1710230

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Joseph J. Simons, Chairman

Maureen K. Ohlhausen

Noah Joshua Phillips

Rohit Chopra

Rebecca Kelly Slaughter

____________________________________

)

In the Matter of )

) Docket No. C-4653

CRH plc, )

 a public limited company. )

____________________________________)

DECISION AND ORDER

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

proposed merger of Respondent CRH plc (“CRH”) and Ash Grove Cement Company. The 

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

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

Commission, the Draft Complaint would charge Respondent 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.

Respondent and the Bureau of Competition executed an agreement (“Consent 

Agreement”) containing (1) an admission by Respondent of all the jurisdictional facts set forth in 

the draft complaint, (2) a statement that the signing of said agreement is for settlement purposes 

only and does not constitute an admission by Respondent that the law has been violated as 

alleged in the Draft Complaint, or that the facts as alleged in the Draft Complaint, other than 

jurisdictional facts, are true, (3) waivers and other provisions as required by the Commission’s 

Rules, and (4) a proposed Decision and Order and Order to Maintain Assets.

 

The Commission considered the matter and determined that it had reason to believe that 

Respondent has violated the said Acts, and that a Complaint should issue stating its charges in 

that respect. The Commission accepted the Consent Agreement and placed it on the public 

record for a period of 30 days for the receipt and consideration of public comments; at the same 

time, it issued and served its Complaint and Order to Maintain Assets. Now, in further 

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

Commission makes the following jurisdictional findings, and issues the following Decision and 

Order (“Order”):
2

1. Respondent CRH plc is a public limited company organized, existing, and doing business 

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

located at Stonemason’s Way, Rathfarnham, Dublin 16, D16KH51, Ireland. CRH’s

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

CRH Americas, Inc. (formerly Oldcastle, Inc.), 900 Ashwood Parkway, Suite 600, 

Atlanta, Georgia 30338.

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

and of the Respondent 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. “CRH” means CRH plc, its directors, officers, employees, agents, representatives, 

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

affiliates controlled by CRH (including Ash Grove Cement Company after the Merger), 

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

assigns of each.

B. “Commission” means the Federal Trade Commission.

C. “Acquirer” means any Person that acquires any of the Building Materials Assets pursuant 

to this Order.

D. “Building Materials Assets” means the Cement Assets, Gravel Assets, and Limestone 

Assets. 

E. “Building Materials Business” means the Cement Business, Gravel Business, and 

Limestone Business.

F. “Building Materials Employee” means any full-time, part-time, or contract individual 

employed by CRH at any time and whose job responsibilities relate or related to any 

Building Materials Business.

G. “Cement” means any of the products produced by the Cement Business.

H. “Cement Acquisition Agreement” means the Asset Purchase Agreement by and among 

Oldcastle Materials Cement Holdings, Inc., CRH Americas Materials, Inc., GCC Three 

Forks, LLC, and GCC of America, Inc., dated as of May 11, 2018, including related 

ancillary agreements, amendments, exhibits, and schedules.
3

I. “Cement Assets” means all of Respondent’s right, title, and interest in and to all property 

and assets, real, personal, or mixed, tangible and intangible, of every kind and 

description, wherever located, relating to the Cement Business, including, but not limited 

to, the Designated Assets; provided, however, that the Cement Assets need not include

any of (i) the Retained Assets or (ii) any assets that would otherwise be part of the 

Cement Assets if not needed by Acquirer and the Commission approves the divestiture 

without such assets. 

J. “Cement Business” means all business activities conducted by CRH prior to the Merger

Date at or relating to CRH’s Three Forks, Montana cement facility, including but not 

limited to researching, developing, manufacturing, and selling cement and other products.

K. “Confidential Information” means any and all of the following information:

1. all information that is a trade secret under applicable trade secret or other law;

2. all information concerning product specifications, data, know-how, formulae, 

compositions, processes, designs, sketches, photographs, graphs, drawings, 

samples, inventions and ideas, past, current and planned research and 

development, current and planned manufacturing or distribution methods and 

processes, customer lists, current and anticipated customer requirements, price 

lists, market studies, business plans, software and computer software and database 

technologies, systems, structures, and architectures;

