Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 39059 

Licensing Center, either by mail at 244 

Needy Road, Martinsburg, WV 25405, 

by email at Shawn.Stevens@atf.gov, or 

by telephone at 304–616–4400. 

SUPPLEMENTARY INFORMATION: Written 

comments and suggestions from the 

public and affected agencies concerning 

the proposed collection of information 

are encouraged. Your comments should 

address one or more of the following 

four points: 

—Evaluate whether the proposed 

collection of information is necessary 

for the proper performance of the 

functions of the agency, including 

whether the information will have 

practical utility; 

—Evaluate the accuracy of the agency’s 

estimate of the burden of the 

proposed collection of information, 

including the validity of the 

methodology and assumptions used; 

—Evaluate whether and if so how the 

quality, utility, and clarity of the 

information to be collected can be 

enhanced; and 

—Minimize the burden of the collection 

of information on those who are to 

respond, including through the use of 

appropriate automated, electronic, 

mechanical, or other technological 

collection techniques or other forms 

of information technology, e.g., 

permitting electronic submission of 

responses. 

Overview of this Information Collection 

1. Type of Information Collection 

(check justification or form 83): 

Extension without change of a currently 

approved collection. 

2. The Title of the Form/Collection: 

Federal Explosives License/Permit (FEL) 

Renewal Application. 

3. The agency form number, if any, 

and the applicable component of the 

Department sponsoring the collection: 

Form number (if applicable): ATF 

Form 5400.14/5400.15, Part III. 

Component: Bureau of Alcohol, 

Tobacco, Firearms and Explosives, U.S. 

Department of Justice. 

4. Affected public who will be asked 

or required to respond, as well as a brief 

abstract: 

Primary: Business or other for-profit. 

Other (if applicable): Individuals or 

households. 

Abstract: Explosives licensees and 

permittees must file the Federal 

Explosives License/Permit (FEL) 

Renewal Application—ATF Form 

5400.14/5400.15, Part III to maintain a 

valid license or permit, to continue 

engaging in the explosives material 

business, and/or transporting or buying 

explosives material in interstate 

commerce. 

5. An estimate of the total number of 

respondents and the amount of time 

estimated for an average respondent to 

respond: An estimated 2,500 

respondents will use the form annually, 

and it will take each respondent 

approximately 20 minutes to complete 

their responses. 

6. An estimate of the total public 

burden (in hours) associated with the 

collection: The estimated annual public 

burden associated with this collection is 

825 hours, which is equal to 2,500 (# of 

respondents) * .33 (20 minutes). 

If additional information is required 

contact: Melody Braswell, Department 

Clearance Officer, United States 

Department of Justice, Justice 

Management Division, Policy and 

Planning Staff, Two Constitution 

Square, 145 N Street NE, Mail Stop 

3E.405A, Washington, DC 20530. 

Dated: July 20, 2021. 

Melody Braswell, 

Department Clearance Officer for PRA, U.S. 

Department of Justice. 

[FR Doc. 2021–15715 Filed 7–22–21; 8:45 am] 

BILLING CODE 4410–FY–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Danfoss A/S, et al. 

Proposed Final Judgment and 

Competitive Impact Statement 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16(b)–(h), that a proposed 

Final Judgment, Stipulation, and 

Competitive Impact Statement have 

been filed with the United States 

District Court for the District of 

Columbia in United States of America v. 

Danfoss A/S and Eaton Corporation plc, 

Civil Action No. 1:21–cv–1880–CJN. On 

July 14, 2021, the United States filed a 

Complaint alleging that Danfoss’s 

proposed acquisition of Eaton 

Corporation plc’s hydraulics business 

would violate Section 7 of the Clayton 

Act, 15 U.S.C. 18. The proposed Final 

Judgment, filed at the same time as the 

Complaint, requires Danfoss to divest 

three Danfoss hydraulic orbital motor 

and hydraulic steering unit 

manufacturing facilities and from Eaton 

two orbital motor production lines and 

one hydraulic steering unit production 

line. 

Copies of the Complaint, proposed 

Final Judgment, and Competitive Impact 

Statement are available for inspection 

on the Antitrust Division’s website at 

http://www.justice.gov/atr and at the 

Office of the Clerk of the United States 

District Court for the District of 

Columbia. Copies of these materials may 

be obtained from the Antitrust Division 

upon request and payment of the 

copying fee set by Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, including the name of the 

submitter, and responses thereto, will be 

posted on the Antitrust Division’s 

website, filed with the Court, and, under 

certain circumstances, published in the 

Federal Register. Comments should be 

submitted in English and directed to Jay 

Owen, Acting Chief, Defense, 

Industrials, and Aerospace Section, 

Antitrust Division, Department of 

Justice, 450 Fifth Street NW, Suite 8700, 

Washington, DC 20530 (email address: 

jay.owen@usdoj.gov). 

Suzanne Morris, 

Chief, Premerger and Division Statistics, 

Antitrust Division. 

United States District Court for the 

District of Columbia 

United States of America, U.S. 

Department of Justice, Antitrust 

Division, 450 Fifth Street NW, Suite 

8700, Washington, DC 20530, Plaintiff v. 

Eaton Corporation plc, Eaton House, 30 

Pembroke Road, Dublin 4, Ireland and 

Danfoss A/S, Nordborgvej 81, DK–6430v 

Nordborg, Denmark, Defendants. 

Civil Action No.: 1:21–cv–1880–CJN 

Complaint 

The United States of America 

(‘‘United States’’), acting under the 

direction of the Attorney General of the 

United States, brings this civil antitrust 

action against Defendants Eaton 

Corporation plc (‘‘Eaton’’) and Danfoss 

A/S (‘‘Danfoss’’) to enjoin Danfoss’s 

proposed acquisition of Eaton’s 

hydraulics business. The United States 

complains and alleges as follows: 

I. Nature of the Action 

1. Pursuant to a Transaction 

Agreement dated January 21, 2020, 

Danfoss intends to acquire Eaton’s 

hydraulics business for approximately 

$3.3 billion. The hydraulic power 

components that Danfoss and Eaton 

manufacture make it possible to steer, 

propel, and operate equipment used to 

pave roads, harvest produce, construct 

buildings, and perform other heavy 

industrial and agricultural tasks across 

the United States every day. 

2. Danfoss and Eaton are two of only 

three suppliers of hydraulic orbital 

motors (‘‘orbital motors’’) and hydraulic 

steering units (‘‘steering units’’) used in 

tractors, wheel loaders, lifts, and other 

types of mobile off-road equipment in 

the United States. Orbital motors, also 


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called ‘‘low-speed, high-torque’’ motors, 

are a low-cost way to move heavy loads 

in a slow, and thus controlled, way. 

Steering units direct hydraulic fluid in 

response to commands from equipment 

operators and are necessary for any 

hydraulic steering system to function. 

Three of every four orbital motors and 

four of every five steering units 

purchased in the United States are 

supplied by either Danfoss or Eaton. 

3. Competition between Danfoss and 

Eaton has driven prices down and 

spurred the production of new and 

better orbital motors and steering units. 

The proposed merger would eliminate 

this competition, leading to higher 

prices, lower quality, and diminished 

innovation. 

4. As a result, the proposed 

acquisition would substantially lessen 

competition in the market for the 

design, manufacture, and sale of orbital 

motors and steering units for mobile offroad equipment in the United States in 

violation of Section 7 of the Clayton 

Act, 15 U.S.C. 18. 

