UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

In the Matter of 

) 

) 

) 

ARDAGH GROUP, S.A. ) 

a public limited liability company, ) 

) 

SAINT -GOBAIN CONTAINERS, INC. ) 

a corporation, 

and 

COMPAGNIE DE SAINT -GOBAIN, 

a corporation. 

) 

) 

) 

) 

) 

) 

) 

Docket No. D-9356 

AGREEMENT CONTAINING CONSENT ORDERS 

The agreement herein, by and between Respondent Ardagh Group, S.A. ("Respondent 

Ardagh"), Respondent Saint-Gobain Containers, Inc. (also known as Verallia North America 

("VNA"), and Respondent Compagnie de Saint-Gobain ("CSG"), by their duly authorized 

officers, hereafter sometimes referred to as Respondents, and their attorneys, and counsel for the 

Federal Trade Commission, is entered into in accordance with the Commission's Rule governing 

consent order procedures. In accordance therewith the parties hereby agree that: 

1. Respondent Ardagh Group, S.A. is a limited liability corporation organized, existing, and 

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

principal place of business at 56, rue Charles Martel, Luxembourg, and its United States 

office and principal place of business located at 401 E. Jackson Street, Suite 2800, 

Tampa. FL 33602. 

2. Respondent Saint-Gobain Containers, Inc. is a corporation organized, existing, and doing 

business under, and by virtue of, the laws of the state of Delaware with its principal place 

of business located at 1509 S. Macedonia Ave, Muncie, IN 47302. 

3. Respondent Compagnie de Saint-Gobain is a corporation organized, existing, and doing 

business under, and by virtue of, the laws of France with its office and principal place of 

business located at ''Les Miroirs," 18 avenue d' Alsace, Courbevoie, France, and its 

United States office and principal place of business located at 750 E. Swedesford Rd, 

Valley Forge, PA 19482. 
4. Respondents admit all the jurisdictional facts set forth in the Complaint. 

5. Respondents waive: 

a. Any further procedural steps; 

b. The requirement that the Commission's Decision and Order and Order to Hold 

Separate and Maintain Assets ("Orders"), both attached hereto and made a part 

hereof, contain statements 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 Orders entered pursuant to this Consent Agreement; and 

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

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

Order to Hold Separate and Maintain Assets in this matter at any time after it accepts this 

Consent Agreement for public comment. 

7. Thirty (30) days after this Consent Agreement is signed by the Respondents, Respondent 

Ardagh shall submit its initial compliance report, pursuant to Section 2.33 of the 

Commission Rules, 16 C.F.R. § 2.33, and thereafter, shall submit compliance reports 

every thirty (30) days until the Order to Hold Separate and Maintain Assets becomes 

final, at which time the reporting obligations contained in the Order to Hold Separate and 

Maintain Assets (other than the requirement to submit an initial report pursuant to this 

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

manner in which Respondent Ardagh has complied, is complying, and will comply with 

the Consent Agreement, and each provision of the Orders. Respondent Ardagh shall 

provide sufficient information and documentation to enable the Commission to determine 

independently that Respondent Ardagh is in compliance with the Consent Agreement and 

each of the Orders. 

8. Each compliance report shall be either verified by a notarized signature or self-verified in 

a manner set forth in 28 U.S.C. § 1746. Section 2.41(a) ofthe Commission's Rules of 

Practice requires that an original and two copies of all compliance reports be filed with 

the Commission. Respondent Ardagh shall file an original report and one copy with the 

Secretary of the Commission, and shall send at least one copy directly to the Bureau of 

Competition's Compliance Division. 

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

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

2 
the Consent Agreement is accepted by the Commission. If this Consent Agreement is 

accepted by the Commission, it will be placed on the public record for a period of thirty 

(30) days and information in respect thereto publicly released. The Commission 

thereafter may either withdraw its acceptance of this Consent Agreement and so notify 

the Respondents, in which event the Commission will take such action as it may consider 

appropriate, or issue and serve its Decision and Order, in disposition of the proceeding. 

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

admission by Respondents that the law has been violated as alleged in the Complaint, or 

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

11 . This Consent Agreement contemplates that, if it is accepted by the Commission, the 

Commission may (a) issue and serve its Order to Hold Separate and Maintain Assets; and 

(b) make information public with respect thereto. If such acceptance is not subsequently 

withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 

C.F.R. § 2.34, the Commission may, without further notice to Respondents, issue the 

attached Decision and Order containing an order to divest and providing for other relief 

in the disposition of the proceeding. 

12. When final, the Orders 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. The Orders shall become final upon service. Delivery of the Orders to the 

Respondents by any means provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), 

including, without limitation, delivery to an office within the United States of the counsel 

for the Respondents identified on this Consent Agreement, shall constitute service. 

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

Respondents also waive any right they may otherwise have to service of any appendices 

attached or incorporated by reference into the Orders, if Respondents are already in 

possession of copies of such appendices, and agrees that it is bound to comply with and 

will comply with the Orders to the same extent as if it had been served with copies of 

such appendices. 

13. The Complaint may be used in construing the terms of the Orders, and no agreement, 

understanding, representation, or interpretation not contained in the Orders, or the 

Consent Agreement may be used to vary or contradict the terms of the Orders. 

