1 

 1410129 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Edith Ramirez, Chairwoman 

 Julie Brill 

 Maureen K. Ohlhausen 

 Joshua D. Wright 

 Terrell McSweeny 

____________________________________ 

 ) 

In the Matter of ) 

 ) 

HOLCIM LTD., ) Docket No. C-4519 

 a public limited company; ) 

 ) 

 and ) 

 ) 

LAFARGE S.A., ) 

 a corporation. ) 

____________________________________) 

ORDER TO HOLD SEPARATE AND MAINTAIN ASSETS 

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

proposed acquisition by Respondent Holcim Ltd. (“Holcim”) of Respondent Lafarge S.A. 

(“Lafarge”) (collectively, “Respondents”), and Respondents having been furnished thereafter 

with a copy of a draft of complaint that the Bureau of Competition proposed to present to the 

Commission for its consideration and which, if issued by the Commission, would charge 

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

Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and 

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

an Agreement Containing Consent Orders (“Consent Agreement”) containing an admission by 

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

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

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

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

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

has reason to believe that Respondents have violated the said Acts, and that a complaint should 

issue stating its charges in that respect, and having thereupon accepted the Consent Agreement 

and placed such agreement on the public record for a period of thirty (30) days, now in further 

conformity with the procedure described in § 2.34 of its Rules, the Commission hereby issues its 

complaint, makes the following jurisdictional findings and enters this Order to Hold Separate 

and Maintain Assets (“Hold Separate Order”): 

1. Respondent Holcim is a public limited company registered in Switzerland, with its office 

and principal place of business located at Zürcherstrasse 156, Jona, 8645 Canton of St. 

Gallen, Switzerland. Holcim’s principal U.S. subsidiary, Holcim (US) Inc., is a 

corporation organized, existing, and doing business under and by virtue of the laws of the 

State of Delaware, with its U.S. headquarters and principal place of business located at 

24 Crosby Drive, Bedford, MA 01730. 

2. Respondent Lafarge is a société anonyme organized, existing, and doing business under 

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

at 61 rue des Belles Feuilles, Paris, France. Lafarge’s principal U.S. subsidiary, Lafarge 

North America Inc. is a corporation organized, existing, and doing business under and by 

virtue of the laws of the State of Maryland, with its U.S. headquarters and principal place 

of business located at 8700 W. Bryn Mawr Avenue, Suite 300 S, Chicago, IL 60631. 

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

and of the Respondents and the proceeding is in the public interest. 

ORDER

I.

IT IS 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. “Allocated Shared Contracts” means contracts between Respondents and Summit that 

allocate the contract rights and obligations of the Shared Contracts to promote the 

competitive and viable operation of the Bettendorf Terminal and the Davenport Plant 

after the Divestiture Date in a manner that achieves the purposes of the Decision & 

Order. 

B. CCB Consent Agreement” means the agreement between Respondents and the Canada 

Competition Bureau dated as of __, which requires that: (a) Respondents divest Holcim’s 

“Alberta Business” and “Canada Business,” as those terms are defined in the agreement, 

including among other assets the Canada/Great Lakes Assets and the Trident Assets; and 

(b) Respondents keep the “Alberta Business” and the “Canada Business” separate from 

the rest of Respondents’ operations following the Acquisition Date. 
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C. “Decision and Order” means: 

 

1. the Proposed Decision and Order contained in the Consent Agreement in this 

matter until issuance and service of a Final Decision and Order by the 

Commission; and 

2. the Final Decision and Order issued and served by the Commission. 

D. “Hold Separate Business” means the Canada/Great Lakes Assets and the Trident Assets. 

E. “Hold Separate Business Employee” means any employee or agent of the Hold Separate 

Businesses (other than a Support Services Employee). 

F. “Hold Separate Business Manager” means the Chief Executive Officer of Holcim 

(Canada) Inc., or such alternative manager as selected by the Hold Separate Monitor, in 

consultation with Commission staff. 

G. “Hold Separate Period” means the period from the Acquisition Date until the Divestiture 

Date of the Hold Separate Business. 

H. “Orders” means the Decision and Order and this Hold Separate Order. 

I. “Replacement Contracts” means contracts relating to the same subject matter of the 

Shared Contracts that provide the Respondents and Summit each with contract rights and 

obligations that are substantially equivalent in the aggregate to those contract rights and 

obligations in the Shared Contracts, and that promote the competitive and viable 

operation of the Bettendorf Terminal and the Davenport Plant after the Divestiture Date 

in a manner that achieves the purposes of the Decision & Order. 

