191 0087

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Joseph J. Simons, Chairman

Noah Joshua Phillips

Rohit Chopra

Rebecca Kelly Slaughter

Christine S. Wilson

In the Matter of

Docket No. C-4708

One Rock Capital Partners II, LP

 a limited partnership,

FXI Holdings, Inc.

 a corporation,

 and

Bain Capital Fund XI, LP

 a limited partnership,

 and

Innocor, Inc.

 a corporation.

ORDER TO MAINTAIN ASSETS

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

proposed acquisition by Respondent FXI Holdings, Inc., an indirect subsidiary of Respondent 

One Rock Capital Partners II, LP, of Respondent Innocor, Inc., an indirect subsidiary of 

Respondent Bain Capital Fund XI, LP (each a “Respondent,” and collectively “Respondents”). 

The Commission’s Bureau of Competition prepared and furnished to Respondents the Draft 

Complaint, which it proposed to present to the Commission for its consideration. If issued by the 

Commission, the Draft Complaint would charge Respondents with violations of Section 7 of the 
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Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, 

as amended, 15 U.S.C. § 45.

Respondents and the Bureau of Competition executed an Agreement Containing Consent 

Order (“Consent Agreement”) containing (1) an admission by Respondents of all the 

jurisdictional facts set forth in the Draft Complaint, (2) a statement that the signing of said 

agreement is for settlement purposes only and does not constitute an admission by 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, (3) waivers and other provisions as 

required by the Commission’s Rules, and (4) a proposed Decision and Order and Order to 

Maintain Assets.

The Commission considered the matter and determined to accept the executed Consent 

Agreement and to place such Consent Agreement on the public record for a period of 30 days for 

the receipt and consideration of public comments. Now, in further conformity with the 

procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission issues its 

Complaint, makes the following jurisdictional findings and issues this Order to Maintain Assets:

1. Respondent One Rock Capital Partners II, LP is a limited partnership organized, existing, 

and doing business under and by virtue of the laws of Delaware, with its executive offices 

and principal place of business located at 30 Rockefeller Plaza, 54th Floor, New York,

NY 10112.

2. Respondent FXI Holdings, Inc. is a corporation organized, existing, and doing business 

under and by virtue of the laws of Delaware, with its executive offices and principal place 

of business located at 100 Matsonford Road, 5 Radnor Corporate Center, Suite 300, 

Radnor, PA 19087-4560.

3. Respondent Bain Capital Fund XI, LP is a limited partnership 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 200 Clarendon Street, Boston, MA 

02116. 

4. Respondent Innocor, Inc. is a corporation, existing, organized, and doing business under 

and by virtue of the laws of New Jersey, with its executive offices and principal place of 

business located at 200 Schulz Drive, Red Bank, NJ 07701.

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

and of Respondents, and this proceeding is in the public interest.
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ORDER

I. Definitions

IT IS HEREBY ORDERED that, as used in this Order to Maintain Assets, the 

following definitions, and all other definitions used in the Consent Agreement and the Decision 

and Order, shall apply:

A. “Asset Maintenance Period” means the period commencing on the date the Commission 

issues this Order to Maintain Assets and ending on the last Divestiture Date.

B. “Assets To Be Maintained” means the Polyurethane Foam Assets and the Polyurethane 

Foam Business. 

C. “Decision and Order” means: 

1. The proposed Decision and Order contained in the Consent Agreement in this 

matter, until issuance of a final Decision and Order by the Commission; and 

2. The final Decision and Order, once it is issued by the Commission in this matter.

II. Asset Maintenance

IT IS FURTHER ORDERED that during the Asset Maintenance Period, Respondents 

shall operate the Assets To Be Maintained in the ordinary course of business consistent with past 

practices, and shall:

A. Take such actions as are necessary to maintain the full economic viability, marketability, 

and competitiveness of the Assets To Be Maintained, to minimize any risk of loss of 

competitive potential of the Assets To Be Maintained, to operate the Assets To Be 

Maintained in a manner consistent with applicable laws and regulations, and to prevent 

the destruction, removal, wasting, deterioration, or impairment of the Assets To Be 

Maintained (including regular repair and maintenance efforts), except for ordinary wear 

and tear. Respondents shall not sell, transfer, encumber, terminate the operations of, or 

otherwise impair the Assets To Be Maintained (other than in the manner prescribed in the 

