PUBLIC

UNITED STATES OF AMERICA 12 20 2019 

BEFORE THE FEDERAL TRADE COMMISSION 597027 

COMMISSIONERS: Joseph J. Simons, Chairman

Noah Joshua Phillips

Rohit Chopra

Rebecca Kelly Slaughter

Christine S. Wilson

ORIGINAL 

In the Matter of

RAG-Stiftung,

Evonik Industries AG,

Evonik Corporation,

Evonik International Holding B.V.,

One Equity Partners Secondary Fund,

L.P., Docket No. 9384

One Equity Partners V, L.P.,

Lexington Capital Partners VII (AIV I),

L.P.,

PeroxyChem Holding Company LLC,

PeroxyChem Holdings, L.P.,

PeroxyChem Holdings LLC,

PeroxyChem LLC

and

PeroxyChem Cooperatief U.A.
PUBLIC

JOINT EXPEDITED MOTION FOR

CONTINUANCE OF ADMINISTRATIVE PROCEEDING

Pursuant to Rule 3.41 of the Federal Trade Commission’s (FTC or Commission) Rules of

Practice for Adjudicative Proceedings, Complaint Counsel, Respondents RAG-Stiftung, Evonik

Industries AG, Evonik Corporation, and Evonik International Holding B.V. (together, Evonik),

and Respondents One Equity Partners Secondary Fund, L.P., One Equity Partners V, L.P.,

Lexington Capital Partners VIII (AIV I), L.P., PeroxyChem Holding Company LLC,

PeroxyChem Holdings, L.P., PeroxyChem Holdings LLC, PeroxyChem LLC, and PeroxyChem

Cooperatief U.A. (together, PeroxyChem), jointly move for a continuance of the commencement

of the administrative hearing in the above-captioned matter. Complaint Counsel and Respondents

jointly request that the administrative hearing currently scheduled to begin on January 22, 2020

be postponed 49 days to March 11, 2020. Complaint Counsel and Respondents also request that

the related pre-hearing deadlines be postponed by 49 days.

BACKGROUND

On August 2, 2019, the FTC issued a complaint initiating this administrative proceeding

and also filed a complaint in the U.S. District Court for the District of Columbia seeking a

temporary restraining order and preliminary injunction to enjoin Evonik’s proposed acquisition

of PeroxyChem (the Proposed Acquisition) pursuant to Section 13(b) of the FTC Act. In re

RAG-Stiftung, D09384 (F.T.C. Aug. 2, 2019); FTC v. RAG-Stiftung, No. 1:19-cv-02337-TJK

(D.D.C. Aug. 2, 2019). On August 5, 2019, the U.S. District Court for the District of Columbia

entered a temporary restraining order preventing Respondents from consummating the Proposed

Acquisition until, at the earliest, after 11:59 PM Eastern Time five business days following the

federal district court’s decision on the motion for preliminary injunction. Order Granting

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Plaintiff’s Motion for Entry of Stipulated Temporary Restraining Order, FTC v. RAG-Stiftung,

No. 1:19-cv-02337-TJK (D.D.C. Aug. 5, 2019). Following fact discovery between August 12,

2019 and September 27, 2019, a preliminary injunction hearing was held before Judge Timothy

J. Kelly from November 12, 2019 to November 21, 2019. Joint Stipulated Case Management

and Scheduling Order at 2, FTC v. RAG-Stiftung, No. 1:19-cv-02337-TJK (D.D.C. Aug. 12,

2019). The parties filed Proposed Findings of Fact and Conclusions of Law in the U.S. District

Court for the District of Columbia on December 4, 2019, and presented closing arguments before

Judge Kelly on December 13, 2019. Docket, FTC v. RAG-Stiftung, No. 1:19-cv-02337-TJK

(D.D.C. Dec. 4 and Dec. 13, 2019).

