ANALYSIS OF AGREEMENT CONTAINING CONSENT ORDERS 

TO AID PUBLIC COMMENT 

In the Matter ofAmerican Securities Partners VII, L.P.; Prince International Corporation; 

and Ferro Corporation 

File No. 211-0131 

The Federal Trade Commission ("Commission") has accepted, subject to final approval, 

an Agreement Containing Consent Orders ("Consent Agreement") from American Securities 

Partners VII, L.P. ("American Securities"), Prince International Corporation ("Prince"), and 

Ferro Corporation ("Ferro") that is designed to remedy the anticompetitive effects resulting from 

Prince's acquisition of Ferro. Pursuant to an agreement dated May 11, 2021, American 

Securities proposes to acquire Ferro in a transaction valued at approximately $2.1 billion (the 

"Proposed Acquisition"). The Commission alleges in its Complaint that the Proposed 

Acquisition, if consummated, would violate Section 7 ofthe Clayton Act, as amended, 15 U.S.C. 

§ 18, and Section 5 ofthe Federal Trade Commission Act, as amended, 15 U.S.C. § 45, by 

lessening competition in the following the markets: (1) porcelain enamel frit; (2) glass enamel; 

and (3) forehearth colorants. The Consent Agreement will remedy the alleged violations by 

preserving the competition that otherwise would be eliminated by the Proposed Acquisition. 

Under the terms ofthe proposed Decision and Order ("Order"), Respondents are required 

to divest all ofPrince's rights and assets related to the following three plants: (1) the porcelain 

enamel and forehearth colorants plant located in Leesburg, Alabama; (2) the porcelain enamel 

and forehearth colorants plant located in Bruges, Belgium; and (3) the glass enamel plant located 

in Cambiago, Italy. The Commission and Respondents have agreed to an Order to Maintain 

Assets that requires Respondents to operate and maintain each divestiture plant in the normal 

course ofbusiness until the products are ultimately divested. The Commission also issued the 

Order to Maintain Assets. 

The Consent Agreement has been placed on the public record for thirty days for receipt 

of comments from interested persons. Comments received during this period will become part of 

the public record. After thirty days, the Commission will again evaluate the Consent Agreement, 

along with the comments received, to make a final decision as to whether it should withdraw 

from the Consent Agreement, modify it, or make final the proposed Order. 

I. The Respondents 

Respondent American Securities Partners VII, L.P. ("American Securities") is a private 

equity firm headquartered in New York, New York. 

Respondent Prince International Corporation ("Prince") is a wholly owned subsidiary of 

American Securities. Prince manufactures a variety of chemicals, minerals, and industrial 

additives, including porcelain enamel frit, glass enamel, and forehearth colorant. Prince is 

headquartered in Houston, Texas. 

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Respondent Ferro Corporation ("Ferro") manufactures a variety of functional coatings 

and color solutions, including porcelain enamel frit, glass enamel, and forehearth colorant. Ferro 

is headquartered in Mayfield, Ohio. 

II. The Products and Structure of the Markets 

Porcelain enamel frit is a glass-based product used to create heat resistant, scratch and 

corrosion resistant coatings (porcelain enamel) for appliances, water heaters, cookware, and 

other applications. Porcelain enamel frit is necessary to make porcelain enamel coating. There 

are no good substitutes for porcelain enamel coating in the various applications in which it is 

used. Prince supplies its U.S. customers from a plant in Leesburg, Alabama while Ferro 

suppliers its U.S. customers from a plant in Villagran, Mexico. North America is the relevant 

geographic area in which to assess the competitive effects ofthe Proposed Acquisition in 

porcelain enamel frit. The North American market for porcelain enamel frit is highly 

concentrated. Respondents have a dominant combined share of sales ofthe overall North 

American market for porcelain enamel frit and an even higher share ofthe sales ofthe noncaptive, merchant North American market for porcelain enamel frit. Almost all ofthe porcelain 

enamel frit production capacity in North America outside ofthat owned by Respondents is 

possessed by competitors who use it internally and consequently little if any is sold to merchant 

customers. 

Glass enamel is a liquid paste or powder that is added to glass surfaces, such as appliance 

doors, architectural panels, and glass bottles, for aesthetic purposes, such as adding color or 

decoration; and to automotive windshields, for functional purposes, such as blocking UV light. 

There are no good substitutes for glass enamel in the various applications in which it is used. 