Decision and Order and this Order to Maintain Assets), nor take any action that lessens 

the full economic viability, marketability, or competitiveness of the Assets To Be 

Maintained; and

B. Conduct or cause to be conducted the Assets To Be Maintained in the regular and 

ordinary course of business and in accordance with past practice and as may be necessary 

to preserve the full economic viability, marketability, and competitiveness of the Assets 

To Be Maintained, and shall use best efforts to preserve the existing relationships with 

suppliers, customers, employees, governmental authorities, vendors, landlords, creditors, 

agents, and others having business relationships with the Assets To Be Maintained. 

Included in the above obligations, Respondents shall:
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1. Make any payment required to be paid under any contract or lease when due, and 

otherwise satisfy all liabilities and obligations associated with the Assets To Be 

Maintained;

2. Provide the Assets To Be Maintained with sufficient financial and other resources 

to operate at least at current rates of operation, to meet all capital calls, to perform 

routine or necessary maintenance, to repair or replace facilities and equipment, 

and to carry on at least at their scheduled pace all capital projects, business plans, 

development projects, and commercial activities; 

3. Provide such other resources as may be necessary to respond to competition 

against the Assets To Be Maintained, prevent diminution in sales of the Assets To 

Be Maintained, and maintain the competitive strength of the Assets To Be 

Maintained; 

4. Provide support services at levels customarily provided by Respondents; 

5. Maintain all licenses, permits, approvals, authorizations, or certifications related 

to or necessary for the operation of the Assets To Be Maintained, and otherwise 

operate the Assets To Be Maintained in accordance and compliance with all 

regulatory obligations and requirements; 

6. Maintain the Business Information of the Assets To Be Maintained;

7. Maintain the working conditions, staffing levels, and a work force of equivalent 

size, training, and expertise associated with the Assets To Be Maintained, 

including:

a. Continuing to provide each of the Polyurethane Foam Employees with all 

employee benefits offered by Respondents, including regularly scheduled 

or merit raises and bonuses, and regularly scheduled vesting of all 

benefits;

b. Providing reasonable financial incentives to encourage Polyurethane Foam 

Employees to continue in his or her position until the Divestiture Date, 

and as may be necessary to facilitate the employment of such 

Polyurethane Foam Employees by the proposed Acquirer following the 

Divestiture Date;

c. When vacancies occur, replacing the employees in the regular and 

ordinary course of business, in accordance with past practice; and

d. Not transferring any of the Polyurethane Foam Employees to any of 

Respondents’ assets or businesses that Respondents will not be divesting; 

and
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8. Not reduce, change, or modify in any material respect, the levels of production, 

quality, pricing, service, or customer support typically associated with the Assets 

To Be Maintained, other than changes in the ordinary course of business. 

Provided, however, that Respondents shall not be in violation of this Paragraph II if 

Respondents take actions (i) that are explicitly permitted or required by any Divestiture 

Agreement, or (ii) that have been requested or agreed-to by an Acquirer, in writing, and 

approved in advance by the Monitor (in consultation with Commission staff), in all cases 

to facilitate the Acquirer’s acquisition of the Assets To Be Maintained and consistent 

with the purposes of the Decision and Order.

III. Additional Obligations

IT IS FURTHER ORDERED that:

A. Respondents, in consultation with the proposed Acquirer, for the purposes of ensuring an 

orderly transition, shall:

1. Develop and implement a detailed transition plan to ensure that the 

commencement of the operation of the Polyurethane Foam Business by the 

Acquirer is not delayed or impaired by the Respondents;

2. Designate employees of Respondents knowledgeable about the operation of the 

Polyurethane Foam Assets and Polyurethane Foam Business, who will be 

responsible for communicating directly with the Acquirer, and the Monitor (if one 

has been appointed), for the purposes of assisting in the transfer to the Acquirer of 

the Polyurethane Foam Assets and Polyurethane Foam Business;

3. Allow the Acquirer reasonable access to all Business Information related to the 

Polyurethane Foam Assets and Polyurethane Foam Business and to employees 

who possess or are able to locate such information; and 

4. Establish projected timelines for accomplishing all tasks necessary to effectuate

the transition to the Acquirer in an efficient and timely manner.

