyrights 

and registrations thereof and to bring suit against a third party for the past, present 

or future infringement, misappropriation, dilution, misuse or other violations of 

any of the foregoing;

2. product manufacturing technology, including process technology, technology for 

equipment, inspection technology, and research and development of product or 

process technology;

3. Product and manufacturing copyrights;

4. all plans (including proposed and tentative plans, whether or not adopted or 

commercialized), research and development, specifications, drawings, and other 

assets (including the non-exclusive right to use Patents, know-how, and other 

intellectual property relating to such plans);

5. product trademarks, trade dress, trade secrets, technology, know-how, techniques, 

data, inventions, practices, methods, and other confidential or proprietary 

technical, business, research, development, and other information, formulas, and 

proprietary information (whether patented, patentable or otherwise) related to the 

manufacture of the products, including, but not limited to, all product 

specifications, processes, analytical methods, product designs, plans, trade secrets, 

ideas, concepts, manufacturing, engineering, and other manuals and drawings, 

standard operating procedures, flow diagrams, chemical, safety, quality assurance, 

quality control, research records, clinical data, compositions, annual product 

reviews, regulatory communications, control history, current and historical 

information associated with any Government Entity approvals and compliance, 
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and labeling and all other information related to the manufacturing process, and 

supplier lists;

6. licenses including, but not limited to, third party software, if transferrable, and 

sublicenses to software modified by RBCC;

7. formulations and a description of all ingredients, materials, or components used in 

the manufacture of products; and

8. any other intellectual property used in the past by RBCC in the design, 

manufacture, and sale of products from the Aluminum Beverage Cans Business. 

GG. “Monitor” means any monitor appointed pursuant to Paragraph III of this Order or 

Paragraph III of the Order to Maintain Assets.

HH. “Monitor Agreement” means the Monitor Agreement dated February 25, 2016, between 

ING Financial Markets LLC, and Ball Corporation. The Monitor Agreement is attached 

as Appendix E to this Order.

II. “Olive Branch Facility” means the aluminum beverage cans manufacturing plant located 

at 10800 Marina Drive, Olive Branch, MS 38654. 

JJ. “Order to Maintain Assets” means the Order to Maintain Assets incorporated into and 

made a part of the Agreement Containing Consent Orders.

KK. “Patents” means pending patent applications, including provisional patent applications, 

invention disclosures, certificates of invention and applications for certificates of 

invention and statutory invention registrations, in each case existing as of the Acquisition

Date, and includes all reissues, additions, divisions, continuations, continuations-in-part,

supplementary protection certificates, extensions and reexaminations thereof, all 

inventions disclosed therein, and all rights therein provided by international treaties and 

conventions. 

LL. “Person” means any individual, partnership, firm, corporation, association, trust, 

unincorporated organization, or other business entity other than Respondents or Ardagh.

MM. “Remedial Agreement(s)” means:

1. Any agreement between Respondents and an Acquirer that is specifically 

referenced and attached to this Order, including all amendments, exhibits, 

attachments, agreements, and schedules thereto, related to the relevant assets or 

rights to be assigned, granted, licensed, and divested, transferred, delivered, or 

otherwise conveyed, and that has been approved by the Commission to 
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accomplish the requirements of the Order in connection with the Commission’s 

determination to make this Order final; and/or

2. Any agreement between Respondents and an Acquirer (or between a Divestiture 

Trustee and an Acquirer) that has been approved by the Commission to 

accomplish the requirements of this Order, including all amendments, exhibits, 

attachments, agreements, and schedules thereto, related to the relevant assets or 

rights to be assigned, granted, licensed, divested, transferred, delivered, or 

otherwise conveyed, and that has been approved by the Commission to 

accomplish the requirements of the Order.

NN. “Retained Business” means the assets and businesses of Respondents other than the 

Aluminum Beverage Cans Business. 

OO. “Retained Business Firewalled Employees” means Respondents’ employees of the 

Retained Business who have responsibilities over or are involved in establishing the 

pricing of Aluminum Beverage Cans Products.

PP. “Specialty Aluminum Beverage Cans” means specialty aluminum beverage cans of 

various sizes including, but not limited to: (1) 7.5-ounce slim cans; (2) 8-ounce slim

cans; (3) 12-ounce sleek cans; (4) 16-ounce cans; and (5) 24-ounce cans.

