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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. 9377

REDACTED PUBLIC VERSION

Tronox Limited 

 a corporation,

National Industrialization Company

(TASNEE) 

 a corporation, 

National Titanium Dioxide Company

Limited (Cristal)

 a corporation, 

 and

Cristal USA Inc.

 a corporation.

DECISION

The Federal Trade Commission (“Commission”), having issued its administrative 

Complaint charging Tronox Limited, National Industrialization Company (TASNEE), National 

Titanium Dioxide Company Limited (Cristal), and Cristal USA Inc. (each a “Respondent,” and 

collectively “Respondents”) with violations of Section 7 of the 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, 

and the Respondents having been served with a copy of the Complaint, together with a notice of 

contemplated relief, and having filed their answers denying said charges; and 

The Commission thereafter having filed a motion in the United States District Court for 

the District of Columbia seeking a preliminary injunction under Section 13(b) of the Federal 

Trade Commission Act to prevent Respondents from consummating the proposed Acquisition 
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until the administrative review process and any later judicial proceedings had concluded, and the 

District Court having granted such motion and issuing an opinion concluding that the 

Commission had: (i) met its legal burden under Section 13(b); (ii) demonstrated a likelihood that 

the proposed Acquisition would substantially lessen competition in the relevant markets; and (iii)

shown that a preliminary injunction was in the public interest; and

The Administrative Law Judge having issued an initial decision, based on full 

consideration of the entire record, concluding that Respondents’ proposed Acquisition, if 

consummated, may substantially lessen competition within the relevant product and geographic 

markets alleged in the Complaint, and ordering that the Acquisition be enjoined pursuant to

Section 7 of the Clayton Act and Section 5 of the Federal Trade Commission Act; and 

Respondents, their attorneys, and counsel for the Commission, having thereafter executed 

an Agreement Containing Consent Orders (“Consent Agreement”), containing: (1) an admission 

by Respondents of all the jurisdictional facts set forth in the aforesaid Complaint; (2) waivers 

and other provisions as required by the Commission’s Rules; (3) certain representations made by 

Respondents solely for the purpose of achieving a settlement in this matter concerning the effects 

of the acquisition that is the subject of the Complaint; and (4) a proposed Decision and Order and 

Order to Maintain Assets; and 

The Acting Secretary of the Commission having thereafter withdrawn the matter from

adjudication in accordance with § 3.25(d) of its Rules; and

The Commission having thereafter considered the matter and having thereupon issued its 

Order to Maintain Assets and having accepted the executed Consent Agreement and placed such 

Consent Agreement on the public record for a period of 30 days for the receipt and consideration 

of public comments in conformity with the procedure described in Commission Rule 2.34, 16 

C.F.R. § 2.34, now in conformity with the procedure prescribed in § 3.25(f) of its Rules, the 

Commission hereby makes the following jurisdictional findings and issues the following 

Decision and Order (“Order”):

1. Respondent Tronox Limited is a public company organized, existing, and doing business 

under, and by virtue of the laws of Western Australia, with its executive offices and 

principal place of business located at 263 Tresser Blvd, #1100, Stamford, Connecticut 

06901.

2. Respondent National Industrialization Company (“TASNEE”) is a limited company

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

of Saudi Arabia, with its executive offices and principal place of business located at 

Building C3, Business Gate, Eastern Ring Road, Cordoba Area, Riyadh 11496, Kingdom 

of Saudi Arabia. TASNEE is the majority owner and ultimate parent of Respondent 

National Titanium Dioxide Company Limited (Cristal). 

3. Respondent National Titanium Dioxide Company Limited (“Cristal”) is a corporation

organized, existing, and doing business under, and by virtue of, the laws of the Kingdom 
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of Saudi Arabia, with its executive offices and principal place of business located at Sari 

Street, Al Rabwah District, P.O. Box 13586, Jeddah, Kingdom of Saudi Arabia 21414, 

Jeddah, Saudi Arabia. Cristal’s primary U.S. subsidiary is Respondent Cristal USA Inc. 

4. Respondent Cristal USA Inc. is a corporation, existing, organized, and doing business 

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

principal place of business located at 6752 Baymeadow Drive, Glen Burnie, MD 21060 

USA. 

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.

6. For the sole purpose of settling this matter with the Commission, Respondents do not 

dispute that the likely effect of the Acquisition, if consummated, may be substantially to 

lessen competition within the relevant product and geographic markets alleged in the 

Complaint and as determined by the initial decision of the Administrative Law Judge in 

this matter.