B. Respondents shall:

1. Not provide, disclose, or otherwise make available any Confidential Business 

Information to any person, except as required or permitted by this Order to 

Maintain Assets, the Decision and Order, or a Divestiture Agreement; 

2. Not use any Confidential Business Information for any reason or purpose, other 

than as required or permitted by this Order to Maintain Assets, the Decision and 

Order, or a Divestiture Agreement;

3. To the extent practicable, maintain Confidential Business Information separate 

and apart from other data or information of the Respondents; and

4. Following the Acquisition Date, ensure that Confidential Business Information is 

not shared with Respondents’ employees engaged in polyurethane foam 

production or sales activities in any of the Relevant Areas, other than employees 
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who had access to the information prior to the Acquisition Date in the normal 

course of business and subject to the provisions of III.B.1 and III.B.2 above;

Provided, however, that nothing in this Paragraph III shall prevent Respondents from 

retaining and using any tangible or intangible property that Respondents retain the right 

to use pursuant to the Decision and Order (including Shared Intellectual Property), 

provided further that to the extent that the use of such property involves disclosure of 

Confidential Business Information to another person, Respondents shall require such 

person to maintain the confidentiality of such Confidential Business Information under 

terms no less restrictive than Respondents’ obligations under this Order to Maintain 

Assets and the Decision and Order.

C. Respondents shall devise and implement measures to protect against the storage, 

distribution, and use of Confidential Business Information that is not permitted by this 

Order to Maintain Assets, the Decision and Order, or a Divestiture Agreement. These

measures shall include, but not be limited to, restrictions placed on access by persons to 

information available or stored on any of Respondents’ computers or computer networks.

D. No later than 10 days after the Divestiture Date, Respondents shall provide written 

notification of the restrictions on the use and disclosure of the Confidential Business 

Information by Respondents’ personnel to all of its officers, directors, employees, or 

agents who may have possession or access to such Confidential Business Information. 

Respondents shall require such personnel to acknowledge in writing or electronically 

their receipt and understanding of these written instructions, and shall maintain custody 

of these written instructions and acknowledgments for inspection upon request by the 

Commission.

E. Notwithstanding this Paragraph III of this Order to Maintain Assets, and subject to the 

Decision and Order, Respondent may use Confidential Business Information:

1. For the purpose of performing Respondents’ obligations under this Order to 

Maintain Assets, the Decision and Order, or a Divestiture Agreement; and

2. For purposes of complying with financial reporting requirements, obtaining legal 

advice, ensuring compliance with legal and regulatory requirements, prosecuting 

or defending legal claims, conducting investigations, or as otherwise required by 

law.

F. No later than the Divestiture Date, Respondents shall, at their sole expense, obtain each 

Consent required to transfer the Polyurethane Foam Assets, including Contracts and 

Governmental Authorizations. Respondents may satisfy this requirement for a required 

Consent by certifying that the Acquirer has equivalent arrangements or has otherwise 

directly obtained the necessary Consent.

Provided, however, it is not a violation of this provision for Respondents not to transfer a 

Contract or Governmental Authorization that Respondents have no legal right to assign, 

transfer or sublicense (even by obtaining relevant Consents) so long as (i) prior to signing 

the Consent Order, Respondents inform Commission staff and the Acquirer that they 

cannot transfer the relevant Contract or Governmental Authorization, and (ii) 
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Respondents assist the Acquirer in obtaining an equivalent Contract or Governmental 

Authorization.

G. Respondents shall cooperate and assist the Acquirer (or any other person with whom 

Respondents engage in negotiations to acquire the Polyurethane Foam Assets) with a due 

diligence investigation of the Polyurethane Foam Assets and the Polyurethane Foam 

Business, including by providing sufficient and timely access to all information and 

employees customarily provided as part of a due diligence process.