II. Defendants and the Transaction 

5. Danfoss is a global corporation 

headquartered in Nordborg, Denmark 

that specializes in the manufacturing of 

components and engineering 

technologies for, inter alia, hydraulics 

for off-road machinery. Danfoss’s Power 

Solutions division produces hydraulic 

pumps, motors, valves and steering 

solutions, as well as electronic 

components, software, motors, and 

converters. The Power Solutions 

division accounted for 35% of Danfoss’s 

Ö6.3 billion in revenue in 2019. 

6. Eaton is a global corporation 

headquartered in Dublin, Ireland that 

focuses on power management solutions 

for electrical, hydraulics, aerospace, and 

vehicle applications. Eaton Hydraulics, 

based in Eden Prairie, Minnesota, 

consists of a Fluid Conveyance Division 

that sells hoses and other fluid 

conveyance products and a Power & 

Motion Controls Division offering 

hydraulic motors, power units, valves, 

and steering units. The Power & Motion 

Controls division had sales of $2.2 

billion in 2019. 

7. On January 21, 2020, Danfoss and 

Eaton signed an agreement under which 

Danfoss will acquire Eaton’s hydraulics 

business in exchange for $3.3 billion. 

III. Jurisdiction and Venue 

8. The United States brings this action 

under Section 15 of the Clayton Act, 15 

U.S.C. 25, to prevent and restrain 

Defendants from violating Section 7 of 

the Clayton Act, 15 U.S.C. 18. 

9. Defendants design, manufacture, 

and sell orbital motors and steering 

units for mobile off-road equipment 

throughout the United States, and their 

activities in these areas substantially 

affect interstate commerce. This Court 

therefore has subject matter jurisdiction 

over this action pursuant to Section 15 

of the Clayton Act, 15 U.S.C. 25, and 28 

U.S.C. 1331, 1337(a), and 1345. 

10. Defendants have consented to 

venue and personal jurisdiction in this 

judicial district. Venue is therefore 

proper in this district under Section 12 

of the Clayton Act, 15 U.S.C. 22, and 

under 28 U.S.C. 1391(b) and (c). 

IV. Industry Background 

A. Hydraulic Systems 

11. Most heavy industrial and 

agricultural operations rely on 

specialized equipment to perform work 

‘‘off-road’’ (e.g., in a construction site, a 

field, a forest, a mine, or on a golf 

course). The predominant drive 

technology for this equipment is a 

hydraulic system, which uses hydraulic 

fluid to generate power. 

12. The basic architecture of a 

hydraulic system includes a reservoir 

for hydraulic fluid; a pump to move that 

fluid; valves to control the liquid in 

various ways (e.g., pressure, flow, or 

direction); a motor to convert hydraulic 

pressure into mechanical energy; and 

components that accomplish the 

intended task, such as cylinders. 

13. Mobile off-road equipment often 

has multiple hydraulic systems. Each 

system serves one of three functions: To 

carry out the steering commands given 

by a driver, to propel equipment 

forward, or to make the equipment 

perform its intended work function (e.g., 

to operate the forks on a forklift or raise 

a scissor lift’s platform). 

14. Original Equipment 

Manufacturers (‘‘OEMs’’) of mobile offroad equipment select components of 

hydraulic systems individually, 

considering the performance 

requirements of the equipment at issue, 

price, and the space available to house 

the components selected. To determine 

components for a new platform, OEMs 

may solicit bids, seek the services of a 

distributor, collaborate with a preferred 

provider, or use in-house engineers as 

experts. 

B. Orbital Motors 

15. While all hydraulic motors turn 

hydraulic pressure into mechanical 

energy, there are different designs that 

can be used for mobile equipment: Gear 

motors, orbital motors, vane motors, and 

piston motors. Each design presents a 

different value proposition in terms of 

power, pressure, fluid displacement, 

torque, and rotational speed. OEMs 

consider each of these performance 

characteristics, as well as price and 

physical size, when selecting a motor to 

be used in a particular hydraulic 

system. 

16. There is a direct relationship 

between a motor’s power metrics and its 

price. In addition to being more 

expensive, a motor that is more 

powerful than necessary for the job has 

less operating efficiency. Thus, OEMs 

prefer products that meet, but do not 

exceed, their desired performance 

specifications. Once selected, it is 

difficult and expensive for an OEM to 

switch motor designs because of the 

need to retrofit the equipment to the 

new motor. 

17. Orbital motors have a rotating gear 

design consisting of an external gear 

ring and an inner gear star. When the 

internal gear star rotates in a planetarytype movement, fluid that has been 

inserted by a pump is displaced 

between every gear tooth. The result is 

a high torque output at a low rotational 

speed. For this reason, orbital motors 

are also referred to as ‘‘low- speed, high 

torque’’ motors. 

18. Orbital motors are in the ‘‘low-tomedium’’ power category of motors, 

generating fewer than 100 kilowatts of 

power. However, an orbital motor is 

efficient and generates high output 

levels of torque at low rotational speeds, 

which makes it easier to control the 

movement of heavy loads. Orbital 

motors are also uniquely attractive to 

OEMs because they come in a standard 

compact size, which OEMs can count on 

when designing mobile off-road 

equipment. 

19. Because orbital motors are more 

commoditized and thus less expensive 

than other motors that produce similar 

amounts of torque, they are considered 

a ‘‘workhorse’’ motor for many OEMs 

that design mobile off-road equipment, 

and can be used for the ‘‘work’’ or 

‘‘propel’’ functions for a long list of 

mobile off-road equipment, including 

potato harvesters, wheel loaders, skid 

steer loaders, aerial lifts, asphalt pavers, 

rollers, salt spreaders, harvesters, and 

street sweepers. 

20. In contrast to orbital motors, 

piston motors are higher powered, 

higher priced, larger, and often 

inefficient for an application that is 

appropriate for an orbital motor. 

Similarly, gear and vane motors fail to 

meet an orbital motor’s performance 

metrics for torque. 

C. Hydraulic Steering Units 

21. An OEM designing a power 

steering system for mobile off-road 

equipment can choose from three 

different steering technologies: 


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1U.S. Department of Justice and the Federal 

Trade Commission, Horizontal Merger Guidelines, 

available at https://www.justice.gov/atr/file/ 

810276/download (Aug. 19, 2010). 

Hydraulic, electrohydraulic, and 

electric. Hydraulic steering systems—by 

far the most common technology used 

in off-road equipment—use commands 

from a driver to turn a vehicle’s wheels 

using hydraulic fluid. Electrohydraulic 

steering systems build on hydraulic 

steering systems by adding 

electronically-controlled components 

that make steering with a joystick or 

GPS-guided steering function possible. 

Electric steering does not require 

hydraulics components and instead 

generates the power assist needed for 

steering through electric motors. 

22. Hydraulic steering systems move 

pressurized hydraulic fluid through a 

circuit to control cylinders connected to 

the wheels of mobile off-road 

equipment. The piece of a hydraulic 

steering system that determines the 

direction that the fluid moves and 

provides pressure control is called a 

steering unit. 

23. All hydraulic steering systems— 

even those with some electronic 

components—require a steering unit. If 

an OEM wished to design around a 

steering unit for mobile off-road 

equipment, it would have to shift the 

entirety of the steering system from 

hydraulic technology to the more 

expensive electric technology. 