ORDER

I. (Definitions)

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

A. “Tronox” means Tronox Limited, its directors, officers, employees, agents, 

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

divisions, groups, and affiliates controlled by Tronox Limited, and the respective 

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

B. “TASNEE” means National Industrialization Company (TASNEE), its directors, officers, 

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

subsidiaries, partnerships, divisions, groups, and affiliates controlled by National 

Industrialization Company (TASNEE) (including, but not limited to, Respondent Cristal 

and Respondent Cristal USA), and the respective directors, officers, employees, agents, 

representatives, successors, and assigns of each.

C. “Cristal” means National Titanium Dioxide Company Limited, its directors, officers, 

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

subsidiaries, partnerships, divisions, groups, and affiliates controlled by National 

Titanium Dioxide Company Limited (including, but not limited to, Respondent Cristal 

USA), and the respective directors, officers, employees, agents, representatives, 

successors, and assigns of each.

D. “Cristal USA” means Cristal USA Inc., its directors, officers, employees, agents, 

representatives, successors, and assigns; and the joint ventures, subsidiaries, partnerships, 
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divisions, groups, and affiliates controlled by Cristal USA Inc., and the respective 

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

E. “Ineos” means INEOS AG, (a subsidiary of Ineos Limited), a company organized, 

existing, and doing business under and by virtue of the laws of Switzerland, with its 

offices and principal place of business located at 3 Avenue des Uttins, Rolle CH-1180,

Switzerland, and its subsidiaries and affiliates, including INEOS Joliet US Holdco, LLC, 

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

State of Delaware, with its offices and principal place of business located at 2600 South 

Shore Boulevard, Suite 250, League City, Texas 77573. 

F. “Commission” means the Federal Trade Commission. 

G. “Acquirer” means:

1. Ineos; or

2. Any other person that the Commission approves to acquire the TiO2 Assets 

pursuant to this Decision and Order.

H. “Acquisition” means the proposed acquisition by Respondent Tronox of Respondent 

Cristal’s titanium dioxide business pursuant to the terms set forth in the transaction 

agreement by and among Respondents dated as of February 21, 2017. 

I. “Acquisition Date” means the date Respondents consummate the Acquisition.

J. “Ashtabula Complex” means Respondent Cristal’s TiO2 facilities and assets located in 

Ashtabula, Ohio, including the production plants sometimes referred to as “Ashtabula 

Plant 1” and “Ashtabula Plant 2,” and all offices and related businesses and operations, 

including, but not limited to, co-generation facilities, air separation units, warehouses, 

landfills, supply ponds, water utility stations, and discharge, docking, and transportation 

facilities. 

K. “BATC Facility” means Respondent Cristal’s Baltimore Administrative & Technical 

Center facility located on leased space at 6752 Baymeadow Drive, in Glen Burnie, 

Maryland, which provides research, development, technical, support, and administrative 

services to, among other things, the TiO2 Business. 

L. “BATC Sublease” means a sublease between Respondents and an Acquirer relating to the 

BATC Facility that has received the prior approval of the Commission.

M. “Business Information” means books, records, data, and information, wherever located 

and however stored, used in the TiO2 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 TiO2 Business. For clarity, Business 

Information includes Respondents’ right and control over information and material 

provided to any other person.
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N. “Confidential Business Information” means any non-public Business Information:

1. Obtained by Respondents prior to the Divestiture Date; or

2. Obtained by Respondent after the Divestiture Date, in the course of performing 

Respondents’ obligations under any Divestiture Agreement (including any Supply 

Agreement or Transition Assistance agreement); 

Provided, however, that Confidential Business Information shall not include:

1. Information that is in the public domain when received by Respondents;

2. Information that is not in the public domain when received by Respondents and 

thereafter becomes public through no act or failure to act by Respondents;

3. Information that Respondents develop or obtain independently, without violating 

any applicable law or this Order, and without breaching any confidentiality 

obligation with respect to the information; and

4. Information that becomes known to Respondents from a third party not in breach 

of applicable law or a confidentiality obligation with respect to the information.

O. “Consent” means any approval, consent, ratification, waiver, or other authorization.

P. “Contract” means a contract, lease, sub-lease and other agreement or obligation, whether 

written or unwritten.

Q. “Direct Cost” means traceable and incremental costs incurred to provide the product or 

service. Direct Cost to an Acquirer for the labor of a Respondent’s employee shall not 

exceed the then-current average wage rate for such employee, including benefits.

R. “Divestiture Agreement” means:

1. Ineos Divestiture Agreement; or

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

pursuant to Paragraph IX of this Order) and an Acquirer to purchase the TiO2

Assets, and all amendments, exhibits, attachments, ancillary agreements

(including any Supply Agreement, BATC Sublease, Shared Intellectual Property 

License, or agreements to provide Transition Assistance), and schedules thereto. 

S. “Divestiture Date” means the date on which Respondents (or a Divestiture Trustee 

appointed pursuant to Paragraph IX of this Order) close on the divestiture of the TiO2 

Assets as required by Paragraph II of this Order.

