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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Edith Ramirez, Chairwoman

Julie Brill

Maureen K. Ohlhausen

Joshua D. Wright

____________________________________

)

In the Matter of )

)

ARDAGH GROUP, S.A. )

a public limited liability company, )

)

SAINT-GOBAIN CONTAINERS, INC. ) Docket No. 9356

a corporation, )

)

and )

)

COMPAGNIE DE SAINT-GOBAIN, )

a corporation. )

)

____________________________________)

ORDER TO HOLD SEPARATE AND MAINTAIN ASSETS

[Public Record Version]

The Federal Trade Commission (“Commission”), having heretofore issued its Complaint 

charging Ardagh Group, S.A. (“Respondent Ardagh” or “Respondent”), Saint-Gobain 

Containers, Inc. (also known as Verallia North America (“VNA”), and Compagnie de SaintGobain (“CSG”), with a violation of Section 5 of the Federal Trade Commission Act, as 

amended, 15 U.S.C. § 45, and Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and

Respondents having been served with a copy of that Complaint, together with a notice of 

contemplated relief and having filed their answers denying said charges; 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The Commission having thereafter withdrawn the matter from adjudication in accordance 

with Commission Rule 3.25(c), 16 C.F.R. § 3.25(c); and the Commission having thereafter

considered the matter and having thereupon accepted the executed Consent Agreement and 

placed such agreement on the public record for the receipt of public comments pursuant to 

Commission Rule 2.34, 16 C.F.R. § 2.34, now in conformity with the procedure prescribed in

Commission Rule 3.25(f), 16 C.F.R. § 3.25(f), the Commission hereby makes the following 

jurisdictional findings and factual findings and issues the following Order to Hold Separate and 

Maintain Assets (“Hold Separate Order”):

1. Respondent Ardagh Group, S.A., is a limited liability corporation organized, existing, 

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

principal place of business at 56, rue Charles Martel, Luxembourg, and operates its glass 

container business in the United States through its subsidiary Ardagh Glass, Inc., which 

has its office and principal place of business located at 401 E. Jackson Street, Suite 2800, 

Tampa, FL 33602.

2. Respondent Saint-Gobain Containers, Inc., is a corporation organized, existing, and doing 

business under, and by virtue of, the laws of the state of Delaware with its principal place 

of business located at 1509 S. Macedonia Ave, Muncie, IN 47302.

3. Respondent Compagnie de Saint-Gobain is a corporation organized, existing, and doing 

business under, and by virtue of, the laws of France with its office and principal place of 

business located at “Les Miroirs,” 18 avenue d’Alsace, Courbevoie, France, and its 

United States office and principal place of business located at 750 E. Swedesford Rd, 

Valley Forge, PA 19482.

4. 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.

I.

IT IS HEREBY ORDERED that, as used in this Hold Separate Order, the following 

definitions, and all other definitions used in the Consent Agreement and the Decision and Order, 

shall apply:

A. “Ardagh Retained Employees” means employees of Respondent Ardagh who are not 

Anchor Glass Designated Employees.

B. “Ardagh Retained Business” means the assets and businesses of Respondent Ardagh 

other than the Anchor Glass Business.

C. “Hold Separate Manager” means the Person appointed pursuant to Paragraph IV of this 

Hold Separate Order to be the manager of the Anchor Glass Business.
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D. “Hold Separate Monitor” means the Person appointed pursuant to Paragraph III of this 

Hold Separate Order to oversee the Hold Separate Manager and the Anchor Glass 

Business.

E. “Hold Separate Period” means the period during which the Anchor Glass Business shall 

be held separate from the Ardagh Retained Business under this Hold Separate Order, 

which shall begin on the Acquisition Date and terminate on the Divestiture Date.

F. “Hold Separate Services” means those services provided by the Anchor Glass Business to 

the Ardagh Retained Business as described in Non-public Appendix B, and any other 

services as agreed to by Respondent Ardagh, the Hold Separate Manager, the Hold 

Separate Monitor, and Commission staff.

G. “Orders” means the Decision and Order in this matter and this Hold Separate Order.

II.

