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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 ) 

 ) 

QUAKER CHEMICAL CORPORATION, ) 

 a corporation; ) 

) 

GLOBAL HOUGHTON LTD., ) 

 a corporation; ) 

) DECISION AND ORDER

GULF HOUGHTON LUBRICANTS LTD., ) Docket No. C-4681 

 a corporation; ) 

 ) 

and ) 

 ) 

AMAS HOLDING SPF, ) 

 a private asset management company. ) 

________________________________________________) 

DECISION

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

proposed acquisition by Quaker Chemical Corporation of the voting securities of Global 

Houghton Ltd., and (ii) the proposed acquisition of newly issued shares of Quaker Chemical 

Corporation stock by AMAS Holding Spf, the ultimate parent entity of Global Houghton Ltd. 

and Gulf Houghton Lubricants Ltd. (each a “Respondent,” and collectively “Respondents”). 

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

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

the Commission, the Draft Complaint, 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. 
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Respondents and the Bureau of Competition executed an agreement (“Agreement 

Containing Consent Orders” or “Consent Agreement”), containing (1) an admission by 

Respondents 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 Respondents 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 an Order to Maintain Assets; and

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

Respondents have 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 Rule 2.34, the Commission makes the following 

jurisdictional findings and issues the following Decision and Order (“Order”):

1. Respondent Quaker Chemical Corporation is a corporation organized, existing, 

and doing business under and by virtue of the laws of the Commonwealth of 

Pennsylvania with its executive offices and principal place of business located at

One Quaker Park, 901 E. Hector Street, Conshohocken, Pennsylvania 

19428-2380. 

2. Respondent Global Houghton Ltd. is a corporation organized, existing, and doing 

business under and by virtue of the laws of the Cayman Islands with its principal 

place of business located at Whitehall House, 238 North Church St., P.O. Box 

1043, George Town Grand Cayman, Cayman Islands, KY1-1102, and its United 

States address for service of process of the Complaint, the Decision and Order, 

and the Order to Maintain Assets, as follows: Michael Baxter, Morgan, Lewis & 

Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania 19103-2921. 

3. Respondent Gulf Houghton Lubricants Ltd. is a corporation organized, existing, 

and doing business under and by virtue of the laws of the Cayman Islands with its 

executive offices and principal place of business located at Whitehall House, 238 

North Church St., P.O. Box 1043, George Town Grand Cayman, Cayman Islands, 

KY1-1102, and its United States address for service of process of the Complaint, 

the Decision and Order, and the Order to Maintain Assets, as follows: Michael 

Baxter, Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, 

Pennsylvania 19103-2921. 

3. Respondent AMAS Holding Spf is a société de gestion de patrimoine familial, 

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

Grand Duchy of Luxembourg, with its executive offices and principal place of 

business located at 412F, Route d’Esch, L, 2086, Luxembourg City, Luxembourg, 
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and its United States address for service of process of the Complaint, the Decision 

and Order, and the Order to Maintain Assets, as follows: Michael Baxter, 

Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania 

19103-2921.

4. The Commission has jurisdiction over the subject matter of this proceeding and 

over the Respondents, and the proceeding is in the public interest.

ORDER

I. Definitions

IT IS HEREBY ORDERED that, as used in the Orders, the following definitions shall 

apply:

A. “Quaker” means: Quaker Chemical Corporation; its directors, officers, employees, 

agents, representatives, successors, and assigns; and the joint ventures, subsidiaries, 

partnerships, divisions, groups, and affiliates, controlled by Quaker Chemical 

Corporation, and the respective directors, officers, general partners, employees, agents, 

representatives, successors, and assigns of each. After the Acquisition, Quaker shall 

include Houghton.

B. “Houghton” means: Global Houghton Ltd.; its directors, officers, employees, agents, 

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

partnerships, groups, and affiliates, controlled by Global Houghton Ltd., and the 

respective directors, officers, general partners, employees, agents, representatives, 

successors, and assigns of each.

C. “Gulf Houghton” means: Gulf Houghton Lubricants Ltd., its directors, officers, 

employees, agents, representatives, successors, and assigns; and the joint ventures, 

subsidiaries, divisions, partnerships, groups, and affiliates, controlled by Gulf Houghton 

Lubricants Ltd., and the respective directors, officers, general partners, employees, 

agents, representatives, successors, and assigns of each.

D. “AMAS” means: AMAS Holding Spf, its directors, officers, members authorized to act 

on behalf of AMAS Holding Spf or manage AMAS Holding Spf, employees, agents, 

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

partnerships, groups, and affiliates, controlled by AMAS Holding Spf, and the respective 

directors, officers, general partners, employees, agents, representatives, successors, and 

assigns of each.

E. “Commission” means the Federal Trade Commission.

F. “Respondents” means Quaker, Houghton, Gulf Houghton, and AMAS, individually and 

collectively.

G. “Acquirer(s)” means the following: 

1. Total; or
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2. any other Person approved by the Commission to acquire the Divestiture Product 

Assets pursuant to this Order.

H. “Acquisition” means Quaker’s acquisition of Houghton pursuant to the Acquisition 

Agreement.

I. “Acquisition Agreement” means the Share Purchase Agreement dated as of April 4, 

2017, by and among Global Houghton Ltd., Quaker Chemical Corporation, Gulf 

Houghton Lubricants Ltd., The Other Sellers Party Hereto, and Gulf Houghton 

Lubricants Ltd., as Seller’s Representative. The Acquisition Agreement is contained in 

Non-Public Appendix I.

J. “Acquisition Date” means the earlier of the following: (i) the date on which Quaker

acquires any Ownership Interest in Houghton; or (ii) the date on which AMAS or Gulf 

Houghton acquires any Ownership Interest in Quaker.

K. “Agency(ies)” means any government regulatory authority or authorities in the world 

responsible for granting approval(s), clearance(s), qualification(s), license(s), or permit(s) 

for any aspect of the research, Development, manufacture, marketing, distribution, or sale 

of a Divestiture Product.

L. “AHRO Product Assets” means all rights, title, and interest in and to all assets related to 

the Business of Houghton related to AHROs, to the extent the transfer is permitted by 

Law, including the Categorized Assets related to the AHROs which also include the 

following:

1. NOA Patent;

2. the following Trademarks or tradenames: Tandemol®; NOA; NOA ARC; 

Rodshield; and NOALUBRIC.

M. “AHRO(s)” or “Aluminum Hot Rolling Oils” means all Oil Products manufactured, 

Developed, in Development, marketed, or sold that are used to reduce friction and to 

prevent metal-to-metal contact between the surfaces of the mill rollers and the aluminum 

in the Hot Rolling Process of the aluminum. “Aluminum Hot Rolling Oils” include all 

such Oil Products manufactured, Developed, in Development, marketed, or sold that are 

used to reduce friction and to prevent metal-to-metal contact between the surfaces of the 

mill rollers and the aluminum in the Hot Rolling Process of the aluminum at any width or 

gauge sheet and for any further processing (e.g., printing or coating) or any end-use.

N. “Business” means the research, Development, manufacture, commercialization, 

distribution, marketing, importation, exportation, advertisement, and sale of a product.

O. “Business Information” means all originals and all copies of any operating, financial, or 

other information, books, records, documents, data computer files (including files stored 

on a computer hard drive or other storage media), electronic files, ledgers, papers, 

instruments, and other materials, wherever located and however stored (i.e., whether 

stored or maintained in traditional paper format or by means of electronic, optical, or 

magnetic media or devices, photographic or video images, or any other format or media).
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P. “Categorized Assets” means all rights, title, and interest in and to all assets related to the 

Business of the specified Divestiture Product(s), including the research, Development, 

manufacture, distribution, marketing, and sale of such Divestiture Product(s), including: 

1. all Product Intellectual Property;

2. all Product Approvals;

3. at the Acquirer’s option, Manufacturing Equipment;

4. all Manufacturing Technology;

5. all Marketing Materials;

6. all Quality and Safety Reports;

7. all Research and Development Reports;

8. all Website(s);

9. the content related exclusively to a Divestiture Product that is displayed on any 

Website that is not dedicated exclusively to the Divestiture Product;

10. at the option of the Acquirer, all Product Contracts;

11. for each Divestiture Product: 

a. a list of all Customers for each Divestiture Product and a listing of the net 

sales (in either units or dollars) of that Divestiture Product to such 

Customers during the one (1) year period immediately prior to the 

Divestiture Date, stated on either an annual, quarterly, or monthly basis, 

including (i) the name of the Customer’s employee(s) for each Customer

that is or has been responsible for the purchase of the product on behalf of 

the Customer and that employees business contact information and (ii) the 

name of Customer’s employees at each mill that is or has been the primary 

contact person at the mill related to the use of the product;

b. a list for each formulation of each Divestiture Product containing the 

following: (i) the net price per formulation of the Divestiture Date, i.e., the 

final price per unit charged by the Respondents net of all customer-level 

discounts, rebates, or promotions; (ii) the net price per unit charged by the 

Respondents at the end of each quarter during the one (1) year immediately 

prior to the Divestiture Date; and (iii) any supply outages by unit during the 

one (1) year period immediately prior to the Divestiture Date; and

c. backorders as of the Divestiture Date;

12. for each Divestiture Product, a list of all suppliers of inputs to the Divestiture 

Product;

13. a description of any disruptions during the three (3) year period immediately prior 

to the Divestiture Date in the supply of any inputs to any Divestiture Product, for 

each such disruption: (i) a description of the input(s); (ii) name of the supplier(s); 
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(iii) the length of time of the disruption; and (iv) the corrective actions taken to 

remediate the disruption;

14. to the extent available, a list of each Divestiture Product that has had any finished 

product determined to be out-of-specification during the three (3) year period 

immediately preceding the Divestiture Date, and, for each such Divestiture 

Product: (i) a description of the deficiencies; and (ii) the corrective actions taken 

to remediate the deficiencies in the Divestiture Product; 

15. at the option of the Acquirer, all inventory in existence as of the Divestiture Date

including raw materials, packaging materials, work-in-process, and finished goods 

related to the Divestiture Products;

16. the quantity and delivery terms in all unfilled Customer purchase orders for each 

Divestiture Product as of the Divestiture Date, to be provided to the Acquirer not 

later than five (5) days after the Divestiture Date; 

17. at the option of the Acquirer, the right to fill any or all unfilled Customer purchase 

orders for each Divestiture Product as of the Divestiture Date; and

18. all of the Respondents’ Business Information directly related to the foregoing;

provided, however, that “Divestiture Product Assets” shall not include: (i) documents 

relating to a Respondent’s general business strategies or practices relating to the 

conduct of its Business outside of the Divestiture Products, where such documents do 

not discuss with particularity a Divestiture Product; and (ii) information that is 

exclusively related to the Retained Products;

provided further, however, that in cases in which documents or other materials 

included in the Divestiture Product Assets contain information: (i) that relates both 

to a Divestiture Product and to Retained Products or Businesses of a Respondent and 

cannot be segregated in a manner that preserves the usefulness of the information as it 

relates to the Divestiture Product; or (ii) for which any Respondent has a legal 

obligation to retain the original copies, that Respondent shall be required to provide 

only copies or relevant excerpts of the documents and materials containing this 

information. In instances where such copies are provided to the Acquirer, the 

Respondents shall provide the Acquirer access to original documents under 

circumstances where copies of documents are insufficient for evidentiary or 

regulatory purposes. The purpose of this provision is to ensure that the Respondents 

provide the Acquirer with the above-described information without requiring a 

Respondent completely to divest information that, in content, also relates to Retained 

Product(s).