QQ. “Standard Aluminum Beverage Cans” means 12-ounce aluminum beverage cans.

RR. “Tangible Personal Property” means all machinery, equipment, tools, furniture, office 

equipment, computer hardware, supplies, materials, vehicles, rolling stock, and other 

items of tangible personal property (other than inventories) of every kind owned or leased 

by RBCC, together with any express or implied warranty by the manufacturers or sellers 

or lessors of any item or component part thereof and all maintenance records and other 

documents relating thereto.

SS. “Transition Services” means any transitional services required by the Acquirer for the 

operation of the divested business including, but not limited to administrative assistance 

(including, but not limited to, order processing, shipping, accounting, and information 

transitioning services), technical assistance, and supply agreements.

TT. “Transitional Services Agreement(s)” means:

1. The agreements between Respondents and Ardagh for the provision of Transition 

Services and attached to this Order as Non-Public Confidential Appendix B; or

2. Any agreement entered into between Respondents and an Acquirer (or the 

Divestiture Trustee and an Acquirer) for the provision of Transition Services.
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UU. “Valparaiso Facility” means the aluminum beverage cans manufacturing plant located at 

4001 Montdale Park Drive, Valparaiso, IN 46383.

VV. “Whitehouse Facility” means the aluminum beverage cans manufacturing plant located at 

10444 Waterville Street, Whitehouse, OH 43571.

WW. “Winston-Salem Facility” means the aluminum beverage cans manufacturing plant 

located at 4000 Old Milwaukee Lane, Winston-Salem, NC 27197.

II.

IT IS FURTHER ORDERED that:

A. Within ten (10) days of the Acquisition Date, Respondents shall divest the Aluminum 

Beverage Cans Business to Ardagh, pursuant to and in accordance with the Divestiture 

Agreement (which shall not limit or contradict, or be construed to vary from or 

contradict, the terms of this Order), and such agreement, if it becomes a Remedial 

Agreement related to the Aluminum Beverage Cans Business is incorporated by 

reference into this Order and made a part hereof;

PROVIDED, HOWEVER, if, at the time the Commission determines to make this Order 

final, the Commission notifies Respondent that Ardagh is not an acceptable Acquirer of 

the Aluminum Beverage Cans Business then Respondents shall immediately rescind the 

transaction with Ardagh, in whole or in part, as directed by the Commission, and shall

divest, license, and/or transfer the Aluminum Beverage Cans Business within six (6) 

months from the date this Order is issued, absolutely and in good faith, at no minimum 

price, to an Acquirer that receives the prior approval of the Commission and in a manner 

that receives the prior approval of the Commission;

PROVIDED FURTHER, HOWEVER, that if Respondents have complied with the terms 

of this Paragraph before the date on which this Order becomes final, and if, at the time 

the Commission determines to make this Order final, the Commission notifies 

Respondents that the manner in which the divestiture was accomplished is not acceptable, 

the Commission may direct Respondents or appoint the Divestiture Trustee, to effect 

such modifications to the manner of the divestiture to Ardagh (including, but not limited 

to, entering into additional agreements or arrangements) as the Commission may 

determine are necessary to satisfy the requirements of this Order.

B. At the Acquirer’s option and upon reasonable notice, for a period not to exceed the length 

of the Arizona-Rexam Supply Agreement, Respondents shall enter an Arizona Contract 

Manufacturing Agreement and shall purchase a supply of Specialty Aluminum Beverage 

Cans Products from the Acquirer in order to ensure that Arizona is able to obtain 
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Specialty Aluminum Beverage Cans Products on substantially the same terms as the 

Arizona-Rexam Supply Agreement.