Pursuant to Respondents’ executed Agreement and Plan of Merger, the outside closing

date of the Proposed Acquisition is February 3, 2020, after which either party may terminate the

transaction. Transcript of Pretrial Conference at 7, In re RAG-Stiftung, D09384 (F.T.C. Aug. 29,

2019) [Exhibit 1]. Based on the outside closing date, the parties requested—and Judge Kelly

stated that he anticipates issuing—a decision on the motion for preliminary injunction by January

24, 2020. See Transcript of Status Conference at 7-8, FTC v. RAG-Stiftung, No. 1:19-cv-02337-

TJK (D.D.C. Aug. 5, 2019) [Exhibit 2]; Transcript of Evidentiary Hearing at 2438:2-2439:16,

FTC v. RAG-Stiftung, No. 1:19-cv-02337-TJK (D.D.C. Dec. 13, 2019) [Exhibit 3]. As a result of

the outside closing date of February 3, 2020, Evonik and PeroxyChem intend to abandon the

Proposed Acquisition if it is preliminarily enjoined.1 Declaration of Dr. Norbert Löw, Evonik

Industries AG [Exhibit 4]; Declaration of Pete Zografakis, PeroxyChem Holdings [Exhibit 5].

The parties also made the same representation directly to Judge Kelly on several occasions,

including most recently in their Proposed Findings of Fact and Conclusions of Law. Defendants

1

 Evonik and PeroxyChem reserve all rights to appeal.

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Proposed Findings of Fact and Conclusions of Law (Dec. 4, 2019) ¶ 45 (“If the Court enjoins the

merger, the final closing date will pass on February 3, 2020, and commercial imperatives will

force the merging parties to terminate their merger agreement.”).

ARGUMENT

The proposed brief continuance of the administrative hearing and related pre-hearing

deadlines will avoid unnecessary material burden on the third parties, the FTC, and the

Respondents, and will not interfere with the Commission’s expeditious review and resolution of

the matter pursuant to its Part III policies. Under Rule 3.41(b), “[t]he Commission, upon a

showing of good cause, may order a later date for the evidentiary hearing to commence.” 16

C.F.R. § 3.41(b). Similarly, Rule 3.41(f) provides the Commission with authority to stay an

administrative hearing due to a collateral federal court action when there is good cause: “[t]he

pendency of a collateral federal court action that relates to the administrative adjudication shall

not stay the proceeding: (i) [u]nless a court of competent jurisdiction, or the Commission for

good cause, so directs.” 16 C.F.R. § 3.41(f). Complaint Counsel and Respondents jointly submit

that good cause exists for the requested continuance.

1. Good Cause Merits a Continuance of the Hearing and Pre-Hearing Deadlines.

The overlapping administrative hearing and anticipated ruling in the federal district court

preliminary injunction proceeding provide good cause to grant a continuance. Under the current

Scheduling Order, the administrative hearing is scheduled to begin on January 22, 2020, two

days before the federal district court is anticipated to issue a decision on the motion for

preliminary injunction. Scheduling Order at 5, In re RAG-Stiftung, D09384 (F.T.C. Aug. 29,

2019). Following issuance of the federal district court’s decision on or around January 24, 2020,

Respondents anticipate that the administrative hearing is unlikely to immediately proceed—if it

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proceeds at all—irrespective of the court’s ruling. If the federal district court grants Complaint

Counsel’s motion for preliminary injunction, Respondents will abandon the Proposed

Acquisition. See Transcript of Pretrial Conference at 7, In re RAG-Stiftung, D09384 (F.T.C.

Aug. 29, 2019) [Exhibit 1]; Transcript of Status Conference at 7-8, FTC v. RAG-Stiftung, No.

1:19-cv-02337-TJK (D.D.C. Aug. 5, 2019) [Exhibit 2]; Declaration of Dr. Norbert Löw, Evonik

Industries AG [Exhibit 4]; Declaration of Pete Zografakis, PeroxyChem Holdings [Exhibit 5]. If

the federal district court denies Complaint Counsel’s motion for preliminary injunction,

Respondents intend to move immediately for the administrative proceeding to be withdrawn

from adjudication or dismissed pursuant to Rule 3.26. 16 C.F.R. § 3.26.

A continuance is warranted under these circumstances because it will prevent

unnecessary burden on the third parties and the parties, conserve the FTC’s resources for use in

other matters, and will not prevent an expeditious Part III adjudication if it ultimately proceeds.

a. A Continuance Will Ensure the Third Parties and the Parties Do Not Face Any

Unnecessary Burden and Expense.

