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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Edith Ramirez, Chairwoman

Julie Brill

Maureen K. Ohlhausen

Joshua D. Wright

Terrell McSweeny

)

In the Matter of )

)

GRACO INC., )

a corporation, ) Docket No. 9350

)

ILLINOIS TOOL WORKS INC., ) PUBLIC

a corporation, and )

)

ITW FINISHING LLC, )

a limited liability company. )

)

DECISION AND ORDER

[Redacted Public Version]

The Federal Trade Commission (“Commission”), having heretofore issued its 

administrative Complaint charging Respondents Graco Inc. (“Graco”), Illinois Tool Works Inc., 

and ITW Finishing LLC (“ITW”), hereinafter referred to as the Respondents, with violations of 

Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade 

Commission Act, as amended, 15 U.S.C. § 45, and the Respondents having been served with a 

copy of the Complaint, together with a notice of contemplated relief, and the Respondents having 

answered the Complaint denying said charges; and

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

executed an Agreement Containing Consent Orders (“Consent Agreement”), containing an 

admission by the Respondents of all the jurisdictional facts set forth in the aforesaid Complaint, a 

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

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

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

and waivers and other provisions as required by the Commission’s Rules; and

The Secretary of the Commission having thereafter withdrawn the matter from 

adjudication in accordance with § 3.25(c) of its Rules; and
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The Commission having thereafter considered the matter and the executed Consent 

Agreement, and thereupon issued its Order to Hold Separate and Maintain Assets, and having 

accepted the executed Consent Agreement and placed such agreement on the public record for a 

period of thirty (30) days, and having duly considered the comments filed by interested persons 

pursuant to Commission Rule 2.34, 16 C.F.R. § 2.34, and having modified the Decision and 

Order in certain respects, now in further conformity with the procedure prescribed in § 3.25(f) of 

its Rules, the Commission hereby makes the following jurisdictional findings and issues the 

following Decision and Order (“Order”):

1. Respondent Graco Inc. is a corporation organized, existing, and doing business under, 

and by virtue of, the laws of the State of Minnesota, with its office and principal place of 

business located at 88-11th Avenue Northeast, Minneapolis, Minnesota 55413.

2. Respondent Illinois Tool Works Inc. is a corporation organized, existing, and doing 

business under, and by virtue of, the laws of the State of Delaware, with its office and 

principal place of business located at 3600 West Lake Avenue, Glenview, Illinois 60026.

3. Respondent ITW Finishing LLC is a limited liability company organized, existing, and 

doing business under and by virtue of the laws of the State of Delaware, with its office 

and principal place of business located at 3600 West Lake Avenue, Glenview, Illinois 

60026. ITW Finishing LLC is indirectly wholly owned by Illinois Tool Works Inc.

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

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

ORDER

I.

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

apply:

A. “Graco” means Graco Inc., its directors, officers, employees, agents, representatives, 

successors, and assigns; and its subsidiaries, divisions, groups and affiliates in each case 

controlled by Graco, and the respective directors, officers, employees, agents, 

representatives, successors, and assigns of each. After the Acquisition Date, Graco 

includes the Liquid Finishing Business Assets. After the Divestiture Date, Graco 

excludes the Liquid Finishing Business Assets and any subsidiaries that are divested in 

connection with the divestiture of the Liquid Finishing Business Assets.

B. “ITW” means Illinois Tool Works Inc., its directors, officers, employees, agents, 

representatives, successors, and assigns; and its subsidiaries, divisions, groups and 

affiliates in each case controlled by ITW (including, but not limited to, Respondent ITW 

Finishing LLC), and the respective directors, officers, employees, agents, representatives, 

successors, and assigns of each.
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C. “Commission” means the Federal Trade Commission.

D. “3M” means 3M Company, a corporation organized, existing and doing business under 

and by virtue of the laws of the State of Delaware, with its headquarters address located 

at 3M Center, St. Paul, Minnesota 55144-1000. The term “3M” includes 3M Innovative 

Properties Company.

E. “3M Agreements” means the 3M Settlement Agreement and the 3M Supply and License 

Agreement. The 3M Agreements are attached as Appendix 1, Confidential Exhibit 1, to 

this Order.

F. “3M Settlement Agreement” means the Settlement Agreement, dated October 23, 2008, 

by and among 3M Company, 3M Innovative Properties Company, Illinois Tool Works 

Inc. and ITW Finishing LLC.

G. “3M Supply and License Agreement” means the Supply and License Agreement, dated 

October 23, 2008, by and among 3M Company, 3M Innovative Properties Company, 

Illinois Tool Works Inc. and ITW Finishing LLC.

H. “3M-ITW Settlement-Related Agreements” means all agreements and releases by and 

between Graco and ITW related to the settlement between 3M and ITW of the lawsuit 

filed by 3M against ITW on March 8, 2013, in the United States District Court for the 

District of Minnesota, 3M Company and 3M Innovative Properties Company v. Illinois 

Tool Works, Inc. and ITW Finishing L.L.C., Case No. 0:13-CV-00553 (“3M-ITW 

Settlement”), pursuant to which Respondents have agreed, among other things, to transfer 

and convey the 3M Agreements and the DeKups IP and Tooling to, and for use in

connection with, the Liquid Finishing Business. The 3M-ITW Settlement-Related

Agreements are attached as Appendix 1, Confidential Exhibit 2, to this Order.

I. “Acquisition” means the acquisition described in the Asset Purchase Agreement, by and 

among Graco Inc., Graco Holdings Inc., Graco Minnesota Inc., Illinois Tool Works Inc., 

and ITW Finishing LLC, dated April 14, 2011 (the “Asset Purchase Agreement”), 

including the First Amendment to the agreement, dated April 2, 2012.

J. “Acquisition Date” means April 2, 2012, the date the Acquisition was consummated.

K. “Business Records” means all originals and all copies of any operating, financial or other 

information, documents, data, computer files (including files stored on a computer’s hard 

drive or other storage media), electronic files, books, records, ledgers, papers, 

instruments, and other materials, whether located, 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, including, without 

limitation: distributor files and records; customer files and records, customer lists, 

customer product specifications, customer purchasing histories, customer service and 

support materials, customer approvals and other information; credit records and 

information; correspondence; referral sources; supplier and vendor files and lists; 
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advertising, promotional and marketing materials, including website content; sales 

materials; research and development data, files, and reports; technical information; data 

bases; studies; drawings, specifications and creative materials; production records and 

reports; service and warranty records; equipment logs; operating guides and manuals; 

employee and personnel records; educational materials; tax returns; financial and 

accounting records; and other documents, information, and files of any kind.

