UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Lina M. Khan, Chair 

Noah Joshua Phillips 

Rebecca Kelly Slaughter 

Christine S. Wilson 

) 

In the Matter of ) 

) 

American Securities Partners VII, L.P., ) 

a limited partnership, ) 

) 

Prince International Corporation ) 

a corporation, and ) 

) 

Ferro Corporation, ) 

a corporation. ) 

DECISION AND ORDER 

Docket No. CDECISION 

The Federal Trade Commission initiated an investigation ofthe proposed acquisition by 

Respondent American Securities Partners VII, L.P., the ultimate parent entity ofRespondent 

Prince International Corporation, of all the voting securities of Respondent Ferro Corporation 

(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 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. 

Respondents and the Bureau of Competition executed an Agreement Containing Consent 

Orders ("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 

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 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 that it had reason to believe that 

Respondents have violated the said Acts, and that a complaint should issue stating its charges in 

that respect. The Commission accepted the Consent Agreement and placed it on the public 
record for a period of 30 days for the receipt and consideration ofpublic comments; at the same 

time, it issued and served its Complaint and Order to Maintain Assets. The Commission duly 

considered any comments received from interested persons pursuant to Commission Rule 2.34, 

16 C.F.R. § 2.34. Now, in further conformity with the procedure described in Rule 2.34, the 

Commission makes the following jurisdictional findings and issues the following Decision and 

Order ("Order"): 

1. Respondent American Securities Partners VII, L.P. is a limited partnership organized, 

existing, and doing business under and by virtue ofthe laws ofthe State ofDelaware, 

with its executive offices and principal place ofbusiness located at 590 Madison Avenue, 

38th Floor, New York, New York, 10022. 

2. Respondent Prince International Corporation is a corporation organized, existing, and 

doing business under and by virtue ofthe laws ofthe State ofDelaware with its executive 

offices and principal place of business located at 15311 Vantage Parkway West, Suite 

350, Houston, Texas 77032. 

3. Respondent Ferro Corporation is a corporation organized, existing, and doing business 

under and by virtue ofthe laws ofthe State of Ohio, with its executive offices and 

principal place ofbusiness located at 6060 Parkland Boulevard, Mayfield Heights, Ohio, 

44124. 

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

and over the Respondents, and the proceeding is in the public interest. 

ORDER 

I. Definitions 

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

apply: 

A. "ASP" means American Securities Partners VII, L.P., its directors, officers, employees, 

agents, representatives, successors, and assigns; and the joint ventures, subsidiaries, 

partnerships, divisions, groups, and affiliates controlled by American Securities Partners 

VII, L.P., including Prince International Corporation, PMHC II, Inc, and PMHC Fortune 

Merger Sub, Inc., and the respective directors, officers, employees, agents, 

representatives, successors, and assigns of each. 

B. "Prince" means Prince International Corporation, its directors, officers, employees, 

agents, representatives, successors, and assigns; and the joint ventures, subsidiaries, 

partnerships, divisions, groups, and affiliates controlled by Prince International 

Corporation, PMHC II, Inc., and PMHC Fortune Merger Sub, Inc., and the respective 

directors, officers, employees, agents, representatives, successors, and assigns of each. 

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C. "Ferro" means Ferro Corporation, its directors, officers, employees, agents, 

representatives, successors, and assigns; and the joint ventures, subsidiaries, partnerships, 

divisions, groups, and affiliates controlled by Ferro Corporation, and the respective 

directors, officers, employees, agents, representatives, successors, and assigns of each. 

D. "KPS" means KPS Capital Partners, LP, a limited partnership organized, existing, and 

doing business under, and by virtue ofthe laws ofthe State of Delaware, with its office 

and principal place of business located at One Vanderbilt Avenue, 52nd Floor, New 

York, New York 10017. 

E. "Commission" means the Federal Trade Commission. 

F. "Acquirer" means 

1. KPS; or 

2. Any other Person that the Commission approves to acquire the Prince Assets 

pursuant to this Order. 

G. "Acquisition" means the proposed acquisition described in the agreement titled 

"Agreement and Plan ofMerger among Ferro Corporation, PMHC II, Inc. and PMHC 

Fortune Merger Sub, Inc., dated as ofMay 11, 2021." 

H. "Acquisition Date" means the date Respondents consummate the Acquisition. 

I. "Bruges Facility" means the Prince facility located at Pathoekeweg 116-118, 8000 

Brugge, in Bruges, Belgium. 

J. "Business Information" means books, records, data, and information, wherever located 

and however stored, used in the Prince Business, including documents, written 

information, graphic materials, and data and information in electronic format, along with 

the unwritten knowledge of employees, contractors, and representatives. Business 

Information includes records and information relating to research and development, 

manufacturing, process technology, engineering, production, sales, marketing, logistics, 

advertising, personnel, accounting, business strategy, information technology systems, 

customers, suppliers, and all other aspects of the Prince Business. For clarity, Business 

Information includes Respondents' rights and control over information and material 

provided to any other person. 

K. "Cambiago Facility" means the facility leased by Prince located at Via S. Botticeli, 6-16, 

20040 Cambiago (MI) in Cambiago, Italy. 

L. "Confidential Information" means all Business Information not in the public domain, 

except for any information that was or becomes generally available to the public other 

than as a result of disclosure by Respondents. 

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M. "Consent" means an approval, consent, ratification, waivers, or other authorization. 

N. "Contract" means an agreement, contract, lease, license agreement, consensual 

obligation, promise or undertaking (whether written or oral and whether express or 

implied), whether or not legally binding with third parties. 

