1 

 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Jon Leibowitz, Chairman 

J. Thomas Rosch 

Edith Ramirez 

Julie Brill 

 Maureen K. Ohlhausen 

In the Matter of 

McWane, Inc., 

 a corporation, and 

Star Pipe Products, Ltd., 

 a limited partnership. 

Docket No. 9351 

DECISION AND ORDER 

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

charging, inter alia, the Respondent Star Pipe Products, Ltd. with violations of Section 5 of the 

Federal Trade Commission Act, as amended, 15 U.S.C. § 45 (“First and Second Violations”), 

and the Respondent having been served with a copy of that complaint, together with a notice of 

contemplated relief and having filed its answer denying such charges; and 

The Respondent, its attorneys, and counsel for the Commission having thereafter 

executed an agreement containing a consent Order, an admission by Respondent of all the 

jurisdictional facts, solely as those facts relate to the First and Second Violations set forth in the 

complaint, a statement that the signing of said agreement is for settlement purposes only and 

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

complaint, or that the facts as alleged in such complaint, other than jurisdictional facts related to 

the First and Second Violations of the complaint, are true and waivers and other provisions as 

required by the Commission's Rules; and 

The Secretary of the Commission having thereafter withdrawn this matter from 

adjudication in accordance with § 3.25(c) of its Rules; and 

The Commission having considered the matter and having thereupon accepted the 

executed consent agreement and placed such agreement on the public record for a period of 

thirty (30) days for the receipt and consideration of public comments, now in further conformity 

with the procedure prescribed in § 3.25(f) of its Rules, the Commission hereby makes the 

following jurisdictional findings and enters the following Order: 
2 

1. Respondent Star is a limited partnership organized and existing under the laws of the 

State of Texas, with its principal address at 4018 Westhollow Parkway, Houston, Texas 

77082. 

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

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

ORDER 

I. 

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

A. “Commission” means the Federal Trade Commission. 

B. “Respondent” means Star Pipe Products, Ltd., its officers, directors, employees, agents, 

attorneys, representatives, successors, and assigns; and the U.S.-based subsidiaries, 

divisions, groups, and affiliates controlled by it, and the respective officers, directors, 

employees, agents, attorneys, representatives, successors, and assigns of each. 

C. “Communicate” means to transfer or disseminate any information, regardless of the 

means by which it is accomplished, including without limitation orally, by letter, e-mail, 

notice, or memorandum. This definition applies to all tenses and forms of the word 

“communicate,” including, but not limited to, “communicating,” “communicated” and 

“communication.” 

D. “Competitively Sensitive Information” means any information regarding the cost, price, 

output, or customers of or for DIPF marketed by Respondent or any other Competitor, 

regardless of whether the information is prospective, current or historical, or aggregated 

or disaggregated. 

Provided, however, that “Competitively Sensitive Information” shall not include: 

(1) information that is a list of prices or other pricing terms that has been widely 

Communicated by a Competitor to its customers through a letter, electronic 

mailing, sales catalog, Web site, or other widely accessible method of posting; 

(2) information that relates to the terms on which a Competitor will buy DIPF from, 

or sell DIPF to, the Person to whom the Competitively Sensitive Information is 

Communicated; 

(3) information that relates to transactions that occurred at least three (3) years prior 

to the date of the Communication of such information; 

(4) information that must be disclosed pursuant to the Federal Securities Laws; or 

(5) information obtained from or provided, in the ordinary course of Respondent’s 

business, to: (a) a recognized credit rating Person that relates to the credit history 
3 

or creditworthiness of a customer(s); or (b) another Competitor in relation to the 

verification of the salary currently being paid by that Competitor to an individual 

who is seeking or considering employment with Respondent. 

E. “Competitor” means Respondent and any Person that, for the purpose of sale or resale 

within the United States: (1) manufactures DIPF; (2) causes DIPF to be manufactured; or 

(3) imports DIPF. 