L. “Commission-approved Acquirer” means any Person that receives the prior approval of 

the Commission to acquire the Liquid Finishing Business Assets pursuant to Paragraph 

II. (or Paragraph V.) of this Order.

M. “Confidential Business Information” means competitively sensitive, proprietary and all 

other business information of any kind, except for any information that Respondents 

demonstrate (i) was or becomes generally available to the public other than as a result of 

a disclosure by Respondents, or (ii) was available, or becomes available, to Respondents 

on a non-confidential basis, but only if, to the knowledge of Respondents, the source of 

such information is not in breach of a contractual, legal, fiduciary, or other obligation to 

maintain the confidentiality of the information.

N. “DeKups Products” means all “Supplied Products” within the meaning of the 3M Supply 

and License Agreement as identified and described on Exhibit A to the 3M Supply and 

License Agreement, which is attached as part of Appendix 1, Confidential Exhibit 1, to 

this Order.

O. “DeKups IP and Tooling” means the DeKups Intellectual Property identified and 

described on Appendix 1, Exhibit 3, to this Order, and all tooling, molds, dies, and other 

equipment relating to the DeKups Products to which ITW has or had any rights or 

interests (including reversionary) pursuant to the 3M Agreements or otherwise. The 

DeKups IP and Tooling are included in the Liquid Finishing Business Intellectual 

Property and are required to be divested to the Commission-approved Acquirer pursuant 

to this Order.

P. “DeVilbiss Powder Finishing Intellectual Property” means all Intellectual Property that is 

necessary for making, having made, using, offering for sale, selling, importing or 

exporting DeVilbiss Powder Finishing Products, which are specifically identified and 

described on Appendix 2, Exhibit 1, to this Order. The DeVilbiss Powder Finishing 

Intellectual Property is included in the LFB Powder Finishing Intellectual Property and is 

required to be divested to the Commission-approved Acquirer pursuant to this Order.

Q. “DeVilbiss Powder Finishing Products” means the powder finishing products and 

systems manufactured, sold or serviced under the DeVilbiss® trademarks or brand names 

prior to the Acquisition by Respondent ITW, and are specifically identified and described 

on Appendix 2, Exhibit 1, to this Order.
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R. “Direct Cost” means an amount not to exceed the cost of labor (inclusive of benefits), 

material, travel, and other expenditures to the extent such costs are directly incurred to 

provide the relevant assistance, support, or service. In the case of Respondent’s hourly 

employees who provide labor, the cost of labor shall not exceed the hourly wage rate, 

together with the prorated cost of benefits, for any such employees. In the case of 

Respondent’s salaried employees who provide labor, the cost of labor shall not exceed 

the prorated base salary, together with the prorated cost of benefits, for any such 

employees.

S. “Divested Ransburg Powder Finishing Intellectual Property” means the Ransburg Powder 

Finishing Intellectual Property including, but not limited to (but specifically excluding 

the Retained Ransburg Powder Finishing Intellectual Property), the Intellectual Property

identified and described on Appendix 3, Exhibit 2, to this Order. The Divested Ransburg 

Powder Finishing Intellectual Property is included in the LFB Powder Finishing 

Intellectual Property and is required to be divested by Graco to the Commission-approved 

Acquirer pursuant to this Order.

T. “Divestiture Agreement(s)” means any agreement(s) that receive the prior approval of the 

Commission between Respondent Graco (or between a Divestiture Trustee appointed 

pursuant to Paragraph V. of this Order) and a Commission-approved Acquirer to 

purchase the Liquid Finishing Business Assets (including any related agreements, 

including but not limited to, a Graco License, an LFB License-Back, and any Transitional 

Services agreement), and all amendments, exhibits, attachments, agreements, and 

schedules thereto that have been approved by the Commission.

U. “Divestiture Date” means the date on which Respondent Graco (or the Divestiture 

Trustee) and a Commission-approved Acquirer consummate a transaction to divest, 

license, assign, grant, transfer, deliver, and otherwise convey the Liquid Finishing 

Business Assets completely and as required by Paragraph II. (or Paragraph V.) of this 

Order.

V. “Gema Powder Finishing Business” means the worldwide business of developing, 

assembling, manufacturing, distributing, selling, or servicing Gema Powder Finishing 

Products conducted prior to the Acquisition by Respondent ITW, and as it has been 

operated by Respondent Graco since the Acquisition, including all business activities 

relating thereto, but only if and to the extent that such operations and activities are 

consistent with Graco’s obligations pursuant to this Order and the Hold Separate. For the 

avoidance of doubt, the Gema Powder Finishing Business does not include the Liquid 

Finishing Business or the LFB Powder Finishing Business. For the further avoidance of 

doubt, the Gema Powder Finishing Business was acquired by Respondent Graco in the 

Acquisition and is not required to be divested pursuant to this Order.

W. “Gema Powder Finishing Products” means the powder finishing products and systems 

manufactured, sold, or serviced prior to the Acquisition by Respondent ITW, including, 

but not limited to, powder finishing products and systems manufactured, sold, or serviced 
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under the Gema® trademark or brand name and any improvements or additions thereto 

specifically directed to developing, assembling, manufacturing, distributing, selling, or 

servicing powder finishing systems and products; provided, however, that the Gema 

Powder Finishing Products do not include the Liquid Finishing Products or the LFB 

Powder Finishing Products.

X. “Graco License” means: (i) a worldwide, fully paid-up, royalty-free, perpetual, 

irrevocable, transferrable license by Respondent Graco to the Commission-approved 

Acquirer under the Graco Retained Intellectual Property, and (ii) such tangible 

embodiments of the licensed rights (including but not limited to physical and electronic 

copies) as may be necessary to enable the Commission-approved Acquirer to utilize the 

licensed rights. The purpose of the Graco License is to assure the continued and 

unimpeded research, development, manufacture, use, import, export, distribution, offer to 

sell, and sale of the Liquid Finishing Products and the LFB Powder Finishing Products. 

The Graco License for the Category 1 - Graco Retained Intellectual Property shall be sublicensable, and on an exclusive basis (except as to Respondent Graco and except as to 

Graco’s right to have products made on its behalf by another under the Graco Retained 

Intellectual Property), and shall convey the right to the Commission-approved Acquirer 

to enforce all rights in the Category 1 - Graco Retained Intellectual Property. The Graco 

License for the Category 2- Graco Retained Intellectual Property shall include the 

Commission-approved Acquirer’s right to have products made on its behalf by another, 

and shall be on such further terms and conditions as receive the prior approval of the 

Commission. The Commission-approved Acquirer shall not have the right to assign or 

transfer the Graco License without Graco’s prior written consent, which consent shall not 

be unreasonably withheld, except (i) if such assignment or transfer occurs in connection 

with a merger or the sale or other disposition of all or substantially all of the assets or 

stock of the Liquid Finishing Business and/or the LFB Powder Finishing Business, and 

(ii) the assignee agrees in writing to be bound by all of the Commission-approved 

Acquirer’s obligations under the Graco License.