Q. “Cold Rolling” means the Rolling of metal at a temperature below its recrystallization 

temperature.

R. “Compatible Hydraulic Fluids-Aluminum” mean all hydraulic fluids that are composed 

of the same raw materials as the AHRO fluids manufactured, Developed, in 
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Development, marketed, or sold that are used in the equipment used to roll Aluminum in 

the Hot Rolling Process.

S. “Compatible Hydraulic Fluids-Aluminum Assets” means all rights, title, and interest in 

and to all assets related to the Business of Houghton related to each of the Compatible 

Hydraulic Fluids-Aluminum, to the extent the transfer is permitted by Law, including the 

Categorized Assets related to the Compatible Hydraulic Fluids-Aluminum.

T. “Confidential Business Information” means all information owned by, or in the 

possession or control of, a Respondent that is not in the public domain and that is directly 

related to the conduct of the Business related to a Divestiture Product(s). The term 

“Confidential Business Information” excludes the following: 

1. information relating to a Respondent’s general business strategies or practices that 

does not discuss with particularity the Divestiture Products;

2. information that is contained in documents, records, or books of a Respondent that 

is provided to an Acquirer by a Respondent that is unrelated to the Divestiture 

Products or that is exclusively related to Retained Product(s); and

3. information that is protected by the attorney work product, attorney-client, joint 

defense, or other privilege prepared in connection with the Acquisition and relating 

to any United States, state, or foreign antitrust or competition Laws.

U. “Contract Manufacture” means the following:

1. to manufacture, or to cause to be manufactured, a Contract Manufacture Product on 

behalf of an Acquirer (including for the purposes of testing or qualification and/or 

commercial sales); or

2. to provide, or to cause to be provided, any part of the manufacturing process or 

shipping/transportation process including the blending, dispensing into containers, 

and shipping/transporting of a Contract Manufacture Product on behalf of an 

Acquirer.

V. “Contract Manufacture Product(s)” means the Divestiture Products, individually and 

collectively, and any ingredient, material, or component used in the manufacture of the 

foregoing products including the packaging/containers.

W. “Copyrights” means rights to all original works of authorship of any kind directly related 

to a Divestiture Product and any registrations and applications for registrations thereof 

within the Geographic Territory.

X. “Customer(s)” means any Person that is a direct purchaser or end-user of any Divestiture 

Product in the Geographic Territory.

Y. “Development” means all research and development activities, including the following: 

design (including customized design for a particular Customer(s)); formulation 

(customized formulation(s) for particular Customers or mills); process development;

manufacturing scale-up; development-stage manufacturing; quality assurance/quality 

control development; statistical analysis and report writing; lubrication and dispersion 
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properties testing; performance testing; safety testing; and qualification testing for the 

purpose of obtaining or achieving any and all Product Approvals. “Develop” means to 

engage in Development.

Z. “Direct Cost” means a cost not to exceed the cost of labor, material, travel, and other 

expenditures to the extent the costs are directly incurred to provide the relevant assistance 

or service. “Direct Cost” to the Acquirer for its use of any of a Respondent’s 

employees’ labor shall not exceed the average hourly wage rate for such employee.

AA. “Divestiture Agreement(s)” means the following:

1. Asset Purchase Agreement by and among Quaker Chemical Corporation, Global 

Houghton Ltd., and Total Marketing Services, dated as of March 25, 2019;

2. Transition Service Agreement by and between Total Marketing Services and 

Quaker Chemical Corporation to be executed on or before the Divestiture Date;

3. Patent Assignment Agreement by and between Houghton Technical Corp. and Total 

Marketing Services to be executed on or before the Divestiture Date;

4. Trademark Assignment Agreements by and between Houghton Technical Corp. and 

Total Marketing Services to be executed on or before the Divestiture Date; 

5. Partial Assignment and Assumption Agreement by and among Houghton Technical 

Corp., Total Marketing Services, and Henkel US Operations Corporation;

6. all amendments, exhibits, attachments, and schedules attached to and submitted to 

the Commission with the foregoing listed agreements, other than the License 

Agreement; and

7. any other agreement between a Respondent and an Acquirer (or between a 

Divestiture Trustee and an Acquirer) that has been approved by the Commission to 

accomplish the requirements of this Order.

The Divestiture Agreements that have been submitted to the Commission by the 

Respondents prior to the Order Date are contained in Non-Public Appendix II.

BB. “Divestiture Date” means the date on which a Respondent (or a Divestiture Trustee) 

closes on the sale of the Divestiture Product Assets to an Acquirer.

CC. “Divestiture Product(s)” means all of the following products manufactured, Developed, 

in Development, marketed, sold, owned, or controlled by Houghton:

1. Aluminum Hot Rolling Oils;

2. Compatible Hydraulic Fluids-Aluminum;

3. Pickle Oils;

4. Steel Cold Rolling Oils; and

5. Steel Cleaners.

DD. “Divestiture Product Asset(s)” means the following, individually and collectively:
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1. Aluminum Hot Rolling Oil Assets;

2. Compatible Hydraulic Fluids-Aluminum Assets;

3. Pickle Oil Assets;

4. Steel Cold Rolling Oil Assets; and

5. Steel Cleaner Assets.

EE. “Divestiture Product Core Employees” means:

1. the Sales and Marketing Employees related to each Divestiture Product;

2. the Research and Development Employees related to each Divestiture Product;

3. the Manufacturing Employees related to each Divestiture Product; and 

4. the Essential Employees.

FF. “Divestiture Product Business(es)” means the Business related to the Divestiture 

Product(s).

GG. “Divestiture Product License” means a perpetual, non-exclusive, fully paid-up, and 

royalty-free license(s) under a Divestiture Agreement with rights to sublicense to all 

Manufacturing Technology related to general manufacturing know-how that was owned, 

licensed, held, or controlled by a Respondent:

1. to research and Develop each Divestiture Product(s) and any ingredient, material, 

or component used in the manufacture of the Divestiture Product(s) for marketing, 

distribution, or sale within the Geographic Territory;

2. to use, make, have made, distribute, offer for sale, promote, advertise, or sell each 

Divestiture Product(s) and any ingredient, material, or component used in the 

manufacture of the Divestiture Product(s) within the Geographic Territory;

3. to import or export each Divestiture Product(s) and any ingredient, material, or 

component used in the manufacture of the Divestiture Product(s) to or from the 

Geographic Territory to the extent related to the marketing, distribution, or sale of 

the Divestiture Products in the Geographic Territory; and

4. to have the Divestiture Product(s) and any ingredient, material, or component used 

in the manufacture of the Divestiture Product(s) made anywhere in the world for 

distribution or sale within, or import into the Geographic Territory; 

provided, however, that for any Manufacturing Technology that is the subject of a license 

from a Third Party entered into by a Respondent prior to the Acquisition, the scope of the 

rights granted hereunder shall only be required to be equal to the scope of the rights 

granted by the Third Party to that Respondent and rights to any modifications made by 

the Respondents.

HH. “Divestiture Trustee” means the trustee appointed by the Commission pursuant to 

Paragraph X of this Decision and Order.
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II. “Domain Name” means the domain name(s) (uniform resource locators), and 

registration(s) thereof, issued by any Person or authority that issues and maintains the 

domain name registration; provided, however, “Domain Name” shall not include any 

trademark or service mark rights to such domain names other than the rights to the 

Trademarks required to be divested.

JJ. “Essential Employees” means any Person listed in Non-Public Appendix III attached to 

this Order.

KK. “Geographic Territory” means the following:

1. United States of America;

2. Canada; and

3. United Mexican States.

LL. “Government Entity” means any Federal, state, local, or non-U.S. government; any court, 

legislature, government agency, government department, or government commission; or 

any judicial or regulatory authority of any government.

MM. “Hot Rolling Process” means the Rolling of metal at a temperature above its 

recrystallization temperature.

NN. “Law(s)” means all laws, statutes, rules, regulations, ordinances, and other 

pronouncements by any Government Entity having the effect of law.

OO. “Manufacturing Employees” means all employees of a Respondent that have directly 

participated within the two (2) year period immediately prior to the Divestiture Date in 

any of the following related to a Divestiture Product: 

1. defining the commercial manufacturing process;

2. confirming that the manufacturing process is capable of reproducible commercial 

manufacturing;

3. formulating the manufacturing process performance qualification protocol;

4. controlling the manufacturing process to assure performance product quality;

5. assuring that during routine manufacturing the process remains in a state of control;

6. collecting and evaluating data for the purposes of providing scientific evidence that 

the manufacturing process is capable of consistently delivering quality products;

7. managing the operation of the manufacturing process;

8. defining packaging and materials handling procedures; or

9. managing the technological transfer of the manufacturing process from a facility to 

a different facility, of the Manufacturing Technology of a Divestiture Product;

unless such participation consisted solely of oversight of legal, accounting, tax, or 

financial compliance.
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PP. “Manufacturing Equipment” means all fixtures, equipment (including technical 

equipment and computers), and machinery that is being used or has been used at any time 

since the Respondents entered into the Acquisition Agreement, in the research, 

Development, or manufacture of a Divestiture Product and that is suitable for use in the 

research, Development, or manufacture of a Divestiture Product as of the Divestiture 

Date.

