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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Maureen K. Ohlhausen, Acting Chairman

Terrell McSweeny

_______________________________________________

)

In the Matter of )

)

THE SHERWIN-WILLIAMS COMPANY, )

a corporation, )

)

and ) Docket No. C-4621

)

THE VALSPAR CORPORATION, )

a corporation. )

)

________________________________________________)

DECISION AND ORDER

[Public Record Version]

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

proposed acquisition by Respondent The Sherwin-Williams Company (“SW”) of the voting 

securities of Respondent The Valspar Corporation (“Valspar”), collectively “Respondents,” and 

Respondents having been furnished thereafter with a copy of a draft of the Complaint that the 

Bureau of Competition proposed to present to the Commission for its consideration and which, if 

issued by the Commission, would charge Respondents with violations of Section 7 of the 

Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, 

as amended, 15 U.S.C. § 45; and 

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

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

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

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

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

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

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

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

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

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

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

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

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

Decision and Order (“Order”):

1. Respondent The Sherwin-Williams Company is a corporation organized, existing, and 

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

offices and principal place of business located at 101 Prospect Avenue NW, Cleveland, 

Ohio 44115.

2. Respondent The Valspar Corporation is a corporation organized, existing, and doing 

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

offices and principal place of business located at 1101 South Third Street, Minneapolis, 

Minnesota 55415. 

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 shall 

apply:

A. “SW” means The Sherwin-Williams Company, its directors, officers, employees, agents, 

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

divisions, groups, and affiliates in each case controlled by The Sherwin-Williams 

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

successors, and assigns of each. SW includes Valspar, after the Acquisition Date.

B. “Valspar” means The Valspar 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 The Valspar Corporation, and 

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

assigns of each.

C. “Respondents” means SW and Valspar, individually and collectively. 
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D. “Commission” means the Federal Trade Commission.

E. “Acquirer” means:

1. Axalta; or

2. Any other Person approved by the Commission to acquire the Industrial Wood 

Coatings Business pursuant to this Decision and Order.

F. “Acquisition” means the proposed acquisition by Respondent SW of all the voting 

securities of Respondent Valspar described in the Agreement and Plan of Merger, dated 

as of March 19, 2016, among The Sherwin-Williams Company, Viking Merger Sub, Inc., 

a wholly owned subsidiary of SW, and The Valspar Corporation, and any amendments, 

exhibits, or schedules attached thereto.

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

H. “Axalta” means Axalta Coating Systems Ltd., an exempted company organized, existing, 

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

principal executive offices located at 2001 Market Street, Philadelphia, Pennsylvania

19103.

I. “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 

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.

J. “Cornwall Facility” means the industrial wood coatings facility located at 1915 Second 

Street West, Cornwall, Ontario Canada K6H 5R6.
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K. “Confidential Business Information” means information owned by, or in the possession 

or control of, Respondent Valspar that is not in the public domain and that is directly 

related to the conduct of the Industrial Wood Coatings Business. The term “Confidential 

Business Information” excludes the following: 

1. Information that is contained in documents, records, or books of Respondent 

Valspar that is provided to an Acquirer that is unrelated to the Industrial Wood 

Coatings Business acquired by the Acquirer or that is exclusively related to the 

Retained Business;

2. Information that Respondent Valspar can demonstrate 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 Valspar;

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

filings; provided, however, that Respondent Valspar shall make all 

reasonable efforts to maintain the confidentiality of such information in 

the regulatory filings;

c. Was available, or becomes available, to Respondent SW on a nonconfidential basis, but only if, to the knowledge of Respondent SW, 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. Was independently developed by Respondent without reference to 

Confidential Business Information;

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

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

Acquisition or the transaction under the Divestiture Agreement or any 

Remedial Agreement;

g. Is disclosed in complying with the Order;

h. 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

i. Is disclosed in obtaining legal advice.
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L. “Copyrights” means rights to all original works of authorship of any kind and any 

registrations and applications for registrations thereof, and all copyrightable works, 

registered and unregistered copyrights in both published works and unpublished works, 

and all applications, registrations, and renewals in connection therewith.

