UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

___________________________________________ 

 ) 

In the Matter of ) 

 ) 

AEA Investors 2006 Fund, L.P. ) 

a limited partnership, ) 

 ) 

HII Holding Corporation, ) File No. 0810245 

 a corporation, and ) 

 ) 

Houghton International, Inc., ) 

 a corporation. ) 

 ) 

 ) 

AGREEMENT CONTAINING CONSENT ORDER

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

of the consummated acquisition by AEA Investors 2006 Fund L.P. (“AEA”); its wholly 

owned subsidiary HII Holding Corporation (“HII”); and HII’s wholly owned subsidiary 

Houghton International, Inc. (“Houghton”) (hereinafter collectively “Proposed 

Respondents”), of D.A. Stuart Holding GmbH (“D.A. Stuart”), and it now appearing that 

Proposed Respondents are willing to enter into this Agreement Containing Consent Order 

(“Consent Agreement”) to divest certain assets and providing for other relief: 

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly 

authorized officers and attorneys, and counsel for the Commission that: 

1. Proposed Respondent AEA is a limited partnership organized, existing, and 

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

its office and principal place of business located at 55 East 52nd Street, New 

York, New York 10055. 

2. Proposed Respondent HII Holding Corporation is a corporation organized, 

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

Delaware, with its office and principal place of business located at Madison 

and Van Buren Avenues, Valley Forge, Pennsylvania 19482. 

3. Proposed Respondent Houghton is a corporation organized, existing, and 

doing business under and by virtue of the laws of the State of Pennsylvania, 
with its office and principal place of business located at Madison and Van 

Buren Avenues, Valley Forge, Pennsylvania 19482. 

4. Proposed Respondents admit all the jurisdictional facts set forth in the draft of 

the Complaint attached hereto. 

5. Proposed Respondents waive: 

a. any further procedural steps; 

b. the requirement that the Commission’s Decision and Order, which is 

attached hereto and made a part hereof, contain a statement of findings of 

fact and conclusions of law; 

c. all rights to seek judicial review or otherwise challenge or contest the 

validity of the Decision and Order attached hereto, entered pursuant to this 

Consent Agreement; and 

d. any claim under the Equal Access to Justice Act.

6. Proposed Respondents shall submit an initial report within ten (10) days of the 

date on which they execute this Consent Agreement and every thirty (30) days 

thereafter until the Decision and Order becomes final, pursuant to Section 

2.33 of the Commission’s Rules, 16 C.F.R. § 2.33, or the divestiture required 

pursuant to Paragraph II.A. of the Decision and Order is accomplished, 

whichever is earlier. Each such report shall be signed by the Proposed 

Respondents and shall set forth in detail the manner in which the Proposed 

Respondents have to date complied or have prepared to comply, are 

complying, and will comply with the Decision and Order. Such reports will 

not become part of the public record unless and until this Consent Agreement 

and the Decision and Order are accepted by the Commission for public 

comment. 

7. This Consent Agreement shall not become part of the public record of the 

proceeding unless and until it is accepted by the Commission. If this Consent 

Agreement is accepted by the Commission, it, together with the draft of 

Complaint contemplated thereby, will be placed on the public record for a 

period of thirty (30) days and information in respect thereto publicly released. 

The Commission thereafter may either withdraw its acceptance of this 

Consent Agreement and so notify Proposed Respondents, in which event it 

will take such action as it may consider appropriate, or issue and serve its 

Complaint (in such form as the circumstances may require) and issue its 

Decision and Order, in disposition of the proceeding. 

8. This Consent Agreement contemplates that, if it is accepted by the 

Commission, and if such acceptance is not subsequently withdrawn by the 

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

2.34, the Commission may, without further notice to the Proposed 

Respondent: (1) issue and serve its Complaint corresponding in form and 

substance with the draft of Complaint here attached and its Decision and 

Order, and (2) make information public with respect thereto. 