Y. “Graco Retained Intellectual Property” means (i) Category 1: the Retained Ransburg 

Powder Finishing Intellectual Property, which is specifically identified and described on 

Appendix 3, Exhibit 3 to this Order, and (ii) Category 2: Intellectual Property included as 

an asset of the Gema Powder Finishing Business for which a license to the Commissionapproved Acquirer is necessary to assure the continued and unimpeded operations of the 

Liquid Finishing Business and the LFB Powder Finishing Business after the Divestiture 

Date. The Graco Retained Intellectual Property that must be licensed to the Commissionapproved Acquirer pursuant to a Graco License is specifically identified and described on 

Appendix 4 to this Order. Respondent Graco shall maintain the Category 1 - Graco 

Retained Intellectual Property in force, which includes paying maintenance fees for 

issued patents, diligently prosecuting any pending patent applications, and maintaining 

the confidentiality of trade secrets; provided, however, that Respondent Graco may be 

relieved of the duty to maintain any portion of the Category 1 - Graco Retained 

Intellectual Property in force by transferring the ownership of such portion of the Graco 

Retained Intellectual Property to the Commission-approved Acquirer.
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Z. “Hold Separate” means the Order to Hold Separate and Maintain Assets issued by the 

Commission in this matter.

AA. “Hold Separate Business” means the (i) Liquid Finishing Business Assets, (ii) Liquid 

Finishing Business, and (iii) LFB Powder Finishing Business.

BB. “Intellectual Property” means all intellectual property and all associated rights thereto, 

including all of the following in any jurisdiction throughout the world: (i) all brand 

names, commercial names, trade names, “doing business as” (d/b/a) names, registered 

and unregistered trademarks, trade dress, logos, slogans, service marks, internet domain 

names, internet website content (together with all translations, adaptions, derivations, and 

combinations thereof), including all goodwill associated therewith, and all applications, 

registrations, and renewals in connection therewith; (ii) all patents, patent applications, 

and patent disclosures, together with all reissuances, continuations, continuations-in-part, 

divisionals, revisions, extensions, and reexaminations thereof, and all inventions and 

discoveries (whether patentable or unpatentable and whether or not reduced to practice), 

and all improvements thereto, and all rights to obtain and file for patents and registrations 

thereof; (iii) all copyrightable works, all registered and unregistered copyrights in both 

published works and unpublished works, and all applications, registrations, and renewals 

in connection therewith; (iv) all mask works and all applications, registrations, and 

renewals in connection therewith; (v) all know-how, trade secrets, and confidential or 

proprietary information (including ideas, research and development, formulas, 

compositions, manufacturing and production processes and techniques, tooling, molds, 

dies, equipment, engineering, technical data and information, blue prints, designs, 

drawings, specifications, protocols, quality control information, customer and supplier 

lists, pricing and cost information, business and marketing plans and proposals, and all 

other data, technology, and plans); (vi) all computer software (including source code, 

executable code, data, databases, and related documentation); (vii) all advertising and 

promotional materials; (viii) all other proprietary rights; (ix) all copies and tangible 

embodiments thereof (in whatever form or medium); and (x) all rights to sue and recover 

damages or obtain injunctive relief for infringement, dilution, misappropriation, 

violation, or breach of any of the foregoing.

CC. “LFB License-Back” means: (i) a fully paid-up, royalty-free, perpetual, irrevocable,

transferable license by the Commission-approved Acquirer to Respondent Graco under 

the Licensed-Back Powder Finishing Intellectual Property, and (ii) such tangible 

embodiments of the licensed rights (including but not limited to physical and electronic 

copies) as may be necessary to enable Respondent Graco to utilize the licensed rights. 

The LFB License-Back shall be on such further terms and conditions as receive the prior 

approval of the Commission; provided, however, that the LFB License-Back shall be 

limited to the following field/application: powder finishing.
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DD. “LFB Powder Finishing Business” means the worldwide business of developing, 

assembling, manufacturing, distributing, selling, or servicing the LFB Powder Finishing 

Products conducted prior to the Acquisition by Respondent ITW, and as it has been and is 

required to be maintained since the Acquisition pursuant to the requirements of the Hold 

Separate, including all business activities relating thereto.

EE. “LFB Powder Finishing Intellectual Property” means all DeVilbiss Powder Finishing

Intellectual Property and all Divested Ransburg Powder Finishing Intellectual Property

owned or licensed (as licensor or licensee) by Respondent Graco (after the Acquisition) 

in which Graco has a proprietary interest, and all associated rights thereto, that were 

acquired by Graco in the Acquisition or that have been assigned, transferred, conveyed 

to, acquired, or owned by Graco after the Acquisition, and that are required to be divested 

by Graco to the Commission-approved Acquirer pursuant to this Order.

FF. “LFB Powder Finishing Products” means the DeVilbiss Powder Finishing Products and 

the Ransburg Powder Finishing Products, which are identified and described on 

Appendix 2, Exhibits 1 and 2, respectively, to this Order.

GG. “Licensed-Back Powder Finishing Intellectual Property” means the Divested Ransburg 

Powder Finishing Intellectual Property, which is specifically identified and described on 

Appendix 5 to this Order, and which Graco is permitted to license back from the 

Commission-approved Acquirer consistent with the divestiture requirements of Paragraph 

II.A of this Order pursuant to an LFB License-Back.

HH. “Liquid Finishing Business” means the worldwide business of developing, assembling, 

manufacturing, distributing, selling, or servicing Liquid Finishing Products conducted 

prior to the Acquisition by Respondent ITW, and as it has been and is required to be 

maintained since the Acquisition pursuant to the requirements of the Hold Separate, 

including all business activities relating thereto.