M. “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.

N. “Divestiture Agreement” means:

1. the Asset Purchase Agreement by and among The Valspar Corporation, Axalta 

Coating Systems Ltd., and The Sherwin-Williams Company, dated April 11, 

2017, and all amendments, exhibits, attachments, agreements, and schedules 

thereto, attached to this Order as Non-Public 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 Industrial Wood Coatings 

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

thereto that have been approved by the Commission.

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

on the divestiture of the Industrial Wood Coatings Business as required by Paragraph II 

(or Paragraph IV) of this Order.

P. “Employee Access Period” means one (1) year from the Divestiture Date.

Q. “Geographic Territory” means the United States of America, Canada, and Mexico.

R. “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.

S. “High Point 1647 English Facility” means the industrial wood coatings facility located at 

1647 English Road, High Point, North Carolina 27262.

T. “High Point 1717 English Facility” means the industrial wood coatings facility located at 

1717 English Road, High Point, North Carolina 27262.

U. “High Point 1908 S Elm Facility” means the industrial wood coatings leased warehouse 

facility located at 1908 South Elm Street, High Point, North Carolina 27260.

V. “High Point 2137 Brevard Facility” means the industrial wood coatings facility located at 

2137 Brevard Road, High Point, North Carolina 27263.
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W. “Industrial Wood Coatings Business” means all of Respondent Valspar’s rights, title, and 

interest in and to all assets primarily related to the operation or conduct of Respondent 

Valspar’s business of designing, developing, manufacturing, marketing, servicing, 

distributing and selling of Industrial Wood Coatings Products in the Geographic 

Territory, wherever located, and all improvements and additions thereto, as of the 

Divestiture Date, including, but not limited to:

1. The Industrial Wood Coatings Facilities;

2. The Industrial Wood Coatings Research and Development Assets;

3. The Industrial Wood Coatings Color Studio Assets;

4. The Industrial Wood Coatings Contracts;

5. The Industrial Wood Coatings Intellectual Property;

6. The Tangible Personal Property;

7. All inventories primarily relating to the Industrial Wood Coatings Products, both 

finished goods and inputs affiliated with an Industrial Wood Coatings Facility, 

wherever located;

8. 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 Industrial Wood Coatings 

Products, and all pending applications therefor or renewals thereof, to the extent 

legally transferable; and

9. All Business Records relating to the research, development, manufacture, 

distribution, marketing, or sale of Industrial Wood Coatings 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 Industrial 

Wood Coatings 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 Industrial Wood Coatings

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, and 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.
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X. “Industrial Wood Coatings Color Studio Assets” means all assets, including, but not 

limited to, research and development equipment, located at the Los Angeles, California 

Color Studio of Respondent Valspar and used exclusively or primarily by any Industrial 

Wood Coatings Employee.

Y. “Industrial Wood Coatings Contracts” means all agreements and contracts with 

customers, 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 primarily to the Industrial Wood 

Coatings Business.

Z. “Industrial Wood Coatings Employee” means any person employed by Valspar (i) who 

has spent over fifty percent (50%) of his or her time, from January 2016 to December 

2016, working for or on behalf of the Industrial Wood Coatings Business, wherever 

located; or (ii) identified by agreement between Respondents and an Acquirer and made a 

part of a Divestiture Agreement.

AA. “Industrial Wood Coatings 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 

Valspar, and all Tangible Personal Property, therein, at the High Point 1717 English 

Facility, High Point 2137 Brevard Facility, Cornwall Facility, High Point 1908 South 

Elm Facility, and High Point 1647 English Facility; provided, however, that parts, 

inventory, designs, or other assets located at or within the Industrial Wood Coatings 

Facilities and primarily used by or for the Retained Business may be excluded.