3. all information concerning the relevant business, including historical and current 

financial statements, financial projections and budgets, tax returns and 

accountants’ materials, historical, current and projected sales, capital spending 

budgets and plans, business plans, strategic plans, marketing and advertising 

plans, publications, client and customer lists and files, contracts, the names and 

backgrounds of key personnel and personnel training techniques and materials; 

and

4. all notes, analyses, compilations, studies, summaries and other material to the 

extent containing or based, in whole or in part, upon any of the information 

Designated above;

Provided, however, that Confidential Information shall not include information that (i) 

was, is, or becomes generally available to the public other than as a result of a breach of 

this Order; (ii) was or is developed independently of and without reference to any 

Confidential Information; or (iii) was available, or becomes available, on a nonconfidential basis from a third party not bound by a confidentiality agreement or any 

legal, fiduciary or other obligation restricting disclosure.

L. “Consent” means any approval, consent, ratification, waiver, or other authorization.
4

M. “Contract” means any agreement, contract, lease, license agreement, consensual 

obligation, promise or undertaking (whether written or oral and whether express or 

implied), whether or not legally binding with third parties.

N. “Designated Assets” means:

1. all real property interests (including fee simple interests and real property 

leasehold interests), including all easements, and appurtenances, together with all 

buildings and other structures, facilities, and improvements located thereon, 

owned, leased, or otherwise held;

2. all Tangible Personal Property, including any Tangible Personal Property 

removed from any location of a relevant business since the date of the 

announcement of the Merger and not replaced;

3. all inventories;

4. all Contracts and all outstanding offers or solicitations to enter into any Contract, 

and all rights thereunder and related thereto;

5. all Governmental Authorizations and all pending applications therefor or renewals 

thereof, to the extent transferable;

6. all data and Records, including client and customer lists and Records, referral 

sources, research and development reports and Records, production reports and 

Records, service and warranty Records, equipment logs, operating guides and 

manuals, financial and accounting Records, creative materials, advertising 

materials, promotional materials, studies, reports, notices, orders, inquiries, 

correspondence, and other similar documents and Records, and copies of all 

personnel Records (to the extent permitted by law); and

7. all intangible rights and property, including Intellectual Property owned or 

licensed (as licensor or licensee) by Respondent (to the extent transferable or 

licensable), going concern value, goodwill, and telephone and telecopy listings.

O. “Divestiture Agreement” means the:

1. Cement Acquisition Agreement or any other agreement between Respondent (or 

between a Divestiture Trustee) and an Acquirer relating to the divestiture of any 

of the Cement Assets that has been approved by the Commission pursuant to this 

Order; including any related ancillary agreements, amendments, exhibits, and 

schedules;

2. Gravel Acquisition Agreement or any other agreement between Respondent (or 

between a Divestiture Trustee) and an Acquirer relating to the divestiture of any 

of the Gravel Assets that has been approved by the Commission pursuant to this 
5

Order; including any related ancillary agreements, amendments, exhibits, and 

schedules; and

3. Limestone Acquisition Agreement or any other agreement between Respondent 

(or between a Divestiture Trustee) and an Acquirer relating to the divestiture of 

any of the Limestone Assets that has been approved by the Commission pursuant 

to this Order; including any related ancillary agreements, amendments, exhibits, 

and schedules.

P. “Divestiture Trustee” means the Person appointed by the Commission pursuant to 

Paragraph VI. of this Order.

Q. “GCC” means GCC Three Forks, LLC, a limited liability 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 600 S. Cherry Street, 10th Floor, 

Glendale, Colorado 80246.

R. “Governmental Authorization” means any Consent, license, registration, or permit issued, 

granted, given or otherwise made available by or under the authority of any governmental 

body or pursuant to any legal requirement.

S. “Gravel Acquisition Agreement” means the Agreement of Purchase and Sale of Assets by 

and between OMG Midwest, Inc. and Martin Marietta Materials, Inc., dated as of May 

11, 2018, including related ancillary agreements, amendments, exhibits, and schedules. 

T. “Gravel Assets” means all of Respondent’s right, title, and interest in and to all property 

and assets, real, personal, or mixed, tangible and intangible, of every kind and 

description, wherever located, relating to the Gravel Business, including, but not limited 

to, the Designated Assets; provided, however, that the Gravel Assets need not include any 

of (i) the Retained Assets or (ii) any assets that would otherwise be part of the Gravel

Assets if not needed by Acquirer and the Commission approves the divestiture without 

such assets.