V. The Relevant Markets Threatened by 

the Acquisition 

A. Relevant Product Markets 

24. An OEM in need of an orbital 

motor’s performance characteristics for 

a mobile off-road vehicle design would 

not simply substitute an alternative 

motor technology. No other motor offers 

the same combination of (1) efficiency 

(i.e., operating power necessary for the 

intended use), (2) torque output, and (3) 

low price. Vane and gear motors do not 

meet the torque output performance 

metrics of an orbital motor, and piston 

and electric motors are more expensive 

and less efficient than an orbital motor. 

In order for a customer to switch to any 

of these alternative technologies, that 

customer would need to downgrade its 

performance expectations, engage in a 

costly redesign, or spend significantly 

more money. 

25. Because of these factors, in the 

event of a small but significant increase 

in price by a hypothetical monopolist of 

orbital motors, substitution away from 

orbital motors would be insufficient to 

render the price increase unprofitable. 

Orbital motors for mobile off-road 

equipment are therefore a line of 

commerce, or relevant product market, 

for purposes of analyzing the effects of 

the acquisition under Section 7 of the 

Clayton Act, 15 U.S.C. 18. 

26. Similarly, an increase in the price 

of hydraulic steering systems would not 

cause OEM customers to replace a 

hydraulic steering system in mobile offroad equipment with electric steering 

technology. Electric steering 

technology—the only alternative 

steering system that does not require a 

hydraulic steering unit—is largely 

unproven and more expensive than 

hydraulic steering technology. Electric 

steering, for example, is vulnerable in 

wet terrains and often lacks the power 

necessary to move cylinders connected 

to the wheels of large off-road 

equipment. Finally, the switching costs 

from hydraulic steering to electric 

steering are high and would require a 

costly redesign by OEMs. 

27. Because of these factors, in the 

event of a small but significant increase 

in price by a hypothetical monopolist of 

steering units, substitution away from 

steering units would be insufficient to 

render the price increase unprofitable. 

Steering units for mobile off-road 

equipment are therefore a line of 

commerce, or relevant product market, 

for purposes of analyzing the effects of 

the acquisition under Section 7 of the 

Clayton Act, 15 U.S.C. 18. 

B. Geographic Markets 

28. OEMs located in the United States 

cannot reasonably turn to suppliers 

without a U.S. presence for the supply 

of orbital motors or steering units for 

mobile off-road equipment. Long lead 

times due to international shipping and 

unexpected delays in the delivery of 

products can cause significant business 

disruption. Customers similarly require 

that suppliers warehouse new and 

replacement parts to avoid costly delays 

or interruptions to business operations 

and expect local service and support 

from suppliers. 

29. A hypothetical monopolist of 

orbital motors or steering units sold in 

the United States could profitably 

impose a small but significant nontransitory increase in price for orbital 

motors or steering units without losing 

sufficient sales to render the price 

increase unprofitable. Nor would the 

price increase be defeated by arbitrage, 

e.g., by OEMs purchasing through 

subsidiaries located outside the United 

States. Accordingly, the relevant 

geographic market for the purposes of 

analyzing the effects of the acquisition 

on orbital motors and steering units for 

mobile off-road equipment under 

Section 7 of the Clayton Act, 15 U.S.C. 

18, is the United States. 

VI. Danfoss’s Proposed Acquisition of 

Eaton’s Hydraulics Business Is Likely 

To Result in Anticompetitive Effects 

30. The proposed transaction would 

lessen competition and harm customers 

for orbital motors and steering units for 

mobile off-road equipment in the United 

States by eliminating the substantial 

head-to-head competition that currently 

exists between Danfoss and Eaton. 

Customers would pay higher prices and 

receive lower quality and service for 

orbital motors and steering units as a 

result of the acquisition. 

31. In the United States, Danfoss and 

Eaton are the two largest suppliers of 

orbital motors for mobile off-road 

equipment, with market shares of 

approximately 53% and 24%, 

respectively. The only other major 

supplier of orbital motors for mobile offroad equipment has a 9% share of the 

market. Together, Danfoss and Eaton 

would account for over 75% of sales of 

orbital motors in United States. 

32. In the United States, Danfoss and 

Eaton are the two largest suppliers of 

steering units for mobile off-road 

equipment, with market shares of 

approximately 43% and 41%, 

respectively. The only other major 

supplier of steering units for mobile offroad equipment has a considerably 

smaller market share of less than 1%. 

Together, Danfoss and Eaton would 

account for approximately 84% of sales 

of steering units in the United States. 

33. As articulated in the Horizontal 

Merger Guidelines issued by the 

Department of Justice and the Federal 

Trade Commission (the ‘‘Horizontal 

Merger Guidelines’’ 1), the HerfindahlHirschman Index (or ‘‘HHI,’’ as 

described in Appendix A) is a widely 

used measure of market concentration. 

Market concentration is often a useful 

way of measuring the likely 

anticompetitive effects of an acquisition. 

The more concentrated a market, the 

higher the likelihood that a transaction 

will result in a meaningful reduction in 

competition and harm customers. 

Markets in which the HHI exceeds 2,500 

points are considered highly 

concentrated, and transactions that 

result in highly concentrated markets 

and increase the HHI by more than 200 

points are presumed to be likely to 

enhance market power. 

34. In the market for orbital motors for 

mobile off-road equipment, the premerger HHI is 3,605 and the post-merger 

HHI is 6,087, representing an increase in 

the HHI of 2,482. In the market for 


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steering units for mobile off-road 

equipment, the pre-merger HHI is 4,155 

and the post-merger HHI is 8,273, 

representing an increase in the HHI of 

4,118. Under the Horizontal Merger 

Guidelines, the proposed acquisition 

will result in highly concentrated 

markets for both orbital motors and 

steering units for mobile off-road 

equipment and is thus presumed likely 

to enhance market power. 

35. The HHI indicators of highly 

concentrated markets and enhanced 

market power are consistent with 

historical head-to-head competition 

between Danfoss and Eaton to supply 

orbital motors and steering units for 

mobile off-road equipment. Danfoss and 

Eaton compete directly on price, 

quality, product innovation, delivery, 

and technical service, and the 

competition between them has benefited 

U.S. customers of orbital motors and 

steering units for mobile off-road 

equipment. Danfoss and Eaton have a 

reputation for high-quality orbital 

motors and steering units, product 

developments that benefit OEMs, an 

extensive network of distributors 

throughout the United States, and 

localized customer support and service. 

As a result, Danfoss and Eaton are 

considered to be the two primary—and 

sometimes the only two—suppliers of 

orbital motors and steering units to 

customers in the United States. 

36. For all of these reasons, the 

proposed transaction between Danfoss 

and Eaton likely would substantially 

lessen competition in the design, 

manufacture, and sale of orbital motors 

and steering units for mobile off-road 

equipment sold to customers in the 

United States and lead to higher prices, 

decreased quality of delivery and 

service, and diminished innovation. 

VII. Absence of Countervailing Factors 

37. Entry into the design, 

manufacture, and sale of orbital motors 

and steering units for mobile off-road 

equipment sold in United States is 

unlikely to be timely, likely, or 

sufficient to prevent the harm to 

competition caused by Danfoss’s 

acquisition of Eaton’s hydraulics 

business. A new entrant must have the 

technical capabilities necessary to 

design, manufacture, and sell orbital 

motors and steering units that meet 

customer requirements for quality, 

performance, and reliability. 

Additionally, a new entrant must have 

the requisite scale, an established 

reputation, and an extensive network of 

distributors to supply to all customers 

throughout the United States. 