C. If Respondents (or a Divestiture Trustee) enters into an Arizona Contract Manufacturing 

Agreement with the Acquirer, Respondents shall:

1. Purchase a supply of Specialty Aluminum Beverage Cans Products from the 

Acquirer: (i) at the same price set forth in the Arizona-Rexam Supply Agreement: 

(ii) at substantially the same quality as such Specialty Aluminum Beverage Cans 

Products are currently manufactured; and (iii) as supplied from the manufacturing 

locations that are geographically close to Arizona’s facilities as specified in the 

Arizona-Rexam Supply Agreement; 

2. Terminate, on reasonable notice and without cost or penalty to the Acquirer, the 

Arizona Contract Manufacturing Agreement if: (i) Arizona terminates the 

Arizona-Rexam Supply Agreement; or (ii) the Acquirer enters into a new 

agreement with Arizona for the supply of Specialty Aluminum Beverage Cans 

Products; and

3. Implement procedures to ensure that Confidential Business Information pertaining 

to any volumes Respondents purchase from the Acquirer pursuant to the Arizona 

Contract Manufacturing Agreement shall not be used, disclosed, or shared with 

any of Respondents’ Retained Business Firewalled Employees; PROVIDED, 

HOWEVER, Respondents may use or disclose this Confidential Business 

Information as necessary to comply with Paragraph II.F.

D. At the request of the Acquirer, for a period not to exceed eighteen (18) months from the 

Divestiture Date, Respondents shall provide, at no greater than Direct Cost, Transition 

Services from knowledgeable employees of Respondents to assist the Acquirer in the 

transfer of the Aluminum Beverage Cans Business from Respondents to the Acquirer in a 

timely and orderly manner pursuant to the Transitional Services Agreements.

E. Within ten (10) days of the Divestiture Date, Respondents shall submit to the Acquirer, at 

Respondents’ expense, all Business Records of the Aluminum Beverage Cans Business,

in good faith, and in a manner that ensures their completeness and accuracy and that fully 

preserves their usefulness; PROVIDED, HOWEVER, pending complete delivery of all 

such Business Records of the Aluminum Beverage Cans Business to the Acquirer, 

Respondents shall provide the Acquirer, and the Interim Monitor with access to all such 

Business Records of the Aluminum Beverage Cans Business and employees who possess 

or able to locate such information for the purposes of identifying the books, records, and 

files directly related to the Aluminum Beverage Cans Business and facilitating the 

delivery in a manner consistent with this Order.
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F. Respondents shall ensure that employees of the Respondents’ Retained Business shall not 

receive, have access to, use or continue to use, or disclose any Confidential Business 

Information pertaining to the Aluminum Beverage Cans Business except in the course of:

1. Performing their obligations as permitted under this Order or the Order to 

Maintain Assets;

2. Performing their obligations under any Remedial Agreement; or

3. Complying with financial reporting requirements or environmental, health, and 

safety policies and standards, ensuring the integrity of the financial and 

operational controls on the Aluminum Beverage Cans Business, obtaining legal 

advice, defending legal claims, investigations, or enforcing actions threatened or 

brought against the Aluminum Beverage Cans Business, or as required by law;

PROVIDED, HOWEVER, for purposes of this Paragraph, Respondents’ employees who 

provide or are involved in the receipt of support services under the Order to Maintain 

Assets shall be deemed to be performing obligations under this Order.

G. If the receipt, access to, use, or disclosure of Confidential Business Information 

pertaining to the Aluminum Beverage Cans Business is permitted to Respondents’

employees under Paragraph II.F. of this Order, Respondents shall limit such information 

(1) only to those Persons who require such information for the purposes permitted under 

Paragraph II.F., (2) only to the extent such Confidential Business Information is required, 

and (3) only after such Persons have signed an appropriate agreement in writing to 

maintain the confidentiality of such information.

H. Respondents shall enforce the confidentiality terms of this Order as to any Person other 

than the Acquirer of the Aluminum Beverage Cans Business and take such action as is 

necessary to cause each such Person to comply with these terms, including training of 

Respondents’ employees and all other actions that Respondents would take to protect its 

own trade secrets and proprietary information. 