A brief continuance of the administrative hearing and the related pre-hearing deadlines

will ensure that the third parties and the parties do not face undue burden and spend significant

resources preparing for a hearing that is unlikely to proceed irrespective of the preliminary

injunction outcome. The Commission has previously recognized that “the public interest is not

ideally served if litigants and third parties bear expenditures that later prove unnecessary.” Order

Granting Continuance at 2, In re Sanford Health, D09376 (F.T.C. Nov. 3, 2017). The public

interest would be best served if a brief continuance is granted.

Pursuant to the current Scheduling Order, the third parties will soon need to expend

significant resources to meet upcoming pre-hearing deadlines. For example, the Scheduling

Order currently requires the third parties to file motions for in camera treatment by January 7,

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2020, only 18 days from now and immediately following the Christmas and New Year public

holidays. During the course of the federal district court trial, the parties informed approximately

25 third parties that materials containing confidential information might be used during the

proceeding, after which motions were filed by 23 third parties including by 21 outside counsel on

their behalf. Docket, FTC v. RAG-Stiftung, No. 1:19-cv-02337-TJK (D.D.C. Nov. 4, 2019).

Complaint Counsel and Respondents anticipate that these third parties will now be obliged to file

motions for in camera treatment in the Part III proceeding by January 7 in order to protect their

confidential information and commercial interests. The preparation of these motions is likely to

require significant time and expense from the third parties to ensure compliance with the “strict

standards” of the FTC’s confidentiality rule and to provide the required declarations or affidavits.

Scheduling Order at 7, In re RAG-Stiftung, D09384 (F.T.C. Aug. 29, 2019). The requested

continuance will postpone the January 7 deadline for motions for in camera treatment to

February 25, 2020, thereby providing the third parties sufficient time to prepare motions for in

camera treatment, if necessary, after the issuance of the federal court’s decision—or more likely,

allowing the third parties to avoid the burden entirely when the Part III proceeding ultimately

becomes moot.

In addition to pre-trial motions, the third parties and the parties will bear the expense of

preparing for a potentially lengthy full trial. Significant preparation will be required to prepare

for a hearing that can last up to 210 hours; by contrast, the preliminary injunction hearing was

capped at 50 hours and still required material cost to the third parties. See 16 C.F.R. § 3.41(b);

Joint Stipulated Case Management and Scheduling Order at 13, FTC v. RAG-Stiftung, No. 1:19-

cv-02337-TJK (D.D.C. Nov. 4, 2019). Recent administrative hearings in merger cases have

required 15 to 31 days of trial over more than a month. Initial Decision at 2-3, In re Otto Bock

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Healthcare North America, Inc., D09378 (F.T.C. May 6, 2019) (evidentiary hearing required 31

days between July 10, 2018 and October 4, 2018); Initial Decision at 1, In re Tronox Limited,

D09377 (F.T.C. Dec. 14, 2018) (evidentiary hearing required 16 days between May 18, 2018 and

June 22, 2018). In addition, third-party and party witnesses will bear the burden of traveling to

Washington, DC, for testimony in the administrative proceeding beginning on January 22, which

potentially could be terminated only two days later following the federal district court’s

anticipated decision date of January 24. These same third-party and party witnesses have already

testified concerning the same issues in federal court, including associated preparation, travel, and

opportunity costs related to their ordinary course responsibilities.

The requested continuance will postpone these deadlines to ensure that the third parties

are not unnecessarily burdened and forced to bear material costs and to further expend resources

to assess materials for confidential information, and to prepare and submit associated motions for

in camera treatment, as well as prepare witnesses for testimony until necessary.

b. A Continuance Will Conserve the FTC’s Resources Until Needed.

The requested continuance will similarly conserve the resources of both the

Administrative Law Judge and FTC staff, permitting those resources to be allocated elsewhere in

furtherance of the Commission’s mission. Before the hearing begins, the parties and the third

parties are required to file motions in limine and associated responses, motions for in camera

treatment and associated responses, and pretrial briefs, as well as present at a prehearing

conference. See Scheduling Order at 4, In re RAG-Stiftung, D09384 (F.T.C. Aug. 29, 2019).