14. By signing this Consent Agreement, Respondents represent and warrant that they can 

fulfill all the terms of the Order to Hold Separate and Maintain Assets and accomplish the 

full relief contemplated by the attached Decision and Order (including effectuating the 

required divestitures, as well as any necessary assignments or transfers) and that all 

parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief 

contemplated by this Consent Agreement are parties to this Consent Agreement or within 

the control of parties to this Consent Agreement. 

3 
15. Respondents have read the Complaint, and the Orders. Respondent Ardagh understands 

that once the Orders have been issued, Respondent Ardagh will be required to file one or 

more compllance·reports showing that Respondent Ardagh has fu11y complied with the 

Orders. 

16. The Respondents agree to comply with the applicable terms of the proposed Orders from 

the date the Respondents sign this Consent Agreement. 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 Hold Separate and Maintain 

Assets after such Orders become final. 

A 

By: Paul Coulson 

Chairman 

Ardagh Group S.A. 

Dated: _____________ __ 

By: Richard Parker 

O'Melveny & Myers LLP 

Counsel for Ardagh Group S.A. 

Dated: ----------------

SAINT -GOBAIN CONTAINERS, INC. 

By: Joseph Grewe 

President & Chief Executive Officer 

Saint-Gobain Containers, Inc. 

Dated:--------

An eA.Mina 

Attorney 

B~uofCompetition 

4 

Assistant Director 

Bureau of Competition 

Nonnan Annstrong, Jr. 

Deputy Director 

Bureau of Competition 

Deborah L. Feinstein 

Director 

Bureau of Competition 

Dated: ~ ;l ¥. r}_IJ If 

REDACTED REDACTED REDACTED REDACTED REDACTED
15. Respondents have read the Complaint, and the Orders. Respondent Ardagh understands 

that once the Orders have been issued, Respondent Ardagh will be required to file one or 

more compliance reports showing that Respondent Ardagh has fully complied with the 

Orders. 

16. The Respondents agree to comply with the applicable terms of the proposed Orders from 

the date the Respondents sign this Consent Agreement. 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 Hold Separate and Maintain 

Assets after such Orders become final. 

ARDAGH GROUP S.A. 

By: Paul Coulson 

Chairman 

Ardagh Group S.A. 

O'Melveny & Myers LLP 

Counsel for Ardagh Group S.A. 

Dated: '2 ~ ['rv\Q. / l/ 

SAJNT-GOBAIN CONTAINERS, INC. 

By: Joseph Grewe 

President & Chief Executive Officer 

Saint-Gobain Containers, Inc. 

Dated: ----------------

4 

FEDERAL TRADE COMMISSION 

Angelike A. Mina 

Attorney 

Bureau of Competition 

APPROVED: 

Catharine M. Moscatelli 

Assistant Director 

Bureau of Competition 

Norman Armstrong, Jr. 

Deputy Director 

Bureau of Competition 

Deborah L. Feinstein 

Director 

Bureau of Competition 

Dated: ------------------

REDACTED
1 5. Respondents have read the Complaint, and the Orders. Respondent Ardagh understands 

that once the Orders have been issued, Respondent Ardagh will be required to file one or 

more compliance reports showing that Respondent Ardagh has fully complied with the 

Orders. 

16. The Respondents agree to comply with the app~icable terms of the proposed Orders from 

the date the Respondents sign this Consent Agreement. 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 Hold Separate and Maintain 

Assets after such Orders become final. 

ARDAGH GROUP S.A. 

By: Paul Coqlson 

Cbainnan 

Ardagh Group S.A. 

Dated: ---------

By: Richard Parker 

O'Melveny & Myers LLP 

Counsel tbr Ardagh Group S.A. 

Dated: ---------

GOBAIN CONTAINERS, INC. 

eph Grewe 

esident & Chief Executive Officer 

Saint-Gobwn Containers, Inc. 

Dated: z.{ tJ~ ZP~ 

4 

FEDERAL TRADE COMMISSION 

Angelike A. Mina 

Attorney 

Bureau of Competition 

APPROVED: 

Catharine M. Moscatelli 

Assistant Director 

Bureau of Competition 

Norman Armstrong, Jr. 

Deputy Director 

Bureau of Competition 

Deborah L. Feinstein 

Director 

Bureau of Competition 

Dated: ---------

REDACTED
COMPAGNIE DE SAINT-GOBAIN 

By: Pierri.Ofldre de ChaJendar

Chief Executive Officer 

Compagnie de Saint-Gobain 

By: Christine A. Varney 

Cravath, Swaine & Moore LLP 

Counsel for Saint-Gobain Containers, Inc. and 

Compagnie de Saint-Gobain 

Dated: 

--------

5 

REDACTED
COMPAGNIE DE SAINT-GOBAIN 

By: Pierre-Andre de Chalendar 

ChiefExecutive Officer 

Compagnie de Saint-Gobain 

Dated: --------

By: Christine A. Varney 

Cravatb, Swaine & Moore 

Counsel for Saint-Gobain Containers, Inc. and 

Compagnie de Saint-Gobain 

Dated: _>...;;./_'t4......_.)'-'-14...____ 

5 

REDACTED