IT IS FURTHER ORDERED that:

A. With respect to the Anchor Glass Business during the Hold Separate Period:

1. Respondent Ardagh shall hold the Anchor Glass Business separate, apart, and 

independent of Respondent Ardagh’s other businesses and assets as required by 

this Hold Separate Order and shall vest the Anchor Glass Business with all rights, 

powers, and authority necessary to conduct business in a manner consistent with 

the Orders. PROVIDED, HOWEVER, that the Anchor Glass Business shall be 

allowed to provide Hold Separate Services to Respondent Ardagh.

2. Respondent Ardagh shall not exercise direction or control over, or influence 

directly or indirectly, the Anchor Glass Business or any of its operations, the Hold 

Separate Monitor, or the Hold Separate Manager, except to the extent that 

Respondent Ardagh must exercise direction and control over the Anchor Glass 

Business as is necessary to assure compliance with the Consent Agreement, the 

Orders, and all applicable laws and regulations, including, in consultation with the 

Hold Separate Monitor, continued oversight of compliance of the Anchor Glass 

Business with policies and standards concerning safety, health, and environmental 

aspects of its operations and the integrity of its financial and operational controls. 

Respondent Ardagh shall have the right in consultation with the Hold Separate 

Monitor to defend any legal claims, investigations, or enforcement actions 

threatened or brought against the Anchor Glass Business; 

3. Respondent Ardagh shall take all actions necessary to maintain and assure the 

continued viability, marketability, and competitiveness of the Anchor Glass 

Business (including, but not limited to, taking such actions as the Hold Separate 

Monitor in consultation with Commission staff requests or directs that are 
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reasonably necessary to maintain and assure the continued viability, 

marketability, and competitiveness of the Anchor Glass Business), prevent the 

destruction, removal, wasting, deterioration, or impairment of the Anchor Glass 

Business, except for ordinary wear and tear, and enable the Anchor Glass 

Business to operate in the regular and ordinary course of business as provided for 

in this Hold Separate Order.

4. Respondent Ardagh shall not sell, transfer, encumber, or otherwise impair the 

Anchor Glass Business (except as directed by the Hold Separate Monitor or 

required by the Order or the Hold Separate Order);

5. Respondent Ardagh shall provide the Anchor Glass Business with sufficient 

funding and financial resources necessary to maintain the full economic viability, 

marketability, and competitiveness of the Anchor Glass Business, including, but 

not limited to, all funding and financing necessary to: (i) operate the Anchor Glass 

Business in a manner consistent with how it has been operated, and is currently 

operated, in the normal course of business, and consistent with business, capital 

and strategic plans and operating budgets as of January 1, 2014; (ii) carry out any 

planned or existing capital projects and physical improvements; (iii) perform 

maintenance, replacement, or remodeling of assets in the ordinary course of 

business; and (iv) provide capital, working capital, and reimbursement for any 

operating expenses, losses, capital losses, or other losses.

B. The purpose of this Hold Separate Order is to: (1) maintain and preserve the Anchor 

Glass Business as viable, marketable, competitive, and ongoing businesses independent 

of Respondent Ardagh until the divestiture required by the Decision and Order is

achieved; (2) ensure that no Confidential Business Information is exchanged between 

Respondent Ardagh and the Anchor Glass Business, except in accordance with the 

provisions of the Orders; (3) prevent interim harm to competition pending the divestiture

and other relief; and (4) remedy any anticompetitive effects of the Acquisition.

III.

IT IS FURTHER ORDERED that:

A. Mr. Edward C. White shall serve as Hold Separate Monitor to monitor and supervise the 

management of the Anchor Glass Business and ensure that Respondent Ardagh complies 

with its obligations under the Orders.

B. Respondent Ardagh shall enter into the Hold Separate Monitor Agreement with the Hold 

Separate Monitor that is attached as Appendix A. The compensation for the Hold 

Separate Monitor is attached as Non-Public Appendix A-1. The Hold Separate Monitor 

Agreement shall become effective on the date this Hold Separate Order becomes final. 