BB. “Industrial Wood Coatings Intellectual Property” means all Intellectual Property used 

exclusively or primarily by or in connection with the Industrial Wood Coatings Products 

or the Industrial Wood Coatings Business that is owned, licensed, held, or controlled by 

Respondent Valspar as of the Acquisition Date, and all rights to obtain and file for 

Patents, Trademarks, and Copyrights and registrations thereof, and to sue and recover 

damages or to obtain injunctive relief for infringement, dilution, misappropriation, 

misuse, violation, or breach of any of the foregoing Industrial Wood Coatings Intellectual 

Property; provided, however, that “Industrial Wood Coatings Intellectual Property” does 

not include the corporate names or corporate trade dress of Respondent Valspar (e.g., 

“Valspar,” “Val,” or “Spar”), or the related corporate logos thereof, or general registered 

images or symbols by which Respondent Valspar can be identified or defined.

CC. “Industrial Wood Coatings Products” means the paints, primers, varnishes, glazes, 

sealers, lacquers, stains, colorants, catalysts, reducers, thinners, masks, fillers, pastes, 

retarders, additives, and other coatings and coating-related products and services that are 

currently, or have been offered, sold or made available to customers (as well as any 

related products or services that are currently in development) by Respondent Valspar 
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through its “Valspar Wood” or “Valspar Flooring” business for use in manufacturing 

cabinets, furniture (and related products including caskets and musical instruments), 

flooring, and building products (including exterior composites, structural panels, siding 

and trim, doors and windows, floors, paneling, tileboard, interior composites, and 

moldings). 

DD. “Industrial Wood Coatings Research and Development Assets” means all assets, 

including, but not limited to, research and development equipment, application 

engineering equipment, and accelerated exposure equipment, located at the Minneapolis, 

Minnesota research and development lab of Respondent Valspar and used exclusively or 

primarily by any Industrial Wood Coatings Employee.

EE. “Input Price” means the internal transfer pricing of inputs, including, but not limited to, 

resins, colorants, other raw materials, or finished goods, used in the Industrial Wood 

Coatings Business and obtained from subsidiaries or affiliates of Respondent Valspar that 

are not part of the Industrial Woods Coatings Business, as calculated in a manner 

consistent with the internal transfer pricing of Respondent Valspar prior to the 

Acquisition Date.

FF. “Intellectual Property” means all intellectual property that is owned, licensed, or 

controlled by Respondent Valspar as of the Acquisition Date, and all associated rights 

thereto, including all of the following:

1. Patents;

2. Trademarks and Trade Dress;

3. Manufacturing Technology;

4. Copyrights;

5. Trade Secrets; and 

6. Software.

GG. “Intellectual Property License” means an irrevocable, fully paid-up and royalty-free 

license to the Trademarks, corporate names or corporate trade dress of Respondent 

Valspar (i.e., “Valspar,” “Val,” or “Spar”) with rights to sublicense approved by the 

Commission and sufficient for an Acquirer to operate the Industrial Wood Coatings 

Business for a transitional period in substantially the same manner as Respondent 

Valspar prior to the Acquisition.
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HH. “Manufacturing Technology” means all technology (including process technology,

technology for equipment, inspection technology, and research and development of 

product or process technology), Trade Secrets, formulas, formulations, descriptions of all 

ingredients, materials, or components, and proprietary information (whether patented, 

patentable, or otherwise) used in the manufacture of products.

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

JJ. “Monitor Agreement” means the Monitor Agreement dated May 19, 2017, between 

Analysis Group, Inc. and The Sherwin-Williams Company. The Monitor Agreement is 

attached as Appendix D to this Order.

KK. “Patents” means all patents, patent applications, including provisional patent

applications, invention disclosures, certificates of invention and applications for 

certificates of invention, and statutory invention registrations, in each case filed or 

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.

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 

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 

Industrial Wood Coatings Business.
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OO. “Software” means computer programs, including all software implementations of 

algorithms, models, and methodologies whether in source code or object code form, 

databases and compilations, including any and all data and collections of data, all 

documentation, including user manuals and training materials, related to the foregoing 

and the content and information contained on any website; provided, however, that 

“Software” does not include software that is readily purchasable or licensable from 

sources other than the Respondents and which has not been modified in a manner 

material to the use or function thereof (other than user preference settings).