H. Respondents shall cooperate with and assist any proposed Acquirer of the Polyurethane 

Foam Assets to evaluate independently and offer employment to the Polyurethane Foam 

Employees relating to each of the Polyurethane Foam Facilities, with such cooperation to 

include at least the following: 

1. Not later than 5 business days after a request from a proposed Acquirer, 

Respondents shall, to the extent permitted by applicable law: 

a. Provide to the proposed Acquirer a list of all Polyurethane Foam 

Employees and provide Employee Information for each; and 

b. Allow the proposed Acquirer a reasonable opportunity to interview any 

Polyurethane Foam Employees;

2. Not later than 10 days after a request from a proposed Acquirer, Respondents

shall provide an opportunity for the proposed Acquirer to: 

a. Meet personally, and outside the presence or hearing of any employee or 

agent of Respondents, with any of the Polyurethane Foam Employees; and 

b. Make offers of employment to any of the Polyurethane Foam Employees;

3. Respondents shall not directly or indirectly interfere with a proposed Acquirer’s 

offer of employment to any one or more of the Polyurethane Foam Employees, 

not offer any incentive to Polyurethane Foam Employees to decline employment 

with a proposed Acquirer, and not otherwise interfere with the recruitment of any

Polyurethane Foam Employees by a proposed Acquirer; 

I. Respondents shall remove any impediments within the control of Respondents that may 

deter any Polyurethane Foam Employees from accepting employment with a proposed 

Acquirer, including, but not limited to, removal of any non-compete or confidentiality 

provisions of employment or other contracts with Respondents that may affect the ability 

or incentive of those individuals to be employed by a proposed Acquirer, and shall not 

make any counteroffer to any Polyurethane Foam Employees who receive an offer of 

employment from the Acquirer; provided, however, that nothing in this Order to Maintain 

Assets shall be construed to require Respondents to terminate the employment of any 

employee or prevent Respondents from continuing the employment of any employee.
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IV. Monitor

IT IS FURTHER ORDERED that:

A. Edward J. Buthusiem shall serve as the Monitor pursuant to the agreement executed by 

the Monitor and Respondents, and attached as Appendix IV (“Monitor Agreement”) and 

Non-Public Appendix IV-1 (“Monitor Compensation”) to the Decision and Order. The 

Monitor is appointed to monitor Respondents’ compliance with the terms of this Order to 

Maintain Assets, the Decision and Order, and the Divestiture Agreement.

B. No later than 1 day after the date this Order to Maintain Assets is issued, Respondents 

shall, pursuant to the Monitor Agreement, confer on the Monitor all rights, powers, and 

authorities necessary to permit the Monitor to monitor Respondents’ compliance with the 

terms of this Order to Maintain Assets, the Decision and Order, and the Divestiture

Agreement, in a manner consistent with the purposes of the orders. 

C. Respondents shall consent to the following terms and conditions regarding the powers, 

duties, authorities, and responsibilities of the Monitor:

1. The Monitor shall have the power and authority to monitor Respondents’ 

compliance with the divestiture and related requirements of this Order to Maintain 

Assets, the Decision and Order, and the Divestiture Agreement, and shall exercise 

such power and authority and carry out the duties and responsibilities of the 

Monitor in a manner consistent with the purposes of the orders.

2. The Monitor shall act in consultation with the Commission or its staff, and shall 

serve as an independent third party and not as an employee or agent of the 

Respondents or of the Commission.

3. The Monitor shall serve until 30 days after Respondents have satisfied all 

obligations under Paragraph II and IV of the Decision and Order, or until such 

other time as may be determined by the Commission or its staff.

D. Subject to any demonstrated legally recognized privilege, the Monitor shall have full and 

complete access to Respondents’ personnel, books, documents, records kept in the 

ordinary course of business, facilities and technical information, and such other relevant 

information as the Monitor may reasonably request, related to Respondents’ compliance 

with its obligations under this Order to Maintain Assets, the Decision and Order, and the 

Divestiture Agreement.

E. Respondents shall cooperate with any reasonable request of the Monitor and shall take no 

action to interfere with or impede the Monitor’s ability to monitor Respondents’ 

compliance with this Order to Maintain Assets, the Decision and Order, and the 

Divestiture Agreement.

F. The Monitor shall serve, without bond or other security, at the expense of Respondents, 

on such reasonable and customary terms and conditions as the Commission may set. The 

Monitor shall have the authority to employ, at the expense of Respondents, such 

consultants, accountants, attorneys, and other representatives and assistants as are 

reasonably necessary to carry out the Monitor’s duties and responsibilities.
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G. Respondents shall indemnify the Monitor and hold the Monitor harmless against any 

losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the 

performance of the Monitor’s duties, including all reasonable fees of counsel and other 

reasonable expenses incurred in connection with the preparations for, or defense of, any 

claim, whether or not resulting in any liability, except to the extent that such losses, 

claims, damages, liabilities, or expenses result from gross negligence, willful or wanton 

acts, or bad faith by the Monitor. For purposes of this Paragraph IV.G, the term 

“Monitor” shall include all persons retained by the Monitor pursuant to Paragraph IV.F of 

this Order to Maintain Assets.