38. As a result of these entry barriers, 

entry into the market for the design, 

manufacture, and sale of orbital motors 

and steering units for mobile off-road 

equipment sold to customers in United 

States would not be timely, likely, or 

sufficient to defeat the substantial 

lessening of competition that likely 

would result from Danfoss’s acquisition 

of Eaton’s hydraulics business. 

VIII. Violations Alleged 

39. Danfoss’s proposed acquisition of 

Eaton’s hydraulics business likely 

would substantially lessen competition 

in the design, manufacture, and sale of 

orbital motors and steering units for 

mobile off-road equipment in the United 

States in violation of Section 7 of the 

Clayton Act, 15 U.S.C. 18. 

40. Unless enjoined, the proposed 

acquisition would likely have the 

following anticompetitive effects, 

among others, related to the relevant 

market: 

1. A substantial lessening of 

competition generally; 

2. an elimination of actual and 

potential head-to-head competition 

between Danfoss and Eaton; and 

3. a likely increase in prices and 

decrease in quality and innovation. 

IX. Request for Relief 

41. The United States requests that 

this Court: 

1. Adjudge and decree that Danfoss’s 

acquisition of Eaton’s hydraulics 

business would be unlawful and violate 

Section 7 of the Clayton Act, 15 U.S.C. 

18; 

2. preliminarily and permanently 

enjoin and restrain Defendants and all 

persons acting on their behalf from 

consummating the proposed acquisition 

of Eaton’s hydraulics business by 

Danfoss, or from entering into or 

carrying out any other contract, 

agreement, plan, or understanding 

which would combine Eaton’s 

hydraulics business with Danfoss; 

3. award the United States its costs for 

this action; and 

4. award the United States such other 

and further relief as the Court deems 

just and proper. 

Dated: July 14, 2021 

Respectfully submitted, 

Counsel for Plaintiff United States: 

lllllllllllllllllllll

Richard Powers, 

Acting Assistant Attorney General, Antitrust 

Division 

lllllllllllllllllllll

Kathleen S. O’Neill, 

Senior Director of Investigation and 

Litigation, Antitrust Division 

lllllllllllllllllllll

Jay D. Owen, 

Acting Chief, 

Defense, Industrials, and Aerospace Section, 

Antitrust Division 

lllllllllllllllllllll

SoYoung Choe, 

Acting Assistant Chief, Defense, Industrials, 

and Aerospace Section, Antitrust Division 

lllllllllllllllllllll

Rebecca Valentine * (D.C. Bar #989607) 

Bashiri Wilson (D.C. Bar # 998075) 

Trial Attorneys 

Defense, Industrials, and Aerospace Section, 

Antitrust Division, 450 Fifth Street NW, Suite 

8700, Washington, DC 20530, Telephone: 

(202) 476–0432, Facsimile: (202) 514–9033, 

Email: rebecca.valentine@usdoj.gov. 

* Lead Attorney To Be Noticed 

Appendix A 

Definition of the Herfindahl–Hirschman 

Index 

‘‘HHI’’ means the Herfindahl-Hirschman 

Index, a commonly accepted measure of 

market concentration. It is calculated by 

squaring the market share of each firm 

competing in the market and then summing 

the resulting numbers. For example, for a 

market consisting of four firms with shares of 

30 percent, 30 percent, 20 percent, and 20 

percent, the HHI is 2,600 (302 + 302 + 202 

+ 202 = 2,600). The HHI takes into account 

the relative size distribution of the firms in 

a market and approaches zero when a market 

consists of a large number of small firms. The 

HHI increases both as the number of firms in 

the market decreases and as the disparity in 

size between those firms increases. Markets 

in which the HHI is above 2,500 are 

considered to be highly concentrated. See 

Horizontal Merger Guidelines § 5.3. 

Transactions that increase the HHI by more 

than 200 points in highly concentrated 

markets are presumed to be likely to enhance 

market power under the guidelines issued by 

the U.S. Department of Justice and Federal 

Trade Commission. See id. 

United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. 

Danfoss A/S, and Eaton Corporation 

PLC, Defendants. 

Case No: 1:21–cv–1880–CJN 

[Proposed] Final Judgment 

Whereas, Plaintiff, United States of 

America, filed its Complaint on July 14, 

2021, 

And Whereas, the United States and 

Defendants, Danfoss A/S (‘‘Danfoss’’) 

and Eaton Corporation plc (‘‘Eaton’’), 

have consented to entry of this Final 

Judgment without the taking of 

testimony, without trial or adjudication 

of any issue of fact or law, and without 

this Final Judgment constituting any 

evidence against or admission by any 

party relating to any issue of fact or law; 

And Whereas, Defendants agree to 

make a divestiture to remedy the loss of 

competition alleged in the Complaint; 

And Whereas, Defendants represent 

that the divestiture and other relief 

required by this Final Judgment can and 

will be made and that Defendants will 


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not later raise a claim of hardship or 

difficulty as grounds for asking the 

Court to modify any provision of this 

Final Judgment; 

Now therefore, it is ordered, 

adjudged, and decreed: 

I. Jurisdiction 

The Court has jurisdiction over the 

subject matter of and each of the parties 

to this action. The Complaint states a 

claim upon which relief may be granted 

against Defendants under Section 7 of 

the Clayton Act (15 U.S.C. 18). 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Danfoss’’ means Defendant 

Danfoss A/S, a Danish corporation with 

its headquarters in Nordborg, Denmark, 

its successors and assigns, and its 

subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

B. ‘‘Eaton’’ means Defendant Eaton 

Corporation plc, an Irish corporation 

with its headquarters in Dublin, Ireland, 

its successors and assigns, and its 

subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘Interpump’’ means Interpump 

Group S.p.A., an Italian corporation 

with its headquarters in Sant’llario 

d’Enza, Reggio Emilia, its successors 

and assigns, and its subsidiaries, 

divisions, groups, affiliates, 

partnerships, and joint ventures, and 

their directors, officers, managers, 

agents, and employees. 

D. ‘‘Acquirer’’ means Interpump 

Group S.p.A. or another entity approved 

by the United States in its sole 

discretion to which Defendants divest 

the Divestiture Assets. 

E. ‘‘Danfoss Orbital Motor Business’’ 

means Danfoss’s global business of 

designing, manufacturing, and selling 

its OMP X, OMR X, OMEW, OMH, 

OMS, OMM, OML, CE, RE, RC, RS, DH, 

DS, DT, DR, D9, HB, HK, and WS 

models of orbital motor products. 

F. ‘‘Danfoss Hydraulic Steering Unit 

Business’’ means Danfoss’s global 

business of designing, manufacturing, 

and selling its OSPM, OSPP, LAGB, 

LAGU, LAGS, LAGC, LAGL, and LAGZ 

models of hydraulic steering unit 

products. 

G. ‘‘Danfoss Hydraulic Steering Unit 

IP Licenses’’ means worldwide, nonexclusive, royalty-free, perpetual, paidup, irrevocable licenses to the 

intellectual property listed in Exhibit 1. 

H. ‘‘Eaton Orbital Motor Assets’’ 

means all of Eaton’s assets used to 

manufacture its HP 30, VIS 30, VIS 40, 

and VIS 45 models of orbital motor 

products. 

I. ‘‘Eaton Hydraulic Steering Unit 

Assets’’ means all of Eaton’s assets used 

to manufacture its Series 10 and Series 

20 models of hydraulic steering unit 

products. 

J. ‘‘Eaton Orbital Motor IP Licenses’’ 

means worldwide, non-exclusive, 

royalty-free, perpetual, paid-up, 

irrevocable licenses to the intellectual 

property listed in Exhibit 2. 