PP. “Supply Agreement” means any agreement approved by the Commission between 

Respondents and an Acquirer for the supply of inputs to the manufacture of Industrial 

Wood Coatings Products that prior to the Divestiture Date were supplied to the Industrial 

Wood Coatings Business by subsidiaries or affiliates of Respondent Valspar that are not 

included in the Industrial Wood Coatings Business.

QQ. “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 Respondent Valspar and primarily related to the operation of the Industrial Wood 

Coatings Business, 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.

RR. “Third Party(ies)” means any Person other than the Respondents or the Acquirer.

SS. “Toll Manufacturing Agreement” means any agreement approved by the Commission 

between Respondents and an Acquirer for the supply of Industrial Wood Coating 

Products.

TT. “Trade Dress” means the current trade dress of a product, including, but not limited to, 

product packaging and the lettering of the product trade name or brand name.

UU. “Trade Secrets” means all trade secrets, know-how, data, practices, methods, and 

confidential or proprietary information (whether patented, patentable, or otherwise), 

including, but not limited to: ideas, inventions, and concepts; research and development;

plans (including proposed and tentative plans, whether or not adopted or 

commercialized); formulas; techniques; compositions; technical data and information;

designs; drawings; specifications; technology; processes; analytical methods; 

manufacturing, engineering, and other manuals and drawings; standard operating 

procedures; flow diagrams; chemical, safety, and general quality assurance and quality 

control methods, processes, and history; research records; clinical data; annual product 

reviews; regulatory communications; current and historical information associated with 

any Government Entity approvals and compliance; labeling and all other information 

related to the manufacturing process; and supplier lists.
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VV. "Trademark(s)” means all proprietary names or designations, registered and unregistered 

trademarks, service marks, trade names, brand names, commercial names, “doing 

business as” (d/b/a) names, logos, and slogans, together with all translations, adaptions, 

derivations, and combinations thereof, including registrations and applications for 

registration therefor (and all renewals, modifications, and extensions thereof), all 

common law rights, and all goodwill symbolized thereby and associated therewith.

WW. “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), and technical assistance.

XX. “Transition Services Agreement(s)” means:

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

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

2. Any agreement approved by the Commission entered into between Respondents 

and an Acquirer (or the Divestiture Trustee and an Acquirer) for the provision of 

Transition Services.

II.

IT IS FURTHER ORDERED that:

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

Wood Coatings Business and grant an Intellectual Property License to Axalta, 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 Industrial Wood Coatings 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 Respondents that Axalta is not an acceptable Acquirer of the 

Industrial Wood Coatings Business then Respondents shall immediately rescind the 

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

divest, license, and/or transfer the Industrial Wood Coatings 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;
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Provided further, 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 Axalta (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. Prior to the Divestiture Date, Respondents shall secure all consents and waivers from any 

Third Parties or Government Entities that are necessary for the divestiture of the 

Industrial Wood Coatings Business to the Acquirer, or for the continued research, 

development, manufacture, distribution, marketing, or sale of Industrial Wood Coatings 

Products by the Acquirer; provided, however, that Respondents may satisfy this 

requirement by certifying that the Acquirer has entered into equivalent agreements or 

arrangements directly with the relevant Third Party(ies) or otherwise obtained all 

necessary consents and waivers. 

C. At the request of the Acquirer, for a period not to exceed two (2) years following the 

Divestiture Date, Respondents shall enter into a Toll Manufacturing Agreement with the 

Acquirer to supply the Acquirer with Industrial Wood Coatings Products at no more than 

Respondents’ Input Price.

D. At the request of the Acquirer, for a period not to exceed five (5) years following the 

Divestiture Date, Respondents shall enter into a Supply Agreement with the Acquirer to 

supply inputs to the manufacture of Industrial Wood Coatings Products in a manner 

consistent with the operation of the Industrial Wood Coatings Business prior to the 

Acquisition Date, at no more than the Input Price; 

Provided however, that nothing in this Order shall prohibit Respondents from supplying 

the Acquirer with inputs to the manufacture of Industrial Wood Coatings Products after 

the term of the Supply Agreement as mutually agreed between Respondents and the 

Acquirer.