QQ. “Manufacturing Technology” means all technology, Trade Secrets, know-how, designs,

formulas, ideas, concepts, and proprietary information (whether patented, patentable, or 

otherwise) used by Respondents to manufacture each Divestiture Product, including:

1. all product specifications, product formulation, and formulation protocols, 

including the exact formulation, combination, design, array and identity and 

specifications of all components or ingredients (e.g., synthetic ester oils) that 

achieve a particular set of application and end-use characteristics in a final 

Divestiture Product;

2. manufacturing processes, analytical methods, flow diagrams, instructions, and 

other related manuals and drawings;

3. standard operating procedures;

4. quality assurance and control procedures, and quality manuals;

5. quality system documentation;

6. Customer quality surveys;

7. Customer quality certifications;

8. control history;

9. corrective actions stemming from Customer complaints;

10. non-conformance audits on products or processes used to manufacture products;

11. research and Development records;

12. annual product reviews;

13. supplier lists;

14. labeling and product manuals;

15. manuals and technical information provided to employees, Customers, distributors, 

suppliers, agents, licensees, including manufacturing, equipment and engineering 

manuals and drawings;

16. repair and performance records related to the Manufacturing Equipment being 

acquired by the Acquirer for the two (2) year period immediately preceding the 

Divestiture Date;
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17. records related to the protective workplace safety standards related to the 

Manufacturing Equipment being acquired by the Acquirer for the two (2) year 

period immediately preceding the Divestiture Date;

18. audits of manufacturing methods for the Divestiture Products conducted by any 

Agency, end-use Customer, or any Standards and Certification Organization; and

19. all other information related to the manufacturing process.

RR. “Marketing Materials” means all marketing materials used specifically in the marketing 

or sale of each Divestiture Product in the Geographic Territory as of the Divestiture Date,

including all quality system documentation used for Customer presentations, advertising 

materials, training materials, product data, mailing lists, sales materials (e.g., sales 

reports, sales funnel or process information, and sales data), marketing information (e.g., 

competitor information, research data, market intelligence reports, and statistical 

programs (if any) used for marketing and sales research), Customer information 

(including Customer net purchase information to be provided on the basis of either 

dollars and/or units for each month, quarter, or year), sales forecasting models, 

educational materials, and advertising and display materials, speaker lists, promotional 

and marketing materials to be provided to distributors and/or end-use Customer (e.g. 

specification sheets, application/use instructions, and technical specifications), Website 

content and advertising and display materials, artwork for the production of packaging 

components, television masters, and other similar materials related to each Divestiture 

Product.

SS. “Monitor” means any monitor appointed pursuant to Paragraph IX of this Decision and 

Order or Paragraph III of the Order to Maintain Assets.

TT. “NOA Patent” means U.S. Patent No. 6,818,609, including all reissues, additions, 

divisions, continuations, continuations-in-part, supplementary protection certificates, 

extensions and reexaminations thereof, all inventions disclosed therein, and all rights 

therein provided by international treaties and conventions.

UU. “Oil Product(s)” means any product that has a lubricant base of any of the following: 

petroleum and petroleum derivatives (including mineral oils), natural oils, animal fats and 

other derivatives, vegetable oils, or synthetic ester oils.

VV. “Order Date” means the date on which the final Decision and Order in this matter is 

issued by the Commission.

WW. “Order to Maintain Assets” means the Order to Maintain Assets incorporated into and 

made a part of the Agreement Containing Consent Orders.

XX. “Orders” means this Decision and Order and the related Order to Maintain Assets.

YY. “Ownership Interest” means any voting securities, non-voting securities, share capital, 

non-corporate equity interest, notes convertible into any voting or non-voting securities, 

contractual power to designate a director of an entity, equity, or other interest in an entity 

or its assets.
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ZZ. “Patent(s)” means all patents and patent applications, including provisional patent 

applications, invention disclosures, certificates of invention and applications for 

certificates of invention, and statutory invention registrations, in each case filed, or in 

existence, on or before the Divestiture Date (except where this Order specifies a different 

time), and includes all reissues, additions, divisions, continuations, continuations-in-part, 

supplementary protection certificates, extensions and reexaminations thereof, all 

inventions disclosed therein, and all rights therein provided by international treaties and 

conventions.

AAA. “Person” means any individual, partnership, joint venture, firm, corporation, association, 

trust, unincorporated organization, or other business or Government Entity, and any 

subsidiaries, divisions, groups, or affiliates thereof.

BBB. “Pickle Oil(s)” means all Oil Products manufactured, Developed, in Development, 

marketed, or sold to protect the surface of sheet steel during or after the steel has 

undergone the pickling process (i.e., the surface treatment process that usually uses an 

acidic solution to remove impurities, such as stains, inorganic contaminants, rust or scale

from sheet steel). 

CCC. “Pickle Oil Product Assets” means all rights, title, and interest in and to all assets related 

to the Business of Houghton related to Pickle Oils, to the extent the transfer is permitted

by Law, including the Categorized Assets related to the Pickle Oils which includes the 

following Trademarks and tradenames: Rolkleen®.

DDD. “Product Approval(s)” means all approvals, specifications, certifications, registrations, 

permits, licenses, consents, authorizations, and other approvals, and pending applications 

and requests therefor related to the research, Development, manufacture, distribution, 

finishing, packaging, marketing, sale, storage, or transport of a Divestiture required by:

1. any Customer; and/or

2. any Agency, Standards and Certification Organization, engineering firm, chemical

firm, or procurement firm, as applicable.

EEE. “Product Contracts” means all contracts or agreements between a Respondent and a Third 

Party:

1. that make specific reference to a Divestiture Product and pursuant to which any 

Third Party is obligated to purchase, or has the option to purchase without further 

negotiation of terms, that Divestiture Product from a Respondent;

2. pursuant to which a Respondent had or has as of the Divestiture Date the ability to 

independently purchase the raw materials, inputs, ingredients, or component(s), or 

had planned to purchase the raw materials, inputs, ingredients, or component(s) 

from any Third Party, for use in connection with the manufacture of a Divestiture 

Product;

3. pursuant to which a Third Party manufactures or plans to manufacture a Divestiture 

Product in order to provide it to a Respondent;
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4. pursuant to which a Third Party manufactures or plans to manufacture an input, 

ingredient or component of a Divestiture Product in order to provide it to a 

Respondent;

5. pursuant to which a Third Party markets, sells, or distributes a Divestiture Product;

6. pursuant to which a Third Party provides or plans to provide any part of the 

manufacturing process, including the mixing or packaging of a Divestiture Product; 

7. pursuant to which a Third Party provides the Manufacturing Technology related to 

a Divestiture Product to a Respondent;

8. pursuant to which a Third Party is licensed by a Respondent to use the 

Manufacturing Technology related to the Divestiture Product;

9. constituting confidentiality agreements related to a Divestiture Product;

10. involving any royalty, licensing, covenant not to sue, or similar arrangement related 

to a Divestiture Product;

11. pursuant to which a Third Party provides any specialized services necessary to the 

research, Development, manufacture, or distribution of a Divestiture Product to a 

Respondent, including consultation arrangements; and/or

12. pursuant to which any Third Party collaborates with a Respondent in the 

performance of research, Development, marketing, distribution, or selling of a 

Divestiture Product;

13. pursuant to which a Respondent licenses Software related to the Business of the 

Divestiture Products;

provided, however, that where any such contract or agreement also relates to a Retained 

Product(s), a Respondent shall, at the Acquirer’s option, assign or otherwise make 

available to the Acquirer all such rights under the contract or agreement as are related to 

the Divestiture Product, but concurrently may retain similar rights for the purposes of the 

Retained Product(s).

FFF. “Product Employee Information” means the following, for each Divestiture Product Core

Employee, as and to the extent permitted by Law:

1. a complete and accurate list containing the name of each Divestiture Product Core

Employee (including former employees who were employed by a Respondent

within ninety (90) days prior to the execution date of any Divestiture Agreement);

and

2. with respect to each such employee, the following information:

a. direct contact information for the employee, including telephone number;

b. the date of hire and effective service date;

c. job title or position held;
15

d. a specific description of the employee’s responsibilities related to the 

relevant Divestiture Product; provided, however, in lieu of this description, 

a Respondent may provide the employee’s most recent performance 

appraisal;

e. the base salary or current wages;

f. the most recent bonus paid, aggregate annual compensation for the relevant 

Respondent’s last fiscal year, and current target or guaranteed bonus, if any;

g. employment status (i.e., active or on leave or disability; full-time or 

part-time); 

h. all other material terms and conditions of employment in regard to such 

employee that are not otherwise generally available to similarly situated 

employees; and

3. at the Acquirer’s option or the Proposed Acquirer’s option (as applicable), copies 

of all employee benefit plans and summary plan descriptions (if any) applicable to 

the relevant employees.

GGG. “Product Intellectual Property” means all of the following intellectual property that is 

used in the Business of any Divestiture Product that is owned, licensed, held, or 

controlled by a Respondent as of the Divestiture Date:

1. Patents;

2. Copyrights;

3. Software;

4. Trademarks;

5. Trade Dress;

6. Trade Secrets, know-how, techniques, data, inventions, practices, methods, 

formulations, and other confidential or proprietary technical, business, research, 

Development information; and

7. rights to obtain and file for patents, trademarks, and copyrights and registrations 

thereof, and to bring suit against a Third Party for the past, present, or future 

infringement, misappropriation, dilution, misuse, or other violation of any of the 

foregoing;

provided, however, that “Product Intellectual Property” does not include the corporate 

names or corporate trade dress of “Quaker”, “Houghton”, or “Gulf Houghton” or the 

related corporate logos thereof, as well as the mark “Houghto Roll”; or the corporate 

names or corporate trade dress of any other corporations or companies owned or 

controlled by a Respondent or the related corporate logos thereof; or general 

registered images or symbols by which Quaker, Houghton, or Gulf Houghton can be 

identified or defined.
16

HHH. “Proposed Acquirer” means a Person proposed by a Respondent (or a Divestiture 

Trustee) to the Commission and submitted for the approval of the Commission to become 

an acquirer for particular assets or rights required to be assigned, granted, licensed, 

divested, transferred, delivered, or otherwise conveyed pursuant to this Order.

III. “Quality and Safety Reports” means:

1. descriptions of material events and matters concerning safety related to a 

Divestiture Product;

2. reports to the Environmental Protection Agency related to a Divestiture Product;

3. summary of product complaints from end-use customers related to a Divestiture 

Product;

4. product recall reports filed with any Agency or any Standards and Certification 

Organization related to a Divestiture Product, and all reports, studies, and other 

documents related to such recalls;

5. investigation reports and other documents related to any out-of-specification results 

found in a Divestiture Product;

6. reports related to a Divestiture Product from any consultant or outside contractor 

engaged to investigate or perform testing for the purposes of resolving any product 

or process issues;

7. reports of vendors of the inputs used to produce a Divestiture Product that relate to 

the specifications and testing of the production of a Divestiture Product;

8. analytical methods development records related to a Divestiture Product; and

9. manufacturing records related to a Divestiture Product.