T. “Employee Information” means, for each TiO2 Employee, a profile prepared by 

Respondents summarizing the employment history of each employee and including, as 

requested by the proposed Acquirer and to the extent permitted by applicable law: 

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

2. Specific description of the employee’s responsibilities;

3. The base salary or current wages;
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4. Most recent bonus paid, aggregate annual compensation for Respondents’ last 

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

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

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

employee that are not otherwise generally available to similarly situated 

employees; and

7. At the proposed Acquirer’s option, copies of all employee benefit plans and 

summary plan descriptions (if any) applicable to the employee.

U. “Excluded Contracts” means those Contracts listed at Non-Public Appendix VII to this 

Order.

V. “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.

W. “Ineos Divestiture Agreement” means the agreement by and among Respondents and 

Ineos, dated as of March 14, 2019, and all amendments, exhibits, attachments, ancillary 

agreements (including Supply Agreements, BATC Sublease, Shared Intellectual Property 

License, or agreements to provide Transition Assistance), and schedules thereto, attached 

to this Order as Non-Public Appendix I.

X. “Intellectual Property” means intellectual property of any kind, including patents, patent 

applications, mask works, trademarks, service marks, copyrights, trade dress, commercial 

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

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

product rights, trade secrets, and proprietary information.

Y. “Replacement Contracts” means Contracts entered into by Respondents in advance of the 

Divestiture Date that: (i) replace Shared Contracts with separate Contracts for the TiO2 

Business; and (ii) provide the TiO2 Business with no less favorable terms, services, and 

economic benefits as it would have had under the Shared Contracts.

Z. “Shared Contracts” means Contracts that relate to both the TiO2 Business and other 

businesses retained by Respondents, as identified on Non-Public Appendix VI to this 

Order.

AA. “Shared Intellectual Property” means Intellectual Property (other than trademarks) that, 

prior to the Divestiture Date, is used by both the TiO2 Business and Respondents’

retained businesses outside North America, including the Intellectual Property listed on 

Non-Public Appendix V to this Order. 

BB. “Shared Intellectual Property License” means one or more Intellectual Property licenses

granted by Respondents to an Acquirer relating to the production and sale of Shared 

Products and the use of Shared Intellectual Property that has received the prior approval 

of the Commission.
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CC. “Shared Products” means TiO2 products that, prior to the Divestiture Date, are produced

by both the TiO2 Business and Respondents’ retained businesses located outside North 

America, listed on Appendix III to this Order.

DD. “Supply Agreement” means an agreement for Transitional Product Supply that has 

received the prior approval of the Commission.

EE. “TiO2” means titanium dioxide, titanium tetrachloride, and any intermediate products, 

by-products, co-products, combinations, or materials and formulations derived from or 

incorporating titanium dioxide or titanium tetrachloride, regardless of process, 

applications, devices, form, grade, finishing, or product type. 

FF. “TiO2 Assets” means all of Respondent Cristal’s legal or equitable rights, title, and 

interests in and to all tangible and intangible assets, wherever located, relating to the 

TiO2 Business (including assets removed and not replaced after the announcement of the 

Acquisition), including:

1. The Ashtabula Complex;

2. The BATC Facility; provided, however, that the BATC Sublease may be 

substituted for the BATC Facility lease, if so requested by the Acquirer; 

3. The TiO2 Business Exclusive Products and TiO2 Business Exclusive Intellectual 

Property;

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

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

improvements thereto;

5. 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;

6. 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;

7. Inventories and accounts receivable;

8. Business Information; 

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

and all rights thereunder and related thereto; provided, however, that Replacement 

Contracts may be substituted for Shared Contracts; and

10. Governmental Authorizations and all pending applications therefor or renewals 

thereof;

Provided, however, the TiO2 Assets need not include:

a. Corporate headquarters of Respondents Tronox, TASNEE, and Cristal;
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b. Corporate, business, or other names of Respondents or any logo, 

trademark, service mark, domain name, trade or other name or any 

derivation thereof;

c. Software that can readily be purchased or licensed from sources other than 

Respondents and that has not been materially modified (other than through 

user preference settings);

d. Enterprise software that Respondent Cristal also uses in businesses other 

than the TiO2 Business;

e. The portion of any books and records that contains information about any 

business other than the business divested to an Acquirer;

f. Any original document that Respondents have a legal, contractual, or 

fiduciary obligation to retain the original; provided, however, that 

Respondents shall provide copies of the record and shall provide the 

Acquirer access to the original materials if copies are insufficient for 

regulatory or evidentiary purposes; and 

g. The following assets, unless the Commission, in its sole discretion and 

within 12 months of the date this Order is issued, determines in 

consultation with the Acquirer and the Monitor, that any such assets are 

necessary for the Acquirer to operate the TiO2 Assets or TiO2 Business in 

a manner that achieves the purposes of this Order: 

i. Excluded Contracts;

ii. Shared Intellectual Property, but only if the Shared Intellectual 

Property License is granted pursuant to Paragraph II of this Order;

iii. Those assets listed at Non-Public Appendix X to this Order.