E. Respondents shall, at the option of the Acquirer provide Transition Services to the 

Acquirer pursuant to a Transition Services Agreement that receives the prior approval of 

the Commission. Provided, however, that such Agreement shall provide that: (i) the 

Acquirer may terminate the Agreement or any portion thereof at any time, without cost or 

penalty to the Acquirer, upon commercially reasonable notice to Respondents; and (ii) at 

the Acquirer’s request, Respondents shall agree to extend the term as to any Transition 

Service(s) for an additional period such that the period in which Respondents are obliged 

to provide any Transition Service(s) in total does not exceed two years. At the Acquirer’s 

request, Respondents shall agree to extend the term of any Transition Service(s) for up to 

an additional one (1) year, and shall file with the Commission any request for prior 
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approval to extend the term of such Transition Services. The Transition Services 

provided pursuant to a Transition Services Agreement shall be at no greater than 

Respondents’ Direct Cost, provided, however, that Respondents may agree with the 

Acquirer to use a reasonable estimate of Direct Cost.

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

Respondents’ expense, all Business Records of the Industrial Wood Coatings 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 Industrial Wood Coatings Business to the Acquirer, Respondents 

shall provide the Acquirer, and the Monitor, with access to all such Business Records of 

the Industrial Wood Coatings Business and employees who possess or are able to locate 

such information for the purposes of identifying the books, records, and files directly 

related to the Industrial Wood Coatings Business and facilitating their delivery in a 

manner consistent with this Order.

G. 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 Industrial Wood Coatings Business except in the course of:

1. Performing their obligations as permitted under this Order;

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 Industrial Wood Coatings Business, obtaining legal 

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

brought against the Industrial Wood Coatings Business, or as required by law.

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

pertaining to the Industrial Wood Coatings Business is permitted to Respondents’

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

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

Paragraph II.G., (ii) only to the extent such Confidential Business Information is 

required, and (iii) only after such Persons have signed an appropriate agreement in 

writing to maintain the confidentiality of such information, including training of 

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

their own trade secrets and proprietary information.

I. Respondents shall enforce the confidentiality terms of this Order as to any Third Parties

and take such actions as are necessary to cause each such Person to comply with these

terms, including all actions that Respondents would take to protect their own trade secrets 

and proprietary information. 
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J. 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 Industrial Wood Coatings 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 Industrial Wood Coatings Employee, as and to the 

extent permitted by law:

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 Valspar’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 Industrial 

Wood Coatings 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 Industrial Wood 

Coatings 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. an opportunity to make offers of employment to any Industrial Wood 

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

employing by a proposed Acquirer of any Industrial Wood Coatings Employee, 

(ii) not offer any incentive to any Industrial Wood Coatings Employee to decline 

employment with a proposed Acquirer, (iii) not make any counteroffer to any 

Industrial Wood Coatings 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 Industrial Wood Coatings Employee from 

accepting employment with a proposed Acquirer, including, but not limited to, 

any non-compete or 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.

K. Respondents shall provide reasonable financial incentives to the senior management of 

the Industrial Wood Coatings Business, as listed in Non-Public Appendix C to this Order,

as needed to facilitate the employment of such employees by the Acquirer. 

L. 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 Industrial Wood Coatings

Employee to terminate his or her employment relationship with an Acquirer;

Provided, however, Respondents may: (i) 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 Industrial Wood 

Coatings Employees; and (ii) hire employees of the Industrial Wood Coatings Business 

who apply for employment with Respondents, so long as such individuals were not 

solicited by Respondents in violation of this paragraph; 

Provided further, that this Paragraph shall not prohibit Respondents from making offers 

of employment to or employing any employee of the Industrial Wood Coatings Business 

if an Acquirer has notified Respondents in writing that the 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.

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

obligations to transfer the Industrial Wood Coatings 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 Industrial Wood 

Coatings Business;

2. Minimize any risk of loss of competitive potential for the Industrial Wood 

Coatings Business;

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

the assets related to the Industrial Wood Coatings Business; and

4. Not sell, transfer, encumber, or otherwise impair the Industrial Wood Coatings

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 

Industrial Wood Coatings Business.