JJJ. “Research and Development Employees” means all salaried employees of a Respondent 

who have directly participated in the research or Development of a Divestiture Product 

(unless such participation consisted solely of oversight of legal, accounting, tax, or 

financial compliance) including engineers, technical specialists, or chemists involved in 

new product development, chemical composition or formulation, design of Software that 

is used in the Development, manufacture, or use of the Divestiture Product, and Product 

Approvals within the three (3) year period immediately prior to the Divestiture Date.

KKK. “Research and Development Reports” means all research and Development records 

relating to the Divestiture Products including:

1. inventory of research and development records, research history, research efforts, 

research notebooks, research reports, technical service reports, testing methods, 

invention disclosures, and know-how related to the Divestiture Products;

2. all correspondence with any Agency or Standards and Certification Organizations 

relating to applications for Product Approvals;

3. all correspondence with Customers relating to Product Approvals;
17

4. all underlying information, data filings, reports, correspondence or other materials 

used to obtain or apply for any of the Product Approvals, including, all data 

submitted to and all correspondence with Customers or any other Person;

5. annual and periodic reports related to the Product Approvals;

6. product labeling or documents provided to Customers; and

7. product usage, product application (i.e., how the product is applied to metal), 

product installation/dispersal instructions, and technical specifications.

LLL. “Retained Product(s)” means any product(s) other than a Divestiture Product.

MMM. “Rolling” means the process of passing metal stock through one or more pair of mill 

rollers in order to reduce the thickness of the metal sheet or slab and to make the 

thickness uniform, or to form a new structure.

NNN. “Sales and Marketing Employees” means all employees of a Respondent who have 

participated in the sales, marketing, or on-site mill technical support of a Divestiture 

Product to customers within the two (2) year period immediately prior to the Divestiture 

Date.

OOO. “Software” means computer programs related to the Business of Respondents, including 

all software implementations of algorithms, models, and methodologies whether in 

source code or object code form, databases, and compilations, including any and all data 

and collections of data, all documentation, including user manuals and training materials, 

related to any of the foregoing and the content and information contained on any 

Website; provided, however, that “Software” does not include software that is readily 

purchasable or licensable from sources other than the Respondents and which has not 

been modified in a manner material to the use or function thereof (other than user 

preference settings).

PPP. “Standards and Certification Organization(s)” means any non-governmental Person that 

provides audits and certifications of management systems and/or manufacturing 

processes or product assessments and certifications related to the Divestiture Products

(e.g., ASTM International).

QQQ. “Steel Cleaner(s)” means all products that are cleaners manufactured, Developed, in 

Development, marketed, or sold to remove rolling lubricant residues from steel.

RRR. “Steel Cleaner Assets” means all rights, title, and interest in and to all assets related to the 

Business of Houghton related to Steel Cleaners, to the extent the transfer is permitted by 

Law, including the Categorized Assets related to the Steel Cleaners which also include

the following:

1. The following Trademarks or tradenames: Rolkleen®; Mill Clean®; Strip-Kleen®;

Cerfa-Kleen®; and,

2. all rights related to Steel Cleaners granted to Houghton and/or Gulf Houghton 

pursuant to the Steel Cleaner Henkel License.
18

SSS. “Steel Cleaner Henkel License” means the License Agreement by and between Henkel 

Corporation and Houghton Technical Corp dated as of March 31, 2014. This license is 

attached as Annex A to the Partial Assignment and Assumption Agreement by and among 

Houghton Technical Corp., Total Marketing Services, and Henkel US Operations 

Corporation. The Partial Assignment and Assumption Agreement is attached as Exhibit 

G to the Asset Purchase Agreement by and among Quaker Chemical Corporation, Global 

Houghton Ltd., and Total Marketing Services, dated as of March 25, 2019 in Non-Public 

Appendix I attached to this Order.

TTT. “Steel Cold Rolling Oil(s)” means all Oil Products manufactured, Developed, in 

Development, marketed, or sold that are used to reduce friction and to prevent 

metal-to-metal contact between the surfaces of the mill rollers and the steel in the Cold 

Rolling Process of the steel. “Steel Cold Rolling Oils” include all such Oil Products 

manufactured, Developed, in Development, marketed, or sold that are used to reduce 

friction and to prevent metal-to-metal contact between the surfaces of the mill rollers and 

the steel in the Cold Rolling Process of the steel at any width or gauge sheet and for any 

further processing (e.g., tinplating or coating with another substance, e.g., zinc, 

aluminum, or paint) and for any end-use (e.g., can bodies, can ends, and other closures 

for food and beverages, household appliances, such as washers and dryers, automobile or 

truck parts, or building and construction products).

UUU. “Steel Cold Rolling Oil Assets” means all rights, title, and interest in and to all assets 

related to the Business of Houghton related to each of the Steel Cold Rolling Oils, to the 

extent the transfer is permitted by Law, including the Categorized Assets related to the 

Steel Cold Rolling Oils which also include the following Trademarks or tradenames: 

Fenella®; Tempershield®; Rollshield®; Rollub®; and Steelshield.

VVV. “Supply Cost” means the actual cost of materials, packaging, direct labor, and direct 

overhead excluding any allocation or absorption of costs for excess or idle capacity, and 

excluding any intracompany transfer profits plus the actual cost of shipping and 

transportation where those costs are incurred by the Respondents.

WWW. “Technical Support” means all capabilities to provide customer-specific technical 

expertise, modification of products, customizing of products, testing of products, product 

performance advice, equipment assessment, on-site product assistance, monitoring of 

inventory levels and product orders/deliveries, and general product issue-solving and 

trouble-shooting.

XXX. “Technology Transfer Standards” means requirements and standards sufficient to ensure 

that the information and assets required to be delivered to an Acquirer pursuant to this 

Order are delivered in an organized, comprehensive, complete, useful, timely (i.e., 

ensuring no unreasonable delays in transmission), and meaningful manner. Such 

standards and requirements shall include, inter alia:

1. designating employees of a Respondent knowledgeable about the Manufacturing 

Technology (and all related intellectual property) related to each of the Divestiture 

Products who will be responsible for communicating directly with the Acquirer, 
19

and the Monitor (if one has been appointed), for the purpose of effecting such 

delivery unless such Persons are hired by the Acquirer;

2. preparing technology transfer protocols and transfer acceptance criteria for both the 

processes and analytical methods related to the specified Divestiture Product that 

are acceptable to the Acquirer;

3. preparing and implementing a detailed technological transfer plan that contains, 

inter alia, the transfer of all relevant information, all appropriate documentation, all 

other materials, and projected time lines for the delivery of all such Manufacturing 

Technology (including all related intellectual property) to the Acquirer; and

4. to the extent the Persons with the relevant knowledge remain employees of a 

Respondent (e.g., are not hired by the Acquirer), providing, in a timely manner, 

assistance and advice to enable the Acquirer to:

a. manufacture the specified Divestiture Product and any ingredients, e.g., 

synthetic ester oils, or components of the Divestiture Product that have been 

or are being made by a Respondent in the quality and quantities achieved by 

that Respondent;

b. obtain any Product Approvals necessary for the Acquirer to manufacture, 

distribute, market, and sell each Divestiture Product in commercial 

quantities and to meet the requirements of all Product Approvals for such 

Divestiture Product; and 

c. receive, integrate, and use all such Manufacturing Technology and all such 

intellectual property related to each Divestiture Product.

YYY. “Third Party(ies)” means any non-governmental Person other than the following: a 

Respondent; or an Acquirer of particular assets or rights pursuant to this Order.

ZZZ. “Total” means Total S.A., a corporation (société anonyme) with its principal executive 

offices located at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France, and any 

Person controlled by or under common control of Total S.A., including Total Marketing 

Services S.A.

AAAA. “Trade Dress” means the current trade dress of a Divestiture Product, including 

packaging and the lettering of the product trade name or brand name.

BBBB. “Trade Secret(s)” means information, including a formula, pattern, compilation, program, 

device, method, technique, or process that: derives independent economic value, actual 

or potential, from not being generally known to, and not being readily ascertainable by 

proper means by, others who can obtain economic value from its disclosure or use (e.g., 

competitors); and is the subject of efforts that are reasonable under the circumstances to 

maintain its secrecy.

CCCC. “Trademark(s)” means all proprietary names or designations, trademarks, service marks, 

trade names, and brand names, including registrations and applications for registration 
20 

therefor (and all renewals, modifications, and extensions thereof), and all common law 

rights, and the goodwill symbolized thereby and associated therewith, for a product. 

DDDD. “Transition Services” means the provision of Technical Support by the Respondents. 

EEEE. “United States of America” means the United States of America, and its territories, 

districts, commonwealths and possessions. 

FFFF. “Website” means the content of the Website(s) located at the Domain Names, the 

Domain Names, and all Copyrights in such Website(s), to the extent owned by a 

Respondent; provided, however, “Website” shall not include the following: (1) content 

owned by Third Parties and other Product Intellectual Property not owned by a 

Respondent that are incorporated in such Website(s), such as stock photographs used in 

the Website(s), except to the extent that a Respondent can convey its rights, if any, 

therein; or (2) content unrelated to any of the Divestiture Products.

II. Divestiture

IT IS FURTHER ORDERED that:

Not later than ten (10) days after the Acquisition Date, Respondents shall divest the 

Divestiture Product Assets and grant the Divestiture Product License, absolutely and in 

good faith, to Total pursuant to, and in accordance with, the Divestiture Agreements. 

If Respondents divest the Divestiture Product Assets to Total prior to the Order Date, and 

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

Commission notifies Respondents that: 

1. Total is not an acceptable purchaser of any of the Divestiture Product Assets, then 

Respondents shall immediately rescind the transaction with Total, in whole or in 

part, as directed by the Commission, and shall divest the Divestiture Product Assets

within one hundred eighty (180) days after the Order Date, absolutely and in good 

faith, at no minimum price, to an Acquirer that receives the prior approval of the 

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

Commission;

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

Commission may direct Respondents, or appoint a Divestiture Trustee, to effect 

such modifications to the manner of divestiture of the Divestiture Product Assets to

Total (including entering into additional agreements or arrangements) as the 

Commission may determine are necessary to satisfy the requirements of this Order.

C. Prior to the Divestiture Date, Respondents shall provide the Acquirer with the 

opportunity to review all contracts or agreements that are Product Contracts for the 

purposes of the Acquirer’s determination whether to assume such contracts or 

agreements.
21

D. Prior to the Divestiture Date, Respondents shall secure all consents and waivers from all 

Third Parties that are necessary to permit Respondents to divest the Divestiture Product

Assets to the Acquirer, and to permit the Acquirer to continue the Business of the 

Divestiture Products;

provided, however, Respondents may satisfy this requirement by certifying that 

the Acquirer has executed all such agreements directly with each of the relevant Third 

Parties. 