J. “Required Inputs” means raw materials, Cement, Slag or any other input products used 

by the Hold Separate Business in the ordinary course of business and in accordance with 

past practice. 

K. “Shared Contracts” means the contracts relating both to divested businesses and retained 

businesses that are defined as “Shared Contracts” in the Summit Divestiture Agreement. 

L. “Support Services” means assistance with respect to the operation of the Hold Separate 

Business, including, but not limited to: (i) human resources and administrative services 

such as payroll processing and employee benefits; (ii) preparation of tax returns, 

environmental health and safety services; (iii) financial accounting and reporting 

services; (iv) legal, licensing, and audit services; (v) licensing and regulatory compliance 

in any jurisdiction in which it does business; (vi) maintenance and oversight of 

information technology systems and other computerized or electronic systems and 

databases; (vii) processing of accounts payable and accounts receivable; (viii) supply, 
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procurement, and related services, including supply of Required Inputs; (ix) public 

relations and public affairs services; (x) construction and development services; (xi) 

safety and security services; and (xii) procurement and renewal of insurance and related 

services. Support Services includes any assistance provided to the Hold Separate 

Business at any time within twenty four (24) months prior to the commencement of the 

Hold Separate Period, and in addition, any other assistance or support reasonably 

required during the Hold Separate Period to achieve the purposes of this Hold Separate 

Order and the Decision and Order. 

M. “Support Services Employee” means any of Respondents employees or agents tasked 

with providing Support Services under this Hold Separate Order. 

II. 

IT IS FURTHER ORDERED that: 

A. Respondents shall operate, or cause to be operated, the Assets To Be Divested in the 

ordinary course of business and in accordance with past practice. Respondents shall take 

such actions as are necessary to maintain the full viability, marketability, and 

competitiveness of the Assets To Be Divested, minimize any risk of loss of competitive 

potential for the Assets To Be Divested, and prevent the destruction, removal, wasting, 

deterioration, or impairment of the Assets To Be Divested, except for ordinary wear and 

tear. Included in these obligations, Respondents shall, without limitation: 

1. Maintain and operate the Assets To Be Divested in the ordinary course of 

business and consistent with past practice (including regular repair and 

maintenance efforts); 

2. Not sell, transfer, encumber, or otherwise impair the Assets To Be Divested (other 

than in the manner prescribed in the Decision and Order), nor take any action (or 

fail to take any action) that lessens the full economic viability, marketability, or 

competitiveness of the Assets To Be Divested, or that would cause the Assets To 

Be Divested to be operated in a manner inconsistent with applicable laws or 

regulations; 

3. Use best efforts to preserve the existing relationships and good will with 

suppliers, customers, employees, and others having business relationships with 

the Assets To Be Divested; 

4. Maintain staffing levels and a work force of equivalent size, training and 

expertise associated with each of the Assets To Be Divested in the ordinary 

course of business; 

5. Maintain the books and records of the Assets To Be Maintained; 
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6. Make any payment required to be paid under any contract or lease when due, and 

otherwise pay all liabilities and satisfy all obligations associated with the Assets 

To Be Divested in the ordinary course of business and in accordance with past 

practice; 

7. Provide the Assets To Be Divested with sufficient financial and other resources 

to: 

(a) Operate and staff the Assets To Be Divested in the ordinary course of 

business and in accordance with past practices; 

(b) Perform all maintenance to, and repair of, the Assets To Be Divested in 

the ordinary course of business and in accordance with past practice; 

(c) Carry on capital projects, physical plant improvements, and business plans 

as are already underway or planned, including but not limited to any 

existing or planned renovation, remodeling, or expansion projects; 

(d) Maintain the viability, competitiveness, and marketability of Assets To Be 

Divested; and 

(e) Perform any other obligations as required by the Decision and Order and 

this Hold Separate Order. 

8. Prior to the Divestiture Date, for each of the Shared Contracts, and in each case 

subject to the approval of the Hold Separate Monitor (in consultation with 

Commission staff), negotiate Replacement Contracts or Allocated Shared 

Contracts in place of each of the Shared Contracts 

B. During the Hold Separate Period, Respondents shall: 

1. Keep the Hold Separate Business separate, apart, and independent of 

Respondents’ other businesses and assets as required by this Hold Separate Order, 

and shall vest the Hold Separate Business with all rights, powers, and authority 

necessary to conduct its business; and 

2. Not exercise direction or control over, or influence directly or indirectly, the Hold 

Separate Business or any of its operations, or the Hold Separate Monitor, except 

to the extent that Respondents must exercise direction and control over the Hold 

Separate Business as is necessary to assure compliance with this Hold Separate 

Order, the Consent Agreement, the Decision and Order, the CCB Consent 

Agreement, and applicable laws. 
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C. The purpose of this Hold Separate Order is to: (i) maintain and preserve the Assets To Be 