I. From the date Respondents execute the Divestiture Agreement until the Employee 

Access Period terminates, Respondents shall provide a proposed Acquirer with the 

opportunity to recruit and employ any Aluminum Beverage Cans Designated Employee 

in conformance with the following:

1. No later than ten (10) days after a request from a proposed Acquirer, or staff of 

the Commission, Respondents shall provide a proposed Acquirer with the 

following information for each Aluminum Beverage Cans Designated Employee, 

as and to the extent permitted by law:
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a. name, job title or position, date of hire and effective service date;

b. a specific description of the employee’s responsibilities;

c. the base salary or current wages;

d. the most recent bonus paid, aggregate annual compensation for RBCC’s 

last fiscal year and current target or guaranteed bonus, if any;

e. employment status (i.e., active or on leave or disability; full-time or parttime);

f. any other material terms and conditions of employment in regard to such 

employee that are not otherwise generally available to similarly-situated 

employees; and

g. at a proposed Acquirer’s option, copies of all employee benefit plans and 

summary plan descriptions (if any) applicable to the relevant Aluminum 

Beverage Cans Designated Employee(s);

2. No later than ten (10) days after a request from a proposed Acquirer, Respondents

shall provide the proposed Acquirer with:

a. an opportunity to meet, personally and outside the presence or hearing of 

any employee or agent of Respondents, with any Aluminum Beverage 

Cans Designated Employee;

b. an opportunity to inspect the personnel files and other documentation 

relating to any such employee, to the extent permissible under applicable 

laws; and

c. to make offers of employment to any Aluminum Beverage Cans

Designated Employee;

3. Respondents shall (i) not interfere, directly or indirectly, with the hiring or 

employing by a proposed Acquirer of any Aluminum Beverage Cans Designated 

Employee, (ii) not offer any incentive to any Aluminum Beverage Cans 

Designated Employee to decline employment with a proposed Acquirer, (iii) not 

make any counteroffer to any Aluminum Beverage Cans Designated Employee 

who receives a written offer of employment from a proposed Acquirer, and (iv) 

remove any impediments within the control of Respondents that may deter any 

Aluminum Beverage Cans Designated Employee from accepting employment 

with a proposed Acquirer, including, but not limited to, any non-compete or 
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confidentiality provisions of employment or other contracts with Respondents that 

would affect the ability of such employee to be employed by a proposed 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.

J. Respondents shall provide reasonable financial incentives to the Aluminum Beverage 

Cans Divestiture Employees as needed to facilitate the employment of such employees by 

the Acquirer; PROVIDED, HOWEVER, (i) if the proposed Acquirer has made a written 

offer of employment to an Aluminum Beverage Can Divestiture Employee, and (ii) such 

employee has declined employment with the proposed Acquirer, then Respondents, in 

consultation with the Monitor (if one is appointed), shall make available a substitute 

employee with substantially the same skills and job function to the Acquirer for 

employment. 

K. For a period of two (2) years after the Divestiture Date, Respondents shall not, directly or 

indirectly, solicit, induce, or attempt to solicit or induce any Person employed by an 

Acquirer of the Aluminum Beverage Cans Business, to terminate his or her employment 

relationship with an Acquirer;

PROVIDED, HOWEVER, Respondents may: (1) advertise for employees in newspapers, 

trade publications, or other media, or engage recruiters to conduct general employee 

search activities, so long as these actions are not targeted specifically at any Aluminum 

Beverage Cans Designated Employees; and (2) hire employees of the Aluminum 

Beverage Cans Business who apply for employment with Respondents, so long as such 

individuals were not solicited by Respondents in violation of this paragraph; 

PROVIDED, FURTHER, HOWEVER, that this Paragraph shall not prohibit Respondents 

from making offers of employment to or employing any employee of the Aluminum 

Beverage Cans Business if an Acquirer has notified Respondents in writing that an 

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, or where the 

individual’s employment has been terminated by an Acquirer.

L. Until Respondents (or the Divestiture Trustee) complete the divestiture and other 

obligations to transfer the Aluminum Beverage Cans Business as required by this Order, 

Respondents shall take actions as are necessary to:
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1. Maintain the full economic viability and marketability of the Aluminum Beverage 

Cans Business;

2. Minimize any risk of loss of competitive potential for the Aluminum Beverage 

Cans Business;

3. Prevent the destruction, removal, wasting, deterioration, or impairment of any of 

the assets related to the Aluminum Beverage Cans Business; and

4. Not sell, transfer, encumber, or otherwise impair the Aluminum Beverage Cans 

Business (other than in the manner prescribed in this Order) nor take any action 

that lessens the full economic viability, marketability, or competitiveness of the 

Aluminum Beverage Cans Business.