F. “Designated Manager” means a Regional Manager or the OEM Manager for sales of 

DIPF in and into the United States, and any employee performing any job function of a 

Regional Manager or the OEM Manager with responsibility for sales of DIPF in or into 

the United States. 

G. “Ductile Iron Pipe Fittings” or “DIPF” means any iron casting produced in conformity 

with the C153/A21 or C110/A21 standards promulgated by the American Water Works 

Association, including all revisions and amendments to those standards and any successor 

standards incorporating the C153/A21 or C110/A21 standards by reference. 

H. “Federal Securities Laws” means the securities laws as that term is defined in § 3(a)(47) 

of the Securities Exchange Act of 1934, 15 U.S.C. § 78c(a)(47), and any regulation or 

order of the Securities and Exchange Commission issued under such laws. 

I. “Industry Statistics” means statistics derived from Input Data and Communicated by the 

Third Party Manager. 

J. “Input Data” means the Competitively Sensitive Information Communicated by 

Competitors to the Third Party Manager. 

K. “Information Exchange” means the entity Managed by A Third Party Manager that: (1) 

Communicates Industry Statistics and (2) includes Respondent and at least one other 

Competitor. 

L. “Insider” means a consultant, officer, director, employee, agent, or attorney of 

Respondent. Provided, however, that no other Competitor shall be considered to be an 

“Insider.” 

M. “Managed by A Third Party Manager” means that a Third Party Manager is solely and 

exclusively responsible for all activities relating to Communicating, organizing, 

compiling, aggregating, processing, and analyzing any Competitively Sensitive 

Information. 

N. “McWane, Inc.” means McWane, Inc., its officers, directors, employees, agents, 

attorneys, representatives, successors, and assigns; and the subsidiaries, divisions, groups, 

and affiliates controlled by it, and the respective officers, directors, employees, agents, 

attorneys, representatives, successors, and assigns of each. 

O. “Participate” in an entity or an arrangement means (1) to be a partner, joint venturer, 

shareholder, owner, member, or employee of such entity or arrangement, or (2) to 
4 

provide services, agree to provide services, or offer to provide services through such 

entity or arrangement. This definition applies to all tenses and forms of the word 

“participate,” including, but not limited to, “participating,” “participated,” and 

“participation.” 

P. “Person” means any natural person or artificial person, including, but not limited to, any 

corporation, unincorporated entity, or government. For the purpose of this Order, any 

corporation includes the subsidiaries, divisions, groups, and affiliates controlled by it. 

Q. “Third Party Manager” means a Person that (1) is not a Competitor, and (2) is responsible 

for all activities relating to Communicating, organizing, compiling, aggregating, 

processing, and analyzing any Competitively Sensitive Information Communicated or to 

be Communicated between or among Respondent and any other Competitor. 

II. 

IT IS FURTHER ORDERED that in connection with the business of manufacturing, 

marketing or selling DIPF in or affecting commerce, as “commerce” is defined in Section 4 of 

the Federal Trade Commission Act, 15 U.S.C. § 44, Respondent shall cease and desist from, 

either directly or indirectly, or through any corporate or other device: 

A. Entering into, adhering to, Participating in, maintaining, organizing, implementing, 

enforcing, or otherwise facilitating any combination, conspiracy, agreement, or 

understanding between or among any Competitors: 

1. To raise, fix, maintain, or stabilize prices or price levels, or engage in any other 

pricing action; or 

2. To allocate or divide markets, customers, contracts, transactions, business 

opportunities, lines of commerce, or territories. 

Provided, however, that nothing in Paragraph II.A of this Order prohibits Respondent 

from entering into an agreement with another Competitor regarding the price of DIPF, if and 

only if that agreement relates exclusively to the terms under which Respondent will buy DIPF 

from, or sell DIPF to, that other Competitor. 