The Hold Separate Monitor Agreement shall transfer to and confer upon the Hold 

Separate Monitor all rights, powers, and authority necessary to permit the Hold Separate 
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Monitor to perform his duties and responsibilities pursuant to this Hold Separate Order in 

a manner consistent with the purposes of the Orders and in consultation with Commission 

staff, and shall require that the Hold Separate Monitor act in a fiduciary capacity for the 

benefit of the Commission. Further, the Hold Separate Monitor Agreement shall provide 

that: 

1. The Hold Separate Monitor shall have the responsibility for monitoring the 

organization of the Anchor Glass Business; supervising the management of the 

Anchor Glass Business by the Hold Separate Manager; maintaining the 

independence of the Anchor Glass Business; supervising and approving Hold 

Separate Services; ensuring continued and adequate funding of the Anchor Glass 

Business and its operation in the ordinary course of business as provided for in 

this Hold Separate Order; and monitoring Respondent Ardagh’s compliance with 

its obligations pursuant to the Orders. 

2. The Hold Separate Monitor shall act in a fiduciary capacity for the benefit of the 

Commission.

3. The Hold Separate Monitor shall have full and complete access to all of 

Respondent Ardagh’s facilities, personnel, and books and records relating to the 

Anchor Glass Business as may be necessary for or relate to the performance of the 

Hold Separate Monitor’s duties under the Orders and the Hold Separate Monitor

Agreement. The books and records to which the Hold Separate Monitor shall 

have access include, but are not limited to, any and all:

a. Data and databases, including, but not limited to, databases with financial 

information relating to the Anchor Glass Business;

b. Regularly-prepared reports relating to the Anchor Glass Business, 

including, but not limited to, financial, revenue, customer or operating 

statements or reports prepared daily, weekly, monthly, or on some other 

regular interval;

c. Regularly-prepared or periodic reports prepared and filed with any 

Governmental Agency;

d. Reports or summaries of marketing and promotional activities by 

Respondent Ardagh that relate to the Anchor Glass Business;

e. Reports, summaries, records, or documents from the past operations of the 

Anchor Glass Business sufficient to allow the Hold Separate Monitor to 

evaluate the performance of the Anchor Glass Business during the Hold 

Separate Period in comparison to the past performance of the Anchor 

Glass Business;
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f. Other relevant reports, summaries, records documents, or information 

relating to the Anchor Glass Business as the Hold Separate Monitor may 

request; and

g. Financial summaries or reports, or other information, reports, or 

summaries relating to the Anchor Glass Business as the Hold Separate 

Monitor may request Respondent Ardagh to locate, collect, organize, and 

develop for the Hold Separate Monitor.

4. The Hold Separate Monitor shall have the authority to employ, at the cost and 

expense of Respondent Ardagh, such consultants, accountants, attorneys, and 

other representatives and assistants as are reasonably necessary to carry out the 

Hold Separate Monitor’s duties and responsibilities.

5. The Hold Separate Monitor shall serve, without bond or other security, at the cost 

and expense of Respondent Ardagh, on reasonable and customary terms 

commensurate with the person’s experience and responsibilities. Respondent 

Ardagh shall provide compensation to the Hold Separate Monitor, and pay the 

Hold Separate Monitor’s costs and expenses (including, but not limited to, those 

related to consultants, accountants, attorneys, and other representatives and 

assistants) on a monthly or other reasonable periodic basis.

6. Respondent Ardagh shall indemnify the Hold Separate Monitor and hold him 

harmless against any losses, claims, damages, liabilities, or expenses arising out 

of, or in connection with, the performance of the Hold Separate Monitor’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 the Hold Separate Monitor’s gross negligence, willful or 

wanton acts, or bad faith. For purposes of this Paragraph III.B.6., the term “Hold 

Separate Monitor” shall include all persons retained by the Hold Separate Monitor 

pursuant to Paragraph III.B.4. of this Hold Separate Order.

7. The Commission may require the Hold Separate Monitor and each of the Hold 

Separate Monitor’s consultants, accountants, attorneys, and other representatives 

and assistants to sign an appropriate confidentiality agreement relating to 

materials and information received from the Commission in connection with 

performance of the Hold Separate Monitor’s duties.

8. Respondent Ardagh may require the Hold Separate Monitor and each of the Hold 

Separate Monitor’s consultants, accountants, attorneys, and other representatives 

and assistants to sign an appropriate confidentiality agreement. PROVIDED, 

HOWEVER, that such agreement shall not restrict the Hold Separate Monitor 

from providing any information to the Commission.
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9. Thirty (30) days after the Hold Separate Order becomes final, and every thirty 

(30) days thereafter until the Hold Separate Order terminates, and as requested by 

the Commission or staff, the Hold Separate Monitor shall report in writing to the 

Commission concerning Respondent Ardagh’s efforts to comply with the terms of

the Hold Separate Order. Each report shall include, but not be limited to, the 

Hold Separate Monitor’s assessment of the extent to which the Anchor Glass 

Business is meeting (or exceeding or failing to meet) its projected goals as 

reflected in business planning documents, budgets, projections, or any other 

regularly prepared financial statements. 