M. The purpose of this Paragraph II is to ensure the continued use of the assets in the same 

businesses in which such assets were engaged at the time of the announcement of the 

Acquisition by Respondents, minimize the loss of competitive potential for the 

Aluminum Beverage Cans Business, minimize the risk of disclosure or unauthorized use 

of Confidential Business Information related to the Aluminum Beverage Cans Business; 

to prevent the destruction, removal, wasting, deterioration, or impairment of the 

Aluminum Beverage Cans Business, except for ordinary wear and tear; and to remedy the 

lessening of competition resulting from the Acquisition as alleged in the Commission’s 

Complaint.

III.

IT IS FURTHER ORDERED that:

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

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

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

as required by this Order, the Order to Maintain Assets and the Remedial Agreements. 

The Commission hereby appoints ING Financial Markets LLC (“ING”) as the Monitor 

and approves the Monitor Agreement between ING and Respondents which agreement, 

inter alia, names Philip Comerford, Jr., as ING designated Project Manager.

B. Not later than one (1) day after the appointment of the Monitor, Respondents shall, 

pursuant to the Monitor Agreement and to this Order, confer on the Monitor all the rights 

and powers necessary to permit the Monitor to monitor Respondents’ compliance with 

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

Order.
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C. The Monitor shall serve until the later of (1) eighteen (18) months after the Divestiture 

Date or (2) the termination of all Respondents’ obligations under all Remedial 

Agreements; PROVIDED, HOWEVER, the Commission may extend or modify this 

period as may be necessary to accomplish the purposes of this Order and the Order the 

Maintain Assets.

D. Respondents shall consent to the following terms and conditions regarding the powers, 

duties, authorities, and responsibilities of the Monitor:

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

compliance with the divestiture and asset maintenance obligations and related 

requirements of the Order, and shall exercise such power and authority and carry 

out the duties and responsibilities of the Monitor in a manner consistent with the 

purposes of the Order and in consultation with the Commission, including, but not 

limited to:

a. Assuring that Respondents expeditiously comply with all of their 

obligations and performs all of their responsibilities as required by this 

Order, the Order to Maintain Assets, and the Remedial Agreements;

b. Monitoring any Transition Services Agreements; and

c. Assuring that Confidential Business Information is not received or used by 

Respondents or the Acquirer, except as allowing in this Order and in the 

Order to Maintain Assets;

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

3. The Monitor shall serve for such time as is necessary to monitor Respondents’ 

compliance with the provisions of this Order, the Order to Maintain Assets, and 

the Remedial Agreements;

4. Subject to any demonstrated legally recognized privilege, the Monitor shall have 

full and complete access to Respondents’ personnel, books, documents, records 

kept in the ordinary course of business, facilities and technical information, and 

such other relevant information as the Monitor may reasonably request, related to 

Respondents’ compliance with its obligations under this Order, the Order to 

Maintain Assets, and the Remedial Agreements. Respondents shall cooperate 

with any reasonable request of the Monitor and shall take no action to interfere 

with or impede the Monitor’s ability to monitor Respondents’ compliance with 

this Order, the Order to Maintain Assets, and the Remedial Agreements;
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5. The 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 Monitor shall have the authority to employ, at the 

expense of Respondents, such consultants, accountants, attorneys, and other 

representatives and assistants as are reasonably necessary to carry out the 

Monitor’s duties and responsibilities. The Monitor shall account for all expenses 

incurred, including fees for services rendered, subject to the approval of the 

Commission;

6. Respondents shall indemnify the Monitor and hold the Monitor harmless against 

any losses, claims, damages, liabilities, or expenses arising out of, or in 

connection with, the performance of the 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 malfeasance, gross negligence, willful or wanton acts, or bad faith by 

the Monitor. For purposes of this Paragraph III, the term “Monitor” shall include 

all persons retained by the Monitor pursuant to Paragraph III.D.5 of this Order.;

7. Respondents shall report to the Monitor in accordance with the requirements of 

this Order and/or as otherwise provided in any agreement approved by the 

Commission. The Monitor shall evaluate the reports submitted to the Monitor by 

the Respondents, and any reports submitted by the Acquirer with respect to the 

performance of Respondents’ obligations under this Order, the Order to Maintain

Assets, and the Remedial Agreements;