Prince supplies its U.S. customers from a plant in Cambiago, Italy while Ferro suppliers its U.S. 

customers from a plant in Villagran, Mexico. The world is the relevant geographic area in which 

to assess the competitive effects ofthe Proposed Acquisition in glass enamel. The world market 

for glass enamel is highly concentrated, with the two leading producers, Ferro and Fenzi 

Holdings SPV S.p.A ("Fenzi"), having a dominant combined market share. Prince is the third 

largest competitor. 

Forehearth colorants are glass-based powders added to the forehearths of glass furnaces 

during the manufacture of glass bottles to impart a specific color to bottles. There is no good 

substitute for forehearth colorants. Prince supplies its U.S. forehearth colorants customers from 

a plant in Bruges, Belgium and further processes the product at Leesburg, Alabama, while Ferro 

supplies its U.S. customers from a plant in Villagran, Mexico and further processes the product 

at Orrville, Ohio. The world is the relevant geographic area in which to assess the competitive 

effects ofthe Proposed Acquisition in forehearth colorants. The world market for forehearth 

colorants is highly concentrated. Ferro and Prince are the two largest producers of forehearth 

colorants in the world, with a dominant combined market share. 

III. Entry 

Entry into the three markets at issue would not be timely, likely, or sufficient in 

magnitude, character, and scope to deter or counteract the anticompetitive effects ofthe 

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Proposed Acquisition. Constructing a new plant and acquiring approvals at customer accounts is 

costly and lengthy. 

IV. Competitive Effects 

The Proposed Acquisition will eliminate competition between Prince and Ferro and likely 

allow the merged firm to unilaterally increase the price in the North American market for 

porcelain enamel frit and in the world market for forehearth colorants. The Proposed 

Acquisition will eliminate Prince as an independent competitor in the world market for glass 

enamel. By removing Prince, the third large competitor in the world and the firm most likely to 

expand market share in the United States, the Proposed Acquisition decreases the likelihood of 

future price competition and increases the likelihood of coordination between the merged firm 

and its largest competitor, Fenzi. 

V. The Proposed Order and the Order To Maintain Assets 

The proposed Order and the Order to Maintain Assets effectively remedy the competitive 

concerns raised by the Proposed Acquisition for the three relevant products at issue. Pursuant to 

the proposed Order, the parties are required to divest Prince's rights and assets related to the 

three relevant products to KPS Capital Partners, L.P. ("KPS"). The parties must accomplish 

these divestitures no later than 10 days after Prince consummates the Proposed Acquisition. The 

proposed Order further allows the Commission to appoint a trustee in the event the parties fail to 

divest the products. 

The Commission's goal in evaluating possible purchasers of divested assets is to maintain 

the competitive environment that existed prior to the Proposed Acquisition. KPS is a capable 

purchaser with management and employees who have experience acquiring and improving 

industrial assets resulting from corporate carve-outs, including those resulting from U.S. 

Department ofJustice and Federal Trade Commission consent decrees. It will be able to 

replicate the competition otherwise lost from the Proposed Acquisition. 

The proposed Order contains several provisions to help ensure that the divestitures are 

successful. The proposed Order requires Prince to provide transitional services to KPS to assist 

it in establishing its back-office capabilities. 

Under the proposed Order, the Commission also will appoint a Monitor to ensure that 

Prince complies with its obligations under the proposed Order and Order to Maintain Assets. 

The Commission has appointed Smith & Williamson as the Monitor. Smith & Williamson is a 

leading UK accountancy firm with over 1800 UK employees and has 17 years of experience 

acting as a monitor trustee. Smith & Williamson has prior monitoring experience in divestitures 

ordered by both the Commission and the European Commission ("EC"). The EC also has 

approved Smith & Williamson as the Monitor in this matter. 

In addition to requiring plant divestitures, the proposed Order requires Respondent 

American Securities to obtain prior approval from the Commission before acquiring assets for 

the manufacture and sale of products in any ofthe three relevant markets for ten years. The prior 

approval provision is necessary because an acquisition of assets for the manufacture and sale of 

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products in any of the three relevant markets likely would raise the same competitive concerns as 

the Acquisition. The proposed Order further requires KPS to obtain prior approval from the 

Commission for a period of 3 years before transferring any of the divested assets to any buyer, 

and for a period of 7 additional years to any buyer with an interest in assets for the manufacture 

and sale of products in any of the three relevant markets. 

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The purpose of this analysis is to facilitate public comment on the Consent Agreement 

and proposed Order to aid the Commission in determining whether it should make the proposed 

Order final. This analysis is not an official interpretation of the proposed Order and does not 

modify its terms in any way. 

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