UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: 

In the Matter of 

Lina M. Khan, Chair 

Noah Joshua Phillips 

Rebecca Kelly Slaughter 

Christine S. Wilson 

AMERICAN SECURITIES PARTNERS VII, L.P., 

a limited partnership; 

PRINCE INTERNATIONAL CORPORATION, 

a corporation; 

and 

FERRO CORPORATION, 

a corporation. 

COMPLAINT 

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COMPLAINT 

Docket No. CPursuant to the Clayton Act and the Federal Trade Commission Act ("FTC Act"), and its 

authority thereunder, the Federal Trade Commission ("Commission"), having reason to believe 

that Respondent Prince International Corporation ("Prince"), a corporation subject to the 

jurisdiction of the Commission, whose ultimate parent entity is Respondent American Securities 

Partners VII, L.P. ("American Securities"), a limited partnership subject to the jurisdiction of the 

Commission, has agreed to acquire Ferro Corporation ("Ferro"), a corporation subject to the 

jurisdiction of the Commission, in violation of Section 5 of the FTC Act, as amended, 15 U.S.C. 

§ 45, and that such acquisition, if consummated, would violate Section 7 of the Clayton Act, as 

amended, 15 U.S.C. § 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. § 45, and it 

appearing to the Commission that a proceeding in respect thereof would be in the public interest, 

hereby issues its Complaint, stating its charges as follows: 

I. RESPONDENTS 

1. Respondent Prince International Corporation is a corporation organized, existing, 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 15311 Vantage Parkway West, Suite 

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350, Houston, TX 77032. 

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

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

its executive offices and principal place of business located at 590 Madison Avenue, 38th 

Floor, New York, New York, 10022. 

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 of business located at 6060 Parkland Boulevard, Mayfield Heights, Ohio, 

44124. 

4. Each Respondent is, and at all times relevant herein has been, engaged in commerce, as 

"commerce" is defined in Section 1 ofthe Clayton Act as amended, 15 U.S.C. § 12, and 

engages in business that is in or affects commerce, as "commerce" is defined in Section 4 

ofthe FTC Act, as amended, 15 U.S.C. § 44. 

II. THE PROPOSED ACQUISITION 

5. Pursuant to an agreement and plan ofmerger dated May 11, 2021, Respondent Prince 

proposes to acquire all of the outstanding and issued voting securities ofRespondent 

Ferro in a transaction valued at approximately $2.1 billion (the "Acquisition"). The 

Acquisition is subject to Section 7 ofthe Clayton Act, as amended, 15 U.S.C. § 18. 

III. THE RELEVANT MARKETS 

6. The relevant lines of commerce in which to analyze the effects ofthe Acquisition are the 

manufacture and sale ofthe following products: 

a. porcelain enamel frit; 

b. glass enamel; and 

c. forehearth colorants. 

7. Porcelain enamel frit is a glass-based product used to create heat-tolerant, scratch and 

corrosion resistant coatings (porcelain enamel) for appliances, water heaters, cookware, 

and other applications. Porcelain enamel frit is necessary to make porcelain enamel. 

There are no good substitutes for porcelain enamel in the various applications in which it 

is used. 

8. Glass enamel is a liquid paste or powder that is added to glass surfaces, such as appliance 

doors, architectural panels, and glass bottles, for aesthetic purposes, such as adding color 

or decoration; and to automotive windshields, for functional purposes, such as blocking 

UV light. There are no good substitutes for glass enamel in the various applications in 

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which it is used. 

9. Forehearth colorants are glass-based products added to the forehearths of certain glass 

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

There is no good substitute for forehearth colorants. 

10. North America is the relevant geographic area in which to assess the competitive effects 

ofthe Acquisition in porcelain enamel frit. Prince supplies its U.S. customers from a 

plant in Leesburg, Alabama, while Ferro suppliers its U.S. customers from a plant in 

Villagran, Mexico. 

11. The world is the relevant geographic area in which to assess the competitive effects ofthe 

Acquisition in glass enamel and forehearth colorants. Prince supplies its U.S. glass 

enamel customers from a plant in Cambiago, Italy, while Ferro supplies its U.S. 

customers from a plant in Villagran, Mexico. Prince supplies its U.S. forehearth colorant 

customers with products made at a plant in Bruges, Belgium that are further processed in 

Leesburg, Alabama, while Ferro supplies its U.S. customers with products made at a 

plant in Villagran, Mexico that are further processed in Orrville, Ohio. 

IV. THE STRUCTURE OF THE MARKETS 

12. The North American market for porcelain enamel frit is highly concentrated. 

Respondents have a combined share of about of sales ofthe overall North 

American market for porcelain enamel frit and about ofthe sales ofthe noncaptive, merchant North American market for porcelain enamel frit. 

13. The world market for glass enamel is highly concentrated, with the two leading 

producers, Ferro and Fenzi Holdings SPV S.p.A., having a combined market share of 

about Prince, the third largest competitor, has about a market share. 

14. The world market for forehearth colorant is highly concentrated. Ferro and Prince are the 

two largest producers of forehearth colorant in the world, with a combined market share 

of about . 

V. ENTRY CONDITIONS 

15. Entry into the relevant markets described in Paragraphs 12-14 would not be timely, 

likely, or sufficient in magnitude, character, and scope to deter or counteract the 

anticompetitive effects of the Acquisition. De novo entry would not take place in a 

timely manner because the time and cost required to construct a new plant, and the time 

required to obtain approvals at customer accounts. In addition, no other entry is likely to 

occur such that it would be timely and sufficient to deter or counteract the competitive 

harm likely to result from the Acquisition. 

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VI. THE EFFECTS OF THE ACQUISITION 

16. The effects ofthe Acquisition, if consummated, may be to substantially lessen 

competition in violation of Section 7 ofthe Clayton Act, as amended, 15 U.S.C. § 18, and 

Section 5 ofthe FTC Act, as amended, 15 U.S.C. § 45, by: 

a. increasing the likelihood that Prince would unilaterally exercise market power in 

the relevant markets; and 

b. increasing the likelihood of collusive or coordinated interaction between any 

remaining competitors in the relevant markets. 

17. The parties' documents show that they regard each other as the leading, and perhaps only 

other practical competitor, in porcelain enamel in North America. In an email to a major 

porcelain enamel user, Prince states: 

A Ferro strategic document states: and its 

18. The parties' documents also show that price competition between the two parties is 

intense in porcelain enamel. A Prince strategic review states that 

A Prince management review states 

19. The parties' documents show that Prince may be in a position to rapidly increase its 

market share in the glass enamel market, particularly in the automotive segment. Prince 

currently produces a glass enamel paste for the traditional silk screen application process 

and estimates that it has However, Prince is developing an 

innovative technology, referred to as digital ink, which could lead to Prince becoming a 

major supplier in this segment. Digital ink, which contains glass enamel paste, may have 

significant productivity savings over the traditional method of application, screen 

printing. A Prince strategic document states 

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VII. VIOLATIONS CHARGED

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20. The Acquisition described in Paragraph 5 constitutes a violation of Section 5 of the FTC

Act, as amended, 15 U.S.C. § 45.

21. The Acquisition described in Paragraph 5, if consummated, would constitute a violation

of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC

Act, as amended, 15 U.S.C. § 45.

WHEREFORE, THE PREMISES CONSIDERED, the Federal Trade 

Commission on this twentieth day of April, 2022 issues its Complaint against said 

Respondents. 

By the Commission. 

April J. Tabor 

Secretary 

SEAL: 

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