8. Within one (1) month from the date the Monitor is appointed pursuant to this 

Paragraph, every sixty (60) days thereafter, and otherwise requested by the 

Commission, the Monitor shall report in writing to the Commission concerning 

performance by Respondents’ of their obligations under this Order, the Order to 

Maintain Assets, and the Remedial Agreements; 

9. Respondents may require the Monitor and each of the Monitors consultants, 

attorneys, and other representatives and assistants to sign a customary 

confidentiality agreement; PROVIDED, HOWEVER, such agreement shall not 

restrict the Monitor from providing any information to the Commission.

E. The Commission may, among other things, require the Monitor and each of the 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 Monitor’s duties.
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F. If the Commission determines that the Monitor has ceased to act or failed to act 

diligently, the Commission may appoint a substitute Monitor.

G. In the event a substitute Monitor is required, the Commission shall select the 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 the proposed substitute Monitor within ten (10) days after notice by the staff 

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

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

substitute Monitor. Not later than ten (10) days after appointment of a substitute 

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

the Commission, confers on the substitute Monitor all the rights and powers necessary to 

permit the substitute Monitor to monitor Respondent’s compliance with the terms of this 

Order, the Order to Maintain Assets, and the Remedial Agreements in a manner 

consistent with the purposes of this Order.

H. The Commission may on its own initiative, or at the request of the Monitor, issue such 

additional orders or directions as may be necessary or appropriate to assure compliance 

with the requirements of this Order, the Order to Maintain Assets, and the Remedial 

Agreements.

IV.

IT IS FURTHER ORDERED that:

A. If Respondents have not divested, absolutely and in good faith and with the 

Commission’s prior approval, the Aluminum Beverage Cans Business and otherwise 

fully complied with the obligations as required by Paragraph II of this Order, the 

Commission may appoint a Divestiture Trustee to divest the Aluminum Beverage Cans 

Business in a manner that satisfies the requirements of this Order. The Divestiture 

Trustee appointed pursuant to this Paragraph may be the same Person appointed as 

Monitor pursuant to the relevant provisions of this Order.

B. In the event that the Commission or the Attorney General brings an action pursuant to 

§ 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 relevant assets in accordance with the 

terms of this Order. Neither the appointment of a Divestiture Trustee nor a decision not 

to appoint a Divestiture Trustee under this Paragraph shall preclude the Commission or 

the Attorney General from seeking civil penalties or any other relief available to it, 

including a court-appointed Divestiture Trustee, pursuant to § 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.
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C. 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, including the 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.

D. Within ten (10) days after appointment of a Divestiture Trustee, Respondents shall 

execute an agreement that, subject to the prior approval of the Commission, transfers to 

the Divestiture Trustee all rights and powers necessary to permit the Divestiture Trustee 

to effect the relevant divestiture or transfer required by the Order.

E. If a Divestiture Trustee is appointed by the Commission or a court pursuant to this Order, 

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 assign, grant, license, divest, transfer, 

deliver, or otherwise convey the relevant assets that are required by this Order to 

be assigned, granted, licensed, divested, transferred, delivered, or otherwise 

conveyed, and to enter into Transitional Services agreements;

2. The Divestiture Trustee shall have twelve (12) months from the date the 

Commission approves the 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 twelve (12) month period, the Divestiture Trustee has 

submitted a plan of divestiture or believes that the divestiture can be achieved 

within a reasonable time, the divestiture 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 divestiture 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 assigned, granted, licensed, 

divested, delivered, or otherwise conveyed 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 in divestiture caused by Respondents shall extend the 
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time for divestiture under this Paragraph IV 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 best 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, that Respondents shall select such entity 

within five (5) days of 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 and, in the case of a court-appointed Divestiture Trustee, by the 

court, 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 gross negligence, willful or wanton acts, or bad 

faith by the Divestiture Trustee. For purposes of this Paragraph IV.E.6., the term 

“Divestiture Trustee” shall include all persons retained by the Divestiture Trustee 

pursuant to Paragraph IV.E.5. of this Order;
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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 thirty (30) 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; and

10. The Commission may require, among other things, the Divestiture Trustee and 

each of the Divestiture Trustee’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 Divestiture Trustee’s duties.