0. "Direct Cost" means the cost oflabor, materials, travel, and other expenditures directly 

incurred. The cost of any labor included in Direct Cost shall not exceed the hours of 

labor provided times the then-current average hourly wage rate, including benefits, for 

the employee providing such labor. 

P. "Divestiture Agreement" means: 

1. The Securities and Asset Purchase Agreement By and Between PMHC IL, Inc. 

and Smalto Holdings Alberta, LP, and all amendments, exhibits, attachments, 

agreements, and schedules thereto, attached to this Decision and Order as 

Nonpublic Appendix A; or 

2. Any other agreement between Respondents (or a Divestiture Trustee appointed 

pursuant to Section IX ofthis Order) and an Acquirer for the purchase of any of 

the Prince Assets, and all amendments, exhibits, attachments, agreements, and 

schedules thereto. 

Q. "Divestiture Date" means the date on which Respondents (or a Divestiture Trustee) close 

on the divestiture ofthe Prince Assets as required by Section II (or Section IV) ofthis 

Order. 

R. "Divestiture Trustee" means the Person appointed by the Commission pursuant to 

Section IX ofthis Order. 

S. "Employee Information" means, to the extent permitted by law, the following 

information summarizing the employment history of each Prince Employee that includes: 

1. Name, job title or position, date ofhire, and effective service date; 

2. Specific description ofthe employee's responsibilities; 

3. The base salary or current wages; 

4. Most recent bonus paid, aggregate annual compensation for Respondents' last 

fiscal year, and current target or guaranteed bonus, if any; 

5. Written performance reviews for the past three years, if any; 

6. Employment status (i.e., active or on leave or disability; full-time or part-time); 

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7. Any other material terms and conditions of employment in regard to such 

employee that are not otherwise generally available to similarly situated 

employees; and 

8. At the Acquirer's option, copies of all employee benefit plans and summary plan 

descriptions (if any) applicable to the employee. 

T. "Fenton Facility Forehearth Colorants Line" means all assets related to the manufacture 

and sale ofForehearth Colorants at the Prince facility located at Duke Street, Fenton, 

Stoke-on-Trent, Staffordshire, ST43NR in Fenton, United Kingdom. 

U. "Forehearth Colorant" means a glass-based product that is added to the forehearth of 

certain glass furnaces during the manufacture of glass bottles to impart a specific color to 

the bottles. 

V. "Forehearth Colorant Business" means the research, development, manufacture, 

commercialization, distribution, marketing, exportation, advertisement, and sale of 

Forehearth Colorants worldwide by Respondent ASP. 

W. "Ferro Proceeding" means the proceeding filed by Ferro against Prince International 

Corporation, Prince Minerals Limited, Prince Belgium BVBA, and Jonathan Cork 

(collectively, the "Defendants") on June 28, 2019 in the High Court ofJustice- Business 

and Property Courts ofEngland and Wales (Docket#: IL-2019-00076) alleging trade 

secret misappropriation and any other claims or proceedings related thereto, that are 

pending prior to the Divestiture Date. 

X. "Glass Enamel" means a liquid paste produced by combining glass frit in a furnace with 

oxides of chrome, cobalt, nickel, and other metals and materials, milling the mixture, and 

making it into a thick paste that is added to glass surfaces for aesthetic purposes, such as 

adding color or decoration, or functional purposes, such as blocking UV light. 

Y. "Glass Enamel Business" means the research, development, manufacture, 

commercialization, distribution, marketing, exportation, advertisement, and sale of Glass 

Enamel worldwide by Respondent ASP. 

Z. "Governmental Authorization" means any license, registration, or permit issued, granted, 

given, or otherwise made available by or under the authority of any governmental body 

or pursuant to any legal requirement. 

AA. "Intellectual Property" means intellectual property of any kind, including patents, patent 

applications, trademarks, service marks, copyrights, trade dress, commercial names, 

internet web sites, internet domain names, inventions, discoveries, written and unwritten 

know-how, product recipes, process technology, engineering technology, product 

technology, product rights, trade secrets, and proprietary information. 

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BB. "Leesburg Facility" means the Prince facility located at 100 Pemco Drive, Leesburg, 

Alabama, 35983 and the nearby distribution center located at 201 5th Avenue North, 

Piedmont, Alabama, 36272. 

CC. "Monitor" means any Person appointed by the Commission to serve as a monitor 

pursuant to this Order or the Order to Maintain Assets. 

DD. "Orders" means this Order and the Order to Maintain Assets entered in this action. 

EE. "Porcelain Enamel" means a glass-based coating applied to metal substrates that is made 

from ground frit combined with metals such as cobalt, lithium, titanium and nickel, and 

other additives. 

FF. "Porcelain Enamel Business" means the research, development, manufacture, 

commercialization, distribution, marketing, exportation, advertisement, and sale of 

Porcelain Enamel worldwide by Respondent ASP. 

Provided, however, the "Porcelain Enamel Business" does not include any business 

conducted out ofBrazil and Argentina, including by Prince Minerais Ltda. and Prince 

Argentina SA or their subsidiaries. 

GG. "Person" means any individual, partnership, corporation, business trust, limited liability 

company, limited liability partnership, joint stock company, trust, unincorporated 

association, joint venture or other entity, or a governmental body. 

