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UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

In the Matter of 

RAG-stiftung, 

Evonik Industries AG, 

Evonik Corporation, 

Evonik International Holding B.V., 

One Equity Partners Secondary Fund, 

L.P., 

One Equity Partners V, L.P., 

Lexington Capital Partners VII (AIV I), 

L.P., 

PeroxyChem Holding Company LLC, 

PeroxyChem Holdings, L.P., 

PeroxyChem Holdings LLC, 

PeroxyChem LLC 

 

and 

PeroxyChem Cooperatief U.A. 

Docket No. 9384 

RESPONDENTS’ UNOPPOSED MOTION TO UNSEAL EXPERT MATERIALS 

Respondents RAG-Stiftung; Evonik Industries AG; Evonik Corporation; Evonik 

International Holdings B.V.; One Equity Partners Secondary Fund L.P.; One Equity Partners V, 

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

09 12 2019

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PeroxyChem Holdings, L.P.; PeroxyChem Holdings LLC; and PeroxyChem Cooperatief U.A. 

(together, Respondents) hereby move for entry of an order to unseal the expert reports and 

deposition testimony of Dr. Nicholas Hill from In re Tronox/Cristal USA, F.T.C. Dkt. No. 9337, 

to the extent necessary to allow Complaint Counsel to produce those materials to Respondents 

with redactions that remove information that parties and third parties in Tronox designated as 

confidential in that case. Complaint Counsel does not oppose this Motion. 

As the FTC’s expert economist in Tronox, Dr. Hill prepared expert reports and gave 

deposition testimony in that matter. Those reports and deposition testimony were granted in 

camera treatment for purposes of the administrative proceeding by an order entered on May 30, 

2018 (the May 30, 2018 Order). See Ex. A. Several of the FTC attorneys who entered 

appearances in Tronox – and who had access to Dr. Hill’s expert reports and deposition 

testimony from that case – have also appeared here.1

 

Respondents have engaged Dr. Hill in this matter to analyze Evonik’s proposed 

acquisition of PeroxyChem and offer his expert opinion on the transaction’s likely effects. To 

minimize the potential that Complaint Counsel’s familiarity with Dr. Hill’s work in Tronox

would give them an unfair advantage in this case, Respondents propounded a formal document 

request seeking production of “expert reports and testimony submitted in the Tronox Matter, 

including all expert deposition testimony.” 

Complaint Counsel objected to that request and declined to produce expert reports and 

deposition testimony in part because the “requested documents are non-public and contain nonpublic information that is protected from discovery by [...] Orders issued by Judge Chappell 

 

1 Compare In re Tronox/Cristal USA, F.T.C. Dkt. No. 9337 (noting appearances of Steven 

Dahm, James Rhilinger, Dominic Vote, and Cecelia Waldeck) with In re Evonik/PeroxyChem, 

FTC Dkt. No. 9384 (noting appearances of Steven Dahm, James Rhilinger, Dominic Vote, and 

Cecelia Waldeck). 
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granding [sic] in camera treatment to documents and information” in Tronox. During a meetand-confer session on September 6, 2019, Respondents explained their position that, while the 

May 30, 2018 Order prevented Dr. Hill’s expert reports and deposition testimony from being 

entered in the public record in Tronox, the Order did not prohibit the FTC from producing those 

materials in response to a valid discovery request in this case. See 16 C.F.R. § 3.45(a) 

(specifying that material subject to an in camera order “will be kept confidential and not placed 

on the public record of the proceeding in which it was submitted”) (emphasis added). Complaint 

Counsel agreed that they would not oppose a motion requesting that Dr. Hill’s expert reports and 

deposition testimony be unsealed, provided that Complaint Counsel could redact information that 

parties and third-parties in Tronox designated as confidential. 

For the foregoing reasons, Respondents respectfully request entry of the accompanying 

Proposed Order, which would unseal Dr. Hill’s expert reports and deposition testimony only to 

the extent necessary to allow Complaint Counsel to produce them to Respondents with 

redactions that remove information that parties and third parties in Tronox designated as 

confidential in that case. 