Divested as viable, competitive, and ongoing businesses until the divestitures required by 

the Decision and Order are achieved; (ii) maintain and preserve the Hold Separate 

Business as a viable, competitive, and ongoing business independent of Respondents 

during the Hold Separate Period; (iii) assure that no Material Confidential Information is 

exchanged between Respondents and the Hold Separate Business, except in accordance 

with the provisions of this Hold Separate Order; (iv) prevent interim harm to competition 

pending the relevant divestitures; and (v) help remedy any anticompetitive effects of the 

proposed Acquisition as alleged in the Commission’s Complaint. 

III.

IT IS FURTHER ORDERED that: 

The Commission appoints ING Financial Markets LLC as Hold Separate Monitor to 

monitor and supervise the management of the Hold Separate Business and ensure that 

Respondents comply with their obligations under this Hold Separate Order and the 

Decision and Order. 

A. Respondents shall enter into the agreement with the Hold Separate Monitor, attached to 

the Decision and Order as Appendix V, that shall become effective no later than one (1) 

day after the date this Hold Separate Order is issued, and that transfers to and confers 

upon the Hold Separate Monitor all rights, powers, and authority necessary to permit the 

Hold Separate Monitor to perform his or her duties and responsibilities pursuant to this 

Hold Separate Order in a manner consistent with the purposes of this Hold Separate 

Order and the Decision and Order 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: 

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

(a) monitoring the organization of the Hold Separate Business; supervising 

the management of the Hold Separate Business by the Hold Separate 

Business Manager; maintaining the independence of the Hold Separate 

Business; and monitoring Respondents’ compliance with their obligations 

pursuant to this Hold Separate Order and the Decision and Order; and, 

(b) Reviewing Replacement Contracts and Allocated Shared Contracts and 

determining, in consultation with Commission staff, whether these 

contracts comply with this Hold Separate Order; 
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2. The Hold Separate Monitor shall act in a fiduciary capacity for the benefit of the 

Commission. Subject to all applicable laws and regulations, the Hold Separate 

Monitor shall have full and complete access to all personnel, books, records, 

documents, and facilities of the Hold Separate Business, and to any other relevant 

information as the Hold Separate Monitor may reasonably request including, but 

not limited to, all documents and records kept by Respondents in the ordinary 

course of business that relate to the Hold Separate Business. Respondents shall 

develop such financial or other information as the Hold Separate Monitor may 

reasonably request; 

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

expense of Respondents, such consultants, accountants, attorneys, and other 

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

Separate Monitor’s duties and responsibilities; 

4. 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; 

5. Respondents 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; 

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

and expense of Respondents, on reasonable and customary terms commensurate 

with the person’s experience and responsibilities; 

7. Respondents shall indemnify the Hold Separate Monitor and hold it 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 malfeasance, gross negligence, 

willful or wanton acts, or bad faith. 

8. Thirty (30) days after the date the Acquisition is completed, and every thirty (30) 

days thereafter until the Hold Separate Order terminates, the Hold Separate 

Monitor shall report in writing to the Commission concerning the efforts to 

accomplish the purposes of this Hold Separate Order and Respondents’ 
8 

compliance with their obligations under the Hold Separate Order and the Decision 

and Order. 

B. If the Hold Separate Monitor ceases to act or fails to act diligently and consistent with the 

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

Separate Monitor, subject to the consent of Respondents, which consent shall not be 

unreasonably withheld, as follows: 

1. If Respondents have 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 Respondents of the 

identity of the proposed substitute Hold Separate Monitor, then Respondents shall 

be deemed to have consented to the selection of the proposed substitute Monitor. 

2. Respondents shall, no later than five (5) days after the Commission appoints a 

substitute Hold Separate Monitor, enter into an agreement with the substitute 

Hold Separate Monitor that, subject to the 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, its, his, or 

her duties and responsibilities on the same terms and conditions as provided in 

Paragraph III. of this Hold Separate Order; 

Provided, that, if the CCB removes, or fails to appoint, ING Financial Markets LLC as 

the monitor under the CCB Consent Agreement, the Commission may remove the Hold 

Separate Monitor and appoint, in consultation with the CCB, a substitute Hold Separate 

Monitor under this Paragraph. 