HH. "Prince Assets" means all ofRespondents' right, title, and interest in and to all property 

and assets, real, personal, or mixed, tangible and intangible, of every kind and 

description, wherever located, used in, or relating to the Prince Business (including assets 

removed and not replaced after the announcement ofthe Acquisition), including: 

1. The Bruges Facility; 

2. The Cambiago Facility; 

3. The Leesburg Facility; 

4. The Fenton Facility Forehearth Colorants Line; 

5. Prince Minerals Italy S.r.1; 

6. Prince Belgium B.V; 

7. All inventories; 

8. All accounts receivable; 

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9. All Business Information; 

10. All Contracts and all outstanding offers or solicitations to enter into any Contract, 

and all rights thereunder and related thereto; 

11. All Governmental Authorizations and all pending applications therefor or 

renewals thereof, to the extent transferable; 

12. Real property interests owned, leased, or otherwise held, including easements and 

appurtenances, together with buildings, facilities and other structures, and 

improvements thereto; 

13. Intangible rights and property, including Intellectual Property, owned, used, or 

licensed (as licensor or licensee) by Respondent, going concern value, goodwill, 

and telephone listings, internet sites and social media accounts; 

14. Prince Trademarks; 

15. Tangible personal property (other than inventories or accounts receivable), 

whether owned or leased, including machinery, equipment, tools, furniture, office 

equipment, computer hardware, supplies, materials, vehicles, together with all 

express or implied warranties by manufacturers, sellers or lessors and all 

maintenance records and operating manuals; and 

16. Contracts, and all outstanding offers or solicitations to enter into any Contract, 

and all rights thereunder and related thereto; 

Provided, however, that the Prince Assets do not include the Retained Leesburg Facility 

Assets or the Retained Assets. 

IL "Prince Business" means the Forehearth Colorant Business, the Glass Enamel Business, 

and the Porcelain Enamel Business. 

JJ. "Prince Employee" means any full-time, part-time, or contract individual employed by 

Prince at any Prince Business or whose job duties in whole or part include supporting any 

Prince Business, as ofMay 11, 2021. 

KK. "Prince Trademarks" means any trademark used by the Prince Business, including, but 

not limited to the EcomailTM, PACETM, PEMCO®, POESTATM, VitroinxTM, VitroLite®, 

Vitromail®, and VitroMax® trademarks. 

LL. "Retained Assets" means the list of assets identified in Nonpublic Appendix B. 

MM. "Retained Leesburg Facility Assets" means the equipment used solely to produce brick 

engobes, ladle sands, and water treatment products, or to transload manganese nodules, at 

the Leesburg Facility and identified in Nonpublic Appendix C. 

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NN. "Transition Assistance" means services, assistance, cooperation, training and access to 

personnel regarding the transfer and operation ofthe Prince Business, including, but not 

limited to, accounting and finance, human resources (employee benefits, payroll, etc.) 

information technology and systems, logistics (purchasing, distribution, warehousing, 

supply chain management, etc.), manufacturing (technology, technology transfer, 

operating permits and licenses, regulatory compliance, quality control, manufacturing 

processes and troubleshooting, etc.), supply of inputs, research and development, and 

sales and marketing (including customer service, supply chain management, and 

customer transfer logistics, etc.). 

II. Divestiture 

IT IS FURTHER ORDERED that: 

A. No later than 10 days after the Acquisition Date, Respondents shall divest the Prince 

Assets, as an ongoing business, absolutely and in good faith, to KPS; 

Provided, however, that, if within 12 months after issuing this Order, the Commission 

determines, in consultation with the Acquirer and the Monitor, the Acquirer needs one or 

more Retained Assets or Retained Leesburg Facility Assets to operate the Prince Assets 

in a manner that achieves the purposes ofthis Order, Respondents shall divest, absolutely 

and in good faith, such needed Retained Assets or Retained Leesburg Facility Assets to 

the Acquirer; 

Provided, further, however, that if Business Information includes information (i) that also 

relates to other retained businesses ofRespondents and cannot be segregated in a manner 

that preserves the usefulness ofthe information as it relates to the Prince Assets or (ii) 

where Respondents have a legal obligation to retain the original copies, then Respondents 

shall provide only copies ofthe materials containing such information with appropriate 

redactions to the Acquirer and shall provide the Acquirer access to the original materials 

if copies are insufficient for regulatory or evidentiary purposes. 

B. If Respondents have divested the Prince Assets to an Acquirer prior to the date this Order 

becomes final, and if, at the time the Commission determines to make this Order final, 

the Commission notifies Respondents that: 

1. An Acquirer is not acceptable as the acquirer ofthe Prince Assets, then 

Respondents shall rescind the divestiture to that Acquirer within 5 days of 

notification, and shall divest the Prince Assets no later than 180 days from the 

date this Order is issued, as on-going businesses, absolutely and in good faith, at 

no minimum price, to a Person that receives the prior approval ofthe Commission 

and in a manner that receives the prior approval ofthe Commission; or 

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2. The manner in which the divestiture to an Acquirer was accomplished is not 

acceptable, the Commission may direct Respondents, or appoint a Divestiture 

Trustee, to modify the manner of divestiture ofthe Prince Assets as the 

Commission may determine is necessary to satisfy the requirements ofthis Order. 

C. Respondents shall deliver the Business Information to the Acquirer as soon as practicable 

after the Divestiture Date in a manner that ensures their completeness, accuracy and 

usefulness and meets the reasonable requirements ofthe Acquirer. 

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

Consent required to transfer the Prince Assets, including Contracts and Governmental 

Authorizations; provided however, that Respondents shall assist the Acquirer in obtaining 

the Contracts or Governmental Authorizations which Respondents have no legal right to 

assign, transfer or sublicense (even by obtaining relevant Consents). 