U. “Gravel Business” means all business activities conducted by CRH prior to the Merger

Date at or relating to CRH’s sand and gravel facilities located at (i) 10710 N. 312th, 

Circle Valley, Nebraska 68064 (KMG pit), (ii) 26245 West Center Road, Waterloo, 

Nebraska 68069 (Graske pit); and 2501 N. 264th Street, Waterloo, Nebraska 69069 

(Eihlers reserves), including but not limited to researching, developing, manufacturing, 

and selling sand, gravel, and other products.

V. “Hamm” means Hamm, Inc., a wholly-owned subsidiary of Summit Materials, LLC, 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 609 Perry 

Place, Perry, Kansas 66073.
6

W. “Intellectual Property” means all intellectual property, including (i) commercial names, 

all assumed fictional business names, trade names, “doing business as” (d/b/a names), 

registered and unregistered trademarks, service marks and applications, and trade dress; 

(ii) all patents, patent applications and inventions and discoveries that may be patentable; 

(iii) all registered and unregistered copyrights in both published works and unpublished 

works; (iv) all rights in mask works; (v) all know-how, trade secrets, confidential or 

proprietary information, customer lists, software, technical information, data, process 

technology, plans, drawings, and blue prints; (vi) and all rights in internet web sites and 

internet domain names presently used.

X. “Limestone Acquisition Agreement” means the Agreement of Purchase and Sale of 

Assets by and between APAC-Kansas, Inc. and Hamm, Inc., dated as of May 14, 2018, 

including related ancillary agreements, amendments, exhibits, and schedules. 

Y. “Limestone Assets” means all of Respondent’s right, title, and interest in and to all 

property and assets, real, personal, or mixed, tangible and intangible, of every kind and 

description, wherever located, relating to the Limestone Business, including, but not 

limited to, the Designated Assets; provided, however, that the Limestone Assets need not 

include any of (i) the Retained Assets or (ii) any assets that would otherwise be part of 

the Limestone Assets if not needed by Acquirer and the Commission approves the 

divestiture without such assets.

Z. “Limestone Business” means all business activities conducted by CRH prior to the 

Merger Date at or relating to CRH’s:

1. Limestone facilities and reserves located at 23775 W. 159th Street, Olathe, Kansas 

66061 (Olathe Quarry), 1600 West 151st Street, Olathe, Kansas 66061 (Lone Elm 

Quarry), and 8811 West 247th Street, Louisburg, Kansas 66053 (Louisburg 

Quarry), including but not limited to, researching, developing, mining,

manufacturing, and selling limestone and other products;

2. Asphalt facilities located at the Louisburg Quarry and Olathe Quarry, including 

but not limited to, researching, developing, manufacturing, and selling asphalt and 

other products; and

3. Construction and demolition landfill in Olathe, Kansas.

AA. Martin Marietta means Martin Marietta Materials, Inc., a corporation organized, existing, 

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

its office and principal place of business located at 2710 Wycliff Road, Raleigh, North 

Carolina 27607.

BB. “Merger” means the merger of CRH and Ash Grove Cement Company as described in 

the Agreement and Plan of Merger by and among CRH plc, AMAT Venture, Inc., Ash 

Grove Cement Company and Venture Stockholder Representative, LLC (solely with 

respect to Article IX), dated as of September 20, 2017.
7

CC. “Merger Date” means the date the Merger is completed. 

DD. “Person” means any individual, partnership, corporation, business trust, limited liability 

company, limited liability partnership, joint stock company, trust, unincorporated 

association, joint venture or other entity or a governmental body.

EE. “Record” means information that is inscribed on a tangible medium or that is stored in an 

electronic or other medium and is retrievable in perceivable form.

FF. “Retained Assets” means:

1. The regional office located at 7415 W. 130th Street, Suite 300, Overland Park, 

Kansas 66213; and all other corporate or regional offices that are not located in 

the Three Forks, Montana; Omaha, Nebraska; or Kansas City, Missouri 

metropolitan areas unless such other office is primarily related to one or more

Building Materials Business;

2. cement terminals located in Lethbridge, Canada, and Edmonton, Canada;

3. corporate, business, or other names of CRH, or any logo, trademark, service mark, 

domain name, trade or other name or any derivation thereof of CRH or e-mail 

addresses that contain such names;

4. software that can readily be purchased or licensed from sources other than 

Respondent and that has not been materially modified (other than through user 

preference settings);

5. enterprise software that Respondent used primarily to manage and account for 

businesses other than the Building Materials Business;

6. the portion of any Record that contains information about any business other than 

the business divested to an Acquirer; and 

7. any Record that Respondent has a legal, contractual, or fiduciary obligation to 

retain the original; provided, however, that Respondent shall provide copies of the 

Record and shall provide the Acquirer access to the original materials if copies 

are insufficient for regulatory or evidentiary purposes.