K. ‘‘Eaton Hydraulic Steering Unit IP 

Licenses’’ means worldwide, nonexclusive, royalty-free, perpetual, paidup, irrevocable licenses to the 

intellectual property listed in Exhibit 3. 

L. ‘‘Char Lynn IP License’’ means a 

non-exclusive, irrevocable, fully paidup, royalty-free, perpetual license to use 

the ‘‘Char Lynn’’ trademark to market 

models HP 30, VIS 30, VIS 40, and VIS 

45, or their equivalents, of orbital 

motors. 

M. ‘‘Divestiture Assets’’ means the 

Danfoss Divestiture Assets and the 

Eaton Divestiture Assets. 

N. ‘‘Divestiture Date’’ means the date 

on which the Divestiture Assets are 

divested to the Acquirer pursuant to this 

Final Judgment. 

O. ‘‘Danfoss Divestiture Assets’’ 

means (i) all assets, located in 

Zhenjiang, China as of January 21, 2020, 

including lapping machines, grinders, 

testers, measurement devices, and any 

other assets that the United States, in its 

sole discretion, deems to be necessary 

for the manufacture of Danfoss’s S70 

model hydraulic steering unit product 

and (ii) all of Defendants’ rights, titles, 

and interests in and to the Danfoss 

Orbital Motor Business, the Danfoss 

Hydraulic Steering Unit Business, and 

all other property and assets, tangible 

and intangible, wherever located, 

relating to or used in connection with 

the Danfoss Orbital Motor Business or 

Danfoss Hydraulic Steering Unit 

Business, including: 

1. The facility located at 110 Bill 

Bryan Blvd., Hopkinsville, KY 42240 

(the ‘‘Hopkinsville Facility’’); 

2. the facility located at ul. 

Logistyezna 1, 55–040 Kobierzyce, 

Wroclaw (Poland) (the ‘‘Wroclaw 

Facility’’); 

3. the facility located at Ludwigsluster 

Chaussee 5, 19370, Parchim (Germany) 

(the ‘‘Parchim Facility’’); 

4. all other real property, including 

fee simple interests, real property 

leasehold interests and renewal rights 

thereto, improvements to real property, 

and options to purchase any adjoining 

or other property, together with all 

buildings, facilities, and other 

structures; 

6. all tangible personal property, 

including fixed assets, machinery and 

manufacturing equipment, tools, 

vehicles, inventory, materials, office 

equipment and furniture, computer 

hardware, and supplies; 

7. all contracts, contractual rights, and 

customer relationships, and all other 

agreements, commitments, and 

understandings, including supply 

agreements, teaming agreements, and 

leases, and all outstanding offers or 

solicitations to enter into a similar 

arrangement; 

8. all licenses, permits, certifications, 

approvals, consents, registrations, 

waivers, and authorizations issued or 

granted by any governmental 

organization, and all pending 

applications or renewals; 

9. all records and data, including (a) 

customer lists, accounts, sales, and 

credits records, (b) production, repair, 

maintenance, and performance records, 

(c) manuals and technical information 

Defendants provide to their own 

employees, customers, suppliers, agents, 

or licensees, (d) records and research 

data concerning historic and current 

research and development activities, 

including designs of experiments and 

the results of successful and 

unsuccessful designs and experiments, 

and (e) drawings, blueprints, and 

designs; 

10. the Danfoss Hydraulic Steering 

Unit IP Licenses; 

11. all intellectual property owned, 

licensed, or sublicensed, either as 

licensor or licensee, including (a) 

patents, patent applications, and 

inventions and discoveries that may be 

patentable, (b) registered and 

unregistered copyrights and copyright 

applications, and (c) registered and 

unregistered trademarks, trade dress, 

service marks, trade names, and 

trademark applications; and 

12. all other intangible property, 

including (a) commercial names and d/ 

b/a names, (b) technical information, (c) 

computer software and related 

documentation, know-how, trade 

secrets, design protocols, specifications 

for materials, specifications for parts, 

specifications for devices, safety 

procedures (e.g., for the handling of 

materials and substances), quality 

assurance and control procedures, and 

design tools, and (d) rights in internet 

websites and internet domain names. 

Provided, however, that the Danfoss 

Divestiture Assets do not include (i) 

rights, titles, or interests in real property 

or tangible personal property located in 

Zhenjiang, China that is used to 

manufacture CE, RE, RC, and WS model 

orbital motor products that, at the 

Divestiture Date, are sold exclusively to 


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customers outside of the United States; 

(ii) rights, titles, or interests in real 

property or tangible personal property 

located in Nordborg, Denmark that is 

used to manufacture OMEWF model 

orbital motor products that, at the 

Divestiture Date, are sold exclusively to 

customers outside of the United States; 

or (iii) intellectual property listed in 

Exhibit 1. 

P. ‘‘Eaton Divestiture Assets’’ means 

all of Defendants’ rights, titles, and 

interests in and to the Eaton Orbital 

Motor Assets, the Eaton Hydraulic 

Steering Unit Assets, and all other 

property and assets, tangible and 

intangible, wherever located, relating to 

or used in connection with the Eaton 

Orbital Motor Assets or the Eaton 

Hydraulic Steering Unit Assets, 

including: 

1. The Char Lynn IP License; 

2. the Eaton Orbital Motor IP 

Licenses; 

3. the Eaton Hydraulic Steering Unit 

IP Licenses; 

4. the Eaton Divested Equipment and 

all other tangible personal property, 

including fixed assets, machinery and 

manufacturing equipment, tools, 

vehicles, inventory, materials, office 

equipment and furniture, computer 

hardware, and supplies; 

5. all contracts, contractual rights, and 

customer relationships, and all other 

agreements, commitments, and 

understandings, including supply 

agreements, teaming agreements, and 

leases, and all outstanding offers or 

solicitations to enter into a similar 

arrangement; 

6. all licenses, permits, certifications, 

approvals, consents, registrations, 

waivers, and authorizations issued or 

granted by any governmental 

organization, and all pending 

applications or renewals; 

7. all records and data, including (a) 

customer lists, accounts, sales, and 

credits records, (b) production, repair, 

maintenance, and performance records, 

(c) manuals and technical information 

Defendants provide to their own 

employees, customers, suppliers, agents, 

or licensees, (d) records and research 

data concerning historic and current 

research and development activities, 

including designs of experiments and 

the results of successful and 

unsuccessful designs and experiments, 

and (e) drawings, blueprints, and 

designs; 

8. all intellectual property owned, 

licensed, or sublicensed, either as 

licensor or licensee, including (a) 

patents, patent applications, and 

inventions and discoveries that may be 

patentable, (b) registered and 

unregistered copyrights and copyright 

applications, and (c) registered and 

unregistered trademarks, trade dress, 

service marks, trade names, and 

trademark applications; and 

9. all other intangible property, 

including (a) commercial names and d/ 

b/a names, (b) technical information, (c) 

computer software and related 

documentation, know-how, trade 

secrets, design protocols, specifications 

for materials, specifications for parts, 

specifications for devices, safety 

procedures (e.g., for the handling of 

materials and substances), quality 

assurance and control procedures, and 

design tools, and (d) rights in internet 

websites and internet domain names. 