The hearing before the Administrative Law Judge will then begin on January 22, 2020. Id. at 5.

The requested continuance will ensure that neither the Administrative Law Judge nor FTC staff

7
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devote time to these activities and otherwise preparing for and presiding over or participating in

the proceeding until necessary.

c. A Brief Continuance Will Not Prevent An Expeditious Hearing.

The brief postponement of the hearing and related pre-trial deadlines will not prevent the

Commission from expeditiously proceeding with the administrative hearing if it ultimately takes

place. “[A] short delay in the start of the administrative hearing would not harm the Commission

or the public interest should it be necessary for the administrative adjudication to go forward.”

Order Granting Continuance at 2, In re Advocate Health Care Network, D09369 (F.T.C. May 6,

2016). A continuance of 49 days will only briefly postpone the hearing as is necessary to

prevent needless burden, while allowing sufficient time for the third parties to prepare their

motions for in camera treatment if ultimately needed.

2. A Continuance Under These Circumstances Is Consistent with Prior Commission

Orders.

The Commission has previously granted continuances under similar circumstances. In

Advocate Health/NorthShore, the Commission found good cause and granted a 22-day

continuance of the administrative hearing and pre-hearing deadlines as a result of the related

preliminary injunction proceeding in federal district court. Order Granting Continuance, In re

Advocate Health Care Network, D09369 (F.T.C. May 6, 2016). The parties’ reasoning for

requesting a continuance included that a decision on the preliminary injunction was expected

close in time to the start of the administrative hearing. Joint Expedited Motion for a 22-Day Stay

of Administrative Proceedings at 2, In re Advocate Health Care Network, D09369 (F.T.C. Apr.

27, 2016). In granting the continuance, the Commission referenced the respondents’

representations that they would abandon the transaction if a preliminary injunction was granted

or file a motion for withdrawal or a stay under Rule 3.26 if the preliminary injunction was

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denied—both of which Evonik and PeroxyChem also represent here. Order Granting

Continuance at 2, In re Advocate Health Care Network, D09369 (F.T.C. May 6, 2016). In

addition, the Commission referenced reasoning that is consistent with this Motion, namely that

the continuance would eliminate burden on the third parties as the administrative hearing could

become moot and that the continuance would not prejudice the Commission. Id. The

Commission subsequently granted a further continuance that the parties requested after the

preliminary injunction hearing concluded and before the federal district court’s decision. Order

Granting Continuance at 1, In re Advocate Health Care Network, D09369 (F.T.C. June 2, 2016).

Similarly, in Sanford Health/Mid Dakota Clinic, the Commission granted several continuances

of the administrative proceeding as a result of the ongoing federal court preliminary injunction

proceeding. Order Granting Continuance, In re Sanford Health, D09376 (F.T.C. Nov. 3, 2017);

Order Granting Further Continuance of Administrative Proceedings, In re Sanford Health,

D09376 (F.T.C. Nov. 21, 2017). One continuance was granted as the parties waited for the

federal district court’s decision to prevent unnecessary burden on the third parties, as “the public

interest is not ideally served if litigants and third parties bear expenditures that later prove

unnecessary.” Order Granting Further Continuance of Administrative Proceedings at 2, In re

Sanford Health, D09376 (F.T.C. Nov. 21, 2017). Consistent with the Commission’s reasoning in

those cases, the similar circumstances presented in this case support the issuance of a

continuance.

The Administrative Law Judge also recognized the benefits of a continuance. During the

initial Scheduling Conference, the Administrative Law Judge requested that the parties jointly

seek a continuance of the administrative proceeding if a ruling in the preliminary injunction

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proceeding was still pending. Pretrial Conference Transcript at 10:8-10, In re RAG-Stiftung,

D09384 (F.T.C. Aug. 29, 2019).

Complaint Counsel and Respondents respectfully submit that good cause to continue the

hearing and related deadlines under Rule 3.41 exists and request that the continuance be granted.

