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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Joseph J. Simons, Chairman 

 Noah Joshua Phillips 

 Rohit Chopra

 Rebecca Kelly Slaughter

 Christine S. Wilson 

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In the Matter of 

 

QUAKER CHEMICAL CORPORATION, 

 a corporation; 

GLOBAL HOUGHTON LTD. 

 a corporation; 

GULF HOUGHTON LUBRICANTS LTD. 

 a corporation; 

 

and 

AMAS HOLDING SPF 

 a private asset management company. 

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) Docket No. C-4681 

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________________________________________________) 

ORDER TO MAINTAIN ASSETS

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

proposed acquisition by Quaker Chemical Corporation of the voting securities of Global 

Houghton Ltd., and (ii) the proposed acquisition of newly issued shares of Quaker Chemical 

Corporation stock by AMAS Holding Spf, the ultimate parent entity of Global Houghton Ltd. 

and Gulf Houghton Lubricants Ltd. (each a “Respondent,” and collectively “Respondents”). 

The Commission’s Bureau of Competition prepared and furnished to Respondents the Draft 

Complaint, which it proposed to present to the Commission for its consideration. If issued by 

the Commission, the Draft Complaint would charge Respondents with violations of Section 7 of 
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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.

Respondents and the Bureau of Competition executed an agreement (“Agreement 

Containing Consent Orders” or “Consent Agreement”), containing (1) an admission by 

Respondents of all the jurisdictional facts set forth in the Draft Complaint; (2) a statement that 

the signing of said agreement is for settlement purposes only and does not constitute an 

admission by Respondents that the law has been violated as alleged in the Draft Complaint; or 

that the facts as alleged in the Draft Complaint, other than jurisdictional facts, are true, (3) 

waivers and other provisions as required by the Commission’s Rules; and (4) a proposed 

Decision and Order and this Order to Maintain Assets. 

The Commission having thereafter considered the matter and having determined to accept 

the executed Consent Agreement and to place such Consent Agreement on the public record for a 

period of 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 issues its Complaint, makes the following jurisdictional findings, and issues 

this Order to Maintain Assets:

1. Respondent Quaker Chemical Corporation is a corporation organized, existing, and doing 

business under and by virtue of the laws of the Commonwealth of Pennsylvania with its 

executive offices and principal place of business located at One Quaker Park, 901 E. 

Hector Street, Conshohocken, Pennsylvania 19428-2380. 

2. Respondent Global Houghton Ltd. is a corporation organized, existing, and doing 

business under and by virtue of the laws of the Cayman Islands with its principal place of 

business located at Whitehall House, 238 North Church St., P.O. Box 1043, George 

Town Grand Cayman, Cayman Islands, KY1-1102, and its United States address for 

service of process of the Complaint, the Decision and Order, and the Order to Maintain 

Assets, as follows: Michael Baxter, Morgan, Lewis & Bockius LLP, 1701 Market 

Street, Philadelphia, Pennsylvania 19103-2921. 

 

3. Respondent Gulf Houghton Lubricants Ltd. is a corporation organized, existing, and 

doing business under and by virtue of the laws of the Cayman Islands with its executive 

offices and principal place of business located at Whitehall House, 238 North Church St., 

P.O. Box 1043, George Town Grand Cayman, Cayman Islands, KY1-1102, and its United 

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

Order to Maintain Assets, as follows: Michael Baxter, Morgan, Lewis & Bockius LLP, 

1701 Market Street, Philadelphia, Pennsylvania 19103-2921. 

4. Respondent AMAS Holding Spf is a société de gestion de patrimoine familial, organized, 

existing, and doing business under and by virtue of the laws of the Grand Duchy of 

Luxembourg, with its executive offices and principal place of business located at 412F, 
3 

Route d’Esch, L, 2086, Luxembourg City, Luxembourg, and its United States address for 

service of process of the Complaint, the Decision and Order, and the Order to Maintain 

Assets, as follows: Michael Baxter, Morgan, Lewis & Bockius LLP, 1701 Market 

Street, Philadelphia, Pennsylvania 19103-2921. 