E. Respondents shall provide, or cause to be provided, to the Acquirer in a manner 

consistent with the Technology Transfer Standards the following: 

1. all Manufacturing Technology (including all related intellectual property); and 

2. all rights to all Manufacturing Technology (including all related intellectual 

property) that is owned by a Third Party and licensed to a Respondent.

Respondents shall obtain any consents from Third Parties required to comply with this 

provision. Respondents shall not enforce any agreement against a Third Party or an 

Acquirer to the extent that such agreement may limit or otherwise impair the ability of 

the Acquirer to use or to acquire from the Third Party the Manufacturing Technology

(including all related intellectual property). Such agreements include, but are not 

limited to, agreements with respect to the disclosure of Confidential Business 

Information related to such Manufacturing Technology. Not later than ten (10) days 

after the Divestiture Date, Respondents shall grant a release to each Third Party that is

subject to such agreements that allows the Third Party to provide the relevant 

Manufacturing Technology to the Acquirer. Within five (5) days of the execution of 

each such release, Respondents shall provide a copy of the release to the Acquirer.

F. After the Divestiture Date, Respondents shall not, in the Geographic Territory:

1. use any of the Trademarks related to Divestiture Products or any mark confusingly 

similar to the Trademarks as a trademark, tradename, or service mark except (i) as 

may be necessary to sell stocks of Divestiture Products in existence as of the 

Acquisition Date that are not being acquired by the Acquirer or to comply with the 

Contract Manufacture requirements of this Order, or (ii) as permitted under any 

license entered into by Respondents pursuant to Paragraph II.N;

2. attempt to register the Trademarks;

3. attempt to register any mark confusingly similar to the Trademarks;

4. challenge or interfere with an Acquirer’s use and registration of the Trademarks; or

5. challenge or interfere with an Acquirer’s efforts to enforce its trademark 

registrations for and trademark rights in the relevant Trademarks against Third 

Parties.

G. After the Divestiture Date, Respondents shall not, in the Geographic Territory, market or

sell to, or manufacture for, any Person other than the Acquirer any Aluminum Hot 

Rolling Oils, Steel Cold Rolling Oils, Compatible Hydraulic Fluids-Aluminum, Pickle
22

Oils, or Steel Cleaners that are the same formulation or substantially the same 

formulation as the Divestiture Products except that for a transition period beginning 

immediately after the Divestiture Date, Respondents may manufacture such products 

within the Geographic Territory solely for delivery to, and use at, customer locations 

outside the Geographic Territory and only in circumstances wherein Houghton 

manufactured such products within the Geographic Territory and supplied such products 

to these customer locations outside the Geographic Territory as of the Divestiture Date. 

Such transition period:

1. is conditioned on (i) Respondents providing a notification to the Acquirer and the 

Monitor on a quarterly basis that includes, for each delivery of the product to the 

customer, the customer’s name, volume(s) of the product(s), and delivery location,

and (ii) Respondents notifying these customers in writing that the products supplied 

under these circumstances may not be used within, or imported into, the 

Geographic Territory; 

2. shall terminate on the earlier of (i) two years after the Divestiture Date, or (ii) the 

date the Respondents complete their requirements to Contract Manufacture

pursuant to this Order; and

3. may only be extended with the prior approval of the Commission except as 

otherwise provided in Rule 2.41(f)(5) of the Commission’s Rules of Practice and 

Procedure, 16 C.F.R. § 2.41(f)(5).

H. This Order does not restrict the Respondents’ use of the formulations of the Divestiture 

Products to make, have made, use, sell, offer for sale, any product outside of the 

Geographic Territory, but only if such product is made and delivered outside the 

Geographic Territory and is only for use by the purchasers of such product outside the 

Geographic Territory and not for import into the Geographic Territory.

I. Respondents shall treat all formulations of the Divestiture Products as Trade Secret

information owned by the Acquirer and shall institute all such procedures as are 

necessary and appropriate to protect this Trade Secret information.

J. Upon reasonable written notice and request from an Acquirer to Respondents, 

Respondents shall provide, in a timely manner, at no greater than Direct Cost, assistance 

of knowledgeable employees of Respondents to assist the Acquirer to defend against, 

respond to, or otherwise participate in any litigation brought by a Third Party related to 

the Product Intellectual Property related to any of the Divestiture Product(s), if such 

litigation would have the potential to interfere with the Acquirer’s freedom to practice the 

following: (i) the research, Development, or manufacture anywhere in the world of the 

Divestiture Product(s) for the purposes of marketing, sale, or offer for sale within the 

Geographic Territory of such Divestiture Product(s); or (ii) the import, export from one 

country within the Geographic Territory to another country within the Geographic 

Territory, use, supply, distribution, sale, or offer for sale of the Divestiture Product(s) 

into, from, or within the Geographic Territory.
23

K. Respondents shall not join, file, prosecute, or maintain any suit, in law or equity, against 

the Acquirer, its licensees, or its Customers under any Patent that was pending or issued 

on or before the Acquisition Date if such suit would directly limit or impair the 

Acquirer’s freedom to manufacture any Divestiture Product anywhere in the world, or to

distribute, market, sell, or offer for sale any Divestiture Product within the Geographic 

Territory.

L. For any patent infringement suit filed prior to the Divestiture Date in which a Respondent 

is alleged to have infringed a Patent of a Third Party or any potential patent infringement

suit from a Third Party that a Respondent has prepared or is preparing to defend against 

as of the Divestiture Date, and where such a suit would have the potential directly to limit 

or interfere with the Acquirer’s freedom to practice the following: (i) the research, 

Development, or manufacture anywhere in the world of the Divestiture Product(s) 

acquired for the purposes of marketing, sale, or offer for sale within the Geographic 

Territory of such Divestiture Product(s); or (ii) the import, export, use, supply, 

distribution, sale, or offer for sale of the Divestiture Product(s) into, from, or within the 

Geographic Territory, that Respondent shall:

1. cooperate with the Acquirer and provide any and all necessary technical and legal 

assistance, documentation, and witnesses from that Respondent in connection with 

obtaining resolution of any pending patent litigation related to that Divestiture

Product;

2. waive conflicts of interest, if any, to allow that Respondent’s outside legal counsel 

to represent the Acquirer in any ongoing patent litigation related to that Divestiture

Product; and

3. permit the transfer to the Acquirer of all of the litigation files and any related 

attorney work product in the possession of that Respondent’s outside counsel 

related to that Divestiture Product.

M. Subject to the prior approval of the Commission, Respondents may enter into a license 

from the Acquirer to make, have made, use, sell, offer for sale, any product that practices 

any claim of the NOA Patent, but such license shall:

1. be limited to:

a. products to be offered for sale or sold by the Respondents within or outside 

the Geographic Territory that are within the following fields-of-use: (i) 

copper rod, copper wire, or other copper metalworking; (ii) brass rod, brass 

wire, or other brass metalworking; and (iii) aluminum rod or aluminum 

wire; or

b. products to be offered for sale or sold by the Respondents outside the 

Geographic Territory for delivery outside the Geographic Territory and not 

for import into, or use within, the Geographic Territory;

2. be non-exclusive; 
24

3. require that any sublicense by the Respondents be subject to the prior approval of 

the Acquirer;

4. not be modified or amended without the prior approval of the Commission, except

as otherwise provided in Rule 2.41(f)(5) of the Commission’s Rules of Practice and 

Procedure, 16 C.F.R. § 2.41(f)(5).

N. Subject to the prior approval of the Commission, and solely for the purposes of products 

that are either (i) to be offered for sale or sold by the Respondents outside the Geographic 

Territory or (ii) to be offered for sale or sold by the Respondents within the Geographic 

Territory that are not a Divestiture Product and do not compete with a Divestiture 

Product, the Respondents may enter into a license from the Acquirer for a period of up to 

two (2) years after the Order Date to use certain Trademarks or tradenames divested to 

the Acquirer pursuant to this Order. Such agreement may not be modified or amended

without the prior approval of the Commission, except as otherwise provided in Rule 

2.41(f)(5) of the Commission’s Rules of Practice and Procedure, 16 C.F.R. § 2.41(f)(5).

III. Divestiture Agreements

IT IS FURTHER ORDERED that:

A. Any Divestiture Agreement shall be deemed incorporated into this Order.

B. Any failure by a Respondent to comply with any term of such Divestiture Agreement

shall constitute a failure to comply with this Order. 

C. Respondents shall include in each Divestiture Agreement related to each of the 

Divestiture Products a specific reference to this Order, the remedial purposes thereof, and 

provisions to reflect the full scope and breadth of each Respondent’s obligation to the 

Acquirer pursuant to this Order.

D. No Respondent shall seek, directly or indirectly, pursuant to any dispute resolution 

mechanism incorporated in any Divestiture Agreement, or in any agreement related to 

any of the Divestiture Products, a decision the result of which would be inconsistent with 

the terms of this Order or the remedial purposes thereof.

E. No Respondent shall modify or amend any of the terms of any Divestiture Agreement

without the prior approval of the Commission, except as otherwise provided in Rule 

2.41(f)(5) of the Commission’s Rules of Practice and Procedure, 16 C.F.R. § 2.41(f)(5). 