GG. “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, 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.
8

HH. “Transitional Services” means any service relating to any Building Materials Business 

that CRH provides from a property or facility that is not included in the Building 

Materials Assets that is reasonably necessary for an Acquirer to operate any aspect of a 

Building Materials Business, including but not limited to, payroll, employee benefits, 

accounting, IT systems, distribution, warehousing, access to know-how, use of 

trademarks or trade names, or other logistical, administrative, or operational support or 

training; provided, however, Transition Services does not include providing cement 

terminal or throughput services.

II.

IT IS FURTHER ORDERED that:

A. No later than 10 days from the Merger Date, Respondent shall divest the Cement Assets, 

absolutely and in good faith, to GCC pursuant to the Cement Acquisition Agreement; 

provided, however, that if Respondent has divested the Cement Assets to GCC prior to 

the date this Order becomes final, and if, at the time the Commission determines to make 

this Order final, the Commission notifies Respondent that:

1. GCC is not acceptable as the Acquirer of the Cement Assets, then Respondent

shall immediately rescind the Cement Acquisition Agreement, and shall divest the 

Cement Assets no later than 120 days from the date this Order is issued, 

absolutely and in good faith, at no minimum price, to a Person that receives the 

prior approval of the Commission and in a manner that receives the prior approval 

of the Commission; or

2. The manner in which the divestiture to GCC was accomplished is not acceptable, 

the Commission may direct Respondent, or appoint a Divestiture Trustee, to 

effect such modifications (that shall be incorporated into a revised Cement

Acquisition Agreement) to the manner of divestiture of the Cement Assets as the 

Commission may determine are necessary to satisfy the requirements of this 

Order.

B. No later than 10 days from the Merger Date, Respondent shall divest the Gravel Assets,

absolutely and in good faith, to Martin Marietta pursuant to the Gravel Acquisition 

Agreement; provided, however, that if Respondent has divested the Gravel Assets to 

Martin Marietta prior to the date this Order becomes final, and if, at the time the 

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

that:

1. Martin Marietta is not acceptable as the Acquirer of the Gravel Assets, then 

Respondent shall immediately rescind the Gravel Acquisition Agreement, and 

shall divest the relevant assets no later than 120 days from the date this Order is 

issued, absolutely and in good faith, at no minimum price, to a Person that 

receives the prior approval of the Commission and in a manner that receives the 

prior approval of the Commission; or
9

2. The manner in which the divestiture to Martin Marietta was accomplished is not 

acceptable, the Commission may direct Respondent, or appoint a Divestiture 

Trustee, to effect such modifications (that shall be incorporated into a revised

Gravel Acquisition Agreement) to the manner of divestiture of the Gravel Assets 

as the Commission may determine are necessary to satisfy the requirements of 

this Order.

C. No later than 10 days from the Merger Date, Respondent shall divest the Limestone 

Assets, absolutely and in good faith, to Hamm pursuant to the Limestone Acquisition 

Agreement; provided, however, that if Respondent has divested the Limestone Assets to

Hamm prior to the date this Order becomes final, and if, at the time the Commission 

determines to make this Order final, the Commission notifies Respondent that:

1. Hamm is not acceptable as the Acquirer of the Cement Assets, then Respondent 

shall immediately rescind the Limestone Acquisition Agreement, and shall divest 

the Limestone Assets no later than 120 days from the date this Order is issued, 

absolutely and in good faith, at no minimum price, to a Person that receives the 

prior approval of the Commission and in a manner that receives the prior approval 

of the Commission; or

2. The manner in which the divestiture to Hamm was accomplished is not 

acceptable, the Commission may direct Respondent, or appoint a Divestiture 

Trustee, to effect such modifications (that shall be incorporated into a revised 

Limestone Acquisition Agreement) to the manner of divestiture of the Limestone 

Assets as the Commission may determine are necessary to satisfy the 

requirements of this Order.