5. The Commission has jurisdiction over the subject matter of this proceeding and over the 

Respondents, and the proceeding is in the public interest. 

ORDER

I. 

Definitions

IT IS HEREBY ORDERED that, as used in this Order to Maintain Assets, the 

following definitions and the definitions used in the Consent Agreement and the proposed 

Decision and Order (and when made final and effective, the Decision and Order), which are 

incorporated herein by reference and made a part hereof, shall apply:

“Quaker” means: Quaker Chemical Corporation; its directors, officers, employees, agents, 

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

divisions, groups, and affiliates, controlled by Quaker Chemical Corporation, and the respective 

directors, officers, general partners, employees, agents, representatives, successors, and assigns 

of each. 

“Houghton” means: Global Houghton Ltd.; its directors, officers, employees, agents, 

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

partnerships, groups, and affiliates, controlled by Global Houghton Ltd., and the respective 

directors, officers, general partners, employees, agents, representatives, successors, and assigns 

of each. 

“Gulf Houghton” means: Gulf Houghton Lubricants Ltd., its directors, officers, employees, 

agents, representatives, successors, and assigns; and the joint ventures, subsidiaries, divisions, 

partnerships, groups, and affiliates, controlled by Gulf Houghton Lubricants Ltd., and the 

respective directors, officers, general partners, employees, agents, representatives, successors, 

and assigns of each. 

“AMAS” means: AMAS Holding Spf, its directors, officers, members authorized to act on 

behalf of AMAS Holding Spf or manage AMAS Holding Spf, employees, agents, 

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

partnerships, groups, and affiliates, controlled by AMAS Holding Spf, and the respective 

directors, officers, general partners, employees, agents, representatives, successors, and assigns 

of each. 

A. 

B. 

C. 

D. 
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“Commission” means the Federal Trade Commission.

“Respondents” means Quaker, Houghton, Gulf Houghton, and AMAS, individually and 

collectively. 

“Decision and Order” means the following: 

1. Proposed Decision and Order contained in the Consent Agreement in this matter until 

the issuance of a final and effective Decision and Order by the Commission; and 

2. Final Decision and Order following its issuance and service by the Commission in this 

matter.

“Monitor” means any monitor appointed pursuant to Paragraph III of this Order to Maintain 

Assets or Paragraph IX of the Decision and Order. 

“Orders” means the Decision and Order and this Order to Maintain Assets. 

II. 

Asset Maintenance

IT IS FURTHER ORDERED that from the date this Order to Maintain Assets becomes 

final and effective and until Respondents fully transfer and deliver all of the Divestiture Product 

Assets to an Acquirer in the manner as required by the Decision and Order: 

Respondents shall take such actions as are necessary to maintain the full economic viability, 

marketability, and competitiveness of the Divestiture Product Businesses, to minimize any risk of 

loss of competitive potential for such Divestiture Product Business, and to prevent the 

destruction, removal, wasting, deterioration, or impairment of the Divestiture Product Assets

except for ordinary wear and tear. Respondents shall not sell, transfer, encumber, or otherwise 

impair the Divestiture Product Assets (other than in the manner prescribed in the Decision and 

Order), nor take any action that lessens the full economic viability, marketability, or 

competitiveness of the Divestiture Product Businesses. 

Respondents shall maintain the operations of the Divestiture Product Businesses in the regular 

and ordinary course of business and in accordance with past practice (including regular repair 

and maintenance of the assets of such business and as consistent with standard operating 

procedures to ensure professionalism, safety, and quality of any product or service offered by the 

business, to maintain all related manufacturing technology, to maintain compliance with all 

applicable Laws, and to maintain any licenses or approvals with any Government Entity) and/or 

as may be necessary to preserve the full economic viability, marketability, and competitiveness 

of such Divestiture Product Businesses, and shall use their best efforts to preserve the existing 

relationships with the following: customers; suppliers; licensors; licensees; advertisers; vendors 

E. 