GG. “TiO2 Business” means the research, development, manufacture, commercialization, 

distribution, marketing, exportation, advertisement, and sale of TiO2 in or from North 

America by Respondent Cristal. 

HH. “TiO2 Business Exclusive Intellectual Property” means Intellectual Property that, prior to 

the Divestiture Date, is used or held for use by the TiO2 Business and not by any of 

Respondents’ retained businesses, including the Intellectual Property described in NonPublic Appendix IV to this Order.

II. “TiO2 Business Exclusive Products” means TiO2 products that, prior to the Divestiture 

Date, are produced, sold, or held for use by the TiO2 Business and not by any of 

Respondents’ retained businesses, including the products listed on Appendix II to this 

Order.

JJ. “TiO2 Employees” means:

1. Respondents’ employees who were employed by or under contract with the TiO2 

Business (including, among others, all employees of the Ashtabula Complex and 

BATC Facility), or who regularly dedicated a portion of his/her time supporting, 

supervising, or working on behalf of the TiO2 Business, at any time between 

January 1, 2017 and the Divestiture Date; and
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2. Any other of Respondents’ employees or contractors who have advised, 

consulted, supervised, or performed work for or on behalf of the TiO2 Business

(including on a part-time, temporary, or ad hoc basis) at any time between 

January 1, 2017 and the Divestiture Date;

Provided, however, that TiO2 Employees may exclude those employees listed on 

Non-Public Appendix IX to this Order (“Retained Shared Employees”). 

KK. “Transition Assistance” means services, assistance, cooperation, training and access to 

personnel regarding the transfer and operation of the TiO2 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.), research and development, and sales and marketing 

(including customer service, supply chain management, and customer transfer logistics, 

etc.).

LL. “Transitional Product Supply” means Respondents’ provision of supply of TiO2, and/or 

any component or input thereof (including supplies of feedstock and raw materials), to an 

Acquirer.

II. (Divestiture)

IT IS FURTHER ORDERED that:

A. Within 30 days of the Acquisition Date, Respondents shall divest, absolutely and in good 

faith and at no minimum price, the TiO2 Assets to Ineos, pursuant to the Ineos 

Divestiture Agreement.

B. No later than the Divestiture Date, Respondents shall grant the Shared Intellectual 

Property License to Ineos providing: 

1. An exclusive (even as to Respondents), royalty-free, fully paid-up, perpetual, 

irrevocable, transferable, and sublicensable right to manufacture Shared Products 

in North America, and prohibiting Respondents on a perpetual basis from using 

Shared Intellectual Property to manufacture Shared Products in North America;

provided, however, that the Shared Intellectual Property License need not prohibit 

Respondents from: (i) selling Shared Products into North America if such 

products are made at a Respondent facility located outside of North America; or 

(ii) making aqueous and anhydrous grades of TiCl4 in North America

2. A non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, 

and sublicensable right to use Shared Intellectual Property to: (i) make TiO2 

(including but not limited to Shared Products) in North America; (ii) operate the 

TiO2 Business, including by extending existing products and services, developing 

new products and services, and expanding, constructing, or operating additional 

production facilities in North America, (iii) research, develop and manufacture
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any TiO2 product in North America, and (iv) commercialize, distribute, market, 

import, export, advertise and sell any TiO2 product worldwide;

3. An option to acquire, at a price and pursuant to terms set forth in the Ineos 

Divestiture Agreement, a non-exclusive, royalty-free, perpetual, irrevocable, 

transferable, and sublicensable right to use Shared Intellectual Property in the 

construction, conversion, expansion, retrofitting, opening, or operation of a TiO2 

production facility located outside North America in the territory described in the 

Ineos Divestiture Agreement (or multiple TiO2 facilities if acquired as part of a 

single transaction) and to manufacture, produce, and sell TiO2 products 

(including Shared Products) at or from such facilities; provided, however, that the 

option may expire 10 years after the Divestiture Date if the Acquirer has not 

elected to exercise the option within that time;

Provided, however, that the Shared Intellectual Property License relating to all the 

foregoing rights and options may limit: (i) transferability to the sale of the TiO2 Business 

and the applicable licensed facility(ies); and (ii) sublicensability to third parties acting for 

or on behalf of Ineos and its affiliates.