Provided, however, that the Eaton 

Divestiture Assets do not include: (i) 

Real property, (ii) tangible property, 

including fixed assets, machinery, and 

manufacturing equipment, used to 

manufacture Eaton’s Series 20 model of 

hydraulic steering unit products; (iii) 

the Char Lynn trademark; (iv) 

intellectual property listed in Exhibit 2; 

(v) intellectual property listed in Exhibit 

3; (vi) paint line assets used for the 

Eaton Orbital Motor Assets or Eaton 

Hydraulic Steering Unit Assets; or (vii) 

at the option of Acquirer, heat treat 

ovens, phosphate lines, or 80 ton broach 

used for the Eaton Orbital Motor Assets; 

or the HMS line used for the Eaton 

Hydraulic Steering Unit Assets. 

Q. ‘‘Eaton Divested Equipment’’ 

means machining, assembly, and test 

assets relating to or used in connection 

with the production lines used for the 

Eaton Orbital Motor Assets or Eaton 

Hydraulic Steering Unit Assets. 

Provided, however, that the Eaton 

Divested Equipment does not include 

paint line assets used for the Eaton 

Orbital Motor Assets or Eaton Hydraulic 

Steering Unit Assets. 

R. ‘‘Including’’ means including, but 

not limited to. 

S. ‘‘Relevant Personnel’’ means all 

full-time, part-time, or contract 

employees of Danfoss wherever located, 

that the United States, in its sole 

discretion, deems to be primarily 

involved in the design, manufacture, or 

sale of Danfoss’s OMP X, OMR X, 

OMEW, OMH, OMS, OMM, OML, CE, 

RE, RC, RS, DH, DS, DT, DR, D9, HB, 

HK, and WS models of orbital motor 

products and Danfoss’s S70, OSPM, 

OSPP, LAGB, LAGU, LAGS, LAGC, 

LAGL, and LAGZ models of hydraulic 

steering unit products, at any time 

between January 21, 2020, and the 

Divestiture Date. 

Provided, however, Relevant 

Personnel does not include employees 

of Danfoss that the United States, in its 

sole discretion, deems to be primarily 

engaged in human resources, legal, or 

other general or administrative support 

functions. The United States, in its sole 

discretion, will resolve any 

disagreement relating to which 

employees are Relevant Personnel. 

T. ‘‘Regulatory Approvals’’ means any 

approvals or clearances pursuant to 

filings under antitrust, competition, or 

other U.S. or international laws that are 

required for Acquirer’s acquisition of 

the Divestiture Assets to proceed. 

U. ‘‘Transaction’’ means the proposed 

acquisition by Danfoss of certain assets 

and equity interests from Eaton, 

pursuant to the Stock and Asset 

Purchase Agreement between Eaton 

Corporation PLC as the Seller and 

Danfoss A/S as the Buyer, dated January 

21, 2020. 

III. Applicability 

A. This Final Judgment applies to 

Danfoss and Eaton, as defined above, 

and all other persons in active concert 

or participation with any Defendant 

who receive actual notice of this Final 

Judgment. 

B. If, prior to complying with Section 

IV and Section V of this Final Judgment, 

Defendants sell or otherwise dispose of 

all or substantially all of their assets or 

of business units that include the 

Divestiture Assets, Defendants must 

require any purchaser to be bound by 

the provisions of this Final Judgment. 

Defendants need not obtain such an 

agreement from Acquirer. 

IV. Divestitures 

A. Defendant Danfoss is ordered and 

directed, within sixty (60) calendar days 

after the Court’s entry of the Asset 

Preservation Stipulation and Order in 

this matter, to divest the Divestiture 

Assets in a manner consistent with this 

Final Judgment to Interpump or another 

Acquirer acceptable to the United 

States, in its sole discretion. The United 

States, in its sole discretion, may agree 

to one or more extensions of this time 

period not to exceed sixty (60) calendar 

days in total and will notify the Court 

of any extensions. 

B. If Defendant Danfoss has not 

received all Regulatory Approvals 

within sixty (60) calendar days after the 

Court’s entry of the Asset Preservation 

Stipulation and Order in this matter, 

and Acquirer or Defendant Danfoss has 

initiated contact with any governmental 

entity to seek any Regulatory Approval 

within five (5) calendar days after the 

Court’s entry of the Asset Preservation 

Stipulation and Order in this matter, the 

time period provided in Paragraph IV.A 

will be extended until ten (10) calendar 

days after that Regulatory Approval is 

received. This extension allowed for 

securing Regulatory Approvals may be 


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no longer than thirty (30) calendar days 

past the time period provided in 

Paragraph IV.A, unless the United 

States, in its sole discretion, consents to 

an additional extension. 

C. Defendants must use best efforts to 

divest the Divestiture Assets as 

expeditiously as possible. Defendants 

must take no action that would 

jeopardize the completion of the 

divestiture ordered by the Court, 

including any action to impede the 

permitting, operation, or divestiture of 

the Divestiture Assets. 

D. Unless the United States otherwise 

consents in writing, divestiture 

pursuant to this Final Judgment must 

include the entire Divestiture Assets 

and must be accomplished in such a 

way as to satisfy the United States, in its 

sole discretion, that the Divestiture 

Assets can and will be used by Acquirer 

as part of a viable, ongoing business of 

designing, manufacturing, and selling 

orbital motors and hydraulic steering 

units for mobile off-road equipment and 

that the divestiture to Acquirer will 

remedy the competitive harm alleged in 

the Complaint. 

E. The divestiture must be made to an 

Acquirer that, in the United States’ sole 

judgment, has the intent and capability, 

including the necessary managerial, 

operational, technical, and financial 

capability, to compete effectively in the 

design, manufacture and sale of orbital 

motors and hydraulic steering units for 

mobile off-road equipment. 

F. The divestiture must be 

accomplished in a manner that satisfies 

the United States, in its sole discretion, 

that none of the terms of any agreement 

between Acquirer and Defendant 

Danfoss gives Defendants the ability 

unreasonably to raise Acquirer’s costs, 

to lower Acquirer’s efficiency, or 

otherwise interfere in the ability of 

Acquirer to compete effectively in the 

design, manufacture, and sale of orbital 

motors and hydraulic steering units for 

mobile off-road equipment. 

G. In the event Defendant Danfoss is 

attempting to divest the Divestiture 

Assets to an Acquirer other than 

Interpump, Defendant Danfoss promptly 

must make known, by usual and 

customary means, the availability of the 

Divestiture Assets. Defendant Danfoss 

must inform any person making an 

inquiry relating to a possible purchase 

of the Divestiture Assets that the 

Divestiture Assets are being divested in 

accordance with this Final Judgment 

and must provide that person with a 

copy of this Final Judgment. Defendants 

must offer to furnish to all prospective 

Acquirers, subject to customary 

confidentiality assurances, all 

information and documents relating to 

the Divestiture Assets that are 

customarily provided in a due diligence 

process; provided, however, that 

Defendants need not provide 

information or documents subject to the 

attorney-client privilege or workproduct doctrine. Defendants must 

make all information and documents 

available to the United States at the 

same time that the information and 

documents are made available to any 

other person. 

H. Defendants must provide 

prospective Acquirers with (1) access to 

make inspections of the Divestiture 

Assets; (2) access to all environmental, 

zoning, and other permitting documents 

and information relating to the 

Divestiture Assets; and (3) access to all 

financial, operational, or other 

documents and information relating to 

the Divestiture Assets that would 

customarily be provided as part of a due 

diligence process. Defendants also must 

disclose all encumbrances on any part 

of the Divestiture Assets, including on 

intangible property. 