Notwithstanding any term of the Divestiture Agreement(s), any modification or 

amendment of any Divestiture Agreement made without the prior approval of the 

Commission, or as otherwise provided in Rule 2.41(f)(5), shall constitute a failure to 

comply with this Order.
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IV. Contract Manufacturing by Respondents

IT IS FURTHER ORDERED that Respondents shall:

A. Contract Manufacture and deliver, or cause to be manufactured and delivered, to the 

Acquirer, in a timely manner and under reasonable terms and conditions, a supply of each

of the Contract Manufacture Products requested by the Acquirer at no greater than 

Supply Cost, for a period of time sufficient to allow the Acquirer (or the Manufacturing 

Designee of the Acquirer) to: (i) obtain all of the relevant Product Approvals necessary 

to manufacture the Contract Manufacture Product(s), (ii) manufacture such products in 

commercial quantities independently of Respondents, and (iii) secure sources of supply 

of the specialized ingredients and necessary components from Persons other than 

Respondents;

B. Make representations and warranties to the Acquirer that the Contract Manufacture 

Product(s) supplied by Respondents pursuant to a Divestiture Agreement meet the 

relevant Product Approvals;

C. For the Contract Manufacture Product(s) to be marketed or sold in the Geographic 

Territory, agree to indemnify, defend, and hold the Acquirer harmless from any and all 

suits, claims, actions, demands, liabilities, expenses, or losses alleged to result from the 

failure of the Contract Manufacture Product(s) supplied to the Acquirer pursuant to a 

Divestiture Agreement by that Respondent to meet the relevant Product Approvals. This 

obligation may be made contingent upon the Acquirer giving Respondents prompt 

written notice of such claim and cooperating fully in the defense of such claim; 

provided, however, that the supplying Respondent may reserve the right to control 

the defense of any such claim, including the right to settle the claim, so long as such 

settlement is consistent with the supplying Respondent’s responsibilities to supply the 

Contract Manufacture Products in the manner required by this Order;

provided further, however, that this obligation shall not require such Respondent 

to be liable for any negligent act or omission of the Acquirer or for any representations 

and warranties, express or implied, made by the Acquirer that exceed the representations 

and warranties made by the supplying Respondent to the Acquirer in an agreement to 

Contract Manufacture;

D. Give priority to supplying a Contract Manufacture Product to the Acquirer over 

manufacturing and supplying of products for Respondents’ own use or sale;

E. Agree to hold harmless and indemnify the Acquirer for any liabilities or loss of profits 

resulting from the failure of the Contract Manufacture Products to be delivered in a 

timely manner unless (i) Respondents can demonstrate that the failure was beyond the 

control of Respondents and in no part the result of negligence or willful misconduct by 

Respondents, and (ii) Respondents are able to cure the supply failure not later than thirty 

(30) days after the receipt of notice from the Acquirer of a supply failure;

F. During the term of any agreement to Contract Manufacture, upon written request of the 

Acquirer or the Monitor, make available to the Acquirer and the Monitor all records that 
26

relate directly to the manufacture of the relevant Contract Manufacture Products that are 

generated or created after the Divestiture Date;

G. For each Contract Manufacturer Product for which Respondents purchase the 

ingredient(s) or components(s) from a Third Party, provide the Acquirer with the actual 

price paid by Respondents for each ingredient(s) or component(s), respectively, used to 

manufacture that Contract Manufacture Product;

H. For each Contract Manufacturer Product for which the Respondents are the source of the 

ingredient(s) or component(s), charge the Acquirer a price no greater than the 

Respondents’ actual cost for such ingredient(s) or component(s) and shall exclude any 

intracompany transfer profit in calculating the total price for the final finished Contract 

Manufacture Product to the Acquirer;

I. During the term of any agreement to Contract Manufacture, take all actions as are 

reasonably necessary to ensure an uninterrupted supply of the Contract Manufacture 

Product(s);

J. Provide access to all information and facilities, and make such arrangements with Third 

Parties, as are necessary to allow the Monitor to monitor compliance with the obligations 

to Contract Manufacture; 

K. Not be entitled to terminate any agreement to Contract Manufacture due to an Acquirer 

filing a petition in bankruptcy, or entering into an agreement with its creditors, or 

applying for or consenting to appointment of a receiver or trustee, or making an 

assignment for the benefit of creditors, or becoming subject to involuntary proceedings 

under any bankruptcy or insolvency Law; 

L. Notify the Commission at least sixty (60) days prior to terminating any agreement with 

an Acquirer to Contract Manufacture for any reason, and shall submit at the same time a 

copy of such notice to the Monitor; and

M. During the term of any agreement to Contract Manufacture, provide consultation with 

knowledgeable employees of Respondents and training, at the written request of the 

Acquirer and at a facility chosen by the Acquirer, for the purposes of enabling the 

Acquirer (or the Manufacturing Designee of the Acquirer) to obtain all Product 

Approvals to manufacture the Contract Manufacture Products in the same quality 

achieved by, or on behalf of, a Respondent and in commercial quantities, and in a manner 

consistent with the Product Approvals, independently of Respondents and sufficient to 

satisfy management of the Acquirer that its personnel (or the Manufacturing Designee’s 

personnel) are adequately trained in the manufacture of the Contract Manufacture 

Products;

N. The foregoing requirements for Respondents to Contract Manufacture shall remain in 

effect with respect to each Contract Manufacture Product until the earliest of: 

1. the date the Acquirer notifies Commission staff in writing that it (or the 

Manufacturing Designee(s) of the Acquirer) has been qualified by all Customers to 

manufacture such Contract Manufacture Product for sale in the Geographic 
27

Territory and is able to manufacture such Contract Manufacture Product in 

commercial quantities, in a manner consistent with the quality achieved by the 

Respondents, independently of Respondents; or

2. the date the Commission otherwise directs that these requirements to Contract 

Manufacture are no longer in effect.

V. Transition Services

IT IS FURTHER ORDERED that Respondents shall:

A. Upon written request of the Acquirer, provide Transition Services to the Acquirer in a 

timely manner and under reasonable terms and conditions at no greater than Direct Cost 

for a period of time sufficient to allow the Acquirer to obtain all of the relevant Product 

Approvals necessary to manufacture and sell commercial quantities of the finished 

Divestiture Products independently of Respondents; 

B. Designate employees of Respondents knowledgeable about the Technical Support to 

advise and provide such services to the Acquirer;

C. During the term of any agreement with the Acquirer to provide Transition Services and 

pursuant to such agreement and this Order:

1. take all actions as are reasonably necessary to ensure that the provision of 

Transition Services to the Acquirer are uninterrupted;

2. not limit damages (such as indirect, special, and consequential damages) that the 

Acquirer would be entitled to receive in the event of Respondents’ breach of such 

agreement;

3. not be entitled to terminate such agreement due to the Acquirer filing a petition in 

bankruptcy, or entering into an agreement with its creditors, or applying for or 

consenting to appointment of a receiver or trustee, or making an assignment for the 

benefit of its creditors, or becoming subject to involuntary proceedings under any 

bankruptcy or insolvency Law;

4. permit the Acquirer to terminate such agreement at any time upon commercially 

reasonable notice and without cost or penalty; and

5. upon the Acquirer’s request, file with the Commission a written request to extend 

the time period for any such agreement.

VI. Employees

IT IS FURTHER ORDERED that Respondents shall:

A. For a period of two (2) years after the Divestiture Date, provide the Acquirer with the 

opportunity to enter into employment contracts with the Divestiture Product Core
28

Employees. Each of these periods is hereinafter referred to as the “Divestiture Product 

Core Employee Access Period(s)”;

B. Not later than the earlier of the following dates: (i) ten (10) days after notice by staff of 

the Commission to the relevant Respondent to provide the Product Employee 

Information; or (ii) ten (10) days after written request by an Acquirer, provide the 

Acquirer or Proposed Acquirer(s) with the Product Employee Information related to the 

Divestiture Product Core Employees. Failure by that Respondent to provide the Product 

Employee Information for any Divestiture Product Core Employee within the time 

provided herein shall extend the Divestiture Product Core Employee Access Period(s) 

with respect to that employee in an amount equal to the delay; 

provided, however, that the provision of such information may be conditioned 

upon the Acquirer’s or Proposed Acquirer’s written confirmation that it will (i) treat the 

information as confidential and, more specifically, (ii) use the information solely in 

connection with considering whether to provide, or providing to Divestiture Product Core

Employees the opportunity to enter into employment contracts during the Divestiture 

Product Core Employee Access Period, and (iii) restrict access to the information to such 

of the Acquirer’s or Proposed Acquirer’s employees who need such access in connection 

with the specified and permitted use;

C. During the Divestiture Product Core Employee Access Period(s), not interfere with the 

hiring or employing by the Acquirer of the Divestiture Product Core Employees and 

remove any impediments within the control of a Respondent that may deter these 

employees from accepting employment with the Acquirer, including any noncompete or 

nondisclosure provision of employment with respect to a Divestiture Product or other 

contracts with a Respondent that would affect the ability or incentive of those individuals 

to be employed by the Acquirer. In addition, a Respondent shall not make any 

counteroffer to any Divestiture Product Core Employee who has received a written offer 

of employment from the Acquirer;

provided, however, that, subject to the conditions of continued employment 

prescribed in this Order, this Paragraph shall not prohibit a Respondent from continuing 

to employ any Divestiture Product Core Employee under the terms of that employee’s 

employment with a Respondent prior to the date of the written offer of employment from 

the Acquirer to that employee;

D. Until the Divestiture Date, provide all Divestiture Product Core Employees with 

reasonable financial incentives to continue in their positions and to research, Develop, 

manufacture, market and/or sell the Divestiture Product(s) consistent with past practices 

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

of the Divestiture Product Businesses and to ensure successful execution of the 

pre-Acquisition plans for the Divestiture Product(s). Such incentives shall include a 

continuation of all employee compensation and benefits offered by a Respondent until the 

Divestiture Date(s) for the divestiture of the Divestiture Product Assets has occurred, 

including regularly scheduled raises, bonuses, and vesting of pension benefits (as 

permitted by Law); 
29

provided, however, that this Paragraph does not require, nor shall be construed to 

require, a Respondent to terminate the employment of any employee or to prevent a 

Respondent from continuing to employ the Divestiture Product Core Employees in 

connection with the Acquisition;

E. For a period of one (1) year after the Divestiture Date, not: (i) directly or indirectly solicit 

or otherwise attempt to induce any employee of the Acquirer with any amount of 

responsibility related to a Divestiture Product (“Divestiture Product Employee”) to 

terminate his or her employment relationship with the Acquirer; or (ii) hire any 

Divestiture Product Employee; 

provided, however, this Order does not prohibit a Respondent from hiring any 

former Divestiture Product Employee whose employment has been terminated by the 

Acquirer or who independently applies for employment with that Respondent, as long as 

that employee was not solicited in violation of the nonsolicitation requirements contained 

within this Order; 

provided further, however, this Order allows a Respondent to do the following: 

(i) advertise for employees in newspapers, trade publications, or other media not targeted 

specifically at the Divestiture Product Employees; or (ii) hire a Divestiture Product

Employee who contacts a Respondent on his or her own initiative without any direct or 

indirect solicitation or encouragement from that Respondent.

F. From the Divestiture Date until the date that is two (2) years after the Divestiture Date, 

Respondents shall not:

1. market or sell any Retained Products that compete with any Divestiture Product 

using the services of any Essential Employee;

2. permit any Essential Employee to participate, directly or indirectly, in the direction, 

planning, management, or advisement of the Respondents’ Business related to the 

Retained Products that compete with any Divestiture Product; or

3. permit any Essential Employee to provide, disclose, or otherwise make available, 

directly or indirectly, any current or historical marketing or sales plans, negotiation 

histories with customers, product Development, or other Confidential Business 

Information related to any Divestiture Product to any employee of the Respondents 

that has any responsibilities related to the marketing, management, or sales of any 

Retained Product that compete with a Divestiture Products.