 
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Date: September 12, 2019 

Respectfully submitted,

By: /s/ Eric J. Mahr 

Eric J. Mahr (D.C. Bar No. 459350)

Andrew J. Ewalt (D.C. Bar No. 493433)

By: /s/ Mike. G. Cowie 

Mike G. Cowie (D.C. Bar No. 432338)

James A. Fishkin (D.C. Bar No. 478958)

Shari Ross Lahlou (D.C. Bar No. 476630)

FRESHFIELDS BRUCKHAUS 

DERINGER US LLP

700 13th Street, NW, 10th Fl.

Washington, DC 20005

Tel: (202) 777-4500

Fax: (202) 777-4555

E-mail: eric.mahr@freshfields.com

E-mail: andrew.ewalt@freshfields.com

Attorneys of Record for Defendants 

RAG-Stiftung, Evonik Industries AG, 

Evonik Corporation,and 

Evonik International Holding B.V.

DECHERT LLP

1900 K Street, NW 

Washington, DC 20006 

Tel: (202) 261-3300

Fax: (202) 261-3333

E-mail: mike.cowie@dechert.com

E-mail: james.fishkin@dechert.com

E-mail: shari.lahlou@dechert.com

Attorneys of Record for Defendants One 

Equity Partners Secondary Fund, L.P., One 

Equity Partners V, L.P., Lexington Capital 

Partners VII (AIV I), L.P., PeroxyChem 

Holding Company LLC, PeroxyChem 

Holdings L.P., PeroxyChem Holdings LLC, 

PeroxyChem LLC, and PeroxyChem 

Cooperatief U.A.
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UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

In the Matter of 

RAG-stiftung, 

Evonik Industries AG, 

Evonik Corporation, 

Evonik International Holding B.V., 

One Equity Partners Secondary Fund, 

L.P., 

One Equity Partners V, L.P., 

Lexington Capital Partners VII (AIV I), 

L.P., 

PeroxyChem Holding Company LLC, 

PeroxyChem Holdings, L.P., 

PeroxyChem Holdings LLC, 

PeroxyChem LLC 

 

and 

PeroxyChem Cooperatief U.A. 

Docket No. 9384 

[PROPOSED] ORDER GRANTING RESPONDENTS’ 

UNOPPOSED MOTION TO UNSEAL EXPERT MATERIALS 

Upon consideration of Respondents’ Unopposed Motion to Unseal Expert Materials, and 

for good cause shown, it is HEREBY ORDERED that said Motion is GRANTED. Dr. Hill’s 

expert reports and deposition testimony from In re Tronox/Cristal USA, F.T.C. Dkt. No. 9337, 
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are HEREBY UNSEALED to the extent necessary to allow Complaint Counsel to produce them 

to Defendants with redactions that remove information that parties and third parties in Tronox 

designated as confidential in that case. 

It is so ORDERED this ______ day of September, 2019. 

 ______________________________ 

 D. MICHAEL CHAPPELL 

 Administrative Law Judge 

 
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CERTIFICATE OF SERVICE 

I hereby certify that on September 12, 2019, I filed the foregoing documents using the 

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

Office of the Secretary 

Federal Trade Commission 

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

Washington, DC 20580 

The Honorable D. Michael Chappell 

Chief Administrative Law Judge 

Federal Trade Commission, 

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

Washington, DC 20580 

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

be served upon the following via email: 

Amy Dobrzynski 

Cecelia Waldeck 

Daniel Matheson 

Dominic Vote 

Frances Anne Johnson 

James Rhilinger

Michael Blevins

Michael Lovinger

Sean Hughto

Stephen Santulli

Steven Dahm

Federal Trade Commission

600 Pennsylvania Ave., NW

Washington, DC 20580

Complaint Counsel

Dated: September 12, 2019 By: /s/ Laura C. Onken

 Laura C. Onken 

 

 
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CERTIFICATE FOR ELECTRONIC FILING

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

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

is available for review by the parties and the adjudicator. 

Dated: September 12, 2019 By: /s/ Laura C. Onken 

 Laura C. Onken 

 
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EXHIBIT A