UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

 )

 )

In the Matter of )

 )

One Rock Capital Partners II, LP, )

a limited partnership, )

 )

FXI Holdings, Inc. ) File No. 191-0087

a corporation, )

 )

and )

 )

Bain Capital Fund XI, LP )

a limited partnership, )

 )

and )

 )

Innocor, Inc. )

a corporation. )

 )

 )

AGREEMENT CONTAINING CONSENT ORDERS

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

the proposed acquisition by FXI Holdings, Inc., an indirect subsidiary of One Rock 

Capital Partners II, LP, of Innocor, Inc., an indirect subsidiary of Bain Capital Fund XI, 

LP, collectively “Proposed Respondents.” The Commission’s Bureau of Competition has 

prepared a draft administrative complaint (“Draft Complaint”). The Bureau of 

Competition and Proposed Respondents enter into this Agreement Containing Consent 

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

resolve the allegations in the Draft Complaint through a proposed Decision and Order 

and Order to Maintain Assets, all of which are attached, to present to the Commission.

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

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

1. Proposed Respondent One Rock Capital Partners II, LP is a limited partnership 

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

Delaware, with its executive offices and principal place of business located at 30 

Rockefeller Plaza, 54th Floor, New York, NY 10112.

2. Proposed Respondent FXI Holdings, Inc. is a corporation organized, existing, and 

doing business under and by virtue of the laws of Delaware, with its executive 
- 2 -

offices and principal place of business located at 100 Matsonford Road, 5 Radnor 

Corporate Center, Suite 300, Radnor, PA 19087-4560.

3. Proposed Respondent Bain Capital Fund XI, LP is a limited partnership

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 200 Clarendon Street, Boston, MA 02116.

4. Proposed Respondent Innocor, Inc. is a corporation, existing, organized, and 

doing business under and by virtue of the laws of New Jersey, with its executive 

offices and principal place of business located at 200 Schulz Drive, Red Bank, NJ 

07701.

5. Proposed Respondents admit all the jurisdictional facts set forth in the Draft

Complaint.

6. Proposed Respondents waive:

a. any further procedural steps;

b. the requirement that the Decision and Order and the Order to Maintain Assets

contain a statement of findings of fact and conclusions of law;

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

validity of the Decision and Order or the Order to Maintain Assets entered 

pursuant to this Consent Agreement; and

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

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

an admission by Proposed Respondents that the law has been violated as alleged 

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

than jurisdictional facts, are true.

8. Proposed Respondents shall submit an initial compliance report, pursuant to 

Commission Rule 2.33, 16 C.F.R. § 2.33, no later than 30 days after the date on 

which Proposed Respondents execute this Consent Agreement and subsequent 

compliance reports every 30 days thereafter until the Order to Maintain Assets

becomes final. After the Order to Maintain Assets becomes final, the reporting 

obligations contained in the Order to Maintain Assets shall control and the 

reporting obligations under this Consent Agreement shall cease. Each compliance 

report shall set forth in detail the manner in which Proposed Respondents have 

complied, have prepared to comply, are complying, and will comply with the 

Consent Agreement, Decision and Order, and the Order to Maintain Assets. 

Proposed Respondents shall provide sufficient information and documentation to 

enable the Commission to determine independently whether Proposed 

Respondents are in compliance with the Consent Agreement, the Decision and 

Order, and the Order to Maintain Assets. 
- 3 -

9. Each compliance report submitted pursuant to Paragraph 8 above shall be verified 

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

another officer or employee specifically authorized to perform this function. 

Commission Rule 2.41(a), 16 C.F.R. § 2.41(a), requires that the Commission 

receive an original and 2 copies of each compliance report. Proposed 

Respondents shall file a paper original of each compliance report with the 

Secretary of the Commission and electronic copies of each compliance report 

with the Secretary at ElectronicFilings@ftc.gov, and with the Compliance 

Division at bccompliance@ftc.gov. In addition, Proposed Respondents shall 

provide a copy of each compliance report to the Monitor, if one has been

appointed pursuant to the Decision and Order and Order to Maintain Assets. 

10. This Consent Agreement, and any compliance reports filed pursuant to this 

Consent Agreement, shall not become part of the public record of the proceeding 

unless and until the Commission accepts the Consent Agreement. If the 

Commission accepts this Consent Agreement, the Commission will place it, 

together with the Complaint, the proposed Decision and Order, the Order to 

Maintain Assets, an explanation of the provisions of the proposed Decision and 

Order and the Order to Maintain Assets, and any other information that may help 

interested persons understand the order on the public record for the receipt of 

comments for 30 days.

11. Because there may be interim competitive harm, the Commission may issue and 

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

Order to Maintain Assets in this matter at any time after it accepts the Consent 

Agreement for public comment.

