UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

________________________________________________

 )

In the Matter of )

 ) 

QUAKER CHEMICAL CORPORATION, )

a corporation; )

)

GLOBAL HOUGHTON LTD. )

a corporation; )

) FTC File No. 171-0125

GULF HOUGHTON LUBRICANTS LTD. ) 

a corporation; )

)

and )

)

AMAS HOLDING SPF )

a private asset management company. )

________________________________________________)

 

AGREEMENT CONTAINING CONSENT ORDERS

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

proposed acquisition by Proposed Respondent Quaker Chemical Corporation of the voting 

securities of Proposed Respondent Global Houghton Ltd. and (ii) the proposed acquisition of 

newly issued shares of Quaker Chemical Corporation stock by Proposed Respondent AMAS 

Holding Spf (“AMAS”), the ultimate parent entity of Proposed Respondent Global Houghton

Ltd. and Proposed Respondent Gulf Houghton Lubricants Ltd. (each a “Proposed Respondent,” 

and collectively “ Proposed Respondents”).

The Bureau of Competition and Proposed Respondents enter into this Agreement 

Containing Consent Orders (“Consent Agreement”) to divest certain assets and to provide other 

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

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

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

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

1. Proposed Respondent Quaker Chemical Corporation is a corporation organized, existing, 

and doing business under and by virtue of the laws of the Commonwealth of 

Pennsylvania with its executive offices and principal place of business located at One 
AGREEMENT CONTAINING CONSENT ORDERS PAGE 2 OF 10

Quaker Chemical Corporation, et al.

FTC File No. 171-0125

Quaker Park, 901 E. Hector Street, Conshohocken, Pennsylvania 19428-2380.

2. Proposed Respondent Global Houghton Ltd. is a corporation organized, existing, and 

doing business under and by virtue of the laws of the Cayman Islands with its principal 

place of business located at Whitehall House, 238 North Church St., P.O. Box 1043, 

George Town Grand Cayman, Cayman Islands, KY1-1102, and its United States address 

for service of process and the Complaint, the Decision and Order, and the Order to 

Maintain Assets, as follows: Michael Baxter, Morgan, Lewis & Bockius LLP, 1701 

Market Street, Philadelphia, Pennsylvania 19103-2921. 

3. Proposed Respondent Gulf Houghton Lubricants Ltd. is a corporation organized, 

existing, and doing business under and by virtue of the laws of the Cayman Islands with 

its executive offices and principal place of business located at Whitehall House, 238 

North Church St., P.O. Box 1043, George Town Grand Cayman, Cayman Islands, KY1-

1102, and its United States address for service of process and the Complaint, the Decision 

and Order, and the Order to Maintain Assets, as follows: Michael Baxter, Morgan, Lewis 

& Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania 19103-2921.

4. Proposed Respondent AMAS Spf is a société de gestion de patrimoine familial, 

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

Duchy of Luxembourg, with its executive offices and principal place of business located 

at 412F, Route d’Esch, L, 2086, Luxembourg City, Luxembourg, and its United States 

address for service of process and the Complaint, the Decision and Order, and the Order 

to Maintain Assets, as follows: Michael Baxter, Morgan, Lewis & Bockius LLP, 1701 

Market Street, Philadelphia, Pennsylvania 19103-2921.

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

here attached.

6. Proposed Respondents waive:

a. any further procedural steps;

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

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

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

of the Decision and Order or the Order to Maintain Assets entered pursuant to this 

Consent Agreement; and

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

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

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

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

jurisdictional facts, are true. 
AGREEMENT CONTAINING CONSENT ORDERS PAGE 3 OF 10

Quaker Chemical Corporation, et al.

FTC File No. 171-0125

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

Rule 2.33, 16 C.F.R. § 2.33, no later than thirty (30) days after the date on which 

Proposed Respondents execute this Consent Agreement, and subsequent compliance 

reports every thirty (30) days thereafter until the Order to Maintain Assets becomes final. 

After the Order to Maintain Assets becomes final, the reporting obligations contained in 

the Order to Maintain Assets shall control and the reporting obligations under this 

Consent Agreement shall cease. Each compliance report shall set forth in detail the 

manner in which Proposed Respondents have complied, have prepared to comply, are 

complying, and will comply with the Consent Agreement, the Decision and Order, and 

the Order to Maintain Assets. Proposed Respondents shall provide sufficient information 

and documentation to enable the Commission to determine independently whether 

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

Order, and the Order to Maintain Assets. 

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

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

employee of the submitting Proposed Respondent specifically authorized to perform this 

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

receive an original and two (2) copies of each compliance report. Proposed Respondents

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

Commission and electronic copies of each compliance report with the Secretary at 

ElectronicFilings@ftc.gov and with the Compliance Division at bccompliance@ftc.gov. 

In addition, Proposed Respondents shall provide a copy of each compliance report to the 

Monitor, if one has been appointed pursuant to the Decision and Order and/or the Order 

to Maintain Assets.

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

Agreement, shall not become part of the public record of the proceeding unless and until 

the Commission accepts the Consent Agreement. If the Commission accepts this 

Consent Agreement, the Commission will place it, together with the Complaint, the 

proposed Decision and Order, the Order to Maintain Assets, an explanation of the 

provisions of the proposed Decision and Order and the Order to Maintain Assets, and any 

other information that may help interested persons understand the orders, on the public 

record for the receipt of comments for thirty (30) days. 