C. If Respondents have divested the TiO2 Assets and granted the Shared Intellectual 

Property License to Ineos before the Commission issues this Order, and the Commission

subsequently notifies Respondents that: 

1. Ineos is not an acceptable Acquirer of the TiO2 Assets, then Respondents shall:

a. Within 5 days of notification by the Commission, rescind the Ineos

Divestiture Agreement,

b. Within 120 days of the date the Commission notifies Respondents that 

Ineos is not an acceptable Acquirer, divest the TiO2 Assets as an ongoing 

business, absolutely and in good faith, at no minimum price, and grant the

Shared Intellectual Property License, to an Acquirer and in a manner that 

receives the prior approval of the Commission, and

c. Set forth the manner in which they will divest the TiO2 Assets, and 

comply with the other provisions of this Order, in a proposed Divestiture 

Agreement that is submitted to the Commission for the prior approval 

required by this Order; or

2. The manner of the divestiture is not acceptable, then the Commission will direct 

the Respondents (or appoint a Divestiture Trustee) to modify the divestiture in the 

manner the Commission determines is necessary to satisfy the requirements of 

this Order, which may include entering into additional agreements or 

arrangements, or modifying a Divestiture Agreement.

D. 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 of the Acquirer.

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

Consent required to transfer the TiO2 Assets, including Contracts and Governmental 
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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).

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

Respondents engage in negotiations to acquire the TiO2 Assets) with a due diligence 

investigation of the TiO2 Assets and the TiO2 Business, including by providing sufficient 

and timely access to all information and employees customarily provided as part of a due 

diligence process.

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 of the Divestiture 

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

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

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

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

Respondents shall comply with the Order.

B. Respondents shall not modify, replace, or extend the terms of the Divestiture Agreement 

after the Commission issues the Order without the prior approval of the Commission, 

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

IV. (Transition Assistance)

IT IS FURTHER ORDERED that:

A. Until Respondents have transferred all Business Information included in the TiO2 Assets, 

Respondents shall provide the Acquirer with access to records and information (wherever 

located and however stored) that Respondents have not yet transferred to the Acquirer, 

and to employees who possess the records and information. 

B. Respondents shall provide the Acquirer with Transition Assistance sufficient (i) to 

efficiently transfer the TiO2 Assets to the Acquirer and (ii) to operate the TiO2 Assets 

and TiO2 Business in a manner equivalent in all material respects to the manner in which 

Cristal operated the TiO2 Assets and TiO2 Business prior to the Acquisition, and shall:

1. Provide Transition Assistance:

a. As set forth in a Divestiture Agreement, or as otherwise reasonably 

requested by the Acquirer (whether before or after the Divestiture Date),

b. At the price set forth in a Divestiture Agreement, or if no price is set forth, 

at Direct Cost, and

c. For a period sufficient to meet the requirements of this paragraph, which 
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shall be at least 24 months after the Divestiture Date; and

2. Allow the Acquirer to terminate, in whole or part, any Transition Assistance 

provisions of the Divestiture Agreement upon commercially reasonable notice 

and without cost or penalty.

3. Respondents shall not seek to limit any damages (such as indirect, special, and 

consequential damages) which Acquirer would be entitled to receive in the event 

of Respondents’ breach of any agreement relating to the provision of Transition 

Assistance. 

C. Respondents shall provide Transitional Product Supply pursuant to a Supply Agreement 

that has been approved by the Commission.

D. Respondents shall not cease providing Transition Assistance or Transitional Product 

Supply due to a breach by the Acquirer of a Divestiture Agreement or Supply Agreement, 

and shall not limit the damages (including indirect, special, and consequential damages) 

that an Acquirer is entitled to receive in the event of Respondents’ breach of a Divestiture 

Agreement or Supply Agreement.

V. (Employees)

IT IS FURTHER ORDERED that:

A. Respondents shall cooperate with and assist any proposed Acquirer of the TiO2 Assets to

identify, evaluate independently, offer employment to, and hire the TiO2 Employees, 

with such cooperation and assistance including 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 TiO2 Employees and provide 

Employee Information for each; and 

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

TiO2 Employees;

2. Within 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 TiO2 Employees; and 

b. Make offers of employment to any of the TiO2 Employees;

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

offer of employment to any one or more of the TiO2 Employees, not offer any 

incentive to TiO2 Employees to decline employment with a proposed Acquirer, 

and not otherwise interfere with the recruitment of any TiO2 Employees by a 

proposed Acquirer; 
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4. Respondents shall remove any impediments within the control of Respondents 

that may deter any TiO2 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 TiO2 Employees 

who receive 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;

5. Respondents shall provide TiO2 Employees with sufficient financial incentives to 

continue in their positions, and as may be necessary to facilitate the employment 

of such TiO2 Employees by the proposed Acquirer. Such incentives shall include 

a continuation of all employee compensation and benefits offered by 

Respondents, including regularly scheduled or merit raises and bonuses, regularly 

scheduled vesting of pension benefits, and additional incentives as may be 

necessary. 