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

Respondents engage in negotiations to acquire the Prince Assets) with a due diligence 

investigation ofthe Prince Assets and the Prince Business, including by providing 

sufficient and timely access to all information and employees customarily provided as 

part of a due diligence process. 

F. Respondent Ferro will seek a dismissal with prejudice ofthe Ferro Proceeding no later 

than 10 days after the Divestiture Date and provide a copy ofthe motion for dismissal 

and the court dismissal to the Commission. 

G. Respondents shall not join, file, prosecute, or maintain any suit, in law or equity, against 

an Acquirer related to any Intellectual Property acquired pursuant to this Order if such 

suit would limit or impair the Acquirer' s ability to research, develop, manufacture 

distribute, market, or sell, anywhere in the world, any product acquired pursuant to this 

Order. 

III. Divestiture Agreement 

IT IS FURTHER ORDERED that: 

A. The Divestiture Agreement shall be incorporated by reference into this Order and made a 

part hereof, and any failure by Respondents to comply with the terms ofthe Divestiture 

Agreement shall constitute a violation ofthis Order; provided, however, that the 

Divestiture Agreement shall not limit, or be construed to limit, the terms ofthis Order. 

To the extent any provision in the Divestiture Agreement varies from or conflicts with 

any provision in this Order such that Respondents cannot fully comply with both, 

Respondents shall comply with the Order. 

B. Respondents shall not modify or amend the terms ofthe Divestiture Agreement after the 

Commission issues the Order without the prior approval ofthe Commission, except as 

otherwise provided in Commission Rule 2.41(f)(5), 16 C.F.R. § 2.41(f)(5). 

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IV. Transitional Assistance 

IT IS FURTHER ORDERED that: 

A. Until Respondents have transferred all Business Information to the Acquirer, 

Respondents shall ensure that the Business Information is maintained and updated in the 

ordinary course of business and shall provide the Acquirer with access to Business 

Information (wherever located and however stored) that Respondents have not yet 

transferred to the Acquirer, and to employees who possess the Business Information. 

B. At the option ofthe Acquirer, Respondents shall provide the Acquirer with Transitional 

Assistance sufficient to (1) transfer efficiently the Prince Assets to the Acquirer and (2) 

allow the Acquirer to operate the acquired Prince Assets in a manner that is equivalent in 

all material respects to the manner in which Respondents did so prior to the Acquisition. 

C. Respondents shall provide Transitional Assistance: 

1. As set forth in the Divestiture Agreement, or as otherwise reasonably requested 

by the Acquirer (whether before or after the Divestiture Date); 

2. At the price set forth in the Divestiture Agreement, or if no price is set forth, at 

Direct Cost; and 

3. For a period sufficient to meet the requirements of Section IV, which shall be, at 

the option ofthe Acquirer, for up to 12 months after the Divestiture Date; 

Provided, however, that within 15 days after a request by the Acquirer, 

Respondents shall file with the Commission a written request to extend the 12 

month time period for providing Transitional Assistance in order to achieve the 

purposes ofthis Order. 

D. Respondents shall allow the Acquirer to terminate, in whole or part, any Transitional 

Assistance at any time upon commercially reasonable notice and without cost or penalty. 

E. Respondents shall not cease providing Transitional Assistance due to a breach by the 

Acquirer ofthe Divestiture Agreement, and shall not limit any damages (including 

indirect, special, and consequential damages) that the Acquirer would be entitled to 

receive in the event ofRespondent's breach of any agreement relating to Transitional 

Assistance. 

V. Employees 

IT IS FURTHER ORDERED that: 

A. Until 180 days after the Divestiture Date, Respondents shall cooperate with and assist the 

Acquirer to evaluate independently and offer employment to any Prince Employee. 

10 
B. Until Respondents have fulfilled their obligation to provide Transition Assistance 

pursuant to Paragraph IV.C, Respondents shall: 

1. No later than 10 days after a request from the Acquirer, provide the Acquirer a list 

of all Prince Employees and provide Employee Information for each; 

2. No later than 10 days after a request from the Acquirer, provide the Acquirer an 

opportunity to privately interview any ofthe Prince Employees outside the 

presence or hearing of any employee or agent of any Respondent, and to make 

offers of employment to any ofthe Prince Employees; 

3. Remove and not enter into any impediments within the control of Respondents 

that may deter Prince Employees from accepting employment with the 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 ofthose individuals to be employed by the Acquirer, and shall 

not make any counteroffer to a Prince Employee who receives an offer of 

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

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

employee or prevent Respondents from continuing the employment of any 

employee; 

4. Continue to provide Prince Employees with compensation and benefits, including 

regularly scheduled raises and bonuses and the vesting ofbenefits; 

5. Provide reasonable financial incentives for Prince Employees to continue in their 

positions, and as may be necessary, to facilitate the employment of such Prince 

Employees by an Acquirer; and 

6. Not interfere, directly or indirectly, with the hiring or employing by the Acquirer 

of any Prince Employee, not offer any incentive to such employees to decline 

employment with the Acquirer, and not otherwise interfere with the recruitment of 

any Prince Employee by the Acquirer. 

C. Respondents shall not, for a period of 180 days following the Divestiture Date, directly or 

indirectly, solicit or otherwise attempt to induce any Person employed by the Acquirer to 

terminate his or her employment with the Acquirer; provided, however, Respondents 

may: 

1. Hire any such Person whose employment has been terminated by the Acquirer; 

2. Advertise for employees in newspapers, trade publications, or other media, or 

engage recruiters to conduct general employee search activities, in either case not 

targeted specifically at one or more Person employed by the Acquirer; or 

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3. Hire a Person who has applied for employment with Respondents, as long as such 

application was not solicited or induced in violation of Section V. 