F. 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 IV.

G. 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.

V.

IT IS FURTHER ORDERED that:

A. The Remedial Agreements 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 an Acquirer or to reduce any obligations of 

the Respondents under such agreement.

B. The Remedial Agreements shall be incorporated by reference into this Order and made a 

part hereof.

C. Respondents shall comply with all provisions of the Remedial Agreements, and any 

breach by Respondents of any term of such agreement shall constitute a violation of this 

Order. If any term of the Remedial Agreements varies from the terms of this Order 

(“Order Term”), then to the extent that Respondents cannot fully comply with both terms, 
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the Order Term shall determine Respondents’ obligations under this Order. Any failure 

by the Respondents to comply with any term of such Divestiture Agreement shall 

constitute a failure to comply with this Order.

D. Respondents shall not modify or amend any of the terms of any Remedial Agreement 

without the prior approval of the Commission, except as otherwise provided in Rule 

2.41(f)(5) of the Commission’s Rules of Practice and Procedure, 16 C.F.R. § 2.41(f)(5). 

Notwithstanding any term of the Remedial Agreement(s), any modification or 

amendment of any Remedial Agreement made without the prior approval of the 

Commission, or as otherwise provided in Rule 2.41(f)(5), shall constitute a failure to 

comply with this Order.

VI.

IT IS FURTHER ORDERED that:

A. Within five (5) days of the Acquisition Date, Respondents shall submit to the 

Commission a letter certifying the date on which the Acquisition occurred.

B. Respondents shall submit to the Commission and, if appointed, the Monitor, 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:

a. Within thirty (30) days after the date this Order becomes final;

b. Every thirty (30) days thereafter until Respondents have fully divested, licensed, 

transferred and/or granted the Aluminum Beverage Cans Business to an Acquirer; 

and

c. Every three (3) months thereafter so long as Respondents have a continuing 

obligation under this Order and/or the Remedial Agreements to render services to the 

Acquirer or otherwise to comply with this Order.

C. At such other times as the Commission may request, Respondents shall submit to the 

Commission a verified written report setting forth in detail the manner and form in which

it has complied and is complying with this Order and any Remedial Agreement.
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VII.

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

thirty (30) days prior to:

A. Any proposed dissolution of Respondents;

B. Any proposed acquisition, merger, or consolidation of Respondents; or

C. Any other change in the Respondents, including, but not limited to, assignment and the 

creation or dissolution of subsidiaries, if such change might affect compliance obligations 

arising out of the Order.

VIII.

IT IS FURTHER ORDERED that, for the purpose of determining or securing 

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

request with reasonable notice to Respondents, with respect to any matter contained in this 

Order, Respondents shall permit any duly authorized representative of the Commission:

A. Access, during office hours and in the presence of counsel, to all facilities and access to 

inspect and copy all non-privileged books, ledgers, accounts, correspondence, 

memoranda and other records and documents in the possession or under the control of 

Respondents related to compliance with the Consent Agreement and/or this Order, which 

copying services shall be provided by Respondents at the request of the authorized 

representative of the Commission and at the expense of Respondents; and

B. Upon five (5) days’ notice to Respondents and without restraint or interference from 

them, to interview officers, directors, or employees of Respondents, who may have 

counsel present.

IX.

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

date it becomes final.

By the Commission.

Donald S. Clark

Secretary

SEAL:

ISSUED:
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NON-PUBLIC APPENDIX A

DIVESTITURE AGREEMENT

[Redacted From the Public Record Version, But Incorporated By Reference]
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NON-PUBLIC APPENDIX B

TRANSITION SERVICES AGREEMENT

[Redacted From the Public Record Version, But Incorporated By Reference]
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NON-PUBLIC APPENDIX C

ALUMINUM BEVERAGE CANS DIVESTITURE EMPLOYEES

[Redacted From the Public Record Version, But Incorporated By Reference]
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NON-PUBLIC APPENDIX D

ARIZONA CONTRACT MANUFACTURING AGREEMENT

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

MONITOR AGREEMENT