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

Complaint (in such form as circumstances may require) and the Order to Maintain Assets 

in this matter at any time after it accepts the Consent Agreement for public comment. 

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

Agreement, the Commission thereafter may withdraw its acceptance of this Consent 

Agreement and notify Proposed Respondents, in which event the Commission will take 

such action as it may consider appropriate. If the Commission does not subsequently 

withdraw such acceptance pursuant to Commission Rule 2.34, 16 C.F.R. § 2.34, and it 

has already issued the Complaint and the Order to Maintain Assets, the Commission may, 

without further notice to Proposed Respondents, issue the attached Decision and Order 
AGREEMENT CONTAINING CONSENT ORDERS PAGE 4 OF 10

Quaker Chemical Corporation, et al.

FTC File No. 171-0125

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

proceeding. 

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

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

Assets to Proposed Respondents by any means provided in Commission Rule 4.4(a), 16 

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

identified in this Consent Agreement, shall constitute service to Proposed Respondents. 

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

Proposed Respondents also waive any rights they may otherwise have to service of any 

Appendices attached to or incorporated by reference into the Decision and Order or the 

Order to Maintain Assets, if Proposed Respondents are already in possession of such 

Appendices, and agree that they are bound to comply with and will comply with the 

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

been served with copies of the Appendices. 

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

Order to Maintain Assets, and no agreement, understanding, representation, or 

interpretation not contained in the Decision and Order, the Order to Maintain Assets, or 

the Consent Agreement may be used to vary or contradict the terms of the Decision and 

Order or the Order to Maintain Assets.

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

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

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

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

obtaining any necessary approvals from governmental authorities, leaseholders, 

and other third parties to effectuate the divestitures, assignments, and transfers;

and

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

relief contemplated by this Consent Agreement, the Decision and Order, and the 

Order to Maintain Assets are parties to this Consent Agreement and are bound as 

if they had signed this Consent Agreement and were made parties to this 

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

Decision and Order, and the Order to Maintain Assets, or will be after the 

acquisition. 

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

and the Order to Maintain Assets. Proposed Respondents agree to comply with the terms 

of the proposed Decision and Order and the Order to Maintain Assets from the date they 

sign this Consent Agreement. Proposed Respondents understand that once the 

Commission has issued the Decision and Order and the Order to Maintain Assets, they

will be required to file one or more compliance reports setting forth in detail the manner 

in which they have complied, have prepared to comply, are complying, and will comply 
AGREEMENT CONTAINING CONSENT ORDERS PAGE 5 OF 10

Quaker Chemical Corporation, et al.

FTC File No. 171-0125

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

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

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

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

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

Decision and Order and of the Order to Maintain Assets.
AGREEMENT CONTAINING CONSENT ORDERS 

Quaker Chemical Corporation. et al. 

FfC File No. 171-0125 

QUAKER CHEMICAL CORPORATION 

By:/h~~~ 

~arry '---

Chairman of the Board, Chief Executive Officer and President 

Quaker Chemical Corporation 

e C. Lewers, Esq. 

rinker Biddle & Reath LLP 

Counsel for Quaker Chemical Corporation 

Date: 11 

PAGE 6 OF 10 

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AGREEMENT CONTAININ(i CONSENT ORDERS 

Quaker Chemical Corpomtion, er 11I. 

FTC File Nu. 171-0125 

GULF HOUGHTON LUBRICANTS LTD. 

,---

By: - ~ ,,:~:~-~ ,:.- -/ (-:. .. ·. ~-?: • ~ ~--·- ' 

Sandra A. Georgeson 

Dirc1:tor 

Gulf Houghton Lubricants Ltd. 

May\!r Bnn,vn !.LP 

Counsel for Gulf I lought(ln Lubricants Ltd. 

June 28, 2019 Dat~: ___________ _ 

PAGE 8 OF JO 
AGREE;MENT CONTArNING CONSENT ORDERS 

Quaker Chemical Corporation, et al. 

FTC F'ileNo .. 171-0125 

AMAS HOL,OING Spf 

( -)\ (L 

Lk l/ / . ·. - ----:;~ -·--'- ------ Scq.!c Krnnccnblum 

Category A Director 

AMAS Hqlding· Spf 

D July2,2019 ate: __________ _ 

/ ' ,, j' , t.' ( I ,'.) . / \ I I ~ l l / 1 ..,.,. , , • 

By: / 

ivliclmd l'utdck Gregory Kelleher 

Category B Dire·ctor 

AMAS Holding Spf 

July 2, 2019 Dnh:: _ ____ ___ _ 

!foo11 

Mayer Brown LLP 

C\111rn,d for AMAS Holding Spf 

P. Ptrln 

Dah:: ___July 2, _ 2019 _ 

PAGE 9 OF 10 
AGREEMENT CONTAINING CONSENT ORDERS 

Quaker Chemical Corporation, et al. 

FrC File No. 171-0125 

FE:H!ERAL TRADE COMMISSION 

·' 

By: 

TmyThomas 

Attorney 

-~1~~ ~ 

Bureau of Com etition 

,,,.-:::;. ,,;, 

/ . . 

( "~~·--~-······~ \ _,.,, ·--- ···•···· 

-- Peter ichman 

Assistant Director 

Bureau of Competition 

Ian 

~ Conner 

Deputy Director 

Bureau· of Competitio 

PAGE10OF10