D. Respondents Prince and Ferro shall not enforce any noncompete provision or 

noncompete agreement against any Person seeking employment from or otherwise doing 

business with the Prince Business. 

VI. Asset Maintenance 

IT IS FURTHER ORDERED that, pending divestiture ofthe Prince Assets, 

Respondents shall operate the Prince Assets in the ordinary course ofbusiness consistent with 

past practices, and shall: 

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

and competitiveness ofthe Prince Assets, to minimize any risk of loss of competitive 

potential of the Prince Assets, to operate the Prince Assets in the regular and ordinary 

course of business and in accordance with past practice and in a manner consistent with 

applicable laws and regulations, and to prevent the destruction, removal, wasting, 

deterioration, or impairment ofthe Prince Assets (including regular repair and 

maintenance effort), except for ordinary wear and tear. Respondents shall not sell, 

transfer, encumber, terminate the operations of, or otherwise impair the Prince Assets 

(other than in the manner prescribed in this Order), nor take any action that lessens the 

full economic viability, marketability, or competitiveness ofthe Prince Assets; 

B. Conduct or cause to be conducted the Prince Business 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 Prince Business, 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 Prince Business; and 

C. Respondents must warrant to Acquirer ofthe Prince Assets that (1) the Prince Assets will 

be operational and without material defect on the date oftheir transfer to Acquirer ofthe 

Prince Assets; (2) there are no material defects in the environmental, zoning, or other 

permits relating to the operation ofthe Prince Assets; and (3) Respondents have disclosed 

all encumbrances on any part ofthe Prince Assets, including on intangible property. 

Following the sale of the Prince Assets, Respondents must not undertake, directly or 

indirectly, challenges to the environmental, zoning, or other permits relating to the 

operation ofthe Prince Assets. 

Provided, however, that Respondents shall not be in violation ofthis Section VI if 

Respondents take actions (i) as 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 

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to facilitate the Acquirer's acquisition ofthe Prince Assets and consistent with the 

purposes ofthe Order. 

VII. Confidential Information 

IT IS FURTHER ORDERED that: 

A. Respondents shall (x) not disclose (including as to Respondents' employees), and (y) not 

use, for any reason or purpose, any Confidential Information received or maintained by 

Respondents, provided, however, that Respondents may disclose or use such Confidential 

Information in the course of: 

1. Performing their obligations or as permitted under the Orders or any Divestiture 

Agreement; or 

2. Complying with financial reporting requirements, historical record-keeping for 

audit purposes, obtaining legal advice, prosecuting, or defending legal claims, 

investigations, or enforcing actions threatened or brought against the Prince 

Assets or Prince Business, or as required by law, rule, or regulation. 

B. Respondents shall only disclose Confidential Information to an employee or any other 

Person if disclosure is permitted in Paragraph VII.A and the employee or other Person 

has signed an agreement to maintain the confidentiality of such information and not 

violate the disclosure requirements ofthis Order. 

C. Respondents shall enforce the terms of Section VII and take necessary actions to ensure 

that their employees or other Persons comply with its terms, including implementing 

access and data controls, training of employees, and taking other actions that 

Respondents would take to protect their own trade secrets and proprietary information. 

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VIII. Monitor 

IT IS FURTHER ORDERED that: 

A. The Commission appoints Smith & Williamson to serve as Monitor to observe and report 

on Respondents' compliance with their obligations as set forth in the Orders. 

B. Respondents and the Monitor may enter into an agreement relating to the Monitor's 

services. Any such agreement: 

1. Shall be subject to the approval ofthe Commission; 

2. Shall not limit, and the signatories shall not construe it to limit, the terms ofthis 

Section VIII or Section VI ofthe Order to Maintain Assets ("Monitor Sections"), 

and to the extent any provision in the agreement varies from or conflicts with any 

provision in the Monitor Sections, Respondents and the Monitor shall comply 

with the Monitor Sections; and 

3. Shall include a provision stating that the agreement does not limit, and the 

signatories shall not construe it to limit, the terms ofthis Order in this matter, and 

to the extent any provision in the agreement varies from or conflicts with any 

provision in this Order, Respondents and the Monitor shall comply with this 

Order. 

C. The Monitor shall: 

1. Have the authority to monitor Respondents' compliance with the obligations set 

forth in this Order; 

2. Act in consultation with the Commission or its staff; 

3. Serve as an independent third party and not as an employee or agent of 

Respondents or ofthe Commission; 

4. Serve without bond or other security; 

5. At the Monitor's option, employ such consultants, accountants, attorneys, and 

other representatives and assistants as are reasonably necessary to carry out the 

Monitor's duties and responsibilities; 

6. Enter into a non-disclosure or other confidentiality agreement with the 

Commission related to Commission materials and information received in 

connection with the performance of the Monitor's duties and require that each of 

the Monitor's consultants, accountants, attorneys, and other representatives and 

assistants shall also enter into a non-disclosure or other confidentiality agreement 

with the Commission; 

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7. Notify staff ofthe Commission, in writing, no later than 5 days in advance of 

entering into any arrangement that creates a conflict of interest, or the appearance 

of a conflict of interest, including a financial, professional or personal conflict. If 

the Monitor becomes aware of a such a conflict only after it has arisen, the 

Monitor shall notify the Commission as soon as the Monitor becomes aware of 

the conflict; 

8. Report in writing to the Commission concerning Respondents' compliance with 

this Order on a schedule as determined by Commission staff, and at any other 

time requested by the staff ofthe Commission; and 

9. Unless the Commission or its staff determine otherwise, the Monitor shall serve 

until Commission staff determines that Respondents have satisfied all obligations 

under Sections II, IV, and VI ofthis Order, and files a final report. 