10. Respondent Ardagh shall comply with all terms of the Monitor Agreement, and 

any breach by Respondent Ardagh of any term of the Monitor Agreement shall 

constitute a violation of this Hold Separate Order. Notwithstanding any 

paragraph, section, or other provision of the Monitor Agreement, any 

modification of the Monitor Agreement, without the prior approval of the 

Commission, shall constitute a failure to comply with the Orders.

C. If the Hold Separate Monitor ceases to act or fails to act diligently and consistently with 

the purposes of this Hold Separate Order, the Commission may appoint a substitute Hold 

Separate Monitor, subject to the consent of Respondent Ardagh, which consent shall not 

be unreasonably withheld, as follows:

1. If Respondent Ardagh has not opposed in writing, including the reasons for 

opposing, the selection of the proposed substitute Hold Separate Monitor within 

five (5) business days after notice by the staff of the Commission to Respondent 

Ardagh of the identity of the proposed substitute Hold Separate Monitor, then 

Respondent Ardagh shall be deemed to have consented to the selection of the 

proposed substitute Monitor.

2. Respondent Ardagh shall, no later than five (5) business days after the 

Commission appoints a substitute Hold Separate Monitor, enter into an agreement 

with the substitute Hold Separate Monitor that, subject to the prior approval of the 

Commission, confers on the substitute Hold Separate Monitor all the rights, 

powers, and authority necessary to permit the substitute Hold Separate Monitor to 

perform his or her duties and responsibilities on the same terms and conditions as 

provided in Paragraph III of this Hold Separate Order.

D. The Hold Separate Monitor shall serve through the Hold Separate Period; PROVIDED, 

HOWEVER, that the Commission may extend or modify this period as may be necessary 

or appropriate to accomplish the purposes of the Orders. 

E. The Commission may on its own initiative or at the request of the Hold Separate Monitor

issue such additional orders or directions as may be necessary or appropriate to assure 

compliance with the requirements of this Hold Separate Order.
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IV.

IT IS FURTHER ORDERED that:

A. Effective on the Acquisition Date, Respondent Ardagh shall appoint James Fredlake as 

the Hold Separate Manager to manage and maintain the operations of the Anchor Glass 

Business in the regular and ordinary course of business beginning on the Acquisition 

Date..

B. Respondent Ardagh shall transfer all rights, powers, and authority necessary to permit the

Hold Separate Manager to perform his duties and responsibilities pursuant to this Hold 

Separate Order to manage the Anchor Glass Business:

1. The Hold Separate Manager shall be responsible for managing the operations of 

the Anchor Glass Business through the Hold Separate Period, and shall report 

directly and exclusively to the Hold Separate Monitor and shall manage the 

Anchor Glass Business independently of the management of Respondent Ardagh

and its other businesses;

2. The Hold Separate Manager, with the approval of the Hold Separate Monitor, 

shall have the authority to employ such persons as are reasonably necessary to 

assist the Hold Separate Manager in managing the Anchor Glass Business, 

including, without limitation, consultants, accountants, attorneys, and other 

representatives, assistants, and employees.

3. Respondent Ardagh shall provide the Hold Separate Manager with reasonable 

financial incentives to undertake these positions. Such incentives shall include a 

continuation of all employee benefits, including regularly scheduled raises, 

bonuses, vesting of pension benefits (as permitted by law), and additional 

incentives as may be necessary to assure the continuation, and prevent any 

diminution, of the viability, marketability, and competitiveness of the Anchor 

Glass Business, and as may otherwise be necessary to secure the Hold Separate 

Manager’s agreement to achieve the purposes of this Hold Separate Order.