C. 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. 

D. 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. 

E. A Monitor appointed pursuant to this Hold Separate Order may be, but need not be, the 

same Person appointed as the Monitor and/or Divestiture Trustee pursuant to the relevant 

provisions of the Decision and Order. 
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IV. 

IT IS FURTHER ORDERED that: 

A. Respondents shall cooperate with, and take no action to interfere with or impede the 

ability of: (i) the Hold Separate Monitor, (ii) any Hold Separate Business Employee, or 

(iii) any Support Services Employee, to perform his or her duties and responsibilities 

consistent with the terms of this Hold Separate Order and the Decision and Order; 

B. Respondents shall continue to provide, or offer to provide, Support Services and 

Required Inputs to the Hold Separate Business as were being provided to the Hold 

Separate Business by Respondents prior to the Acquisition Date; 

1. For Support Services and Required Inputs that Respondents provided to the Hold 

Separate Business prior to the Acquisition Date, Respondents may charge no 

more than the same price, if any, charged by Respondents for such Support 

Services and Required Inputs in the ordinary course of business and in accordance 

with past practice; 

2. For any other Support Services and Required Inputs that Respondents may 

provide to the Hold Separate Business, Respondents may charge no more than 

Respondents’ Direct Cost for the same or similar Support Services or Required 

Inputs; and 

3. Notwithstanding the above, the Hold Separate Business shall have, in consultation 

with the Hold Separate Monitor, the ability to acquire Support Services or 

Required Inputs from persons other than Respondents. 

C. Respondents shall not permit: 

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

Separate Employees, and (ii) any Support Services Employees, to be involved in 

the operations of the Hold Separate Business, except to the extent otherwise 

provided in this Hold Separate Order. 

2. Any Hold Separate Employee to be involved, in any way, in the operations of 

Respondents’ businesses other than the Hold Separate Business. 

D. Respondents shall provide the Hold Separate Business with sufficient financial and other 

resources as may be required to fulfill Respondents’ obligations and responsibilities 

under the Orders, and as may reasonably be requested by the Hold Separate Monitor, to: 
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1. Operate the Hold Separate Business as it was prior to the Acquisition Date 

(including efforts to generate new business) consistent with the ordinary course 

practices of the Hold Separate Business in place prior to the Acquisition Date; 

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

Hold Separate Business in the ordinary course of business and in accordance with 

past practice and with current plans; 

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

as are already under way or planned for which all necessary regulatory and legal 

approvals have been obtained, including, but not limited to, existing or planned 

renovation, remodeling, and expansion projects; and 

4. Maintain the viability, competitiveness, and marketability of the Hold Separate 

Business. 

Such financial resources to be provided to the Hold Separate Business shall include, but 

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

reimbursement for any operating losses, capital losses, or other losses; provided, 

however, that, consistent with the purposes of the Decision and Order, the Hold Separate 

Monitor may, in consultation with Commission staff, direct the Hold Separate Business 

Employees to reduce in scale or pace any capital or research and development project of 

the Hold Separate Business, or substitute any capital or research and development project 

of the Hold Separate Business for another of the same cost. 

E. Respondents shall provide each Hold Separate Business 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 

Hold Separate Business pending divestiture. Such incentives shall include a continuation 

of all employee benefits (or employee benefits of substantially equivalent value), 

including funding of regularly 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 Hold Separate Business until the Divestiture Date, and as may 

otherwise be necessary to achieve the purposes of this Hold Separate Order. 

F. No later than ten (10) days after the date the Acquisition Date, Respondents shall 

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

Monitor, covering the management, maintenance, and independence of the Hold Separate 

Business consistent with the provisions of this Hold Separate Order. 

G. No later than ten (10) days after the date the Acquisition Date, Respondents shall 

circulate to Hold Separate Business Employees, Support Services Employees, and to 

persons who are employed in Respondents’ businesses that compete with the Hold 
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Separate Business, a notice of the requirements of this Hold Separate Order, the Decision 

and Order, and the Consent Agreement, in a form approved by the Hold Separate 

Monitor in consultation with Commission staff, including copies of the Hold Separate 

Order and the Decision and Order. 

V. 

IT IS FURTHER ORDERED that: 

A. After the Acquisition Date, Respondents’ employees, other than employees of the Hold 

Separate Business and Support Services Employees, shall not receive, or have access to, 

or use or continue to use any Material Confidential Information of the Hold Separate 

Business except in the course of: 

1. Performing their obligations or as permitted under this Hold Separate Order or the 

Decision and Order; 

2. Performing their obligations under the Divestiture Agreements; 

3. Negotiating agreements to divest assets pursuant to the Decision and Order and 

engaging in related due diligence; and 

4. Complying with financial reporting requirements, obtaining legal advice, 

defending legal claims, conducting investigations, or enforcing actions threatened 

or brought against the Hold Separate Business, or as required by law. 