II. “Liquid Finishing Business Assets” means all of Graco’s rights, title, and interest in and 

to all property and assets, tangible and intangible, of every kind and description, 

wherever located, and any improvements or additions thereto, relating to the Liquid 

Finishing Business or to the LFB Powder Finishing Business that were acquired by Graco 

in the Acquisition (except as otherwise provided in this Order) or that have been 

assigned, transferred, conveyed to, or acquired or owned by Graco after the Acquisition 

pursuant to the 3M-ITW Settlement-Related Agreements or otherwise, and as they have 

been and are required to be maintained pursuant to the requirements of the Hold Separate, 

including but not limited to:

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

leasehold interests), including all easements, appurtenances, licenses, and permits, 

together with all buildings and other structures, facilities, and improvements 

located thereon, owned, leased, or otherwise held;
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2. All Tangible Personal Property, including any Tangible Personal Property 

removed from any location of the Liquid Finishing Business or of the LFB 

Powder Finishing Business since the date of the announcement of the Acquisition, 

and not replaced, if such property was used in connection with the operation of 

the Liquid Finishing Business or of the LFB Powder Finishing Business prior to 

the Acquisition;

3. All inventories, wherever located, including all finished product, work in process, 

raw materials, spare parts, and all other materials and supplies to be used or 

consumed in the production of finished products;

4. All (a) trade accounts receivable and other rights to payment from customers of 

Respondents and the full benefit of all security for such accounts or rights to 

payment, (b) all other accounts or notes receivable by Respondents and the full 

benefit of all security for such accounts or notes, and (c) any claim, remedy, or 

other right related to any of the foregoing;

5. All agreements and contracts (including, but not limited to, the 3M Agreements

and other agreements and contracts with customers, distributors, suppliers, 

vendors, sales representatives, agents, licensees, and licensors), purchase orders, 

sales orders, leases, mortgages, notes, bonds, and other binding commitments, 

whether written or oral, and all rights thereunder and related thereto;

6. All consents, licenses, certificates, registrations, or permits issued, granted, given,

or otherwise made available by or under the authority of any governmental body 

or pursuant to any legal requirement, and all pending applications therefor or 

renewals thereof;

7. All intangible rights and property, including all Liquid Finishing Business 

Intellectual Property and all LFB Powder Finishing Business Intellectual 

Property, and all going-concern value, goodwill, telephone, telecopy, and e-mail 

addresses and listings;

8. All Business Records; provided, however, that where documents or other 

materials included in the Business Records to be divested contain information: 

(a) that relates both to the Liquid Finishing Business Assets to be divested and to 

Respondent Graco’s retained assets or other products or businesses and cannot be 

segregated in a manner that preserves the usefulness of the information as it 

relates to the Liquid Finishing Business Assets to be divested; or (b) for which the 

relevant party has a legal obligation to retain the original copies, the relevant party 

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 Commission-approved Acquirer, the relevant party shall provide 

the Commission-approved Acquirer access to original documents under 

circumstances where copies of the documents are insufficient for evidentiary or 

regulatory purposes;
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9. All insurance benefits, including rights and proceeds;

10. All rights under warranties and guarantees, express or implied; and

11. All rights relating to deposits and prepaid expenses, claims for refunds and rights 

to offset in respect thereof.

Provided, however, that the Liquid Finishing Business Assets need not include any 

part of such assets that the Commission-approved Acquirer determines it does not need, 

or that the Commission otherwise determines need not be divested, if the Commission

approves the divestiture without such assets, and

Provided further that the Liquid Finishing Business Assets shall not include the following (and Respondent Graco is not required to divest any of the following to the 

Commission-approved Acquirer pursuant to this Order):

a. The Graco Retained Intellectual Property (except insofar as the Liquid Finishing 

Business Assets shall include a Graco License to the Graco Retained Intellectual 

Property as provided in Paragraph II.D. of this Order); 

b. Properties, tangible and intangible, used in or relating to the businesses engaged in by 

Respondent Graco (other than the Liquid Finishing Business and the LFB Powder 

Finishing Business), including but not limited to the worldwide business of developing, assembling, manufacturing, distributing, selling, or servicing liquid finishing systems and products in which Respondent Graco was engaged prior to the Acquisition 

and in which Respondent Graco has continued to be engaged since the Acquisition; 

and

c. Assets and properties, tangible and intangible, relating to the Gema Powder Finishing 

Products and/or the Gema Powder Finishing Business, except for any Intellectual 

Property specifically identified on Appendix 6 or Appendix 3, Exhibit 2, to this Order.

JJ. “Liquid Finishing Business Employees” means any full-time, part-time, or contract 

employees of the Liquid Finishing Business or the LFB Powder Finishing Business who 

were employed at any time immediately prior to the Acquisition through the Divestiture 

Date.

KK. “Liquid Finishing Business Intellectual Property” means all Intellectual Property owned 

or licensed (as licensor or licensee) by Respondent Graco (after the Acquisition) in which 

Graco has a proprietary interest, and all associated rights thereto, that were acquired by 

Graco in the Acquisition or that have been assigned, transferred, conveyed to, acquired,

or owned by Graco after the Acquisition, or by Respondents pursuant to the 3M-ITW 

Settlement-Related Agreements or otherwise (including, but not limited to, the DeKups 

IP and Tooling), and that relate to the Liquid Finishing Products and/or the Liquid 
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Finishing Business, all of which is required to be divested by Graco to the Commissionapproved Acquirer pursuant to this Order. The Liquid Finishing Business Intellectual 

Property includes, but is not limited to, the Intellectual Property identified and described 

on Appendix 1, Exhibit 3, and Appendix 6.

LL. “Liquid Finishing Products” means the liquid finishing products and systems

manufactured, sold, or serviced prior to the Acquisition by Respondent ITW, including, 

but not limited to, liquid finishing products and systems manufactured, sold, or serviced 

under the Binks®, DeVilbiss®, Ransburg®, and BGK Finishing Systems trademarks or 

brand names, and any improvements or additions thereto specifically directed to 

developing, assembling, manufacturing, distributing, selling, or servicing liquid finishing 

systems and products.

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

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

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

NN. “Prospective Acquirer” means a Person that Respondent Graco (or a Divestiture Trustee) 

intends to submit as a Commission-approved Acquirer to the Commission for its prior 

approval pursuant to Paragraph II. (or Paragraph V.) of this Order.

OO. “Ransburg Powder Finishing Intellectual Property” means all Intellectual Property that is 

necessary for making, having made, using, offering for sale, selling, importing, or 

exporting Ransburg Powder Finishing Products, including, but not limited to, the 

Intellectual Property specifically identified and described on Appendix 3, Exhibit 1, to 

this Order.

PP. “Ransburg Powder Finishing Products” means the powder finishing products and systems 

manufactured, sold, or serviced under the Ransburg® trademarks or brand names prior to 

the Acquisition by Respondent ITW, which are specifically identified and described on 

Appendix 2, Exhibit 2, to this Order.

QQ. “Respondents” means Graco and ITW, individually and collectively.