F. 

G. 

H. 

T. 

A. 

B. 
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and distributors; Government Entities; employees; and others having business relations with the 

Divestiture Product Businesses. Respondents’ responsibilities shall include, but are not limited 

to, the following: 

1. providing the Divestiture Product Businesses with sufficient working capital to operate 

at least at current rates of operation, to meet all capital calls with respect to such 

business and to carry on, at least at their scheduled pace, all capital projects, business 

plans, and promotional activities for the Divestiture Product Businesses; 

2. continuing, at least at their scheduled pace, any expenditures for the Divestiture Product 

Businesses authorized prior to the date the Consent Agreement was signed by the 

Respondents; 

3. providing such resources as may be necessary to respond to competition prior to the 

complete transfer and delivery of the Divestiture Product Assets to an Acquirer; 

4. providing such resources as may be necessary to maintain the competitive strength and 

positioning of the Divestiture Product Businesses; 

5. making available for use by the Divestiture Product Businesses funds sufficient to 

perform all routine maintenance and all other maintenance as may be necessary to, and 

all replacements of, the Divestiture Product Assets; and

6. providing such support services to the Divestiture Product Businesses as were being 

provided to such Divestiture Product Businesses by Respondents as of the date the 

Consent Agreement was signed by Respondents. 

Respondents shall maintain a work force that is (i) at least as large (as measured in full time 

equivalents) as, and (ii) comparable in training, education, professionalism, and expertise to what 

has been associated with the Divestiture Product Businesses for the Divestiture Product 

Businesses’ last fiscal year.

Respondents shall:

1. not use, directly or indirectly, any Confidential Business Information other than as 

necessary to comply with the following: 

a. the requirements of the Orders; 

 

b. Respondents’ obligations to the Acquirer under the terms of any related Divestiture 

Agreement; or 

c. applicable Law; 

C. 

D. 
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2. not disclose or convey any such Confidential Business Information, directly or indirectly, 

to any Person except: 

a. the Acquirer; 

b. other Persons authorized by the Acquirer or staff of the Commission to receive such 

information; 

c. the Commission; or 

d. the Monitor; and

except to the extent necessary to comply with applicable Law; 

3. not provide, disclose or otherwise make available, directly or indirectly, any Confidential 

Business Information to the employees associated with the business that is being 

retained, owned, or controlled by the Respondents, other than those employees directly 

involved in providing Contract Manufacturing or Transition Services to the Acquirer or 

who are engaged in the transfer and delivery of the Manufacturing Technology to the 

Acquirer and only for the purposes of providing such products, assistance, and 

information to the Acquirer; 

4. institute procedures and requirements to ensure that the employees providing Contract 

Manufacturing or Transition Services to the Acquirer or who are engaged in the transfer

and delivery of the Manufacturing Technology to the Acquirer: 

a. do not provide, disclose or otherwise make available, directly or indirectly, any 

Confidential Business Information in contravention of the Orders; and

b. do not solicit, access or use any Confidential Business Information that they are 

prohibited from receiving for any reason or purpose; and

5. take all actions necessary and appropriate to prevent access to, and the disclosure or use 

of, the Confidential Business Information by or to any Person(s) not authorized to 

access, receive, and/or use such information pursuant to the terms of the Orders or the 

Divestiture Agreements, including: 

a. establishing and maintaining appropriate firewalls, confidentiality protections, 

internal practices, training, communications, protocols, and system and network 

controls and restrictions; 

b. to the extent practicable, maintaining Confidential Business Information separate 

from other data or information of the Respondents; and

c. ensuring by other reasonable and appropriate means that Confidential Business 
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Information is not shared with Respondents’ personnel engaged in the provision of 

the same or substantially the same type of Divestiture Product Businesses. 

III. 

Monitor

IT IS FURTHER ORDERED that:

James B. Mynaugh shall serve as the Monitor to observe and report on Respondents’ compliance 

with all of Respondents’ obligations as required by the Orders and the Divestiture Agreements. 