4. The Hold Separate Manager shall serve, without bond or other security, at the cost 

and expense of Respondent Ardagh, on reasonable and customary terms 

commensurate with the person’s experience and responsibilities, and with any 

financial incentives that may be reasonable or necessary as described in this 

Paragraph IV. Respondent Ardagh shall pay the Hold Separate Manager’s costs 

and expenses (including, but not limited to, those related to consultants, 

accountants, attorneys, and other representatives and assistants) on a monthly or 

other reasonable periodic basis.
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5. Respondent Ardagh shall indemnify the Hold Separate Manager and hold him 

harmless against any losses, claims, damages, liabilities, or expenses arising out 

of, or in connection with, the performance of the Manager’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 the Manager’s gross negligence, willful or wanton acts, or bad faith. 

For purposes of this Paragraph IV.B.5., the term “Hold Separate Manager” shall 

include all persons retained by the Hold Separate Manager pursuant to Paragraph 

IV.B.2. of this Hold Separate Order.

6. Nothing contained herein shall preclude the Hold Separate Manager from 

contacting or communicating directly with the staff of the Commission, either at 

the request of the staff of the Commission or the Hold Separate Monitor, or in the 

discretion of the Hold Separate Manager.

7. The Hold Separate Manager shall have the authority, in consultation with the 

Hold Separate Monitor, to staff the Anchor Glass Business with sufficient 

employees to maintain the viability and competitiveness of the Anchor Glass 

Business, including:

a. Replacing any departing or departed Anchor Glass Business employee 

with a person who has similar experience and expertise or determine not to 

replace such departing or departed employee;

b. Removing any Anchor Glass Business employee who ceases to act or fails 

to act diligently and consistent with the purposes of this Hold Separate 

Order, and replacing or not replacing such employee with another person 

of similar experience or skills;

c. Ensuring that no Anchor Glass Business employee shall be (i) involved in 

any way in the operations of Ardagh Retained Business, or (ii) receive or 

have access to, or use or continue to use, any confidential information 

relating to the Ardagh Retained Business, unless allowed or required 

under the Orders.

d. Providing each Anchor Glass Business employee with reasonable financial 

incentives, including continuation of all salaries, employee benefits, and 

regularly scheduled raises and bonuses, to continue in his or her position 

during the Hold Separate Period.

C. The Hold Separate Manager may be removed for cause by the Hold Separate Monitor, in 

consultation with the Commission staff. If the Hold Separate Manager is removed, 

resigns, or otherwise ceases to act as Hold Separate Manager, the Hold Separate Monitor

shall, within three (3) business days of such action, subject to the prior approval of 
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Commission staff, appoint a substitute Hold Separate Manager, and Respondent Ardagh

shall enter into an agreement with the substitute Hold Separate Manager on the same 

terms and conditions as provided in this Hold Separate Order.

V.

IT IS FURTHER ORDERED that: 

A. Respondent Ardagh shall cooperate with, and take no action to interfere with or impede 

the ability of: (i) the Hold Separate Monitor: (ii) the Hold Separate Manager; or (iii) any 

Anchor Glass Designated Employee, to perform his or her duties and responsibilities 

consistent with the terms of the Orders.

B. Respondent Ardagh shall continue to offer and provide any support services and goods 

(directly or through third-party contracts) to the Anchor Glass Business.

1. For support services and goods that Respondent Ardagh provides to the Anchor 

Glass Business, Respondent Ardagh may charge no more than the same price, if 

any, charged by Respondent Ardagh for such support services and goods as of the 

Acquisition Date.

2. Ardagh Retained Employees who provide support to the Anchor Glass Business:

a. shall retain and maintain all Confidential Business Information of the 

Anchor Glass Business on a confidential basis;

b. shall not provide, discuss, exchange, circulate, or otherwise furnish any 

such information to or with any Person or any Ardagh Retained Employee 

whose employment involves any of Respondent Ardagh’s businesses, 

other than the Anchor Glass Business, except as is permitted by the 

Orders; and

c. shall also execute confidentiality agreements prohibiting the disclosure of 

any Confidential Business Information of the Anchor Glass Business.

3. The services and goods that Respondent Ardagh shall offer the Anchor Glass

Business, at the Anchor Glass Business’s option, shall include, but not be limited 

to, the following:

a. Environmental health and safety services, which are used to ensure 

compliance with federal and state regulations and corporate policies;

b. Legal, licensing, and audit services;

c. Federal and state regulatory compliance; 
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d. Maintenance and oversight of all information technology systems and 

databases, including, but not limited to, all hardware, software, electronic 

mail, word processing, document retention, enterprise management 

systems, financial management systems and databases, and customer 

databases; 

e. Procurement and renewal of insurance and related services; and

f. Technical support for implementation of the batch reformulation project.