B. If, at any point within 6 months of the Divestiture Date, the Commission, in consultation 

with the Acquirer and the Monitor, determines in its sole discretion that the Acquirer 

should have the ability to interview, make offers of employment to, or hire any employee 

designated as a Retained Shared Employee on Non-Publix Appendix IX, then the

Commission may notify Respondents that such employee is to be removed from the 

Retained Shared Employees list, and the provisions of this Paragraph V shall apply to 

such employee as of that notification date. 

C. For a period of 2 years from the Divestiture Date, Respondents shall not, directly or 

indirectly, solicit or induce, or attempt to solicit or induce, any TiO2 Employee who has

accepted an offer of employment with, or who is employed by, an Acquirer to terminate 

his or her employment relationship with the Acquirer.

Provided, however, a violation of this provision will not occur if:

1. The TiO2 Employee’s employment has been terminated by the Acquirer;

2. Respondents advertise for employees in newspapers, trade publications, or other 

media not targeted specifically at any one or more of the employees of the 

Acquirer; or

3. Respondents hire a TiO2 Employee who has applied for employment with 

Respondents, provided that such application was not solicited or induced in 

violation of this Order.

VI. (Asset Maintenance)

IT IS FURTHER ORDERED that, pending divestiture of the TiO2 Assets, Respondents 

shall operate the TiO2 Assets in the ordinary course of business consistent with past practices, 

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

and competitiveness of the TiO2 Assets, to minimize any risk of loss of competitive 

potential of the TiO2 Assets, to operate the TiO2 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 of the TiO2 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 TiO2 Assets 

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

full economic viability, marketability, or competitiveness of the TiO2 Assets; and

B. Conduct or cause to be conducted the TiO2 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 TiO2 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 TiO2 Business; 

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

to facilitate the Acquirer’s acquisition of the TiO2 Assets and consistent with the 

purposes of the Order.

VII. (Additional Obligations)

IT IS FURTHER ORDERED that:

A. No later than 10 days after signing the Consent Agreement, 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 TiO2 Business by the Acquirer is not 

delayed or impaired by the Respondents;

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

TiO2 Assets and TiO2 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 TiO2 Assets and TiO2 

Business;

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

TiO2 Assets and TiO2 Business and to employees who possess or are able to 

locate such information; and 
15

4. Establish projected timelines for accomplishing all tasks necessary to effect the

transition to the Acquirer in an efficient and timely manner.

B. After the Divestiture Date, Respondents shall not:

1. Provide, disclose, or otherwise make available any Confidential Business 

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

Divestiture Agreement; or

2. Use any Confidential Business Information for any reason or purpose, other than 

as required or permitted by this Order or a Divestiture Agreement;

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

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

to use pursuant to this 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.

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 or any 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, and no less than annually for 3 years

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 VII of this Order, and subject to the Order to Maintain 

Assets, Respondent may use Confidential Business Information:

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

Order to Maintain Assets, or the Divestiture Agreements; and

2. To ensure compliance with legal and regulatory requirements, or as necessary to 

defend against legal claims.

VIII. (Monitor)

IT IS FURTHER ORDERED that:

A. Gerald Colamarino shall serve as the Monitor pursuant to the agreement executed by the 

Monitor and Respondents, and attached as Appendix VIII (“Monitor Agreement”) and 
16

Non-Public Appendix VIII-1 (“Monitor Compensation”). The Monitor is appointed to 

monitor Respondents’ compliance with the terms of this Order, the Order to Maintain 

Assets, and the Divestiture Agreement.

B. No later than 1 day after the Acquisition Date, 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, the Order 

to Maintain Assets, 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, the Order 

to Maintain Assets, 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 15 days after the Monitor has completed his/her

final report pursuant to Paragraph VIII.H of this 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, the Order to Maintain Assets, 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, the Order to Maintain Assets, 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.

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 
17

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

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

of this Order.

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

Order or the Order to Maintain Assets, 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 and the Order to Maintain Assets. 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 this 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, the Order to Maintain Assets, and the Divestiture Agreement 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.