RR. “Retained Ransburg Powder Finishing Intellectual Property” means the Ransburg Powder 

Finishing Intellectual Property specifically identified and described on Appendix 3, 

Exhibit 3, to this Order. The Retained Ransburg Powder Finishing Intellectual Property 

is not required to be divested by Graco to the Commission-approved Acquirer pursuant to 

Paragraph II.A. of this Order; provided, however, that Graco is required to enter into a 

Graco License conveying rights in the Graco Retained Intellectual Property, including, 

but not limited to, the Retained Ransburg Powder Finishing Intellectual Property, to the 

Commission-approved Acquirer in accordance with the requirements of Paragraph II.D. 

of this Order. 
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SS. “Tangible Personal Property” means all machinery, equipment, tools, furniture, office 

equipment, computer hardware, supplies, materials, vehicles, rolling stock, and other 

items of tangible personal property (other than inventories) of every kind owned or leased

(including, but not limited to, all tangible personal property included in the DeKups IP 

and Tooling), together with any express or implied warranty by the manufacturers or 

sellers or lessors of any item or component part thereof and all maintenance records and 

other documents relating thereto.

TT. “Transitional Services” means any transitional assistance, support, or services necessary 

to enable the Commission-approved Acquirer to continue the development, 

manufacturing, distribution, sales, and services related to operation of the Liquid 

Finishing Business Assets, including, but not limited to, the provision of administrative 

services, consultation and advice, technical assistance, and training.

II.

IT IS FURTHER ORDERED that:

A. Respondent Graco shall divest the Liquid Finishing Business Assets, absolutely and in 

good faith, at no minimum price, as an on-going business, no later than 180 days after the 

date this Order becomes final, to a Commission-approved Acquirer, and only in a manner 

(and pursuant to a Divestiture Agreement with the Commission-approved Acquirer) that 

receives the prior approval of the Commission; provided, however, that nothing in this 

Order shall prevent Respondent Graco from entering into an LFB License-Back, subject 

to the prior approval of the Commission, with the Commission-approved Acquirer.

B. No later than the Divestiture Date, Respondent Graco shall secure all consents, 

assignments, waivers, licenses, certificates, registrations, permits, and other 

authorizations from all Persons that are necessary for the divestiture and operation of the 

Liquid Finishing Business Assets to the Commission-approved Acquirer; provided, 

however, that Respondent Graco may satisfy this requirement by certifying that the 

Commission-approved Acquirer has executed appropriate agreements directly with each 

of the relevant Persons.

C. In the event Respondent Graco is unable to obtain any consent(s), assignment(s), 

waiver(s), license(s), certificate(s), registration(s), permit(s), or other authorizations

necessary for the divestiture and/or operation of the Liquid Finishing Business Assets

from any Person, Respondent Graco shall:

1. Provide such assistance as the Commission-approved Acquirer may reasonably

request in its efforts to obtain a comparable license, certificate, registration, 

permit, or other authorization; and/or

2. With the acceptance of the Commission-approved Acquirer and the prior approval 

of the Commission, substitute equivalent assets or arrangements.
13

D. No later than the Divestiture Date, Respondent Graco shall grant a Graco License under 

the Graco Retained Intellectual Property to the Commission-approved Acquirer in 

connection with the Liquid Finishing Business Assets as divested pursuant to this Order,

and only in a manner (and pursuant to a Divestiture Agreement with the Commissionapproved Acquirer) that receives the prior approval of the Commission. Respondent 

Graco is not required to make any representations or warranties with respect to the 

ownership, existence, or maintenance of the Category 2 – Graco Retained Intellectual 

Property in the Divestiture Agreement.

E. Respondent Graco:

1. shall not join, file, prosecute, or maintain any suit, in law or equity, or take any 

administrative action, either directly or indirectly through a third party (including 

assignees, transferees, or licensees), against the Commission-approved Acquirer or any of 

its customers or affiliates (including integrators, distributors, licensees, manufacturers, 

and suppliers), assigns or successors in interest, under or with regard to any Intellectual 

Property acquired by Respondent Graco in the Acquisition or developed or otherwise 

obtained by the Hold Separate Business during the Hold Separate Period, and owned or 

licensed by Respondent Graco relating to the Gema Powder Finishing Business or to the 

Liquid Finishing Business Assets as of the Divestiture Date, if such suit or action would, 

or would have the potential to, interfere with the Commission-approved Acquirer’s 

freedom to practice in the research, development, manufacture, use, import, export, 

distribution, offer to sell, or sale of any Liquid Finishing Products or LFB Powder 

Finishing Products; and

2. shall not (i) assert, directly or indirectly through a third party, any Intellectual Property 

rights acquired by Respondent Graco in the Acquisition against the Commissionapproved Acquirer or any of its customers or affiliates, or assigns or successors in 

interest, if such assertion would, or would have the potential to, interfere with the 

Commission-approved Acquirer’s freedom to practice in the research, development, 

manufacture, use, import, export, distribution, offer to sell, or sale of any Liquid 

Finishing Products or LFB Powder Finishing Products; or (ii) seek to challenge or 

invalidate any rights under the Liquid Finishing Business Intellectual Property or the LFB 

Powder Finishing Intellectual Property in a civil action or administrative proceeding, to 

the extent that the Commission-approved Acquirer or any of its customers or affiliates, or 

assigns or successors in interest, exercise the rights divested by, expressly granted by, or 

that are required to be granted by Graco pursuant to the requirements of this Order;

provided, however, that the scope of the prohibitions in sub-Paragraphs II.E.1 and II.E.2 

of this Order shall be limited for the DeVilbiss Powder Finishing Products to South America

and for the Ransburg Powder Finishing Products to transportation and related supply chain 

markets; and 
14

3. shall include a covenant not to sue or take any other action effecting the foregoing 

prohibitions in sub-Paragraphs II.E.1 and II.E.2 of this Order in any Divestiture 

Agreement related to the Liquid Finishing Business Assets;

provided, however, that Respondent Graco may, subject to the prior approval of the 

Commission, receive a covenant not to sue from the Commission-approved Acquirer not to 

assert against the Gema Powder Finishing Business any Intellectual Property that is divested 

by Respondent Graco to the Commission-approved Acquirer pursuant to this Order; and 

provided further that any such covenant not to sue the Gema Powder Finishing Business 

received by Respondent Graco from the Commission-approved Acquirer shall be limited to 

the following field/application: powder finishing.

F. At the request of the Commission-approved Acquirer, pursuant to an agreement that 

receives the prior approval of the Commission, Respondent Graco shall, for a period not 

to exceed twelve (12) months from the Divestiture Date, or as otherwise approved by the 

Commission, provide Transitional Services to the Commission-approved Acquirer:

1. Sufficient to enable the Commission-approved Acquirer to operate the divested 

assets and business in substantially the same manner as they were operated prior 

to the Acquisition; and 

2. At substantially the same level and quality as such services were provided by 

Respondents in connection with the operation of the divested assets and business 

prior to the Acquisition.