4. Notwithstanding the above, the Anchor Glass Business shall have, at the option of 

the Hold Separate Manager and with the approval of the Hold Separate Monitor 

following consultation with Commission staff, the right to acquire support 

services from third parties unaffiliated with Respondent Ardagh. 

C. Respondent Ardagh shall not permit:

1. Any of its employees, officers, agents, or directors, other than: (i) the Hold 

Separate Monitor; (ii) the Hold Separate Managers; and (iii) any Anchor Glass 

Business employee, to be involved in the operations of the Anchor Glass 

Business, except to the extent otherwise provided in this Hold Separate Order; 

and

2. The Hold Separate Manager or any Anchor Glass Designated Employee to be 

involved in the operations of the Ardagh Retained Business, except for the 

provision of Hold Separate Services, as provided for in this Hold Separate Order. 

D. Respondent Ardagh shall provide the Anchor Glass Business with sufficient financial and 

other resources as are appropriate in the judgment of the Hold Separate Monitor, 

consistent with his obligations and responsibilities in this Hold Separate Order, to:

1. Operate the Anchor Glass Business at least as it is currently operated (including 

efforts to generate new business, renew current customers, and complete 

development, furnace rebuilding and maintenance, and construction projects) 

consistent with the practices of the Anchor Glass Business, and Respondent

Ardagh’s business, capital, and strategic plans, in place as of January 1, 2014.

Additionally, Respondent Ardagh shall provide sufficient capital expenditures for 

furnace rebuilds, if the Hold Separate Manager and Hold Separate Monitor, after 

consultation with the Commission staff, believe it is necessary to do so.

2. Provide each Anchor Glass Designated Employee with reasonable financial 

incentives to continue in his or her position consistent with past practices and/or 

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

of the Anchor Glass Business pending divestiture. Such incentives shall include a 

continuation of all salaries, employee benefits, including funding of regularly 
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scheduled raises and bonuses, vesting of pension benefits (as permitted by law), 

and additional incentives as may be necessary to assure the continuation, and 

prevent any diminution, of the viability, marketability, and competitiveness of the 

Anchor Glass Business during the Hold Separate Period, and as may otherwise be 

necessary to achieve the purposes of this Hold Separate Order;

3. Perform all maintenance to, and replacements or remodeling of, the assets of the 

Anchor Glass Business in the ordinary course of business, in accordance with past 

practice, and Respondent Ardagh’s business, capital, and strategic plans in place 

as of January 1, 2014.

4. Carry on such capital projects, physical plant improvements, and business plans 

as are already under way or planned, including, but not limited to, existing or 

planned renovation, remodeling, and expansion projects, all in accordance with 

Respondent Ardagh’s business, capital, and strategic plans in place as of January 

1, 2014; and

5. Maintain the viability, competitiveness, and marketability of the Anchor Glass 

Business.

Such financial resources to be provided to the Anchor Glass Business shall include, 

but shall not be limited to: (i) general funds; (ii) capital; (iii) working capital; and (iv) 

reimbursement for any operating expenses, losses, capital losses, or other losses, 

PROVIDED, HOWEVER that, consistent with the purposes of the Decision and Order 

and this Hold Separate Order, the Hold Separate Monitor may, after consultation with 

Commission staff and Hold Separate Manager, substitute any capital or development 

project for another of like cost.

E. No later than two (2) business days after the Acquisition Date, Respondent Ardagh shall 

establish and implement written procedures, subject to the approval of the Hold Separate 

Monitor and in consultation with Commission staff, regarding the operational 

independence of the Anchor Glass Business and the independent management by the 

Hold Separate Monitor and Hold Separate Manager, consistent with the provisions of the 

Orders.

VI. 

IT IS FURTHER ORDERED that: 

A. During the Hold Separate Period, Respondent Ardagh shall:

1. Not provide, disclose, or otherwise make available any Confidential Business 

Information to any Person except as required or permitted by the Orders; and

2. Not use any Confidential Business Information for any reason or purpose other 
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than as required or permitted by the Orders.