12. This Consent Agreement contemplates that, if the Commission accepts the 

Consent Agreement, the Commission thereafter may withdraw its acceptance of 

this Consent Agreement and notify Proposed Respondents, in which event the 

Commission will take such action as it may consider appropriate. If the 

Commission does not subsequently withdraw such acceptance pursuant to the 

provisions of Commission Rule 2.34, 16 C.F.R. § 2.34, and it has already issued 

the Complaint and Order to Maintain Assets, the Commission may, without 

further notice to Proposed Respondents, issue the attached Decision and Order

containing an order to divest and providing for other relief in disposition of the 

proceeding. 

13. The Decision and Order and the Order to Maintain Assets shall become final upon 

service. Delivery of the Complaint, the Decision and Order, and Order to 

Maintain Assets to Proposed Respondents by any means provided in Commission 

Rule 4.4(a), 16 C.F.R. § 4.4(a), or by delivery to United States counsel for 

Proposed Respondents identified in this Consent Agreement, shall constitute 

service to Proposed Respondents. Proposed Respondents waive any rights they 

may have to any other manner of service. Proposed Respondents also waive any 

rights they may otherwise have to service of any appendices attached to or 

incorporated by reference into the Decision and Order or the Order to Maintain 

Assets, if Proposed Respondents are already in possession of such Appendices, 
- 4 -

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

and Order and the Order to Maintain Assets to the same extent as if they had been 

served with copies of the Appendices.

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

and the Order to Maintain Assets, and no agreement, understanding, 

representation, or interpretation not contained in the Decision and Order, the

Order to Maintain Assets, or the Consent Agreement may be used to vary or 

contradict the terms of the Decision and Order or the Order to Maintain Assets.

15. By signing this Consent Agreement, Proposed Respondents represent and warrant 

that:

a. they can fulfill all the terms of and accomplish the full relief contemplated by 

the Decision and Order and the Order to Maintain Assets including, among 

other things, effectuating all required divestitures, assignments and transfers, 

and obtaining any necessary approvals from governmental authorities, 

leaseholders, and other third parties to effectuate the divestitures, assignments, 

and transfers; and 

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

full relief contemplated by this Consent Agreement and the Decision and 

Order and the Order to Maintain Assets are parties to this Consent Agreement 

and are bound as if they had signed this Consent Agreement and were made 

parties to this proceeding, or are within the control of parties to this Consent 

Agreement, the Decision and Order and the Order to Maintain Assets, or will 

be after the acquisition.

16. Proposed Respondents have read the Draft Complaint, the proposed Decision and 

Order, and the Order to Maintain Assets. Proposed Respondents agree to comply 

with the terms of the proposed Decision and Order and the Order to Maintain 

Assets from the date they sign this Consent Agreement. Proposed Respondents 

understand that once the Commission has issued the Decision and Order and the 

Order to Maintain Assets, they will be required to file one or more compliance 

reports setting forth in detail the manner in which they have complied, have 

prepared to comply, are complying, and will comply with the Decision and Order 

and the Order to Maintain Assets. When final, the Decision and Order and the 

Order to Maintain Assets shall have the same force and effect and may be altered, 

modified, or set aside in the same manner and within the same time as provided 

by statute for other orders. Proposed Respondents further understand that they

may be liable for civil penalties in the amount provided by law for each violation 

of the Decision and Order and of the Order to Maintain Assets.
- 5 -

ONE ROCK CAPITAL PARTNERS II, LP

___________________________

By: R. Scott Spielvogel

Managing Partner of One Rock Capital 

Partners, GP, LLC, which is the General 

Partner of One Rock Capital Partners II, LP

Dated: _____________________

FXI HOLDINGS, INC.

___________________________

By: Harold J. Earley

President and Chief Executive Officer

FXI Holdings, Inc.

Dated: _____________________

___________________________

Amanda P. Reeves

Farrell J. Malone 

Latham & Watkins LLP

Counsel for One Rock Capital Partners II, LP 

and FXI Holdings, Inc.

Dated: _____________________

FEDERAL TRADE COMMISSION

________________________

By: Llewellyn Davis

Cem Akleman

Josh Goodman

Joonsuk Lee

Blake Risenmay

Attorney

Mergers II 

Bureau of Competition

_________________________

Dominic Vote

Assistant Director

Mergers II 

Bureau of Competition

__________________________

Gail Levine

Deputy Director

Bureau of Competition

__________________________

Ian R. Conner

Director

Bureau of Competition

Dated: __________________
- 6 -

BAIN CAPITAL FUND XI, LP

____________________________

By: Stephen Thomas

Managing Director of Bain Capital Investors, 

LLC, which is the General Partner of Bain 

Capital Partners XI, LP, which is the General 

Partner of Bain Capital Fund XI, LP

Dated: ______________________

INNOCOR, INC. 

____________________________

By: Bill Redmond, Jr.

President and Chief Executive Officer

Innocor, Inc.

Dated: ______________________

____________________________

Jonathan S. Klarfeld

Ropes & Gray LLP

Counsel for Bain Capital Fund XI, LP and 

Innocor, Inc.

Dated: ______________________