D. Respondents shall: 

1. Cooperate with and assist the Monitor in performing his or her duties for the 

purpose ofreviewing Respondents' compliance with their obligations under this 

Order, including as requested by the Monitor, (a) providing the Monitor full and 

complete access to personnel, information and facilities; and (b) making such 

arrangements with third parties to facilitate access by the Monitor; 

2. Not interfere with the ability ofthe Monitor to perform his or her duties pursuant 

to this Order; 

3. Pay the Monitor's fees and expenses as set forth in an agreement approved by the 

Commission, or if such agreement has not been approved, pay the Monitor's 

customary fees, as well as expenses the Monitor incurs performing his or her 

duties under this Order, including expenses of any consultants, accountants, 

attorneys, and other representatives and assistants that are reasonably necessary to 

assist the Monitor in carrying out his or her duties and responsibilities; 

4. Not require the Monitor to disclose to Respondents the substance ofthe Monitor's 

communications with the Commission or any other Person or the substance of 

written reports submitted to the Commission pursuant to this Order; and 

5. Indemnify and hold the Monitor harmless against any loss, claim, damage, 

liability, and expense (including attorneys' fees and out ofpocket costs) that 

arises out of, or is connected with, a claim concerning the performance ofthe 

Monitor's duties under this Order, unless the loss, claim, damage, liability, or 

expense results from gross negligence or willful misconduct by the Monitor. 

E. Respondents may require the Monitor and each ofthe Monitor's consultants, accountants, 

attorneys, and other representatives and assistants to enter into a customary 

15 
confidentiality agreement, so long as the agreement does not restrict the Monitor's ability 

to access personnel, information, and facilities or provide information to the Commission, 

or otherwise observe and report on the Respondents' compliance with this Order. 

F. Ifthe Monitor resigns or the Commission determines that the Monitor has ceased to act, 

has failed to act diligently, or is otherwise unable to continue serving as a Monitor due to 

the existence of a conflict or other reasons, the Commission may appoint a substitute 

Monitor. The substitute Monitor shall be afforded all rights, powers, and authorities and 

shall be subject to all obligations ofthe Monitor Sections ofthe Orders. The Commission 

shall select the substitute Monitor, subject to the consent ofthe Respondents. 

Respondents: 

1. Shall not unreasonably withhold consent to the appointment ofthe selected 

substitute Monitor; 

2. Shall be deemed to have consented to the selection ofthe proposed substitute 

Monitor if, within 10 days of notice by staff ofthe Commission ofthe identity of 

the proposed substitute Monitor, Respondents have not opposed in writing, 

including the reasons for opposing, the selection ofthe proposed substitute 

Monitor; and 

3. May enter into an agreement with the substitute Monitor relating to the substitute 

Monitor's services that either (a) contains substantially the same terms as the 

Commission-approved agreement referenced in Paragraph VIII.B; or (b) receives 

Commission approval. 

G. The Commission may on its own initiative or at the request ofthe Monitor issue such 

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

with the requirements ofthis Order. 

IX. Divestiture Trustee 

IT IS FURTHER ORDERED that: 

A. IfRespondents have not fully complied with the obligations to assign, grant, license, 

divest, transfer, deliver, or otherwise convey the Prince Assets as required by this Order, 

the Commission may appoint a trustee ("Divestiture Trustee") to assign, grant, license, 

divest, transfer, deliver, or otherwise convey these assets in a manner that satisfies the 

requirements ofthis Order. In the event that the Commission or the Attorney General 

brings an action pursuant to § 5(/) ofthe Federal Trade Commission Act, 15 U.S.C. 

§ 45([), or any other statute enforced by the Commission, Respondents shall consent to 

the appointment of a Divestiture Trustee in such action to assign, grant, license, divest, 

transfer, deliver, or otherwise convey these assets. Neither the appointment of a 

Divestiture Trustee nor a decision not to appoint a Divestiture Trustee under Section IX 

shall preclude the Commission or the Attorney General from seeking civil penalties or 

any other relief available to it, including a court-appointed Divestiture Trustee, pursuant 

16 
to§ 5(!) ofthe Federal Trade Commission Act, or any other statute enforced by the 

Commission, for any failure by the Respondents to comply with this Order. 

B. The Commission shall select the Divestiture Trustee, subject to the consent of 

Respondents which consent shall not be unreasonably withheld. The Divestiture Trustee 

shall be a Person with experience and expertise in acquisitions and divestitures. If 

Respondents have not opposed, in writing, including the reasons for opposing, the 

selection of any proposed Divestiture Trustee within 10 days after notice by the staff of 

the Commission to Respondents ofthe identity of any proposed Divestiture Trustee, 

Respondents shall be deemed to have consented to the selection ofthe proposed 

Divestiture Trustee. 

C. Not later than 10 days after the appointment of a Divestiture Trustee, Respondents shall 

execute a trust agreement that, subject to the prior approval ofthe Commission, transfers 

to the Divestiture Trustee all rights and powers necessary to permit the Divestiture 

Trustee to effect the relevant divestitures required by this Order. Any failure by 

Respondents to comply with a trust agreement approved by the Commission shall be a 

violation ofthis Order. 