B. Communicating to any Person who is not an Insider, that Respondent is ready or willing: 

1. To raise, fix, maintain, or stabilize price or price levels conditional upon any other 

Competitor also raising, fixing, maintaining, or stabilizing price or price levels; or 

2. To forbear from competing for any customer, contract, transaction, or business 

opportunity conditional upon any other Competitor also forbearing from 

competing for any customer, contract, transaction, or business opportunity. 

C. Entering into, adhering to, Participating in, maintaining, organizing, implementing, 

enforcing, or otherwise facilitating any combination, conspiracy, agreement, or 
5 

understanding between or among any Competitors to Communicate or exchange 

Competitively Sensitive Information. 

D. Communicating Competitively Sensitive Information to any other Competitor. 

E. Attempting to engage in any of the activities prohibited by Paragraphs II.A, II.B, II.C, or 

II.D. 

PROVIDED, HOWEVER, that it shall not of itself constitute a violation of Paragraph 

II.B, II.C, OR II.D of this Order for Respondent to Communicate: 

(1) Competitively Sensitive Information to a Competitor where such Communication 

is reasonably related to a lawful joint venture, license, or potential acquisition, 

and is reasonably necessary to achieve the procompetitive benefits of such a 

relationship; 

(2) To any Person reasonably believed to be an actual or prospective purchaser of 

DIPF, the price and terms of a sale of DIPF; or 

(3) To any Person reasonably believed to be an actual or prospective purchaser of 

DIPF that Respondent is ready and willing to adjust the terms of a sale of DIPF in 

response to a Competitor’s offer. 

PROVIDED FURTHER, that it shall not of itself constitute a violation of Paragraphs 

II.B, II.C, II.D or II.E of this Order for Respondent to Communicate with or Participate in an 

Information Exchange that is limited exclusively to the Communication of Input Data or Industry 

Statistics when: 

1. Any Input Data relates solely to transactions that are at least six (6) months old; 

2. Any Industry Statistic relates solely to transactions that are at least six (6) months 

old; 

3. Industry Statistics are Communicated no more than one time during any six (6) 

month period; 

4. Any Industry Statistic represents an aggregation or average of Input Data for 

transactions covering a period of at least six (6) months; 

5. Any Industry Statistic represents an aggregation or average of Input Data received 

from no fewer than five (5) Competitors; 

6. Relating to price, output, or total unit cost, no individual Competitor’s Input Data 

to any Industry Statistic represents more than twenty-five (25) percent of the total 

reported sales (whether measured on a dollar or unit basis) of the DIPF product 

from which the Industry Statistic is derived; 
6 

7. Relating to price, output, or total unit cost, the sum of no three Competitors’ Input 

Data to any Industry Statistic represents more than sixty (60) percent of the total 

reported sales (whether measured on a dollar or unit basis) of the DIPF product 

from which the Industry Statistic is derived; 

8. Any Industry Statistic is sufficiently aggregated or anonymous such that no 

Competitor that receives that Industry Statistic can, directly or indirectly, identify 

the Input Data submitted by any other particular Competitor; 

9. Respondent does not Communicate with any other Competitor relating to the 

Information Exchange, other than those Communications (i) occurring at official 

meetings of the Information Exchange; (ii) relating to topics identified on a 

written agenda prepared in advance of such meetings; and (iii) occurring in the 

presence of antitrust counsel; 

10. Respondent retains, for submission to a duly authorized representative of the 

Commission upon reasonable notice, a copy of all Input Data Communicated to 

the Third Party Manager and all Industry Statistics Communicated by the Third 

Party Manager to Respondent; and 

11. All Industry Statistics are, at the same time they are Communicated to any 

Competitor, made publicly available. 

III. 