H. Respondents shall report to the Monitor in accordance with the requirements of this 

Order to Maintain Assets and the Decision and Order, and as otherwise provided in the 

Monitor Agreement approved by the Commission. The Monitor shall evaluate the 

reports submitted by the Respondents with respect to the performance of Respondents’ 

obligations under this Order to Maintain Assets and the Decision and Order. Within 30 

days from the date the Monitor receives the first such report, and every 90 days thereafter 

(and otherwise as the Commission or its staff may request), the Monitor shall report in 

writing to the Commission concerning performance by Respondents of their obligations 

under the orders. The Monitor shall submit a final report to the Commission within 30 

days following the satisfaction by Respondents of all its obligations under Paragraphs II 

and IV of the Decision and Order, unless otherwise directed by the Commission or its 

staff.

I. Respondents may require the Monitor and each of the Monitor’s consultants, accountants,

and other representatives and assistants to sign a customary confidentiality agreement;

provided, however, that such agreement shall not restrict the Monitor from providing any 

information to the Commission.

J. The Commission may require, among other things, the Monitor and each of the Monitor’s 

consultants, accountants, attorneys, and other representatives and assistants to sign an 

appropriate confidentiality agreement related to Commission materials and information 

received in connection with the performance of the Monitor’s duties.

K. If the Commission determines that the Monitor has ceased to act or failed to act 

diligently, the Commission may appoint a substitute Monitor:

1. The Commission shall select the substitute Monitor, subject to the consent of 

Respondents, which consent shall not be unreasonably withheld. If Respondents 

have not opposed, in writing, including the reasons for opposing, the selection of 

a proposed Monitor within 10 days after the notice by the staff of the Commission 

to Respondents of the identity of any proposed Monitor, Respondents shall be 

deemed to have consented to the selection of the proposed Monitor.

2. Not later than 10 days after the appointment of the substitute Monitor, 

Respondents shall execute an agreement that, subject to the prior approval of the 

Commission, confers on the Monitor all rights and powers necessary to permit the 

Monitor to monitor Respondents’ compliance with the relevant terms of this

Order to Maintain Assets, the Decision and Order, and the Divestiture Agreement
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in a manner consistent with the purposes of the orders and in consultation with the 

Commission.

L. The Commission may on its own initiative, or at the request of the Monitor, issue such 

additional orders or directions as may be necessary or appropriate to assure compliance 

with the requirements of this Order to Maintain Assets, the Decision and Order, and the 

Divestiture Agreement.

M. The Monitor appointed pursuant to this Order to Maintain Assets may be the same person 

appointed as a Divestiture Trustee pursuant to the relevant provisions of the Decision and

Order.

V. Compliance Reports

IT IS FURTHER ORDERED that Respondents FXI and One Rock Capital shall file 

verified written reports (“compliance reports”) in accordance with the following:

1. Within 30 days after this Order to Maintain Assets is issued, and every 30 days thereafter 

until this Order to Maintain Assets terminates, Respondents FXI and One Rock Capital

shall submit to the Commission verified written reports (“compliance reports”) setting 

forth in detail the manner and form in which Respondents intend to comply, are 

complying, and have complied with all provisions of this Order to Maintain Assets and 

the Decision and Order. Each compliance report shall contain sufficient information and 

documentation to enable the Commission to determine independently whether 

Respondents are in compliance with this Order to Maintain Assets and the Decision and 

Order. Conclusory statements that Respondents have complied with their obligations 

under this Order to Maintain Assets and the Decision and Order are 

insufficient. Respondents FXI and One Rock Capital shall include in their reports, 

among other information or documentation that may be necessary to demonstrate 

compliance, a full description of the measures Respondents have implemented or plan to 

implement to ensure that they have complied or will comply with each paragraph of this 

Order to Maintain Assets and the Decision and Order, and such supporting materials shall 

be retained and produced later if needed.