Not later than one (1) day after the Acquisition Date, Respondents shall confer on the Monitor all 

rights, powers, and authorities necessary to monitor each Respondent’s compliance with the 

terms of the Orders. 

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 each Respondent’s 

compliance with the divestiture and asset maintenance obligations and related 

requirements of the Orders, 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 

Orders and in consultation with the Commission;

2. The Monitor shall act in consultation with the Commission or its staff, and shall serve as 

an independent third party and not as an employee or agent of the Respondents or of the 

Commission; and

3. The Monitor shall serve until Respondents complete the following in a manner required 

by the Decision and Order: 

a. the transfer and delivery of all of the Divestiture Product Assets to the 

Acquirer; 

b. the transfer and delivery of all of the Manufacturing Technology to the 

Acquirer;

c. the transfer and delivery of all Confidential Business Information to the 

Acquirer; and

d. the provision of all Transition Services to the Acquirer. 

A. 

B. 

C. 
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Subject to any demonstrated legally recognized privilege, the Monitor shall have full and 

complete access to each Respondent’s 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 that Respondent’s compliance with its obligations 

under the Orders. 

Each Respondent 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 that Respondent’s compliance 

with the Orders. 

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 authority to employ, at the expense of Respondents, such consultants (including information 

technology experts), accountants, attorneys, and other representatives and assistants as are 

reasonably necessary to carry out the Monitor’s duties and responsibilities. 

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 gross negligence, willful or wanton acts, or bad faith by the Monitor. 

Respondents shall report to the Monitor in accordance with the requirements of the Orders and as 

otherwise provided in any agreement approved by the Commission. The Monitor shall evaluate 

the reports submitted to the Monitor by a Respondent, and any reports submitted by the Acquirer 

with respect to the performance of a Respondent’s obligations under the Orders. Within thirty 

(30) days after the date this Order to Maintain Assets is issued and every thirty (30) days 

thereafter, and at such other times as my be requested by staff of the Commission, the Monitor 

shall report in writing to the Commission concerning performance by the Respondents of the 

Respondents’ obligations under the Orders. After the Decision and Order becomes final, the 

Monitor shall report to the Commission as described in Paragraph IX.H of the Decision and

Order. 

Respondents may require the Monitor and each of the 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 Monitor from providing any 

information to the Commission.

The Commission, among other things, may 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. 

D. 

E. 

F. 

G. 

H. 

I. 

J. 
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If the Commission determines that the Monitor has ceased to act or failed to act diligently, the 

Commission may appoint a substitute Monitor in the following manner: 

1. the Commission shall select the substitute Monitor, subject to the consent of Respondent 

Quaker, which consent shall not be unreasonably withheld; 

2. if Respondent Quaker has not opposed, in writing, including the reasons for opposing, 

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

Commission to Respondent Quaker of the identity of any proposed Monitor, 

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

Monitor; 

3. not later than ten (10) days after the Commission’s appointment of the substitute 

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

the Commission, confers on that Monitor all the rights, powers, and authorities necessary 

to permit that Monitor to monitor each Respondent’s compliance with the Orders in a 

manner consistent with the purposes of the Orders. 

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 the Orders.

The Monitor appointed pursuant to this Order to Maintain Assets may be the same Person 

appointed as the Monitor pursuant to the Decision and Order.

The Monitor appointed pursuant to this Order to Maintain Assets may be the same Person 

appointed as a Divestiture Trustee pursuant to the relevant provisions of the Decision and Order.

IV. 

Compliance Reports

IT IS FURTHER ORDERED that: 

Within thirty (30) days after the date this Order to Maintain Assets is issued by the Commission, 

and every ninety (90) days thereafter until Respondents have fully complied with this Order to 

Maintain Assets, 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 the Orders (“Compliance Reports”). 

Each Compliance Report shall contain sufficient information and documentation to enable the 

Commission independently to determine whether Respondents are in compliance with the 

Orders. Conclusory statements that Respondents have complied with their obligations under the 

K, 

L. 

M . 

N. 

A. 