PROVIDED, HOWEVER, that nothing in this Paragraph VI shall prevent Respondent

Ardagh from using any tangible or intangible property that Respondent Ardagh retains

the right to use pursuant to the Orders. PROVIDED, FURTHER, HOWEVER, that to the 

extent that the use of such property involves disclosure of Confidential Business 

Information to another Person, Respondent Ardagh shall require such Person to maintain 

the confidentiality of such Confidential Business Information under terms no less 

restrictive than Respondent Ardagh’s obligations under the Orders.

B. Ardagh Retained Employees shall not receive, have access to, use or continue to use, or 

disclose any Confidential Business Information pertaining to the Anchor Glass Business. 

PROVIDED, HOWEVER, that Respondent Ardagh is permitted to retain a copy of any 

Business Records used by, necessary for, or relating to the Ardagh Retained Business, or 

necessary for the provision of the Hold Separate Services, or as otherwise permitted 

pursuant to the Orders, and may use Confidential Business Information, or disclose 

Confidential Business Information to Ardagh Retained Employees:

1. For the purpose of performing Respondent Ardagh’s obligations under the Orders, 

or the Divestiture Agreements;

2. To ensure compliance with legal and regulatory requirements, as reasonably 

determined by Respondent Ardgah;

3. To provide accounting, information technology, and credit-underwriting services;

4. To provide legal services associated with actual or potential litigation and 

transactions;

5. As is necessary to receive Hold Separate Services; and

6. To monitor and ensure compliance with financial, tax reporting, governmental, 

environmental, health, and safety requirements.

C. If access to or disclosure of Confidential Business Information of the Anchor Glass 

Business to Ardagh Retained Employees and Respondent Ardagh’s agents is necessary 

and permitted under Paragraph VI.B. of this Hold Separate Order, Respondent Ardagh

shall:

1. Implement and maintain processes and procedures, as approved by the Hold 

Separate Monitor and in consultation with Commission staff, pursuant to which 

Confidential Business Information of the Anchor Glass Business may be 

disclosed or used by Ardagh Retained Employees and Respondent Ardagh’s 

agents;
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2. Limit disclosure or use by Ardagh Retained Employees and Respondent Ardagh’s 

agents to those who require access to such Confidential Business Information for 

uses permitted by the Orders;

3. Maintain and make available for inspection and copying by the Hold Separate 

Monitor and Commission staff records of Ardagh Retained Employees and 

Respondent Ardagh’s agents who have accessed or used Confidential Business

Information, a reasonable description of the Confidential Business Information to 

which they had access or used, and the dates upon which they accessed or used 

such information;

4. Require Ardagh Retained Employees and Respondent Ardagh’s agents to sign, 

and maintain and make available for inspection and copying by the Hold Separate 

Monitor and Commission staff, appropriate written agreements to maintain the 

confidentiality of such information and to use such information only as permitted 

by the Orders; and,

5. Enforce the terms of this Paragraph VI as to any of Ardagh Retained Employees 

and Respondent Ardagh’s agents and take such action as is necessary to cause 

each such employee or agent to comply with the terms of this Paragraph VI, 

including:

a. Training of Ardagh Retained Employees and Respondent Ardagh’s agents

who are permitted access to and use of Confidential Business Information;

b. Appropriate discipline of Ardagh Retained Employees and Respondent 

Ardagh’s agents who fail to comply with processes and procedures 

established by Respondent Ardagh pursuant to this Paragraph VI or any 

confidentiality agreement; and

c. All other actions that Respondent Ardagh would take to protect its own 

trade secrets, proprietary, and other non-public information.

D. Respondent Ardagh shall implement and maintain in operation a system, approved by the 

Hold Separate Monitor and in consultation with Commission staff, of written procedures 

covering access and data controls to prevent unauthorized access to, or dissemination or 

use of, Confidential Business Information of the Anchor Glass Business, including, but 

not limited to, the opportunity by the Hold Separate Monitor to audit Respondent

Ardagh’s networks and systems to verify compliance with Respondent Ardagh’s system 

and the Orders. 

E. Neither the Hold Separate Manager nor any Anchor Glass Designated Employee shall 

receive or have access to, or use or continue to use, any confidential information relating 
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to the Ardagh Retained Business, Saint-Gobain Containers, Inc., or Compagnie de Saint 

Gobain, except and only for the time such information is necessary to maintain and 

operate the Anchor Glass Business, to provide Hold Separate Services, or as otherwise 

permitted pursuant to the Orders.