D. Respondent shall obtain all Governmental Authorizations and Consents from any Person 

that are necessary to transfer any of the Building Materials Assets no later than the date 

that such assets are divested; provided, however, that in the event that Respondent is

unable to obtain any Governmental Authorization, Respondent shall provide such 

assistance as Acquirer may reasonably request in Acquirer’s efforts to obtain a 

comparable authorization.

E. In connection with the divestiture of any of the Building Materials Assets or any portion 

of the Building Materials Assets, Respondent shall:

1. At the option of any Acquirer (exercised at any time up to 3 months after such 

assets are divested) and in a manner that receives the prior approval of the 

Commission, provide Transitional Services to the Acquirer for up to 12 months 

after divestiture of the applicable assets;

2. At the option of the Acquirer of the Cement Assets and in a manner that receives 

the prior approval of the Commission:
10

(a) Purchase Cement from the Acquirer as a customer for 36 months after 

divestiture of the Cement Assets; and

(b) Provide terminaling and throughput services to the Acquirer at 

Respondent’s cement terminals relating to the Cement Business in 

Lethbridge and Edmonton, Alberta, Canada for 36 months after divestiture 

of the Cement Assets; and

3. Provide the assistance set forth in Paragraphs II.E.1. and 2. (collectively 

“Transitional Assistance”) on terms and conditions sufficient to conduct the 

applicable Building Materials Business in a manner consistent with the operation 

of such business prior to the Merger Date (including the ability to develop new 

products, increase sales of current products, and make reasonable modifications to 

and maintain the competitiveness of the applicable Building Materials Business);

Provided, however, that Respondent shall give priority to an Acquirer’s requirements for 

Transitional Assistance over Respondent’s own requirements and take all actions that are 

reasonably necessary to ensure uninterrupted Transitional Assistance;

Provided further that (i) an Acquirer may terminate any or all Transitional Assistance at 

any time upon commercially reasonable notice and without cost or penalty and (ii) at an

Acquirer’s request, Respondent shall file with the Commission any request for prior 

approval to extend the term of any Transitional Assistance needed to achieve the 

purposes of this Order; and

Provided further that Respondent shall not seek to limit the damages (such as indirect, 

special, and consequential damages) which an Acquirer would be entitled to receive in 

the event of Respondent’s breach of any agreement relating to Transitional Assistance.

F. For a period of 2 years after the divestiture of any of the Building Materials Assets,

Respondent shall not solicit or induce any Building Materials Employee who has 

accepted an offer of employment with an Acquirer to terminate such employment; 

provided, however, that Respondent may (i) advertise for employees in newspapers, trade 

publications, or other media not targeted specifically at the employees or (ii) hire 

employees if employment has been terminated by an Acquirer or who apply for 

employment with Respondent, so long as such employees were not solicited by 

Respondent in violation of this paragraph.

G. The purpose of the divestiture of the Building Materials Assets is to ensure the continued 

use of the assets in the same businesses in which such assets were engaged at the time of 

the announcement of the Merger by Respondent and to remedy the lessening of 

competition resulting from the Merger as alleged in the Commission’s Complaint.
11

III.

IT IS FURTHER ORDERED that:

A. Respondent shall cooperate and assist with an Acquirer’s due diligence investigation of 

the applicable Building Materials Business and Building Materials Assets, including but 

not limited to, access to any and all personnel, properties, contracts, authorizations, 

documents, and information customarily provided as part of a due diligence process.

B. Respondent shall:

1. No later than 10 days before Respondent executes a Divestiture Agreement for 

any of the Building Materials Assets (i) identify each relevant Building Materials

Employee, (ii) allow an Acquirer to inspect the personnel files and other 

documentation of each relevant Building Materials Employee, to the extent 

permissible under applicable laws; and (iii) allow an Acquirer an opportunity to 

meet with any relevant Building Materials Employee outside the presence or 

hearing of Respondent;

2. Remove any contractual impediments that may deter any Building Materials

Employee from accepting employment with an Acquirer, including, any noncompete or confidentiality provision of an employment contract;

3. Not offer any incentive to any Building Materials Employee to decline 

employment with an Acquirer or otherwise interfere, directly or indirectly, with 

the recruitment, hiring, or employment of any Building Materials Employee by an 

Acquirer; and

4. Provide each Building Materials Employee with a financial incentive as necessary 

to accept an offer of employment with an Acquirer, including vesting all current 

and accrued benefits under Respondent’s retirement plans as of the date of 

transition of employment with an Acquirer for any Building Materials Employee

who accepts an offer of employment from an Acquirer.