9. This Consent Agreement is for settlement purposes only and does not 

constitute an admission by Proposed Respondents that the law has been 

violated as alleged in the draft of Complaint here attached, or that the facts as 

alleged in the draft Complaint, other than jurisdictional facts, are true. 

10. When final, the Decision and Order shall have the same force and effect and 

may be altered, modified, or set aside in the same manner as, and within the 

same time provided by statute for, other orders. The Decision and Order shall 

become final upon service. Delivery of the Complaint and the Decision and 

Order to Proposed Respondents by any means provided in Commission Rule 

4.4(a), 16 C.F.R. § 4.4(a), shall constitute service. Proposed Respondents 

waive any right they may otherwise have to any other manner of service. 

Proposed Respondents also waive any right they may otherwise have to 

service of any Appendices incorporated by reference into the Decision and 

Order and agree that they are bound to comply with and will comply with the 

Decision and Order to the same extent as if they had been served with copies 

of the Appendices, if Proposed Respondents are already in possession of 

copies of such Appendices. 

11. The Complaint may be used in construing the terms of the Decision and Order 

but no other agreement, understanding, representation, or interpretation not 

contained in the Decision and Order may be used to vary or contradict the 

terms of the Decision and Order. 

12. Proposed Respondents have read the draft Complaint and the Decision and 

Order contemplated hereby. By signing this Consent Agreement, Proposed 

Respondents represent and warrant that: 

a. they can accomplish the full relief contemplated by the attached Decision 

and Order; 

 

b. all parents, subsidiaries, affiliates, and successors necessary to effectuate 

the full relief contemplated by this Consent Agreement and the attached 

Decision and Order are parties to this Consent Agreement and the attached 

Decision and Order and are bound thereby as if they had signed this 

Consent Agreement and were made parties to this proceeding and to the 

Decision and Order; 

c. notwithstanding any provision in the Remedial Agreements (as defined in 

the Decision and Order), Proposed Respondents have obtained all third3
party approvals and consents necessary to complete the required 

divestitures; 

d. all Remedial Agreements (as defined in the Decision and Order) comport 

with all of the relevant requirements of the Decision and Order, require 

Proposed Respondents to divest all assets required to be divested pursuant 

to the Decision and Order, and comply with all other related provisions of 

the Decision and Order; and 

e. Proposed Respondents shall interpret each Remedial Agreement approved 

by the Commission in a manner that is fully consistent with all of the 

relevant provisions and the remedial purposes of the Decision and Order. 

 

13. Proposed Respondents have read the draft of Complaint and the Decision and 

Order contemplated hereby. Proposed Respondents understand that once the 

Decision and Order has been issued, they will be required to file one or more 

compliance reports showing that they have fully complied with the Decision 

and Order. Proposed Respondents agree to comply with the terms of the 

proposed Decision from the date they sign this Consent Agreement. Proposed 

Respondents further understand that they may be liable for civil penalties in 

the amount provided by law for each violation of the Decision and Order after 

the Decision and Order becomes final. 

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AEA INVESTORS 2006 FUND, L.P. FEDERAL TRADE COMMISSION 

HII Holding Corporation

Houghton International, Inc. 

_____________________________ ___________________________ 

 

Christopher P. Mahan James W. Frost 

 

Treasurer, AEA Management (Cayman) Ltd., Attorney 

General Partner of AEA Investors Partners 2006 L.P., Bureau of Competition 

General Partner of AEA Investors 2006 Fund L.P. 

 

Dated: _______________________ 

APPROVED: 

_____________________________ ___________________________ 

 

Peter Guryan Phillip L. Broyles 

Counsel for AEA Investors 2006 Fund L.P. Assistant Director 

HII Holding Corporation Bureau of Competition

Houghton International, Inc. 

Dated: _______________________ 

 

________________________

 

Norman A. Armstrong, Jr. 

 

Deputy Director

Bureau of Competition 

 

___________________________

 

Richard A. Feinstein 

 

Director 

Bureau of Competition 

 

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