I. Defendants must cooperate with 

and assist Acquirer in identifying and, 

at the option of Acquirer, in hiring all 

Relevant Personnel, including: 

1. Within ten (10) business days 

following the filing of the Complaint in 

this matter, Defendant Danfoss must 

identify all Relevant Personnel to 

Acquirer and the United States, 

including by providing organization 

charts covering all Relevant Personnel. 

2. Within ten (10) business days 

following receipt of a request by 

Acquirer, the United States, or the 

monitoring trustee, Defendant Danfoss 

must provide to Acquirer, the United 

States, and the monitoring trustee 

additional information relating to 

Relevant Personnel, including name, job 

title, reporting relationships, past 

experience, responsibilities, training 

and educational histories, relevant 

certifications, and job performance 

evaluations. Defendant Danfoss must 

also provide to Acquirer, the United 

States, and the monitoring trustee 

information relating to the current and 

accrued compensation and benefits of 

Relevant Personnel, including most 

recent bonuses paid, aggregate annual 

compensation, current target or 

guaranteed bonus, if any, any retention 

agreement or incentives, and any other 

payments due, compensation or benefit 

accrued, or promises made to the 

Relevant Personnel. If Defendant 

Danfoss is barred by any applicable law 

from providing any of this information, 

Defendant Danfoss must provide, within 

ten (10) business days following receipt 

of the request, the requested information 

to the full extent permitted by law and 

also must provide a written explanation 

of Defendant Danfoss’s inability to 

provide the remaining information, 

including specifically identifying the 

provisions of the applicable laws. 

3. At the request of Acquirer, 

Defendants must promptly make 

Relevant Personnel available for private 

interviews with Acquirer during normal 

business hours at a mutually agreeable 

location. 

4. Defendants must not interfere with 

any effort by Acquirer to employ any 

Relevant Personnel. Interference 

includes offering to increase the 

compensation or improve the benefits of 

Relevant Personnel unless (a) the offer 

is part of a company-wide increase in 

compensation or improvement in 

benefits that was announced prior to 

January 21, 2020 or (b) the offer is 

approved by the United States in its sole 

discretion. Defendants’ obligations 

under this Paragraph will expire six (6) 

months after the Divestiture Date. 

5. For Relevant Personnel who elect 

employment with Acquirer within one 

hundred-eighty (180) calendar days of 

the Divestiture Date, Defendant Danfoss 

must waive all non-compete and nondisclosure agreements; vest and pay to 

the Relevant Personnel (or to Acquirer 

for payment to the employee) on a 

prorated basis any bonuses, incentives, 

other salary, benefits or other 

compensation fully or partially accrued 

at the time of the transfer of the 

employee to Acquirer; vest any 

unvested pension and other equity 

rights; and provide all other benefits 

that those Relevant Personnel otherwise 

would have been provided had the 

Relevant Personnel continued 

employment with Defendants, including 

any retention bonuses or payments. 

Defendants may maintain reasonable 

restrictions on disclosure by Relevant 

Personnel of Defendants’ proprietary 

non-public information that is unrelated 

to the design, manufacture, and sale of 

orbital motors and hydraulic steering 

units and not otherwise required to be 

disclosed by this Final Judgment. 

J. Defendant Danfoss must warrant to 

Acquirer that (1) the Divestiture Assets 

will be operational and without material 

defect on the date of their transfer to 

Acquirer; (2) there are no material 

defects in the environmental, zoning, or 

other permits relating to the operation of 

the Divestiture Assets; and (3) 

Defendant Danfoss has disclosed all 

encumbrances on any part of the 

Divestiture Assets, including on 

intangible property. Following the sale 

of the Divestiture Assets, Defendants 

must not undertake, directly or 

indirectly, challenges to the 

environmental, zoning, or other permits 


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relating to the operation of the 

Divestiture Assets. 

K. Defendants must assign, 

subcontract, or otherwise transfer all 

contracts, agreements, and customer 

relationships (or portions of such 

contracts, agreements, and customer 

relationships) included in the 

Divestiture Assets, including all supply 

and sales contracts, to Acquirer; 

provided, however, that for any contract 

or agreement that requires the consent 

of another party to assign, subcontract, 

or otherwise transfer, Defendants must 

use best efforts to accomplish the 

assignment, subcontracting, or transfer. 

Defendants must not interfere with any 

negotiations between Acquirer and a 

contracting party. 

L. Defendants must use best efforts to 

assist Acquirer to obtain all necessary 

licenses, registrations, and permits to 

operate the Divestiture Assets. Until 

Acquirer obtains the necessary licenses, 

registrations, and permits, Defendants 

must provide Acquirer with the benefit 

of Defendants’ licenses, registrations, 

and permits to the full extent 

permissible by law. 

M. Within twelve (12) months after 

the Court’s entry of the Asset 

Preservation Stipulation and Order in 

this matter, Defendants must relocate 

the Eaton Divested Equipment to one or 

more locations as specified by Acquirer. 

In order to fulfill this obligation, the 

Eaton Divested Equipment must be fully 

operational at the new location(s). The 

United States, in its sole discretion, may 

agree to one or more extensions of this 

time period not to exceed six (6) months 

in total. 

N. At the option of Acquirer, and 

subject to approval by the United States 

in its sole discretion, on or before the 

Divestiture Date, Defendant Danfoss 

must enter into a supply contract or 

contracts for heat treatment services for 

the Danfoss Divestiture Assets located 

in Wroclaw, Poland; gerotors for Eaton’s 

S10 model of hydraulic steering units; 

spools, sleeves, and gear sets for 

Danfoss’s OSPP model of hydraulic 

steering units; shafts for Danfoss’s OMS 

model of orbital motors; and the 

components for Eaton’s HP30 2-speed 

model 22 orbital motor product listed in 

Exhibit 4, sufficient to meet Acquirer’s 

needs, as determined by Acquirer, for a 

period of up to twelve (12) months, on 

terms and conditions reasonably related 

to market conditions for the supply of 

heat treatment services, gerotors, spools, 

sleeves, gear sets, shafts, and the 

components listed in Exhibit 4. Any 

amendment to or modification of any 

provision of any such supply contract is 

subject to approval by the United States, 

in its sole discretion. The United States, 

in its sole discretion, may approve one 

or more extensions of any supply 

contract for a total of up to an additional 

six (6) months. If Acquirer seeks an 

extension of the term of any supply 

contract, Defendants must notify the 

United States in writing at least sixty 

(60) days prior to the date the supply 

contract expires. Acquirer may 

terminate a supply contract, or any 

portion of a supply contract, without 

cost or penalty at any time upon 

commercially reasonable notice. 

O. At the option of Acquirer, and 

subject to approval by the United States 

in its sole discretion, on or before the 

Divestiture Date, Defendants must enter 

into a supply contract for HP 30, VIS 30, 

VIS 40, and VIS 45 models of orbital 

motor products and S10 and S20 models 

of hydraulic steering unit products 

sufficient to meet Acquirer’s needs, as 

determined by Acquirer, for a period of 

up to eighteen (18) months, on terms 

and conditions reasonably related to 

market conditions for the supply of HP/ 

VIS orbital motors and S10 and S20 

Hydraulic Steering Units. Any 

amendment to or modification of any 

provision of any such supply contract is 

subject to approval by the United States, 

in its sole discretion. The United States, 

in its sole discretion, may approve one 

or more extensions of any supply 

contract for a total of up to an additional 

six (6) months. If Acquirer seeks an 

extension of the term of any supply 

contract, Defendants must notify the 

United States in writing at least sixty 

(60) days prior to the date the supply 

contract expires. Acquirer may 

terminate a supply contract, or any 

portion of a supply contract, without 

cost or penalty at any time upon 

commercially reasonable notice. 