G. Respondents shall not enforce, or seek to enforce, any restrictions on the work that any 

Divestiture Product Core Employee is permitted to do as an employee of the Acquirer.

H. Respondents shall provide each Essential Employee who (i) accepts an offer of 

employment with the Acquirer either on or before the Divestiture Date or within six (6) 

months after the Divestiture Date, and (ii) who remains with the Acquirer for a period of 

(1) year, a financial incentive equal to amount specified in Non-Public Appendix III. 

The Respondents shall pay such financial incentives one (1) year after the 

commencement of the employee’s employment by the Acquirer. On or before the 
30

Divestiture Date, Respondents shall notify each Essential Employee of the provisions of 

this Paragraph. Respondents shall give the above-described notification to each 

Essential Employee by e-mail with return receipt requested and keep a file of those 

receipts for two (2) years after the Divestiture Date. Each Respondent shall provide a 

copy of the notification to the Acquirer.

VII. Asset Maintenance 

IT IS FURTHER ORDERED that:

A. Until Respondents complete the divestitures required by this Order and fully provide, or 

cause to be provided, the Manufacturing Technology related to each Divestiture Product 

to the Acquirer Respondents shall take actions as are necessary to: 

1. maintain the full economic viability and marketability of the Business associated 

with that Divestiture Product;

2. minimize any risk of loss of competitive potential for that Divestiture Product 

Business;

3. prevent the destruction, removal, wasting, deterioration, or impairment of any of the 

assets related to that Divestiture Product Business;

4. ensure the assets related to each Divestiture Product Business are provided to the 

Acquirer in a manner without disruption, delay, or impairment of the Product 

Approval processes related to that Divestiture Product Business;

5. ensure the completeness of the transfer and delivery of the Manufacturing 

Technology; and

B. Respondents shall not sell, transfer, encumber, or otherwise impair the Divestiture 

Product Assets (other than in the manner prescribed in this Order), nor take any action 

that lessens the full economic viability, marketability, or competitiveness of the 

Divestiture Product Businesses.

VIII. Confidential Business Information

IT IS FURTHER ORDERED that:

A. Respondents shall:

1. transfer and deliver to the Acquirer, at Respondents’ expense, all Confidential 

Business Information:

a. in good faith; 

b. in a timely manner, i.e., as soon as practicable, avoiding any delays in 

transmission of the respective information; and 
31

c. in a manner that ensures its completeness and accuracy and that fully 

preserves its usefulness;

2. pending complete delivery of all such Confidential Business Information to the 

Acquirer, provide the Acquirer and the Monitor with access to all such Confidential 

Business Information and employees who possess or are able to locate such 

information for the purposes of identifying the books, records, and files directly 

related to the Business of each Divestiture Product that contain such Confidential 

Business Information and facilitating the delivery in a manner consistent with this 

Order;

3. not use, directly or indirectly, any such Confidential Business Information other 

than as necessary to comply with the following: 

a. the requirements of the Orders; 

b. Respondents’ obligations to the Acquirer under the terms of any related 

Divestiture Agreement; or

c. applicable Law; 

4. not disclose or convey any Confidential Business Information, directly or 

indirectly, to any Person except:

a. the Acquirer;

b. other Persons specifically authorized by the Acquirer or staff of the 

Commission to receive such information;

c. the Commission; or 

d. the Monitor; and

except to the extent necessary to comply with applicable Law;

5. not provide, disclose or otherwise make available, directly or indirectly, any 

Confidential Business Information to the employees associated with the business 

that is being retained, owned, or controlled by the Respondents, other than those 

employees directly involved in providing Contract Manufacturing or Transition 

Services to the Acquirer or who are engaged in the transfer and delivery of the 

Manufacturing Technology to the Acquirer and only for the purposes of providing 

such products, assistance, and information to the Acquirer;

6. institute procedures and requirements to ensure that the employees providing 

Contract Manufacturing or Transition Services or who are engaged in the transfer 

and delivery of the Manufacturing Technology:

a. do not provide, disclose, or otherwise make available, directly or indirectly, 

any Confidential Business Information in contravention of the Orders; and

b. do not solicit, access, or use any Confidential Business Information that 

they are prohibited from receiving for any reason or purpose; and
32

7. take all action necessary and appropriate to prevent access to, and the disclosure or 

use of the Confidential Business Information by or to any Person(s) not authorized 

to access, receive, and/or use such information pursuant to the terms of the Orders

or the Divestiture Agreements, including: 

a. establishing and maintaining appropriate firewalls, confidentiality 

protections, internal practices, training, communications, protocols and 

system and network controls and restrictions; 

b. to the extent practicable, maintaining Confidential Business Information 

separate from other data or information of the Respondents; and

c. ensuring by other reasonable and appropriate means that the Confidential 

Business Information is not share with Respondents’ personnel engaged in 

the provision of the same or substantially the same type as the Divestiture 

Product Businesses;

8. upon the request of the Acquirer, destroy any copies of Confidential Business 

Information (other than electronic copies of Confidential Business Information 

created as a result of automatic back-up procedures) within thirty (30) days of such 

request except as otherwise agreed to between the Respondent(s) and the Acquirer 

or to the extent necessary to comply with applicable Law.

B. Respondents shall require, as a condition of continued employment post-divestiture of the 

Divestiture Product Assets, that each employee that has had responsibilities related to the

Development, marketing, or sales of the Divestiture Products within the one (1) year 

period prior to the Divestiture Date and each employee that has responsibilities related to 

the Development, marketing, or sales of those Retained Products that perform the same 

or similar functions as the Divestiture Products, in each case who have or may have had 

access to Confidential Business Information (including the specific formulations of the 

Divestiture Products), and the direct supervisor(s) of any such employee sign a 

confidentiality agreement pursuant to which that employee shall be required to maintain 

all Confidential Business Information related to the Divestiture Products as strictly 

confidential, including the nondisclosure of that information to all other employees, 

executives, or other personnel of the Respondents (other than as necessary to comply 

with the requirements of this Order).

C. Not later than thirty (30) days after the Divestiture Date, each Respondent shall provide 

written notification of the restrictions on the use and disclosure of the Confidential 

Business Information related to the Divestiture Products by that Respondent’s personnel 

to all of its employees who (i) may be in possession of such Confidential Business 

Information or (ii) may have access to such Confidential Business Information. Each 

Respondent shall give the above-described notification by e-mail with return receipt 

requested or similar transmission, and keep a file of those receipts for one (1) year after 

the Divestiture Date. Each Respondent shall provide a copy of the notification to the 

Acquirer. Each Respondent shall maintain complete records of all such notifications at 

that Respondent’s registered office within the United States of America and shall provide 
33

an officer’s certification to the Commission affirming the implementation of, and 

compliance with, the acknowledgement program. Each Respondent shall provide the 

Acquirer with copies of all certifications, notifications, and reminders sent to that 

Respondent’s personnel.

D. Each Respondent shall assure that its own counsel (including its own in-house counsel 

under appropriate confidentiality arrangements) shall not retain unredacted copies of 

documents or other materials provided to an Acquirer (other than electronic copies 

created as a result of automatic back-up procedures) or access original documents 

provided to an Acquirer, except under circumstances where copies of documents are 

insufficient or otherwise unavailable, and for the following purposes: 

1. to assure such Respondent’s compliance with any Divestiture Agreement, this 

Order, any Law (including any requirement to obtain regulatory licenses or 

approvals, and rules promulgated by the Commission), any data retention 

requirement of any applicable Government Entity, or any taxation requirements; or

2. to defend against, respond to, or otherwise participate in any litigation, 

investigation, audit, process, subpoena, or other proceeding relating to the 

divestiture or any other aspect of the Divestiture Products or the assets and 

Businesses associated with those Divestiture Products;

provided, however, that a Respondent may disclose such information as necessary 

for the purposes set forth in this Paragraph pursuant to an appropriate confidentiality 

order, agreement, or arrangement;

provided further, however, that pursuant to this Paragraph, a Respondent needing 

such access to original documents shall: (i) require those who view such unredacted 

documents or other materials to enter into confidentiality agreements with the Acquirer 

(but shall not be deemed to have violated this requirement if the Acquirer withholds such 

agreement unreasonably); and (ii) use best efforts to obtain a protective order to protect 

the confidentiality of such information during any adjudication.

IX. Monitor

IT IS FURTHER ORDERED that:

A. James B. Mynaugh shall serve as the Monitor to observe and report on Respondents’ 

compliance with all of Respondents’ obligations as required by the Orders and the 

Divestiture Agreements.

B. Not later than one (1) day after the Acquisition Date, Respondents shall confer on the 

Monitor all the rights, powers, and authorities necessary to monitor each Respondent’s 

compliance with the Orders.

C. Respondents shall consent to the following terms and conditions regarding the powers, 

duties, authorities, and responsibilities of the Monitor:
34

1. The Monitor shall have the power and authority to monitor each Respondent’s 

compliance with the divestiture and asset maintenance obligations and related 

requirements of the Orders, and shall exercise such power and authority and carry 

out the duties and responsibilities of the Monitor in a manner consistent with the 

purposes of the Orders and in consultation with the Commission or its staff.

2. The Monitor shall 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 

Respondents or of the Commission; and

3. The Monitor shall serve until Respondents complete the following in a manner as 

required by this Order:

a. the transfer and delivery of all of the Divestiture Product Assets to the 

Acquirer;

b. the transfer and delivery of all the Manufacturing Technology to the 

Acquirer;

c. the transfer and delivery of all Confidential Business Information to the 

Acquirer;

d. the provision of all Transition Services to the Acquirer; and

e. the Acquirer or its Manufacturing Designee is able to manufacture the 

Divestiture Products in the same quality as the Respondents and in 

commercial volumes, independently of the Respondents.

provided, however, that the Monitor’s service shall not extend more than 

four (4) years after the Order Date unless the Commission extends this period.

D. Subject to any demonstrated legally recognized privilege, the Monitor shall have full and 

complete access to each Respondent’s personnel, books, documents, records kept in the 

ordinary course of business, facilities, and technical information, and such other relevant 

information as the Monitor may reasonably request, related to that Respondent’s 

compliance with its obligations under the Orders, including its obligations related to the 

relevant assets. 

E. Each Respondent shall cooperate with any reasonable request of the Monitor and shall 

take no action to interfere with or impede the Monitor’s ability to monitor that 

Respondent’s compliance with the Orders.