M. The Monitor appointed pursuant to this Order may be the same person appointed as a 

Divestiture Trustee pursuant to the relevant provisions of this Order.
18

IX. (Divestiture Trustee)

IT IS FURTHER ORDERED that:

A. If Respondents have not fully complied with the obligations of Paragraph II of this Order, 

the Commission may appoint one or more Divestiture Trustees to divest any or all of the 

TiO2 Assets, enter Supply Agreements and agreements for Transition Assistance, grant 

the Shared Intellectual Property License, and perform Respondents’ other obligations in a 

manner that satisfies the requirements of this Order. In the event that the Commission or 

the Attorney General brings an action pursuant to Section 5(l) of the Federal Trade 

Commission Act, 15 U.S.C. § 45(l), or any other statute enforced by the Commission, 

Respondents shall consent to the appointment of a Divestiture Trustee in such action to 

divest the required assets. Neither the appointment of a Divestiture Trustee nor a 

decision not to appoint a Divestiture Trustee under this Paragraph IX shall preclude the 

Commission or the Attorney General from seeking civil penalties or any other relief 

available to it, including one or more court-appointed Divestiture Trustees, pursuant to 

Section 5(l) of the Federal Trade Commission Act, or any other statute enforced by the 

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

B. The Commission may select one or more Divestiture Trustees, subject to the consent of 

Respondents, which consent shall not be unreasonably withheld. The Commission may 

appoint one Divestiture Trustee or separate Divestiture Trustees to divest one or more of 

the TiO2 Assets, enter Supply Agreements and agreements for Transition Assistance, 

grant the Shared Intellectual Property License, and perform Respondents’ other 

obligations in a manner that satisfies the requirements of this Order. Any Divestiture 

Trustee shall be a person with experience and expertise in acquisitions and divestitures. 

If Respondents have not opposed, in writing, and stated in writing their reasons for 

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

the staff of the Commission to Respondents of the identity of any proposed Divestiture 

Trustee, Respondents shall be deemed to have consented to the selection of the proposed 

Divestiture Trustee.

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

shall execute a trust agreement for any divestitures required by this Order that, 

subject to the prior approval of the Commission, transfers to the Divestiture 

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

effectuate the divestitures required by, and satisfy the additional obligations 

imposed by this Order. Any failure by Respondents to comply with a trust 

agreement approved by the Commission shall be a violation of this Order.

2. If a Divestiture Trustee is appointed by the Commission or a court pursuant to this 

Paragraph, Respondents shall consent to the following terms and conditions 

regarding the Divestiture Trustee’s powers, duties, authority, and responsibilities:

a. Subject to the prior approval of the Commission, the Divestiture Trustee 

shall have the exclusive power and authority to effectuate the divestitures

required by, and satisfy the additional obligations (including obligations to 
19

provide Transition Assistance, Transitional Product Supply, and grant the 

Shared Intellectual Property License) imposed by, this Order.

b. The Divestiture Trustee shall have 1 year after the date the Commission 

approves each trust agreement described herein to accomplish the 

divestitures required by this Order, which shall be subject to the prior 

approval of the Commission. If, however, at the end of the 1 year period, 

the Divestiture Trustee has submitted a plan to satisfy the divestiture 

obligations of this Order, or believes that such obligations can be achieved 

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

or, in the case of a court-appointed Divestiture Trustee, by the court; 

provided, however, that the Commission may extend the period only 2 

times. 

c. Subject to any demonstrated legally recognized privilege, any 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 

divested by this Order and to any other relevant information, as the 

Divestiture Trustee may request. Respondents shall develop such 

financial or other information as any Divestiture Trustee may request and 

shall cooperate with the Divestiture Trustee. Respondents shall take no 

action to interfere with or impede any Divestiture Trustee’s 

accomplishment of the divestiture. Any delays caused by Respondents 

shall extend the time under this Paragraph IX for a time period equal to the 

delay, as determined by the Commission or, for a court-appointed 

Divestiture Trustee, by the court.

d. Any Divestiture Trustee shall use commercially reasonable 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 that receives the prior 

approval of the Commission and to an Acquirer that receives the prior 

approval of the Commission as required by this Order; provided, however,

if any Divestiture Trustee receives bona fide offers for any asset to be 

divested from more than one acquiring entity, and if the Commission 

determines to approve more than one such acquiring entity, the Divestiture 

Trustee shall divest to the acquiring entity selected by Respondents from 

among those approved by the Commission; provided further, however,

that Respondents shall select such entity within 5 days after receiving 

notification of the Commission’s approval.

e. Any Divestiture Trustee shall serve, without bond or other security, at the 

cost and expense of Respondents, on such reasonable and customary terms 

and conditions as the Commission or a court may set. Any Divestiture 

Trustee shall have the authority to employ, at the cost and expense of 

Respondents, such consultants, accountants, attorneys, investment 

bankers, business brokers, appraisers, and other representatives and 
20

assistants as are necessary to carry out the Divestiture Trustee’s duties and 

responsibilities. Any Divestiture Trustee shall account for all monies 

derived from the divestitures and all expenses incurred. After approval by 

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

for the Divestiture Trustee’s services, all remaining monies shall be paid at 

the direction of Respondents, and the Divestiture Trustee’s power shall be 

terminated. The compensation of any Divestiture Trustee shall be based at 

least in significant part on a commission arrangement contingent on the 

divestiture of all of the relevant assets that are required to be divested by 

this Order.