G. Respondent Ardagh shall enforce the terms of this Paragraph VI as to any Person other 

than a proposed Acquirer of the Anchor Glass Business and take such action as is 

necessary to cause each such Person to comply with the terms of this Paragraph VI, 

including training of employees and all other actions that Respondent Ardagh would take 

to protect its own trade secrets and proprietary information.

VII. 

IT IS FURTHER ORDERED that: 

A. Respondent Ardagh shall cooperate with and assist any proposed Acquirer of the Anchor 

Glass Business to evaluate independently and retain any of the Anchor Glass Designated 

Employees, such cooperation to include at least to implement the provisions of the 

Decision and Order relating to employee interviewing and hiring.

B. During the Hold Separate Period, Respondent Ardagh shall waive any corporate policy, 

rules, and regulations, and waive any written or oral agreement or understanding, that 

might prevent or limit any Hold Separate Monitor, Hold Separate Manager, or Anchor 

Glass Designated Employee from performing any services, engaging in any activities, or 

other conduct reasonably related to achieving the purposes of the Orders.

VIII.

IT IS FURTHER ORDERED that, within thirty (30) days after this Hold Separate 

Order becomes final, and every thirty (30) days thereafter until this Hold Separate Order 

terminates, Respondent Ardagh shall submit to the Commission, with a copy to the Hold 

Separate Monitor, a verified written report setting forth in detail the manner and form in which it 

intends to comply, is complying, and has complied with all provisions of this Hold Separate 

Order. Respondent Ardagh shall include in its reports, among other things that are required from 

time to time: 

A. A description in reasonable detail of any claim (whether Respondent Ardagh agrees or 

disagrees with the claim) by any person (including, but not limited to, any of Respondent

Ardagh’s employees or agents) that Respondent Ardagh has failed to comply fully with 

the Orders, and the name, address, phone number, and email address of such person; and

B. A description in reasonable detail of any information in Respondent Ardagh’s possession, 

custody, or control (including, but not limited to, information obtained from Respondent

Ardagh’s monitoring of the compliance of its employees and agents with processes, 

procedures, and agreements intended to secure Respondent Ardagh’s compliance with its
16

obligations under the Orders) relevant to any failure by Respondent Ardagh, its

employees, or its agents to comply fully with Respondent Ardagh’s obligations under the 

Orders; and

C. A full description of the efforts being made to comply with the Decision and Order’s 

divestiture obligation including a description of all substantive contacts or negotiations 

relating to the divestiture and approval, and the identities of all parties contacted. 

Respondent Ardagh shall include in its compliance reports copies, other than of 

privileged materials, of all written communications to and from such parties, all internal 

memoranda, and all reports and recommendations concerning the divestiture.

IX.

IT IS FURTHER ORDERED that Respondent Ardagh shall notify the Commission at 

least thirty (30) days prior to:

A. any proposed dissolution of Respondent Ardagh;

B. any proposed acquisition, merger, or consolidation of Respondent Ardagh; or 

C. any other change in the Respondent Ardagh, 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.

X.

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 Respondent Ardagh, with respect to any matter contained in 

this Order, Respondent Ardagh 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 

Respondent Ardagh related to compliance with the Consent Agreement and/or this Order

and the Hold Separate Order, which copying services shall be provided by Respondent 

Ardagh at the request of the authorized representative of the Commission and at the 

expense of Respondent Ardagh;

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

from them, to interview officers, directors, or employees of Respondent Ardagh, who 

may have counsel present.
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XI.

IT IS FURTHER ORDERED that this Hold Separate Order shall terminate at the end of 

the Hold Separate Period.

By the Commission, Commissioner Wright dissenting.

Donald S. Clark

Secretary

SEAL:

ISSUED: April 8, 2014
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APPENDIX A

HOLD SEPARATE MONITOR AGREEMENT
19

NON-PUBLIC APPENDIX A-1

HOLD SEPARATE MONITOR COMPENSATION

[Redacted From the Public Record Version, But Incorporated By Reference]
20

NON-PUBLIC APPENDIX B

HOLD SEPARATE SERVICES

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