F. The Monitor shall serve, without bond or other security, at the expense of Respondents, 

on such reasonable and customary terms and conditions as the Commission may set. 

The Monitor shall have authority to employ, at the expense of Respondents, such 

consultants, accountants, attorneys, and other representatives and assistants as are 

reasonably necessary to carry out the Monitor’s duties and responsibilities.

G. Respondents shall indemnify the Monitor and hold the Monitor harmless against any 

losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the 
35

performance of the Monitor’s duties, including all reasonable fees of counsel and other 

reasonable expenses incurred in connection with the preparations 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, willful or wanton 

acts, or bad faith by the Monitor.

H. Respondents shall report to the Monitor in accordance with the requirements of the

Orders and as otherwise provided in any agreement approved by the Commission. The 

Monitor shall evaluate the reports submitted to the Monitor by a Respondent, and any 

reports or communications submitted by the Acquirer with respect to the performance of 

a Respondent’s obligations under the Orders. The Monitor shall evaluate the reports 

submitted to the Monitor by a Respondent, and any reports submitted by the Acquirer

with respect to the performance of a Respondent’s obligations under the Orders. Within 

thirty (30) days after Order Date and every ninety (90) days thereafter, and at such other 

times as may be requested by staff of the Commission, the Monitor shall report in writing 

to the Commission concerning performance by the Respondents of the Respondents’ 

obligations under the Orders.

I. Respondents 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.

J. The Commission, among other things, may require the Monitor and each of the Monitor’s 

consultants, accountants, attorneys, and other representatives and assistants to sign an 

appropriate confidentiality agreement related to Commission materials and information 

received in connection with the performance of the Monitor’s duties.

K. If the Commission determines that the Monitor has ceased to act or failed to act 

diligently, the Commission may appoint a substitute Monitor in the following manner:

1. the Commission shall select the substitute Monitor, subject to the consent of 

Respondent Quaker, which consent shall not be unreasonably withheld. If 

Respondent Quaker has not opposed, in writing, including the reasons for 

opposing, the selection of a proposed Monitor within ten (10) day after notice by 

the staff of the Commission to Respondent Quaker of the identity of any proposed 

Monitor, Respondents shall be deemed to have consented to the selection of the 

proposed Monitor;

2. not later than ten (10) days after the appointment of the Monitor, Respondent 

Quaker shall execute an agreement that, subject to the prior approval of the 

Commission, confers on the Monitor all the rights, powers, and authorities 

necessary to permit the Monitor to monitor Respondents’ compliance with the 

Orders in a manner consistent with the purposes of the Orders.
36

L. 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 the Orders.

M. The Monitor may be the same Person appointed as a Divestiture Trustee pursuant to the 

relevant provisions of this Order.

X. Divestiture Trustee

IT IS FURTHER ORDERED that:

A. If the Respondents have not fully complied with the obligations to assign, grant, license, 

divest, transfer, deliver, or otherwise convey the Divestiture Product Assets as required 

by this Order, the Commission may appoint a trustee (“Divestiture Trustee”) to assign, 

grant, license, divest, transfer, deliver, or otherwise convey these assets in a manner that 

satisfies the requirements of this Order. 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, Respondents

shall consent to the appointment of a Divestiture Trustee in such action to assign, grant, 

license, divest, transfer, deliver, or otherwise convey these assets. 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 a Respondent to comply with this 

Order.

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

Respondents, which consent shall not be unreasonably withheld. The Divestiture 

Trustee shall be a Person with experience and expertise in acquisitions and divestitures. 

If Respondents have not opposed, in writing, including the reasons for opposing, the 

selection of any proposed Divestiture Trustee within ten (10) days after notice by the staff 

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

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

Divestiture Trustee.

C. Not later than ten (10) days after the appointment of a Divestiture Trustee, Respondents

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 divestiture required by this Order.

D. If a Divestiture Trustee is appointed by the Commission or a court pursuant to this 

Paragraph, Respondents shall consent to the following terms and conditions regarding the 

Divestiture Trustee’s powers, duties, authority, and responsibilities:
37

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 assets that are required by this Order to be assigned, 

granted, licensed, divested, transferred, delivered, or otherwise conveyed.

2. The Divestiture Trustee shall have one (1) year after 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 one (1) year period, the Divestiture Trustee has submitted a plan of divestiture 

or the Commission believes that the divestiture(s) can be achieved within a 

reasonable time, the divestiture period may be extended by the Commission;

provided, however, the Commission may extend the divestiture period only 

two (2) times.

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. Respondents shall develop 

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

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

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

divestiture(s). Any delays in divestiture caused by a Respondent shall extend the 

time for divestiture under this Paragraph 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 efforts to negotiate the 

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

Commission, subject to Respondents’ absolute and unconditional obligation to 

divest expeditiously and at no minimum price. The divestiture(s) 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 Person, and if the Commission determines to approve 

more than one such acquiring Person, the Divestiture Trustee shall divest to the 

acquiring Person selected by Respondents from among those approved by the 

Commission; 

provided further, however, that Respondents shall select such Person within 

five (5) days after receiving notification of the Commission’s approval.

5. The Divestiture Trustee shall serve, without bond or other security, at the cost and 

expense of Respondents, 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 Respondents, such consultants, 

accountants, attorneys, investment bankers, business brokers, appraisers, and other 
38

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 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 

Respondents, 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. Respondents 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, willful or wanton acts, or bad 

faith by the Divestiture Trustee.

7. The Divestiture Trustee shall have no obligation or authority to operate or maintain 

the relevant assets required to be divested by this Order; provided, however, that 

the Divestiture Trustee appointed pursuant to this Paragraph may be the same 

Person appointed as Monitor pursuant to the relevant provisions of this Order or the 

Order to Maintain Assets in this matter.

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

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

accomplish the divestiture.

9. Respondents 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, that 

such agreement shall not restrict the Divestiture Trustee from providing any 

information to the Commission. 

E. The Commission may, among other things, require the Divestiture Trustee and each of 

the Divestiture Trustee’s consultants, accountants, attorneys, and other representatives 

and assistants to sign an appropriate confidentiality agreement related to Commission 

materials and information received in connection with the performance of the Divestiture 

Trustee’s duties.

F. 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.

G. 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 
39

orders or directions as may be necessary or appropriate to accomplish the divestiture(s)

required by this Order.

XI. Compliance Reports

IT IS FURTHER ORDERED that:

A. Within five (5) days of the Acquisition Date, Respondents shall submit to the 

Commission a letter certifying the date on which the Acquisition Date occurred,

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.

B. Within five (5) days of the Divestiture Date, Respondents shall submit to the Commission 

a letter certifying the date on which the divestiture occurred, 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.

C. Within thirty (30) days after the Order Date, and every ninety (90) days thereafter until 

Respondents have completed all of the following: 

1. the transfer and delivery of all Divestiture Product Assets to the Acquirer;

2. transfer and delivery of all of the Manufacturing Technology to an Acquirer;

3. the provision of Transition Services; and 

4. the provision of Contract Manufacture of the Divestiture Products, all in a manner 

that fully satisfies the requirements of this Order;

Respondents shall submit to the Commission and, at the same time, to the Monitor, a 

verified written report setting forth in detail the manner and form in which they intend to 

comply, are complying, and have complied with the requirements of the Orders 

(“Compliance Reports”).

D. Each Compliance Report shall contain sufficient information and documentation to 

enable the Commission independently to determine whether the Respondents are in 

compliance with the Orders. Conclusory statements that Respondents have complied 

with their obligations under the Orders are insufficient. Respondents shall include in 

their Compliance Reports, among other things that are required from time to time, a full 

description of their efforts being made to comply with the Orders, including:

1. a detailed description of all substantive contacts, negotiations, actions, or 

recommendations related to:

a. the transfer and delivery of all Divestiture Product Assets to the Acquirer;

b. transfer and delivery of all of the Manufacturing Technology to the

Acquirer;
40 

c. the provision of Transition Services to the Acquirer; and

d. the provision of Contract Manufacture of the Divestiture Products to the 

Acquirer; and

2. a detailed description of the timing for the completion of such obligations. 

E. One (1) year after the Order Date, annually for the nine (9) years on the anniversary of 

the Order Date, and at other times as the Commission may require, Respondents shall file 

a verified written report with the Commission setting forth in detail the manner and form 

in which they have complied and are complying with the Order. 

F. Respondents shall verify each Compliance Report 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. Respondents shall submit an original and 2 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, Respondents shall provide a copy of each 

Compliance Report to the Monitor. 

XII. Change in Respondents

IT IS FURTHER ORDERED Respondents shall notify the Commission at least thirty 

(30) days prior to: 

A. any proposed dissolution of: Quaker Chemical Corporation; Global Houghton Ltd.; 

Gulf Houghton Lubricants Ltd.; or AMAS Holding Spf; 

B. any proposed acquisition, merger, or consolidation of: Quaker Chemical Corporation, 

Global Houghton Ltd.; Gulf Houghton Lubricants Ltd.; or AMAS Holding Spf; or 

C. any other change in a Respondent including assignment and the creation, sale, or 

dissolution of subsidiaries, if such change might affect compliance obligations arising out 

of the Orders.

XIII. Access

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

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

upon five (5) days’ notice to a Respondent made to its principal place of business as identified in 

the Orders, registered office of its United States subsidiary, or its headquarters address, 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 
41 

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 that Respondent; and

B. to interview officers, directors, or employees of that Respondent, who may have counsel 

present, regarding such matters. 

XIV. Purpose

IT IS FURTHER ORDERED that the purpose of the divestiture of the Divestiture 

Product Assets and the related obligations imposed on the Respondents by this Order is: 

A. to ensure the continued use of such assets for the purposes of the Business of Divestiture 

Products within the Geographic Territory; 

B. to create a viable and effective competitor that is independent of Respondents in the 

Business of the Divestiture Products within the Geographic Territory; and

C. to remedy the lessening of competition resulting from the Acquisition as alleged in the 

Commission’s Complaint in a timely and sufficient manner.

XV. Term

 IT IS FURTHER ORDERED that this Order shall terminate on September 9, 2029. 

 By the Commission. 

April J. Tabor 

Acting Secretary

SEAL

ISSUED: September 9, 2019 
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NON-PUBLIC APPENDIX I

ACQUISITION AGREEMENT

[Cover Page]
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NON-PUBLIC APPENDIX II

AGREEMENTS RELATED TO THE DIVESTITURE

[Cover Page]
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NON-PUBLIC APPENDIX III

ESSENTIAL EMPLOYEES

[Cover Page]