Provided, however, that Respondent Graco shall not (i) require the Commissionapproved Acquirer to pay compensation for Transitional Services that exceeds the Direct 

Cost of providing such goods and services, (ii) terminate its obligation to provide 

Transitional Services because of a material breach by the Commission-approved Acquirer 

of any agreement to provide such assistance, in the absence of a final order of a court of 

competent jurisdiction, except if Respondent Graco is unable to provide such services 

due to such material breach, or (iii) seek to limit the damages (such as indirect, special, 

and consequential damages) which a Commission-approved Acquirer would be entitled 

to receive in the event of Respondent Graco’s breach of any agreement to provide 

Transitional Services.

G. Respondent ITW shall provide the Commission-approved Acquirer, at the request of the 

Commission-approved Acquirer, the transition and support services Respondent ITW has 

agreed to provide to Respondent Graco in the Asset Purchase Agreement on the terms 

and subject to the conditions contemplated by the Asset Purchase Agreement.

H. Respondent Graco shall provide the Commission-approved Acquirer with the opportunity 

to identify, recruit, and employ any Liquid Finishing Business Employee in conformance 

with the following:
15

1. No later than ten (10) days after a request from a Prospective Acquirer, or staff of 

the Commission, Respondents shall provide the Prospective Acquirer with the 

following information for each Liquid Finishing Business Employee, as and to the 

extent permitted by law:

a. name, job title or position, date of hire, and effective service date;

b. a specific description of the employee’s responsibilities;

c. the base salary or current wages;

d. the most recent bonus paid, aggregate annual compensation for 

Respondent ITW’s last fiscal year, and current target or guaranteed bonus, 

if any;

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

f. any other material terms and conditions of employment in regard to such 

employee that are not otherwise generally available to similarly-situated 

employees; and

g. at the Prospective Acquirer’s option, copies of all employee benefit plans 

and summary plan descriptions (if any) applicable to the relevant Liquid 

Finishing Business Employee.

2. No later than thirty (30) days before the Divestiture Date, after a request from a 

Prospective Acquirer, Respondent Graco shall provide the Prospective Acquirer 

with an opportunity (i) to meet, personally and outside the presence or hearing of 

any employee or agent of any Respondent, with any Liquid Finishing Business 

Employee for the purpose of discussing potential employment, (ii) to inspect the 

personnel files and other documentation relating to any such employee, to the 

extent permissible under applicable laws, and (iii) to make offers of employment 

to any Liquid Finishing Business Employee.

3. Respondent Graco shall (i) not interfere, directly or indirectly, with the hiring or 

employing by the Prospective Acquirer of any Liquid Finishing Business 

Employee, (ii) not offer any incentive to any Liquid Finishing Business Employee 

to decline employment with the Prospective Acquirer, (iii) not make any 

counteroffer to any Liquid Finishing Business Employee who receives a written 

offer of employment from the Prospective Acquirer; provided, however, that 

nothing in this Order shall be construed to require Respondent Graco to terminate 

the employment of any employee or prevent Respondent Graco from continuing 

the employment of any employee; (iv) remove any impediments within the 

control of Respondent Graco that may deter any Liquid Finishing Business 

Employee from accepting employment with the Prospective Acquirer, including, 

but not limited to, any non-compete or confidentiality provisions of employment 

or other contracts with Respondent Graco that would affect the ability of such 

employee to be employed by the Prospective Acquirer, and (v) not otherwise 

interfere with the recruitment of any Liquid Finishing Business Employee by the 

Prospective Acquirer.
16

I. Until the Divestiture Date, Respondent Graco shall provide each Liquid Finishing 

Business Employee with reasonable financial incentives to continue in his or her position 

consistent with past practices and/or as may be necessary to preserve the marketability, 

viability, and competitiveness of the Liquid Finishing Business Assets pending 

divestiture. Such incentives shall include employee benefits, including regularly 

scheduled raises, bonuses, vesting of current and accrued retirement benefits (as 

permitted by law), on the same basis as provided under the Asset Purchase Agreement to 

other employees hired by Respondent Graco in the Acquisition, and such additional 

incentives as may be necessary to assure the continuation and to prevent any diminution 

of the viability, marketability, and competitiveness of the Liquid Finishing Business 

Assets until the Divestiture Date, and as may otherwise be necessary to achieve the 

purposes of this Order and the Hold Separate.

J. For a period of two (2) years after the Divestiture Date, Respondent Graco shall not, 

directly or indirectly, solicit, induce, or attempt to solicit or induce any Liquid Finishing 

Business Employee who has accepted an offer of employment with the Commissionapproved Acquirer, or who is employed by the Commission-approved Acquirer, to 

terminate his or her employment relationship with the Commission-approved Acquirer; 

provided, however, Respondent Graco may:

1. Advertise for employees in newspapers, trade publications, or other media, or 

engage recruiters to conduct general employee search activities, so long as these 

actions are not targeted specifically at any Liquid Finishing Business Employees; 

and

2. Hire Liquid Finishing Business Employees who apply for employment with 

Respondent Graco, so long as such individuals were not solicited by Respondent

Graco in violation of this paragraph; provided further, that this sub-Paragraph 

shall not prohibit Respondent Graco from making offers of employment to or 

employing any Liquid Finishing Business Employees if the Commissionapproved Acquirer has notified Respondent Graco in writing that the 

Commission-approved Acquirer does not intend to make an offer of employment 

to that employee, or where such an offer has been made and the employee has 

declined the offer, or where the individual’s employment has been terminated by 

the Commission-approved Acquirer.

K. No later than the Divestiture Date, Respondents shall assign, transfer, convey, and divest 

all rights, title and interest in and to the 3M Agreements, the DeKups Products, and the 

DeKups IP and Tooling (including upon termination of the 3M Agreements) to the 

Liquid Finishing Business and/or the Commission-approved Acquirer pursuant to the 

3M-ITW Settlement-Related Agreements or otherwise; provided, however, that in the 

event Respondent ITW obtains ownership, possession, or control of any rights, title or 

interest in or to the 3M Agreements, the DeKups Products, and/or the DeKups IP and 

Tooling after the Divestiture Date, then Respondent ITW shall immediately transfer, 

convey, and deliver all such rights, title, and interest, absolutely and in good faith, to the 

Liquid Finishing Business and/or the Commission-approved Acquirer.
17

L. The purpose of the divestiture of the Liquid Finishing Business Assets is to ensure the 

continuation of the Liquid Finishing Business Assets as an ongoing, viable business 

operating in the same relevant markets in which such assets were competing at the time 

of the announcement of the Acquisition by Respondents, and to remedy the lessening of 

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

III.