RELIEF REQUESTED

For all of the foregoing reasons, Complaint Counsel and Respondents jointly and

respectfully request that the Commission exercise its discretion under Rule 3.41(b) and/or Rule

3.41(f) to postpone the commencement of the administrative hearing by 49 days, or until such

later date as may be convenient for the Chief Administrative Law Judge and the Commission.

Complaint Counsel and Respondents also request an extension of all interim pre-trial deadlines

for 49 days.

Date: December 20, 2019

/s/ James Rhilinger /s/ Eric Mahr

James Rhilinger Eric Mahr

Amy Dobrzynski Andrew J. Ewalt

Daniel Matheson Justin Stewart-Teitelbaum

Dominic Vote Laura C. Onken

Federal Trade Commission Sarah M. Melanson

Bureau of Competition Freshfields Bruckhaus Deringer US LLP

600 Pennsylvania Avenue, NW 700 13th Street NW, 10th Floor

Washington, DC 20580 Washington, DC 20005

Tel: 202-326-2871 Tel: 202-777-4545

Email: jrhilinger@ftc.gov Email: eric.mahr@freshfields.com

Counsel Supporting the Complaint Counsel for Respondents RAG-Stiftung,

Evonik Industries AG, Evonik Corporation,

and Evonik International Holding, B.V.

/s/ Mike G. Cowie

Mike G. Cowie

James A. Fishkin

Shari Ross Lahlou

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Brian E. Rafkin

Anna Aryankalayil

Blair Kuykendall

Dechert LLP

1900 K Street, NW

Washington, DC 20006

Counsel for Respondents One Equity Partners

Secondary Fund, L.P., One Equity Partners

V, L.P., Lexington Capital Partners VIII (AIV

I), L.P., PeroxyChem Holding Company LLC,

PeroxyChem Holdings, L.P., PeroxyChem

Holdings LLC, PeroxyChem LLC, and

PeroxyChem Cooperatief U.A.

11
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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Joseph J. Simons, Chairman

Noah Joshua Phillips

Rohit Chopra

Rebecca Kelly Slaughter

Christine S. Wilson

In the Matter of

RAG-Stiftung,

a public-private foundation;

Evonik Industries AG,

a public company;

Evonik Corporation,

a public company;

Evonik International Holding B.V.,

a public company;

One Equity Partners Secondary Fund,

L.P.,

a private company; Docket No. 9384

One Equity Partners V, L.P.,

a private company;

Lexington Capital Partners VII (AIV I),

L.P.,

a private company;

PeroxyChem Holding Company LLC,

a private company;

PeroxyChem Holdings, L.P.,

a private company;

PeroxyChem Holdings LLC,

a private company;

PeroxyChem LLC

a private company;

12
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and

PeroxyChem Cooperatief U.A.

a private company.

[PROPOSED] ORDER GRANTING JOINT EXPEDITED MOTION FOR

CONTINUANCE OF ADMINISTRATIVE PROCEEDINGS

Good cause having been shown,

IT IS HEREBY ORDERED THAT Complaint Counsel’s and Respondents’ Joint Expedited

Motion for Continuance of Administrative Proceedings is GRANTED; and

1) Commencement of the evidentiary hearing in this matter is moved by 49 days from

January 22, 2020 to March 11, 2020; and

2) All other interim pre-hearing deadlines be extended by 49 days.

By the Commission.

Donald S. Clark

Secretary

ISSUED:

13
Exhibit 1
1 UNITED STATES OF AMERICA

2 BEFORE THE FEDERAL TRADE COMMISSION

3 OFFICE OF ADMINISTRATIVE LAW JUDGES

4

5 In the Matter of: )

 )

6 In re: RAG-Stiftung, Evonik )

Industries, AG, Evonik Corporation, )

7 Evonik International Holding, B.V. )

 )

8 and )

 )

9 One Equity Partners Secondary Fund, )

LP, One Equity Partners V. L.P., )

10 Lexington Capital Partners VII (AIVI), )

L.P., PeroxyChem Holding Company LLC, )

11 PeroxyChem Holdings L.P., )

PeroxyChem Holdings, LLC, )

12 PeroxyChem Holdings, L.P., )

PeroxyChem Holdings, LLC, )

13 PeroxyChem LLC, and )

PeroxyChem Cooperatief U.S., )

14 )

 Respondents. )

15 --------------------------------------------)

16

17 THURSDAY, AUGUST 29, 2019

18 1:00 P.M.