B. 
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Orders are insufficient. Respondents shall include in their Compliance Reports, among other 

things that are required from time to time, a full description of the efforts being made to comply 

with the Orders, including: 

1. a detailed description of all substantive contacts, negotiations, or recommendations 

related to (i) the transfer and delivery of all of the Divestiture Product Assets to the 

Acquirer, (ii) the transfer and delivery of all of the Manufacturing Technology to the 

Acquirer, (iii) the transfer and delivery of all Confidential Business Information to the 

Acquirer; (iv) the provision of Transition Services to the Acquirer; and

2. a detailed description of the timing for the completion of such obligations. 

Respondents shall verify each Compliance Report in the manner set forth in 28 U.S.C. § 1746 by 

the Chief Executive Officer or other officer or employee specifically authorized to perform this 

function. Respondents shall submit an original and 2 copies of each Compliance Report as 

required by Commission Rule 2.41(a), 16 C.F.R. § 2.41(a), including a paper original submitted 

to the Secretary of the Commission and electronic copies to the Secretary at 

ElectronicFilings@ftc.gov and to the Compliance Division at bccompliance@ftc.gov. In 

addition, Respondents shall provide a copy of each Compliance Report to the Monitor. 

After the Decision and Order in this matter becomes final and effective, the reports due under 

this Order to Maintain Assets may be consolidated with, and submitted to the Commission on the 

same timing as, the Compliance Reports required to be submitted by Respondents pursuant to the 

Decision and Order. 

V. 

Change in Respondents

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

thirty (30) days prior to: 

any proposed dissolution of: Quaker Chemical Corporation; Global Houghton Ltd.; Gulf 

Houghton Lubricants Ltd.; or AMAS Holding Spf; 

any proposed acquisition, merger, or consolidation of: Quaker Chemical Corporation; Global 

Houghton Ltd.; Gulf Houghton Lubricants Ltd.; or AMAS Holding Spf; or 

any other change in a Respondent including assignment and the creation or dissolution of 

subsidiaries, if such change might affect compliance obligations arising out of the Orders. 

C. 

D. 

A. 

B. 

C. 
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VI. 

Access

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 a Respondent made to its principal place of business as identified in 

the Orders, registered office of its United States subsidiary, or its headquarters address, the 

notified Respondent shall, without restraint or interference, permit any duly authorized 

representative of the Commission: 

access, during business office hours of that Respondent and in the presence of counsel, to all 

facilities and access to inspect and copy all business and other records and all documentary 

material and electronically stored information as defined in Commission Rules 2.7(a)(1) and (2), 

16 C.F.R. § 2.7(a)(1) and (2), in the possession or under the control of that Respondent related to 

compliance with this Order, which copying services shall be provided by that Respondent at the 

request of the authorized representative(s) of the Commission and at the expense of that 

Respondent; and

to interview officers, directors, or employees of that Respondent, who may have counsel present, 

regarding such matters.

VII. 

Purpose

IT IS FURTHER ORDERED that the purpose of this Order to Maintain Assets is to 

maintain the full economic viability, marketability and competitiveness of the Divestiture 

Product Businesses through its full transfer and delivery to an Acquirer; to minimize any risk of 

loss of competitive potential for the Divestiture Product Businesses; and to prevent the 

destruction, removal, wasting, deterioration, or impairment of any of the Divestiture Product 

Assets except for ordinary wear and tear. 

VIII. 

Term

IT IS FURTHER ORDERED that this Order to Maintain Assets shall terminate on the 

later of:

three (3) days after the Commission withdraws its acceptance of the Consent Agreement pursuant 

to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34; or 

the day after all of the Divestiture Product Assets and Manufacturing Technology have been 

transferred to and are in the physical possession of the Acquirer, as required by and described in 

the Decision and Order; or 

A. 

B. 

A. 

B. 
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the day the Commission otherwise directs that this Order to Maintain Assets is terminated.

By the Commission,

April J. Tabor 

Acting Secretary

SEAL

ISSUED: July 23, 2019 

C.