2. Each compliance report shall be verified in the manner set forth in 28 U.S.C. § 1746 by 

the Chief Executive Officer or another officer or employee specifically authorized to 

perform this function. Respondents FXI and One Rock Capital shall submit an original 

and 2 copies of each compliance report as required by Commission Rule 2.41(a), 16 

C.F.R. § 2.41(a), including a paper original submitted to the Secretary of the Commission 

and electronic copies to the Secretary at ElectronicFilings@ftc.gov and to the 

Compliance Division at bccompliance@ftc.gov. In addition, Respondents FXI and One 

Rock Capital shall provide a copy of each compliance report to the Monitor if the 

Commission has appointed one in this matter.

Provided, however, that, after the Decision and Order in this matter is issued as final, the 

reports due under this Order to Maintain Assets may be consolidated with, and submitted 

to the Commission on the same timing as, the compliance reports required to be 
11

submitted by Respondents FXI and One Rock Capital pursuant to the Decision and 

Order.

VI. Change in Respondent 

IT IS FURTHER ORDERED that Respondents FXI and One Rock Capital shall notify 

the Commission at least 30 days prior to:

A. Any proposed dissolution of FXI Holdings, Inc. or One Rock Capital Partners II, LP;

B. Any proposed acquisition, merger or consolidation of FXI Holdings, Inc. or One Rock 

Capital Partners II, LP; or

C. Any other change in Respondents FXI and One Rock Capital, including assignment and 

the creation, sale, or dissolution of subsidiaries, if such change may affect compliance 

obligations arising out of this Order.

VII. Access

IT IS FURTHER ORDERED that, for purposes of determining or securing compliance 

with this Order to Maintain Assets, and subject to any legally recognized privilege, upon written 

request and 5 days’ notice to the relevant Respondent, made to its principal place of business as 

identified in this Order to Maintain Assets, registered office of its United States subsidiary, or its 

headquarters office, the notified Respondent shall, without restraint or interference, permit any 

duly authorized representative of the Commission:

A. Access, during business office hours of the Respondent and in the presence of counsel, to 

all facilities and access to inspect and copy all business and other records and all 

documentary material and electronically stored information as defined in Commission 

Rules 2.7(a)(1) and (2), 16 C.F.R. § 2.7(a)(1) and (2), in the possession or under the 

control of the Respondent related to compliance with this Order to Maintain Assets, 

which copying services shall be provided by the Respondent at the request of the 

authorized representative of the Commission and at the expense of the Respondent; and

B. To interview officers, directors, or employees of the Respondent, who may have counsel 

present, regarding such matters.

VIII. Purpose

IT IS FURTHER ORDERED that the purpose of this Order to Maintain Assets is to: 

(1) maintain and preserve the Assets To Be Maintained as viable, marketable, competitive, and 

ongoing businesses until the divestitures required by the Decision and Order are achieved; (2) 

prevent interim harm to competition pending the divestitures and other relief required by the 

Decision and Order; and (3) remedy the harm to competition the Commission alleged in its 

Complaint and ensure an Acquirer can operate the Polyurethane Foam Business in a manner 

equivalent in all material respects to the manner in which Respondents operated the Polyurethane 

Foam Business prior to the Acquisition. 
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IX. Term

IT IS FURTHER ORDERED that this Order to Maintain Assets shall terminate at the 

earlier of:

A. 3 business days after the Commission withdraws its acceptance of the Consent 

Agreement pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34; or

B. The day after Respondents’ (or a Divestiture Trustee’s) completion of the divestitures 

required by Paragraph II of the Decision and Order;

Provided, however, that if at the time such divestitures have been completed, the 

Decision and Order in this matter is not yet final, then this Order to Maintain Assets shall 

terminate three business days after the Decision and Order becomes final;

Provided, further, however, that if the Commission, pursuant to Paragraph II.C of the 

Decision and Order, requires the Respondents to rescind the divestitures to Future Foam, 

then, upon rescission, the requirements of this Order to Maintain Assets shall again be in 

effect until the day after Respondents’ (or a Divestiture Trustee’s) completion of the 

divestiture of the assets required by the Decision and Order.

By the Commission.

April J. Tabor

Acting Secretary

SEAL

ISSUED: February 21, 2020