19 PRETRIAL CONFERENCE

20 PUBLIC RECORD

21 BEFORE THE HONORABLE D. MICHAEL CHAPPELL

 Chief Administrative Law Judge

22 Federal Trade Commission

 600 Pennsylvania Avenue, N.W.

23 Washington, D.C.

24

25 Reported by: Susanne Bergling, RMR-CRR-CLR
7

Pretrial Conference

Evonik Industries, et al. 8/29/2019

1 JUDGE CHAPPELL: Anything to add?

2 MR. MAHR: Yes, Your Honor. When we met with

3 Judge Kelly, we informed him of kind of the commercial

4 realities of this transaction. Those are that the last

5 closing date is February 3rd, 2020, and that makes

6 February 4th, 2020, the first date on which either party

7 can terminate the transaction.

8 We told Judge Kelly that it was our belief that,

9 in order to assure that the transaction can close, we

10 would need a ruling from him, if possible, by January

11 24th, 2020, on the preliminary injunction motion,

12 because in our view, as in many of these cases, we think

13 that will decide, as a practical matter, the fate of the

14 transaction.

15 And he indicated to us that he thought that could

16 be done. He obviously didn't make any promises, but he

17 thought that could be done.

18 JUDGE CHAPPELL: I'm concerned about this trial

19 date. I've been doing this a while. I don't know how

20 many rodeos this has been, but it's been a lot, and only

21 one -- actually, no case, no merger case has ever gone

22 to trial where the Government's filed the preliminary

23 injunction request up front. We had one that went to

24 trial where they failed to file for preliminary

25 injunction until down the road, and if you're wondering,

For The Record, Inc.

(301) 870-8025 - www.ftrinc.net - (800) 921-5555
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Exhibit 4
PUBLIC 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

RAG-Stiftung, 

Evonik Industries AG, 

Evonik Corporation, 

Evonik International Holding B.V., 

One Equity Partners Secondary Fund, 

L.P., Docket No. 9384 

One Equity Partners V, L.P., 

Lexington Capital Partners VII (AIV I), 

L.P., 

PeroxyChem Holding Company LLC, 

PeroxyChem Holdings, L.P., 

PeroxyChem Holdings LLC, 

PeroxyChem LLC 

and 

PeroxyChem Cooperatief U.A. 

DECLARATION OF DR. NORBERT LOW 

I. Dr. Norbert Lo\\. hereby certi !)' the fo I lowing: 

l. I am Head of Antitrust Law & Compliance at Evonik Industries AG. 

2. I am authorized to execute this declaration on behalf of Evonik Industries AG. 

3. Evonik Industries AG and its wholly owned subsidiaries, Evonik Corporation and 

Lullaby LLC entered into an Agreement and Plan of Merger on November 7, 2018 to 

acquire PcroxyChe 111 ( the --rroposcJ /\cq u isition '"). 
PUBLIC 

4. On August 2. 2019, the Federal Trade Commission filed an administrative complaint 

challenging the Proposed Acquisition as a violation of Section 5 of the Federal Trade 

Commission Act and Section 7 of the Clayton Act (''administrative proceeding"). 

5. On August 2. 2019. the Federal Trade Commission also filed a complaint in the United 

States District Court for the District of Columbia ("District Court") seeking a temporary 

restraining order and preliminary injunction to enjoin the Proposed Acquisition until the 

administrative proceeding is adjudicated. 

6. On August 5, 2019, the District Court granted a stipulated temporary restraining order 

preventing Evonik and PeroxyChem from consummating the Proposed Acquisition until 

after 11 :59 PM Eastern Time on the fifth business day following the District Cou1t's 

decision on the motion for preliminary injunction. 

7. Evonik commits to the Federal Trade Commission that it will abandon the Proposed 

Acquisition without further litigating the administrative proceeding in the event that the 

District Court grants the preliminary injunction or. if Evonik and PeroxyChem appeal the 

District Court's decision, that order is affirmed on appeal. 