D. If a Divestiture Trustee is appointed by the Commission or a court pursuant to Section 

IX, Respondents shall consent to the following terms and conditions regarding the 

Divestiture Trustee's powers, duties, authority, and responsibilities: 

1. Subject to the prior approval ofthe Commission, the Divestiture Trustee shall 

have the exclusive power and authority to assign, grant, license, divest, transfer, 

deliver, or otherwise convey the assets that are required by this Order to be 

assigned, granted, licensed, divested, transferred, delivered, or otherwise 

conveyed; 

2. The Divestiture Trustee shall have one year from the date the Commission 

approves the trustee agreement described herein to accomplish the divestitures, 

which shall be subject to the prior approval ofthe Commission. If, however, at 

the end ofthe one-year period, the Divestiture Trustee has submitted a plan of 

divestiture or the Commission believes that the divestitures can be achieved 

within a reasonable time, the divestiture period may be extended by the 

Commission, 

Provided, however, the Commission may extend the divestiture period only 2 

times; 

3. Subject to any demonstrated legally recognized privilege, the Divestiture Trustee 

shall have full and complete access to the personnel, books, records, and facilities 

related to the relevant assets that are required to be assigned, granted, licensed, 

divested, delivered, or otherwise conveyed by this Order and to any other relevant 

information, as the Divestiture Trustee may request. Respondents shall develop 

such financial or other information as the Divestiture Trustee may request and 

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shall cooperate with the Divestiture Trustee. Respondents shall take no action to 

interfere with or impede the Divestiture Trustee's accomplishment ofthe 

divestitures. Any delays in divestitures caused by Respondents shall extend the 

time for divestitures under Section IX in an amount equal to the delay, as 

determined by the Commission or, for a court-appointed Divestiture Trustee, by 

the court; 

4. The Divestiture Trustee shall use commercially reasonable best efforts to 

negotiate the most favorable price and terms available in each contract that is 

submitted to the Commission, subject to Respondents' absolute and unconditional 

obligation to divest expeditiously and at no minimum price. The divestitures shall 

be made in the manner and to Acquirers that receive the prior approval ofthe 

Commission as required by this Order, 

Provided, however, if the Divestiture Trustee receives bona fide offers from more 

than one acquiring person for a divestiture, and ifthe Commission determines to 

approve more than one such acquiring person for the divestiture, the Divestiture 

Trustee shall divest to the acquiring person selected by Respondents from among 

those approved by the Commission, 

Providedfurther, however, that Respondents shall select such person within 5 

days ofreceiving notification ofthe Commission's approval; 

5. The Divestiture Trustee shall serve, without bond or other security, at the cost and 

expense ofRespondents, on such reasonable and customary terms and conditions 

as the Commission or a court may set. The Divestiture Trustee shall have the 

authority to employ, at the cost and expense ofRespondents, such consultants, 

accountants, attorneys, investment bankers, business brokers, appraisers, and 

other representatives and assistants as are necessary to carry out the Divestiture 

Trustee's duties and responsibilities. The Divestiture Trustee shall account for all 

monies derived from the divestiture and all expenses incurred. After approval by 

the Commission of the account ofthe Divestiture Trustee, including fees for the 

Divestiture Trustee's services, all remaining monies shall be paid at the direction 

ofthe Respondents, and the Divestiture Trustee's power shall be terminated. The 

compensation ofthe Divestiture Trustee shall be based at least in significant part 

on a commission arrangement contingent on the divestiture of all ofthe relevant 

assets that are required to be divested by this Order; 

6. Respondents shall indemnify the Divestiture Trustee and hold the Divestiture 

Trustee harmless against any losses, claims, damages, liabilities, or expenses 

arising out of, or in connection with, the performance ofthe Divestiture Trustee's 

duties, including all reasonable fees of counsel and other expenses incurred in 

connection with the preparation 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 or willful misconduct by the 

Divestiture Trustee; 

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7. The Divestiture Trustee shall have no obligation or authority to operate or 

maintain the Prince Assets required to be divested by this Order; 

8. The Divestiture Trustee shall report in writing to Respondents and to the 

Commission every 30 days concerning the Divestiture Trustee's efforts to 

accomplish the divestiture; and 

9. Respondents may require the Divestiture Trustee and each ofthe Divestiture 

Trustee's consultants, accountants, attorneys, and other representatives and 

assistants to sign a customary confidentiality agreement, 

Provided, however, that such agreement shall not restrict the Divestiture Trustee 

from providing any information to the Commission. 

E. The Commission may, among other things, require the Divestiture Trustee and each of 

the Divestiture Trustee'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 ofthe Divestiture 

Trustee's duties. 

F. If the Commission determines that a Divestiture Trustee has ceased to act or failed to act 

diligently, the Commission may appoint a substitute Divestiture Trustee in the same 

manner as provided in Section IX. 

G. The Commission or, in the case of a court-appointed Divestiture Trustee, the court, may 

on its own initiative or at the request ofthe Divestiture Trustee issue such additional 

orders or directions as may be necessary or appropriate to accomplish the divestitures and 

other obligations or action required by this Order. 

X. Prior Approval 

IT IS FURTHER ORDERED that Respondents shall not, without prior approval of the 

Commission, acquire directly or indirectly, through subsidiaries or otherwise, any leasehold, 

ownership interest, or any other interest, in whole or in part, in any business that manufactures 

and sells Forehearth Colorants or Glass Enamel anywhere in the world, or manufactures and sells 

Porcelain Enamel Frit in North America. 