IT IS FURTHER ORDERED that:

A. Respondents shall (i) keep confidential and not disclose (including with respect to 

Respondents’ employees) and (ii) not use for any reason or purpose, any Confidential 

Business Information pertaining to the Liquid Finishing Business, the LFB Powder 

Finishing Business, and the Liquid Finishing Business Assets; provided, however, that 

the Respondents may disclose or use such Confidential Business Information:

1. In the course of performing their obligations as permitted under this Order or the 

Hold Separate, including as necessary to effect the marketing and divestiture of 

the Liquid Finishing Business Assets pursuant to Paragraph II. of this Order and 

the provision of Transitional Services; provided further, that Respondents’ 

employees who provide support services under the Hold Separate or Transitional 

Services under the Divestiture Agreement(s), or who staff the Hold Separate 

Business, shall be deemed to be performing obligations under this Order or the 

Hold Separate. 

2. In the course of performing their obligations under the Divestiture Agreement(s);

3. To enforce the terms of the Divestiture Agreement(s) or to prosecute or defend 

against any dispute or legal proceeding;

4. To comply with financial reporting requirements, obtain legal advice, defend legal 

claims, enforce actions threatened or brought against the Liquid Finishing 

Business, the LFB Powder Finishing Business, or the Liquid Finishing Business

Assets, or as required by applicable law, regulations, and other legal requirements 

(including in connection with tax returns, reports required by securities laws and 

payroll, benefits, or personnel reports or information) or in overseeing compliance 

with policies and standards concerning health, safety, and environmental aspects 

of the operation of the Liquid Finishing Business and the LFB Powder Finishing 

Business and the integrity of the Liquid Finishing Business and LFB Powder 

Finishing Business financial controls;

5. To Respondent Graco’s lenders, auditors, attorneys, and financial advisors; and
18

6. As otherwise permitted by the Commission staff, this Order, the Hold Separate, or 

the Divestiture Agreement(s).

B. If the disclosure or use of any Confidential Business Information is permitted to

Respondents’ employees or to any other Person under Paragraph III.A. of this Order, then 

Respondents shall limit such information (i) only to those employees or other Persons

who require such information for the purposes permitted under Paragraph III.A., (ii) only 

to the extent such information is required, and (iii) only after such employees or other 

Persons have signed an agreement in writing to maintain the confidentiality of such 

information.

C. Respondents shall enforce the terms of this Paragraph III. as to their employees and any 

other Person and take such action as is necessary to cause each of their employees and 

any other Person to comply with the terms of this Paragraph III., including

implementation of access and data controls, training of their employees, and all other 

actions that Respondents would take to protect their own trade secrets and proprietary 

information.

IV.

IT IS FURTHER ORDERED that:

A. The Divestiture Agreement(s) shall not limit or contradict, or be construed to limit or 

contradict, the terms of this Order, it being understood that nothing in this Order shall be 

construed to reduce any rights or benefits of the Commission-approved Acquirer or to 

reduce any obligations of the Respondents under such agreements.

B. The Divestiture Agreement(s) shall be incorporated by reference into this Order and 

made a part hereof.

C. Respondent Graco shall comply with all provisions of the Divestiture Agreement(s), and 

any breach by Respondent Graco of any term of such agreement shall constitute a 

violation of this Order. If any term of a Divestiture Agreement varies from the terms of 

this Order (“Order Term”), then to the extent that Respondent Graco cannot fully comply 

with both terms, the Order Term shall determine Respondent Graco’s obligations under 

this Order. Any failure by Respondent Graco to comply with any term of a Divestiture 

Agreement shall constitute a failure to comply with this Order.

D. Respondent Graco shall not modify or amend any of the terms of the Divestiture 

Agreement(s) 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 paragraph, section, or other provision of the 

Divestiture Agreement, any modification of the Divestiture Agreement 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.
19

V.

IT IS FURTHER ORDERED that:

A. If Respondent Graco has not divested the Liquid Finishing Business Assets and otherwise 

fully complied with its obligations as required by Paragraphs II.A.-I., of this Order, the 

Commission may appoint a trustee (“Divestiture Trustee”) to divest the Liquid Finishing 

Business Assets, grant a Graco License, and/or perform Respondent Graco’s other 

obligations in a manner that satisfies the requirements of this Order. The Divestiture 

Trustee appointed pursuant to this Paragraph may be the same Person appointed as Hold 

Separate Trustee pursuant to the relevant provisions of the Hold Separate entered in this 

matter.

B. In the event that the Commission or the Attorney General brings an action pursuant to 

§ 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other statute 

enforced by the Commission, Respondent Graco shall consent to the appointment of a 

Divestiture Trustee in such action to divest the relevant assets and grant the relevant 

license in accordance with the terms of this Order. Neither the appointment of a 

Divestiture Trustee nor a decision not to appoint a Divestiture Trustee under this 

Paragraph shall preclude the Commission or the Attorney General from seeking civil 

penalties or any other relief available to it, including a court-appointed Divestiture 

Trustee, pursuant to § 5(l) of the Federal Trade Commission Act, or any other statute 

enforced by the Commission, for any failure by the Respondents to comply with this 

Order.

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

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

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

If Respondent Graco has 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 Respondent Graco of the identity of any proposed Divestiture 

Trustee, Respondent Graco shall be deemed to have consented to the selection of the 

proposed Divestiture Trustee.

D. Within ten (10) days after appointment of a Divestiture Trustee, Respondent Graco shall 

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

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

Trustee to effect the relevant divestiture or transfer required by this Order.

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

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

Divestiture Trustee’s powers, duties, authority, and responsibilities:
20

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

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

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

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

conveyed.

2. The Divestiture Trustee shall have twelve (12) months from the date the 

Commission approves the trust agreement described herein to accomplish the 

divestiture and/or other obligations required by this Order, which shall be subject 

to the prior approval of the Commission. If, however, at the end of the twelve 

(12) month period, the Divestiture Trustee has submitted a plan of divestiture or 

compliance with other obligations, or believes that the divestiture or compliance 

with other obligations can be achieved within a reasonable time, the divestiture 

period may be extended by the Commission, or, in the case of a court-appointed 

Divestiture Trustee, by the court; provided, however, that the Commission may 

extend the 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 divested, assigned, granted, 

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

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

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

and shall cooperate with the Divestiture Trustee. Respondent Graco shall take no 

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

divestiture. Any delays in divestiture caused by Respondent Graco shall extend 

the time for divestiture under this Paragraph V in an amount equal to the delay, as 

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

the court.