For purposes of this Paragraph III., “Acquirer” shall include any Person with whom Respondent

engages in negotiations to acquire any of the Building Materials Assets.

IV.

IT IS FURTHER ORDERED that:

A. Respondent shall (i) not disclose (including as to Respondent’s employees) and (ii) not 

use for any reason or purpose, any Confidential Information received or maintained by 

Respondent relating to any Building Materials Assets, Building Materials Business, and

the post-divestiture Building Materials Business; provided, however, that Respondent

may disclose or use such Confidential Information in the course of:
12

1. Performing its obligations or as permitted under this Order, the Order to Maintain 

Assets, or any Divestiture Agreement; or

2. Complying with financial, regulatory, or other legal obligations, obtaining legal 

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

threatened or brought against the Building Materials Assets or Building Materials 

Business or as required by law.

B. If disclosure or use of any Confidential Information is permitted to Respondent’s

employees or to any other Person under Paragraph IV.A. of this Order, Respondent shall 

limit such disclosure or use (i) only to the extent such information is required, (ii) only to 

those employees or Persons who require such information for the purposes permitted 

under Paragraph IV.A., and (iii) only after such employees or Persons have signed an 

agreement to maintain the confidentiality of such information.

C. Respondent shall enforce the terms of this Paragraph IV. as to its employees or any other 

Person, and take such action as is necessary to cause each of its employees and any other 

Person to comply with the terms of this Paragraph IV., including implementation of 

access and data controls, training of its employees, and all other actions that Respondent

would take to protect their own trade secrets and proprietary information. 

V.

IT IS FURTHER ORDERED that:

A. William Hill (“Monitor”) shall serve to monitor Respondent’s compliance with all of its

obligations and perform all of its responsibilities as required by this Order and any

Divestiture Agreement.

B. Respondent shall enter into an agreement with the Monitor, subject to the prior approval 

of the Commission, that (i) shall become effective no later than one day after the date the 

Commission appoints the Monitor, and (ii) confers upon the Monitor all rights, powers, 

and authority necessary to permit the Monitor to perform his duties and responsibilities 

on the terms set forth in this Order:

1. The Monitor shall (i) monitor Respondent’s compliance with the obligations set 

forth in this Order and (ii) act in consultation with the Commission or its staff, 

and shall serve as an independent third party and not as an employee or agent of 

the Respondent or of the Commission;

2. Respondent shall (i) ensure that the Monitor has full and complete access to all 

Respondent’s personnel, books, records, documents, and facilities relating to 

compliance with this Order or to any other relevant information as the Monitor 

may reasonably request, and (ii) cooperate with, and take no action to interfere 
13

with or impede the ability of, the Monitor to perform his duties pursuant to this 

Order;

3. The Monitor (i) shall serve at the expense of Respondent, without bond or other 

security, on such reasonable and customary terms and conditions as the 

Commission may set, and (ii) may employ, at the cost and expense of 

Respondent, such consultants, accountants, attorneys, and other representatives 

and assistants as are reasonably necessary to carry out the Monitor’s duties and 

responsibilities;

4. Respondent shall indemnify the Monitor and hold him harmless against any 

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

with, the performance of his 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 Monitor’s gross 

negligence or willful misconduct; and

5. Respondent may require the Monitor and each of the Monitor’s consultants, 

accountants, attorneys, and other representatives and assistants to sign a 

customary confidentiality agreement; provided, however, that such agreement 

shall not restrict the Monitor from providing any information to the Commission.

C. The Monitor shall report in writing to the Commission concerning Respondent’s 

compliance with this Order (i) every 30 days after the Merger Date for a period of 6 

months (ii) every 90 days thereafter until Respondent has completed its obligations to 

provide Transitional Assistance, including a report (“Final Report”) no later than 10 days 

after Respondent has completed such obligations, and (iii) at any other time as requested 

by the staff of the Commission.

D. The Commission may require the Monitor and each of the Monitor’s consultants, 

accountants, attorneys, and other representatives and assistants to sign a confidentiality 

agreement related to Commission materials and information received in connection with 

the performance of the Monitor’s duties.

E. The Monitor’s power and duties shall terminate 10 business days after the Monitor has 

completed his Final Report, or at such other time as directed by the Commission.