XI. Prior Approval for Acquirer 

IT IS FURTHER ORDERED that: 

A. For a period of 3 years after the Divestiture Date, KPS or any other Acquirer shall not 

sell, or otherwise convey, through subsidiaries or otherwise, without the prior approval of 

the Commission, the Prince Business that was divested pursuant to Section II, to any 

Person; and 

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B. For a period of 7 years after the term of Paragraph XI.A ends, KPS or any other Acquirer 

shall not sell, or convey, through subsidiaries or otherwise, without the prior approval of 

the Commission: 

1. the Forehearth Colorant Business to any Person who owns, directly or indirectly, 

through subsidiaries or otherwise, any leasehold, ownership interest, or other 

interest, in whole or in part, in any business that manufactures and sells 

Forehearth Colorant anywhere in the world; 

2. the Glass Enamel Business to any Person who owns, directly or indirectly, 

through subsidiaries or otherwise, any leasehold, ownership interest, or other 

interest, in whole or in part, in any business that manufactures and sells Glass 

Enamel anywhere in the world; or 

3. the Porcelain Enamel Business to any Person who owns, directly or indirectly, 

through subsidiaries or otherwise, any leasehold, ownership interest, or other 

interest, in whole or in part, in any business that manufactures and sells Porcelain 

Enamel in North America, 

Provided, however, KPS is not required to obtain prior approval ofthe Commission 

under this Paragraph XI.B for a change of control, merger, reorganization, or sale of all 

or substantially all of KPS' s business. 

XII. Compliance Reports 

IT IS FURTHER ORDERED that: 

A. Respondent ASP shall: 

1. Notify Commission staff via email at bccompliance@ftc.gov ofthe Acquisition 

Date no later than 5 days after the Acquisition Date; and 

2. Submit the complete Divestiture Agreement to the Commission at 

ElectronicFilings@ftc.gov and bccompliance@ftc.gov no later than 30 days after 

the Divestiture Date. 

B. Respondents ASP and Prince shall submit verified written reports ("compliance reports") 

in accordance with the following: 

1. Respondents ASP and Prince shall submit interim compliance reports 30 days 

after this Order is issued, and every 30 days thereafter until Respondents ASP and 

Prince have fully complied with the provisions of Sections II, IV, and VI of this 

Order; 

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2. Respondents ASP and Prince shall submit annual compliance reports one year 

after the date this Order is issued, and annually thereafter for the next nine years 

on the anniversary of that date; and 

3. Respondents ASP and Prince shall submit additional compliance reports as the 

Commission or its staff may request; 

4. Each compliance report shall contain sufficient information and documentation to 

enable the Commission to determine independently whether Respondents ASP 

and Prince are in compliance with the Order. Conclusory statements that 

Respondents have complied with their obligations under this Order are 

insufficient. Respondents ASP and Prince shall include in their reports, among 

other information or documentation that may be necessary to demonstrate 

compliance, a full description of the measures Respondents ASP and Prince have 

implemented or plan to implement to ensure that they have complied or will 

comply with each section of the Order; and 

5. For a period of 5 years after filing a compliance report, Respondents ASP and 

Prince shall retain all material written communications with each party identified 

in each compliance report and all non-privileged internal memoranda, reports, and 

recommendations concerning fulfilling their obligations under this Order during 

the period covered by such compliance report. Respondents ASP and Prince shall 

provide copies of these documents to Commission staff upon request; and 

C. Respondents ASP and Prince shall verify each compliance report 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 ASP and Prince shall file 

their compliance reports with the Secretary of the Commission at 

ElectronicFilings@ftc.gov and to the Compliance Division at bccompliance@ftc.gov, as 

required by Commission Rule 2.41(a), 16 C.F.R. § 2.41(a). In addition, Respondents 

ASP and Prince shall provide a copy of each compliance report to the Monitor if the 

Commission has appointed one in this matter. 

XIII. Change in Respondents 

IT IS FURTHER ORDERED that Respondents ASP and Prince shall notify the 

Commission at least 30 days prior to: 

A. Any proposed dissolution of American Securities Partners VII, L.P. or Prince 

International Corporation; 

B. Any proposed acquisition, merger, or consolidation of American Securities Partners VII, 

L.P. or Prince International Corporation; or 

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C. Any other change in Respondent ASP or Prince, including assignment and the creation, 

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

arising out ofthis Order. 

XIV. Access 

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

compliance with this Order, 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, registered office of its United States subsidiary, or its headquarters 

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

authorized representative ofthe Commission: 

A. Access, during business office hours ofthe 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 2.71(a)(l) and (2), 16 C.F.R. § 2.71(a)(l) and (2), in the possession or under the 

control ofthe Respondent related to compliance with this Order, which copying services 

shall be provided by the Respondent at the request ofthe authorized representative of the 

Commission and at the expense ofthe Respondent; or 

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

present, regarding such matters. 

XV. Purpose 

IT IS FURTHER ORDERED that the purpose ofthis Order is to remedy the harm to 

competition the Commission alleged in its Complaint and ensure the Acquirer can operate the 

Prince Business and Prince Assets in a manner at least equivalent in all material respects to the 

manner in which they were operated prior to the Acquisition. 

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XVI. Term 

IT IS FURTHER ORDERED that this Order shall terminate 10 years from the date it is 

issued. 

By the Commission. 

SEAL: 

ISSUED: 

23 

April J. Tabor 

Secretary