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

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

submitted to the Commission, subject to Respondent Graco’s absolute and 

unconditional obligation to divest expeditiously and at no minimum price. The 

divestiture shall be made in the manner and to a Commission-approved Acquirer 

as required by this Order; provided, however, if the Divestiture Trustee receives 

bona fide offers from more than one acquiring entity, and if the Commission 

determines to approve more than one such acquiring entity, the Divestiture 

Trustee shall divest to the acquiring entity selected by Respondent Graco from 

among those approved by the Commission; provided further, however, that 

Respondent Graco shall select such entity within five (5) days of receiving 

notification of the Commission's approval.
21

`

5. The Divestiture Trustee shall serve, without bond or other security, at the cost and 

expense of Respondent Graco, on such reasonable and customary terms and 

conditions as the Commission or a court may set. The Divestiture Trustee shall 

have the authority to employ, at the cost and expense of Respondent Graco, such 

consultants, accountants, attorneys, investment bankers, business brokers, 

appraisers, and other representatives and assistants as are necessary to carry out 

the Divestiture Trustee’s duties and responsibilities. The Divestiture Trustee shall 

account for all monies derived from the divestiture and all expenses incurred. 

After approval by the Commission and, in the case of a court-appointed 

Divestiture Trustee, by the court, of the account of the Divestiture Trustee, 

including fees for the Divestiture Trustee’s services, all remaining monies shall be 

paid at the direction of Respondent Graco, and the Divestiture Trustee’s power 

shall be terminated. The compensation of the Divestiture Trustee shall be based 

at least in significant part on a commission arrangement contingent on the 

divestiture of all of the relevant assets that are required to be divested by this 

Order.

6. Respondent Graco shall indemnify the Divestiture Trustee and hold the 

Divestiture Trustee harmless against any losses, claims, damages, liabilities, or 

expenses arising out of, or in connection with, the performance of the Divestiture 

Trustee’s duties, including all reasonable fees of counsel and other expenses 

incurred in connection with the preparation for, or defense of, any claim, whether 

or not resulting in any liability, except to the extent that such losses, claims, 

damages, liabilities, or expenses result from gross negligence or willful 

misconduct by the Divestiture Trustee. For purposes of this Paragraph V.E.6., the 

term “Divestiture Trustee” shall include all Persons retained by the Divestiture 

Trustee pursuant to Paragraph V.E.5. of this Order.

7. The Divestiture Trustee shall have no obligation or authority to operate or 

maintain the relevant assets required to be divested by this Order.

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

Commission every thirty (30) 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, such 

agreement shall not restrict the Divestiture Trustee from providing any 

information to the Commission.

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 V.
22

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 

orders or directions as may be necessary or appropriate to accomplish the divestiture 

required by this Order.

VI.

IT IS FURTHER ORDERED that:

A. Within thirty (30) days after the date this Order becomes final and every thirty (30) days 

thereafter until Respondents have fully complied with the provisions of Paragraphs II and 

V of this Order, Respondents shall submit to the Commission a verified written report 

setting forth in detail the manner and form in which they intend to comply, are 

complying, and have complied with this Order, and the Hold Separate. Respondent

Graco shall include in its compliance reports, among other things that are required from 

time to time, a full description of the efforts being made to comply with this Order and 

with the Hold Separate, including a description of all substantive contacts or negotiations 

relating to the divestiture and approval, and the identities of all parties contacted. 

Respondents shall include in their compliance reports copies, other than of privileged 

materials, of all written communications to and from such parties, all internal 

memoranda, and all reports and recommendations concerning the divestiture and 

approval, and, as applicable, a statement that the divestiture approved by the Commission 

has been accomplished, including a description of the manner in which Respondent

Graco completed such divestiture and the date the divestiture was accomplished.

B. One (1) year after the date this Order becomes final, Respondents, and annually thereafter 

for the next five (5) years on the anniversary of the date this Order becomes final, and at 

such other times as the Commission may request, Respondent Graco shall file a verified 

written report with the Commission setting forth in detail the manner and form in which 

it has complied and is complying with the Order and any Divestiture Agreement.

VII.

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

least thirty (30) days prior to:

A. Any proposed dissolution of Respondent Graco;

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

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

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

arising out of this Order.
23

VIII.

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

compliance with this Order, subject to any legally recognized privilege, upon written request and 

five (5) days’ notice to the relevant Respondent, with respect to any matter contained in this 

Order, the relevant Respondent shall permit any duly authorized representative of the 

Commission:

A. Access, during business office hours of the relevant Respondent(s) and in the presence of 

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

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

under the control of the relevant Respondent(s) related to compliance with the Consent 

Agreement and/or the Orders, which copying services shall be provided by such 

Respondent(s) at the request of the authorized representative(s) of the Commission and at 

the expense of such Respondent(s); and

B. Without restraint or interference from such Respondent(s), to interview officers, 

directors, or employees of such Respondent(s), who may have counsel present.

IX.

IT IS FURTHER ORDERED that this Order shall terminate on October 6, 2024.

By the Commission, Commissioner Ohlhausen abstaining, and Commissioner Wright and 

Commissioner McSweeny not participating.

Donald S. Clark 

Secretary 

SEAL: 

ISSUED: October 6, 2014

ATTACHMENTS

[Confidential Exhibits Redacted From the Public Record Version,

But Incorporated By Reference]

APPENDIX 1: DeKups Products and 3M Agreements

CONFIDENTIAL Exhibit 1: The 3M Agreements

CONFIDENTIAL Exhibit 2: 3M-ITW Settlement-Related Agreements

Exhibit 3: DeKups Intellectual Property Transferred Pursuant to 3M-ITW SettlementRelated Agreements

APPENDIX 2: LFB Powder Finishing Products

Exhibit 1: DeVilbiss Powder Finishing Products

Exhibit 2: Ransburg Powder Finishing Products
24

APPENDIX 3: Ransburg Powder Finishing Intellectual Property

Exhibit 1: Ransburg Powder Finishing Intellectual Property

Exhibit 2: Divested Ransburg Powder Finishing Intellectual Property

Exhibit 3: Retained Ransburg Powder Finishing Intellectual Property

APPENDIX 4: Graco Retained Intellectual Property

APPENDIX 5: Licensed-Back Powder Finishing Intellectual Property

APPENDIX 6: Liquid Finishing Business Intellectual Property

Exhibit 1: Patents and Patent Applications

CONFIDENTIAL Exhibits 2 and 2A: Unpublished and Unfiled Patent Applications

CONFIDENTIAL Exhibit 3: Abandoned or Expired Patents

Exhibit 4: Trademarks

Exhibit 5: Inactive Trademarks