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

act diligently, or is unwilling or unable to continue to serve, the Commission may appoint 

a substitute Monitor, subject to the consent of Respondent, which consent shall not be 

unreasonably withheld:

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

selection of the substitute Monitor within 5 days after notice by the staff of the 

Commission to Respondent of the identity of any substitute Monitor, then 
14

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

substitute Monitor; and

2. Respondent shall, no later than 5 days after the Commission appoints a substitute 

Monitor, enter into an agreement with the substitute Monitor that, subject to the 

approval of the Commission, confers on the substitute Monitor all the rights, 

powers, and authority necessary to permit the substitute Monitor to perform his or 

her duties and responsibilities pursuant to this Order on the same terms and 

conditions as provided in this Paragraph V.

G. 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.

VI.

IT IS FURTHER ORDERED that:

A. If Respondent has not fully complied with the divestiture and other obligations as 

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

Trustee to divest any of the Building Materials Assets and perform Respondent’s other 

obligations 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.

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, Respondent 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 the 

Respondent to comply with this Order.

C. The Commission shall select the Divestiture Trustee, subject to the consent of 

Respondent, which consent shall not be unreasonably withheld. The Divestiture Trustee 

shall be a person with experience and expertise in acquisitions and divestitures. If 

Respondent has not opposed, in writing, including the reasons for opposing, the selection 

of any proposed Divestiture Trustee within 10 days after notice by the staff of the 

Commission to Respondent of the identity of any proposed Divestiture Trustee, 

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

Divestiture Trustee.
15

D. Within 10 days after appointment of a Divestiture Trustee, Respondent shall execute a 

trust agreement that, subject to the prior approval of the Commission, transfers to the 

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

effect the relevant divestiture or other action required by the Order.

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

Respondent shall consent to the following terms and conditions regarding the Divestiture 

Trustee’s powers, duties, authority, and responsibilities:

1. Subject to the prior approval of the Commission, the Divestiture Trustee shall 

have the exclusive power and authority to assign, grant, license, divest, transfer, 

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

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

conveyed, and to take such other action as may be required to divest the Building 

Materials Assets and perform Respondent’s other obligations in a manner that 

satisfies the requirements of this Order;

2. The Divestiture Trustee shall have 12 months from the date the Commission 

approves the trust 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 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;

3. Subject to any demonstrated legally recognized privilege, the Divestiture Trustee 

shall have full and complete access to the personnel, books, records, and facilities 

related to the relevant assets that are required to be assigned, granted, licensed, 

divested, delivered, or otherwise conveyed by this Order and to any other relevant 

information, as the Divestiture Trustee may request. Respondent shall develop 

such financial or other information as the Divestiture Trustee may request and 

shall cooperate with the Divestiture Trustee. Respondent shall take no action to 

interfere with or impede the Divestiture Trustee’s accomplishment of the 

divestiture. Any delays in divestiture caused by Respondent shall extend the time 

for divestiture under this Paragraph VI. in an amount equal to the delay, as 

determined by the Commission or, for a court-appointed Divestiture Trustee, by 

the court;

4. The Divestiture Trustee shall use commercially reasonable best efforts to 

negotiate the most favorable price and terms available in each contract that is 

submitted to the Commission, subject to Respondent’s 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 
16

selected by Respondent from among those approved by the Commission; 

provided further, however, that Respondent shall select such entity within 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 Respondent, 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 Respondent, 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 the 

Respondent, 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. Respondent 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 or willful misconduct by the 

Divestiture Trustee. For purposes of this Paragraph VI.E.6., the term “Divestiture 

Trustee” shall include all Persons retained by the Divestiture Trustee pursuant to 

Paragraph VI.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;

8. The Divestiture Trustee shall report in writing to Respondent and to the 

Commission every 60 days concerning the Divestiture Trustee’s efforts to 

accomplish the divestiture; and

9. Respondent 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.
17

F. The Commission may require the Divestiture Trustee and each of the Divestiture 

Trustee’s consultants, accountants, attorneys, and other representatives and assistants to 

sign a confidentiality agreement related to Commission materials and information 

received in connection with the performance of the Divestiture Trustee’s duties.

G. 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 VI.

H. 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 divestitures and 

other obligations or action required by this Order.

VII.