Pursuant to 28 U.S .C. § 1746. I declare under penalty of perjury under the laws of the United 

States of America that the foregoing is true and correct. 

Executed on: t-c -~ .......... ~~~ /11 

,-

_2-?1 

-q 

Dr. Norbert Low 

Head of Antitrust Law & Compliance 

Evonik Industries AG 

2 
Exhibit 5
PUBLIC 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

RAG-Stiftung, 

Evonik Industries AG, 

Evonik Corporation, 

Evonik International Holding B. V., 

One Equity Partners Secondary Fund, 

L.P., Docket No. 9384 

One Equity Pnrtners V, L.P., 

Lexington Capital Partners VII (AIV I), 

L.P., 

PeroxyChcm Holding Company LLC, 

PeroxyChem Holdings, L.P., 

PeroxyChem Holdings LLC, 

PeroxyChcm LLC 

and 

PeroxyChem Cooper11ticf U.A. 

DECLARATION OF P. PETE ZOGRAFAKIS 

[, P. Pete Zografakis, hereby certify the following: 

I. I am the Executive Vice President, General Counsel and Chief Compliance Officer at 

PeroxyChem. 

2. I am authorized to execute this declaration on behalf of PeroxyChem. 
PUBLIC 

3. Evonik Industries AG and its wholly owned subsidiaries, Evonik Corporation and Lullaby 

LLC, entered into an Agreement and Plan of Merger on November 7, 2018 to acquire 

PcroxyChem (the "Proposed Acquisition"). 

4. On August 2, 2019, the Federal Trade Commission filed an administrative complaint 

challenging the Proposed Acquisition as a violation of Section 5 of the Federal Trade 

Commission Act and Section 7 of the Clayton Act ("administrative proceeding"). 

5. On August 2, 2019, the Federal Trade Commission also filed a complaint in the United 

States District Court for the District of Columbia ("District Court") seeking a temporary 

restraining order and preliminary injunction to enjoin the Proposed Acquisition until the 

administrative proceeding is adjudicated. 

6. On August 5, 2019, tl1c District Court granted a stipulated tempornry restraining order 

preventing Evonik and PeroxyChem from consummating the Proposed Acquisition until 

after 11 :59 PM Eastern Time on the fifth business day following the District Court's 

decision on the motion for preliminary injunction. 

7. PeroxyChem commits to the Federal Trade Commission that it will abandon the Proposed 

Acquisition without further litigating the administrative proceeding in the event that the 

District Court grants the preliminary injunction or, if Evonik and PeroxyChem appeal the 

District Cow1's decision, that order is affirmed on appeal. 

Pursuant to 28 U.S.C. § 1746, I declare tmder penalty of pe:r:jury under the laws of the United States 

of America that the foregoing is true and correct. 

Executed on: l 2/ 20 ( z Q I, 91 

ExecL f ve Vice President, General Counsel 

and Chief Compliance Officer 

PeroxyChem 

2 
PUBLIC

CERTIFICATE OF SERVICE

I hereby certify that on December 20, 2019, I filed the foregoing documents using the

FTC’s E-Filing System, which will send notification of such filing to:

Office of the Secretary

Federal Trade Commission

600 Pennsylvania Ave., NW, Rm. H-113

Washington, DC 20580

The Honorable D. Michael Chappell

Chief Administrative Law Judge

Federal Trade Commission,

600 Pennsylvania Ave., NW, Rm. H-110

Washington, DC 20580

I also hereby certify that I caused a true and correct copy of the foregoing documents to

be served upon the following via email:

James Rhilinger Mike G. Cowie

Amy Dobrzynski James A. Fishkin

Cecelia Waldeck Shari Ross Lahlou

Daniel Matheson Brian E. Rafkin

Dominic Vote Anna Aryankalayil

Frances Anne Johnson Blair Kuykendall

Michael Blevins Dechert LLP

Michael Lovinger 1900 K Street, NW

Sean Hughto Washington, DC 20006

Stephen Santulli

Steven Dahm Counsel for Respondents One Equity Partners

Federal Trade Commission Secondary Fund, L.P., One Equity Partners

600 Pennsylvania Ave., NW V, L.P., Lexington Capital Partners VIII (AIV

Washington, DC 20580 I), L.P., PeroxyChem Holding Company LLC,

PeroxyChem Holdings, L.P., PeroxyChem

Complaint Counsel Holdings LLC, PeroxyChem LLC, and

PeroxyChem Cooperatief U.A.