N. The purpose of this Paragraph II is to ensure the continued use of the relevant 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 

Industrial Wood Coatings Business, minimize the risk of disclosure or unauthorized use 

of Confidential Business Information related to the Industrial Wood Coatings Business,

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

Wood Coatings Business, except for ordinary wear and tear, and 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 and the Remedial Agreements. The Commission hereby 

appoints Rebecca Kirk Fair of Analysis Group, Inc. as the Monitor and approves the 

Monitor Agreement between Analysis Group, Inc. and Respondents.

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.

C. The Monitor shall serve until the later of (i) five (5) years after the Divestiture Date or (ii) 

the termination of all Respondents’ obligations under the Supply Agreement, the Toll 

Manufacturing Agreement, and the Transition Services Agreements; provided, however,

the Commission may extend or modify this period as may be necessary to accomplish the 

purposes of this Order.
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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 or its staff, 

including, but not limited to:

a. Assuring that Respondents expeditiously comply with all of their 

obligations and perform all of their responsibilities as required by this 

Order and the Remedial Agreements;

b. Monitoring any Transition Services Agreement, any Supply Agreement 

(including by confirming the Input Prices) and any Toll Manufacturing 

Agreement (including by confirming any Input Prices); and

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

Respondents except as allowed in this Order;

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 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 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 and the Remedial 

Agreements;

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;
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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 and the Remedial 

Agreements;

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

Paragraph, every thirty (30) days thereafter until the first anniversary of the 

Divestiture Date, every sixty (60) days thereafter until Respondents have fully 

complied with the Transition Services Agreement and the Toll Manufacturing 

Agreement, and every ninety (90) days thereafter, and as otherwise requested by 

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

concerning performance by Respondents of their obligations under this Order and 

the Remedial Agreements, including, but not limited to, pursuant to the Supply 

Agreement; and

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.

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

diligently, the Commission may appoint a substitute Monitor.
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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 Respondents’ compliance with the terms of this 

Order 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 and the Remedial Agreements.

IV.

IT IS FURTHER ORDERED that:

A. If Respondents have not fully complied with the divestiture and other obligations as 

required by Paragraph II.A. of this Order, the Commission may appoint a Divestiture 

Trustee to divest the Industrial Wood Coatings Business and grant the Intellectual 

Property License 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.

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 
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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, license, or other 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 or rights that are required by this 

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

otherwise conveyed, or to enter into a Toll Manufacturing Agreement, a Supply 

Agreement, or Transition 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 or rights 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 

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;
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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;

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

maintain the relevant assets required to be divested by this Order;
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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, 

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.
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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:

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

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

transferred and/or granted the Industrial Wood Coatings Business to an Acquirer until 

the first anniversary of the Divestiture Date;

3. Every sixty (60) days thereafter so long as Respondents have a continuing obligation 

under a Toll Manufacturing Agreement and/or Transition Services Agreement; and

4. Every ninety (90) days 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, including, but not limited to, pursuant to a 

Supply Agreement.

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

interference, permit any duly authorized representative of the Commission:

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

facilities and access to inspect and copy all books, ledgers, accounts, correspondence, 

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

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

present, regarding such matters.

IX.

IT IS FURTHER ORDERED that this Order shall terminate on July 27, 2027.

By the Commission.

Donald S. Clark

Secretary

SEAL:

ISSUED: July 27, 2017
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NON-PUBLIC APPENDIX A

DIVESTITURE AGREEMENT

[Redacted from the Public Record, but Incorporated by Reference]
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NON-PUBLIC APPENDIX B

TRANSITION SERVICES AGREEMENT

[Redacted from the Public Record, but Incorporated by Reference]
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NON-PUBLIC APPENDIX C

SENIOR MANAGEMENT

[Redacted from the Public Record, but Incorporated by Reference]
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PUBLIC APPENDIX D

MONITOR AGREEMENT