IT IS FURTHER ORDERED that until a final determination of the litigation with 

McWane, Inc., in this Docket 9351, including any appeals, and in any Commission action 

related to Docket 9351 that the Commission may take against McWane, Inc. Respondent 

shall cooperate with Commission staff, to the same extent to which it would have been 

required had it continued to be a respondent in the Commission action under Part 3 of the 

Commission’s Rules of Practice, to (1) produce, at its own expense, information and 

documents in its possession, custody, or control; and (2) make its representatives 

available to provide deposition or hearing testimony, as such may be requested by any 

duly authorized representative of the Commission. Respondent shall also make its 

representatives available, upon reasonable notice, for interviews in person or by 

telephone with Commission staff. Nothing in this paragraph shall require the production 

of materials as to which Respondent may assert a valid claim of privilege on its own 

behalf or pursuant to the terms of any written joint defense agreement with any 

respondent in any Commission proceeding against McWane, Inc. 

IV. 

IT IS FURTHER ORDERED that Respondent shall: 

A. Within sixty (60) days from the date this Order becomes final distribute by first-class 

mail, return receipt requested, or by electronic mail with return confirmation, a copy of 

this Order with the Complaint, to each of its officers, directors, and Designated 

Managers; and 
7 

B. For five (5) years from the date this Order becomes final, distribute by first-class mail, 

return receipt requested, or by electronic mail with return confirmation, a copy of this 

Order with the Complaint, within sixty (60) days, to each Person who becomes its officer, 

director, or Designated Manager and who did not previously receive a copy of this Order 

and Complaint. 

C. Require each Person to whom a copy of this Order is furnished pursuant to Paragraphs 

III.A and III.B of this Order to sign and submit to Respondent within sixty (60) days of 

the receipt thereof a statement that: (1) represents that the undersigned has read and 

understands the Order; and (2) acknowledges that the undersigned has been advised and 

understands that non-compliance with the Order may subject Respondent to penalties for 

violation of the Order. 

V. 

IT IS FURTHER ORDERED that Respondent shall file verified written reports within 

ninety (90) days from the date this Order becomes final, annually thereafter for five (5) years on 

the anniversary of the date this Order becomes final, and at such other times as the Commission 

may by written notice require. Each report shall include, among other information that may be 

necessary: 

A. A description of any Information Exchange, including a description of (i) the identity of 

any Competitors participating in such exchange; (ii) the Competitively Sensitive 

Information being exchanged; (iii) the identity of the Third Party Manager and a 

description of how the Competitively Sensitive Information has been and is expected to 

be Managed by the Third Party Manager; and (iv) the identity of each employee of the 

Respondent who received information, directly or indirectly, from the Third Party 

Manager; 

B. Copies of the signed return receipts or electronic mail with return confirmations required 

by Paragraphs III.A, III.B, and III.C of this Order; 

C. One copy of each Communication during the relevant reporting period that relates to 

changes in Respondent’s published list price or multiplier discounts for sales of DIPF 

made in or into the United States when that Communication is to two (2) or more 

customers and those changes are simultaneously applicable to two (2) or more customers; 

and 

D. A detailed description of the manner and form in which Respondent has complied and is 

complying with this Order. 

VI. 

IT IS FURTHER ORDERED that Respondent shall notify the Commission: 

A. Of any change in its principal address within twenty (20) days of such change in address; 

and 
8 

B. At least thirty (30) days prior to any proposed: (1) dissolution of Respondent; (2) 

acquisition, merger, or consolidation of Respondent; or (3) any other change in 

Respondent including, but not limited to, assignment and the creation or dissolution of 

subsidiaries, if such change might affect compliance obligations arising out of this Order. 

VII. 

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

compliance with this Order, Respondent shall permit any duly authorized representative of the 

Commission: 

A. Access, during office hours of Respondent, 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 

Respondent relating to compliance with this Order, which copying services shall be 

provided by Respondent at its expense; and 

B. Upon fifteen (15) days notice, and in the presence of counsel, and without restraint or 

interference from it, to interview officers, directors, or employees of Respondent. 

VIII. 

IT IS FURTHER ORDERED that this Order shall terminate on May 8, 2032. 

By the Commission, Commissioner Ohlhausen not participating. 

Donald S. Clark 

Secretary 

SEAL 

ISSUED: May 8, 2012