IT IS FURTHERED ORDERED that:

A. If GCC, Martin Marietta, or Hamm do not acquire the Building Materials Assets as 

described in this Order, Respondent shall set forth the manner in which it will accomplish 

the relevant divestiture and other obligations under this Order in one or more agreements 

with one or more other Acquirers and submit such agreements to the Commission for 

prior approval.

B. The Divestiture Agreement shall be incorporated by reference into this Order and made a 

part hereof, and any failure by Respondent to comply with the terms of the Divestiture 

Agreement shall constitute a violation of this Order; provided, however, that the

Divestiture Agreement shall not limit, or be construed to limit, the terms of the Order. To 

the extent any provision in the Divestiture Agreement varies from or conflicts with any 

provision in the Order such that Respondent cannot fully comply with both, Respondent

shall comply with the Order.

C. Respondent shall not modify, replace, or extend the terms of the Divestiture Agreement 

after the Commission issues this Order without the prior approval of the Commission, 

except as otherwise provided in Commission Rule 2.41(f)(5), 16 C.F.R. § 2.41(f)(5).
18

VIII.

IT IS FURTHER ORDERED that:

A. Respondent shall:

1. No later than 5 days after the Merger Date, notify the Commission via email at 

bccompliance@ftc.gov of the Merger Date; and

2. No later than 10 days after the divestiture of any of the Building Materials Assets 

has been completed, (a) notify the Commission of the date such divestiture closed 

and (b) submit the complete Divestiture Agreement to the Commission at 

ElectronicFilings@ftc.gov and bccompliance@ftc.gov.

B. Respondent shall submit verified written reports (“Compliance Reports”) in accordance 

with the following:

1. Respondent shall submit:

(a) Interim Compliance Reports 30 days after this Order is issued and every 

30 days thereafter until Respondent has fully complied with the provisions 

of Paragraphs II.A.-C. of this Order; and

(b) Annual Compliance Reports one year after the date this Order is issued 

and annually thereafter for the next nine years on the anniversary of that 

date; and

(c) Additional Compliance Reports as the Commission or its staff may 

request.

2. Each Compliance Report shall set forth in detail the manner and form in which 

Respondent intends to comply, is complying, and has complied with this Order, 

including, as applicable:

(a) the status of the divestiture and transfer of the Building Materials Assets;

(b) if GCC, Martin Marietta, or Hamm do not acquire the relevant Building 

Materials Assets as set forth in this Order, a description of all substantive 

contacts with any proposed substitute acquirer; and

(c) a description of any dispute between Respondent and an Acquirer under 

this Order or a Divestiture Agreement.
19

C. Respondent shall verify each Compliance Report with a notarized signature or sworn 

statement or in the manner set forth in 28 U.S.C. § 1746 by the Chief Executive Officer 

or other officer or employee specifically authorized to perform this function. Respondent

shall submit an original and two copies of each Compliance Report as required by 

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

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

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

addition, Respondent shall provide a copy of each Compliance Report to the Monitor if 

the Commission has appointed one in this matter.

IX.

IT IS FURTHER ORDERED that Respondent shall notify the Commission at least 30

days prior to:

A. Any proposed dissolution of Respondent CRH plc;

B. Any proposed acquisition, merger, or consolidation of Respondent CRH plc; or

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

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

arising out of this Order.

X.

IT IS FURTHER ORDERED that, for purposes of determining or securing compliance 

with this Order, and subject to any legally recognized privilege, upon written request and 5 days’

notice to the relevant Respondent, made to its principal place of business as identified in this 

Order, registered office of its United States subsidiary, or its headquarters office, the notified 

Respondent shall, without restraint or interference, permit any duly authorized representative of 

the Commission:

A. Access, during business office hours of the Respondent and in the presence of counsel, to 

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

documentary material and electronically stored information as defined in Commission 

Rules 2.7(a)(1) and (2), 16 C.F.R. § 2.7(a)(1) and (2), in the possession or under the 

control of the Respondent related to compliance with this Order, which copying services 

shall be provided by the Respondent at the request of the authorized representative of the 

Commission and at the expense of the Respondent; and

B. To interview officers, directors, or employees of the Respondent, who may have counsel 

present, regarding such matters.
20

XI.

IT IS FURTHER ORDERED that this Order shall terminate on August 1, 2028.

By the Commission.

Donald S. Clark

Secretary

SEAL:

ISSUED: August 1, 2018