f. Respondents shall indemnify any 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 of the 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, malfeasance, willful or wanton 

acts, or bad faith by the Divestiture Trustee.

g. Any Divestiture Trustee shall have no obligation or authority to operate or 

maintain the relevant assets required to be divested by this Order.

h. Any Divestiture Trustee shall report in writing to Respondents and to the 

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

accomplish the divestitures.

i. Respondents may require any Divestiture Trustee and each of the 

Divestiture Trustee’s consultants, accountants, attorneys, and other 

representatives and assistants to sign a customary confidentiality 

agreement; provided, however, such agreement shall not restrict the 

Divestiture Trustee from providing any information to the Commission.

C. If the Commission determines that any 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 this Paragraph IX.

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

on its own initiative or at the request of any Divestiture Trustee, issue such additional 

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

required by this Order.
21

X. (Compliance Reports)

IT IS FURTHER ORDERED that:

A. Respondents shall:

1. Notify Commission staff via email at bccompliance@ftc.gov of:

a. The Acquisition Date, no later than 5 days after the Acquisition Date; and

b. The Divestiture Date, no later than 5 days after the Divestiture Date; 

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 shall file verified written reports (“compliance reports”) in accordance with 

the following:

1. Respondents shall submit an interim compliance report 30 days after the Order is 

issued, and additional interim reports every 30 days thereafter until Respondents 

have fully complied with the provisions of Paragraph II; annual compliance 

reports one year after the date this Order is issued, and annually for the next 4

years on the anniversary of that date; and additional compliance reports as the 

Commission or its staff may request;

2. Each compliance report shall set forth in detail the manner and form in which 

Respondents intend to comply, are complying, and have complied with this Order. 

Each compliance report shall contain sufficient information and documentation to 

enable the Commission to determine independently whether Respondents are in 

compliance with the Order. Conclusory statements that Respondents have 

complied with their obligations under the Order are insufficient. Respondents 

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 the Order, a description of all 

substantive contacts or negotiations for the divestitures and the identities of all 

parties contacted, and such supporting materials shall be retained and produced 

later if needed.

3. Respondents 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 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 shall provide a copy of each 
22

compliance report to the Monitor if the Commission has appointed one in this 

matter.

XI. (Change in Respondent)

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least 30 

days prior to:

A. Any proposed dissolution of Respondent Tronox Limited;

B. Any proposed acquisition, merger or consolidation of Respondent Tronox Limited; or

C. Any other change in Respondents, including assignment and the creation, sale, or 

dissolution of subsidiaries, if such change may affect compliance obligations arising out 

of this Order.

XII. (Access)

IT IS FURTHER ORDERED that, for purposes 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 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, 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.

XIII. (Purpose)

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

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

TiO2 Business in a manner equivalent in all material respects to the manner in which 

Respondent Cristal operated the TiO2 Business prior to the Acquisition. 
23

XIV. (Term)

IT IS FURTHER ORDERED that this Order shall terminate May 28, 2029.

By the Commission.

April J. Tabor

Acting Secretary

SEAL

ISSUED: May 28, 2019
24

APPENDIX I

Ineos Divestiture Agreement

[Redacted From the Public Record Version, But Incorporated By Reference]
25

APPENDIX II

TiO2 Business Exclusive Products

Tiona 596

Tiona 596(S) slurry

Tiona 595 slurry

Tiona 188

Tiona RCS-P

Tiona RCL-6

Tiona RCL-2

Tiona RCS-2

Tiona RCL-188

Tiona RCL-535

Tiona RCS-535
26

APPENDIX III

Shared Products

Tiona RCL-4

Tiona RCL-69

Tiona 595

Tiona 696 

Tiona RCL-9

Tiona RCL-722

All aqueous and anhydrous grades of TiCl4
27

APPENDIX IV

TiO2 Business Exclusive Intellectual Property

[Redacted From the Public Record Version, But Incorporated By Reference]
28

APPENDIX V

Shared Intellectual Property

[Redacted From the Public Record Version, But Incorporated By Reference]
29

APPENDIX VI

Shared Contracts

[Redacted From the Public Record Version, But Incorporated By Reference]
30

APPENDIX VII

Excluded Contracts

[Redacted From the Public Record Version, But Incorporated By Reference]
31

APPENDIX VIII

Monitor Agreement
32

APPENDIX VIII-1

Monitor Compensation

[Redacted From the Public Record Version, But Incorporated By Reference]
33

APPENDIX IX

Retained Shared Employees

[Redacted From the Public Record Version, But Incorporated By Reference]
34

APPENDIX X

Excluded Assets

[Redacted From the Public Record Version, But Incorporated By Reference]