Dated: December 20, 2019 By: s/ Justin Stewart-Teitelbaum

Justin Stewart-Teitelbaum

14
PUBLIC

CERTIFICATE FOR ELECTRONIC FILING

I certify that the electronic copy sent to the Secretary of the Commission is a true and

correct copy of the paper original and that I possess a paper original of the signed document that

is available for review by the parties and the adjudicator.

Dated: December 20, 2019 By: s/ Justin Stewart-Teitelbaum

Justin Stewart-Teitelbaum

15
Notice of Electronic Service 

I hereby certify that on December 20, 2019, I filed an electronic copy of the foregoing Joint Expedited 

Motion for Continuance, with: 

D. Michael Chappell 

Chief Administrative Law Judge 

600 Pennsylvania Ave., NW 

Suite 110 

Washington, DC, 20580 

Donald Clark 

600 Pennsylvania Ave., NW 

Suite 172 

Washington, DC, 20580 

I hereby certify that on December 20, 2019, I served via E-Service an electronic copy of the foregoing Joint 

Expedited Motion for Continuance, upon: 

Amy Dobrzynski 

Attorney 

Federal Trade Commission 

adobrzynski@ftc.gov 

Complaint 

Cecelia Waldeck 

Attorney 

Federal Trade Commission 

cwaldeck@ftc.gov 

Complaint 

Daniel Matheson 

Attorney 

Federal Trade Commission 

dmatheson@ftc.gov 

Complaint 

Dominic Vote 

Attorney 

Federal Trade Commission 

dvote@ftc.gov 

Complaint 

Frances Anne Johnson 

Attorney 

Federal Trade Commission 

fjohnson@ftc.gov 

Complaint 

James Rhilinger 

Attorney 

Federal Trade Commission 

jrhilinger@ftc.gov 

Complaint 

Michael Blevins 

Attorney 

Federal Trade Commission 

mblevins@ftc.gov 

Complaint 

Michael Lovinger 

Attorney 
Federal Trade Commission 

mlovinger@ftc.gov 

Complaint 

Sean Hughto 

Attorney 

Federal Trade Commission 

shughto@ftc.gov 

Complaint 

Stephen Santulli 

Attorney 

Federal Trade Commission 

ssantulli@ftc.gov 

Complaint 

Steven Dahm 

Attorney 

Federal Trade Commission 

sdahm@ftc.gov 

Complaint 

Eric Mahr 

Partner 

Freshfields Bruckhaus Deringer US LLP 

eric.mahr@freshfields.com 

Respondent 

Andrew Ewalt 

Partner 

Freshfields Bruckhaus Deringer US LLP 

andrew.ewalt@freshfields.com 

Respondent 

Justin Stewart-Teitelbaum 

Counsel 

Freshfields Bruckhaus Deringer US LLP 

justin.s-t@freshfields.com 

Respondent 

Mike Cowie 

Dechert LLP 

mike.cowie@dechert.com 

Respondent 

James Fishkin 

Partner 

Dechert LLP 

James.Fishkin@dechert.com 

Respondent 

Shari Ross Lahlou 

Dechert LLP 

shari.lahlou@dechert.com 

Respondent 

Brian Rafkin 

Dechert LLP 

brian.rafkin@dechert.com 

Respondent 

Anna Aryankalayil 

Dechert LLP 

anna.aryankalayil@dechert.com 
Respondent 

Blair Kuykendall 

Dechert LLP 

blair.kuykendall@dechert.com 

Respondent 

Laura Onken 

Senior Associate 

Freshfields Bruckhaus Deringer US LLP 

laura.onken@freshfields.com 

Respondent 

Justin Stewart Teitelbaum 

Attorney