Notwithstanding the above, Respondents may receive aggregate financial and 

operational information relating to the Hold Separate Business only to the extent 

necessary to allow Respondents to comply with the requirements and obligations 

of the laws and regulations of the United States and other countries, to prepare 

consolidated financial reports, tax returns, reports required by securities laws, and 

personnel reports, and to comply with this Hold Separate Order or in complying 

with or as permitted by the Decision and Order. Any such information that is 

obtained pursuant to this subparagraph shall be used only for the purposes set 

forth in this Hold Separate Order. 

For purposes of this Paragraph V.A., Respondents’ employees that provide Support 

Services or that staff the Hold Separate Business shall be deemed to be performing 

obligations under this Hold Separate Order. 

B. If access to or disclosure of Material Confidential Information of the Hold Separate 

Business to Respondents’ employees is necessary and permitted under Paragraph V.A. of 

this Hold Separate Order, Respondents shall: 
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1. Implement and maintain a process and procedures, as approved by the Hold 

Separate Monitor, such approval not to be unreasonably withheld, pursuant to 

which Material Confidential Information of the Hold Separate Business may be 

disclosed or used only: 

a. to or by those employees who require such information; 

b. to the extent such Material Confidential Information is required; and 

c. after such employees have signed an appropriate agreement in writing to 

maintain the confidentiality of such information. 

2. Enforce the terms of this Paragraph V. as to any of Respondents’ employees and 

take such action as is necessary to cause each such employee to comply with the 

terms of this Paragraph V., including training Respondents’ employees and taking 

all other actions that Respondents would take to protect their own trade secrets 

and proprietary information. 

C. Respondents shall implement, and maintain in operation, a system, as approved by the 

Hold Separate Monitor, of access and data controls to prevent unauthorized access to or 

dissemination of Material Confidential Information of the Hold Separate Business, 

including, but not limited to, the opportunity by the Hold Separate Monitor, on terms and 

conditions agreed to with Respondents, to audit Respondents’ networks and systems to 

verify compliance with this Hold Separate Order. 

D. No Hold Separate Business Employee shall receive or have access to, or use or continue 

to use, any non-public, confidential information relating to Respondents’ businesses (not 

subject to the Hold Separate Order), except such information as is necessary to maintain 

and operate the Hold Separate Business. 

VI. 

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

is issued, and every thirty (30) days thereafter until this Hold Separate Order terminates, 

Respondents shall submit to the Commission a verified written report setting forth in detail the 

manner and form in which they intend to comply, are complying, and have complied with all 

provisions of this Hold Separate Order. Respondents shall include in their reports, among other 

things that are required from time to time, a full description of the efforts being made to comply 

with this Hold Separate Order. 
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VII. 

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

least thirty (30) days prior to any proposed: 

A. Dissolution of such Respondent; 

B. Acquisition, merger or consolidation of such Respondent; or 

C. Any other change in such 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 Hold Separate Order. 

VIII. 

 IT IS FURTHER ORDERED that, for the purpose of determining or securing 

compliance with this Hold Separate Order, and subject to any legally recognized privilege, and 

upon written request and upon five (5) days’ notice to Respondents, Respondents shall, without 

restraint or interference, permit any duly authorized representative of the Commission: 

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

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

correspondence, memoranda, and other records and documents in the possession or under 

the control of Respondents related to compliance with this Hold Separate Order, which 

copying services shall be provided by Respondents at its expense; and 

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

present, regarding such matters. 

 

IX.

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

earlier of: 

A. Three (3) business days after the Commission withdraws its acceptance of the Consent 

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

B. With respect to each of the Assets To Be Divested, the day after Respondents’ (or a 

Divestiture Trustee’s) completion of the divestiture as described in and required by the 

Decision and Order. 

Provided, however, that if the Commission, pursuant to Paragraph II.B. of the Decision 

and Order, requires the Respondents to rescind any of the divestitures contemplated by 

any Divestiture Agreement, then, upon rescission, the requirements of this Hold Separate 
14 

Order shall again be in effect with respect to the relevant Assets To Be Divested until the 

day after Respondents’ (or a Divestiture Trustee’s) completion of the divestiture(s) of the 

relevant Assets To Be Divested. 

By the Commission, Commissioner Wright dissenting. 

 Donald S. Clark 

 Secretary 

SEAL 

ISSUED: May 4, 2015