P. At the option of Acquirer, and 

subject to approval by the United States 

in its sole discretion, on or before the 

Divestiture Date, Defendant Danfoss 

must enter into a contract to provide 

transition services for back office, 

accounting, human resources, 

information technology services and 

support, and employee health and safety 

for the Divestiture Assets, and technical 

training services and support for the 

Eaton Divestiture Assets for a period of 

up to twelve (12) months on terms and 

conditions reasonably related to market 

conditions for the provision of the 

transition services. Any amendment to 

or modification of any provision of a 

contract to provide transition services is 

subject to approval by the United States, 

in its sole discretion. The United States, 

in its sole discretion, may approve one 

or more extensions of any contract for 

transition services for a total of up to an 

additional six (6) months. If Acquirer 

seeks an extension of the term of any 

contract for transition services, 

Defendants must notify the United 

States in writing at least three (3) 

months prior to the date the contract 

expires. Acquirer may terminate a 

contract for transition services, or any 

portion of a contract for transition 

services, without cost or penalty at any 

time upon commercially reasonable 

written notice. The employee(s) of 

Defendants tasked with providing 

transition services must not share any 

competitively sensitive information of 

Acquirer with any other employee of 

Defendants. 

Q. For a period of one (1) year 

following the Divestiture Date, 

Defendants must not initiate customerspecific communications to solicit any 

customer for the portion of that 

customer’s business covered by a 

contract, agreement, or relationship (or 

portion thereof) that is included in the 

Divestiture Assets; provided, however, 

that: (1) Defendants may respond to 

inquiries initiated by customers and 

enter into negotiations at the request of 

such customers (including responding 

to requests for quotation or proposal) to 

supply any business, whether or not 

such business was included in the 

Divestiture Assets; and (2) Defendants 

must maintain a log of telephonic, 

electronic, in-person, and other 

communications that constitute 

inquiries or requests from customers 

within the meaning of this Paragraph 

and make it available to the United 

States for inspection upon request. The 

United States, in its sole discretion, may 

agree to one or more extensions of this 

time period not to exceed six (6) months 

in total. 

R. If any term of an agreement 

between Defendants and Acquirer, 

including an agreement to effectuate the 

divestiture required by this Final 

Judgment, varies from a term of this 

Final Judgment, to the extent that 

Defendants cannot fully comply with 

both, this Final Judgment determines 

Defendants’ obligations. 

V. Appointment of Divestiture Trustee 

A. If Defendants have not divested the 

Divestiture Assets within the period 

specified in Paragraph IV.A, Defendants 

must immediately notify the United 

States of that fact in writing. Upon 

application of the United States, which 

Defendants may not oppose, the Court 

will appoint a divestiture trustee 

selected by the United States and 

approved by the Court to effect the 

divestiture of the Divestiture Assets. 

B. After the appointment of a 

divestiture trustee by the Court, only the 

divestiture trustee will have the right to 


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Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 39067 

sell the Divestiture Assets. The 

divestiture trustee will have the power 

and authority to accomplish the 

divestiture to an Acquirer acceptable to 

the United States, in its sole discretion, 

at a price and on terms obtainable 

through reasonable effort by the 

divestiture trustee, subject to the 

provisions of Sections IV, V, and VI of 

this Final Judgment, and will have other 

powers as the Court deems appropriate. 

The divestiture trustee must sell the 

Divestiture Assets as quickly as 

possible. 

C. Defendants may not object to a sale 

by the divestiture trustee on any ground 

other than malfeasance by the 

divestiture trustee. Objections by 

Defendants must be conveyed in writing 

to the United States and the divestiture 

trustee within ten (10) calendar days 

after the divestiture trustee has provided 

the notice of proposed divestiture 

required by Section VI. 

D. The divestiture trustee will serve at 

the cost and expense of Defendant 

Danfoss pursuant to a written 

agreement, on terms and conditions, 

including confidentiality requirements 

and conflict of interest certifications, 

approved by the United States in its sole 

discretion. 

E. The divestiture trustee may hire at 

the cost and expense of Defendant 

Danfoss any agents or consultants, 

including investment bankers, 

attorneys, and accountants, that are 

reasonably necessary in the divestiture 

trustee’s judgment to assist with the 

divestiture trustee’s duties. These agents 

or consultants will be accountable 

solely to the divestiture trustee and will 

serve on terms and conditions, 

including confidentiality requirements 

and conflict-of-interest certifications, 

approved by the United States in its sole 

discretion. 

F. The compensation of the 

divestiture trustee and agents or 

consultants hired by the divestiture 

trustee must be reasonable in light of the 

value of the Divestiture Assets and 

based on a fee arrangement that 

provides the divestiture trustee with 

incentives based on the price and terms 

of the divestiture and the speed with 

which it is accomplished. If the 

divestiture trustee and Defendant 

Danfoss are unable to reach agreement 

on the divestiture trustee’s 

compensation or other terms and 

conditions of engagement within 

fourteen (14) calendar days of the 

appointment of the divestiture trustee 

by the Court, the United States, in its 

sole discretion, may take appropriate 

action, including by making a 

recommendation to the Court. Within 

three (3) business days of hiring an 

agent or consultant, the divestiture 

trustee must provide written notice of 

the hiring and rate of compensation to 

Defendant Danfoss and the United 

States. 

G. The divestiture trustee must 

account for all monies derived from the 

sale of the Divestiture Assets sold by the 

divestiture trustee and all costs and 

expenses so incurred. Within thirty (30) 

calendar days of the Divestiture Date, 

the divestiture trustee must submit that 

accounting to the Court for approval. 

After approval by the Court of the 

divestiture trustee’s accounting, 

including fees for unpaid services and 

those of agents or consultants hired by 

the divestiture trustee, all remaining 

money must be paid to Defendant 

Danfoss and the trust will then be 

terminated. 

H. Defendants must use best efforts to 

assist the divestiture trustee to 

accomplish the required divestiture. 

Subject to reasonable protection for 

trade secrets, other confidential 

research, development, or commercial 

information, or any applicable 

privileges, Defendants must provide the 

divestiture trustee and agents or 

consultants retained by the divestiture 

trustee with full and complete access to 

all personnel, books, records, and 

facilities of the Divestiture Assets. 

Defendants also must provide or 

develop financial and other information 

relevant to the Divestiture Assets that 

the divestiture trustee may reasonably 

request. Defendants must not take any 

action to interfere with or to impede the 

divestiture trustee’s accomplishment of 

the divestiture. 

I. The divestiture trustee must 

maintain complete records of all efforts 

made to sell the Divestiture Assets, 

including by filing monthly reports with 

the United States setting forth the 

divestiture trustee’s efforts to 

accomplish the divestiture ordered by 

this Final Judgment. The reports must 

include the name, address, and 

telephone number of each person who, 

during the preceding month, made an 

offer to acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring any interest in 

the Divestiture Assets and must describe 

in detail each contact. 

J. If the divestiture trustee has not 

accomplished the divestiture ordered by 

this Final Judgment within six (6) 

months of appointment, the divestiture 

trustee must promptly provide the 

United States with a report setting forth 

(1) the divestiture trustee’s efforts to 

accomplish the required divestiture; (2) 

the reasons, in the divestiture trustee’s 

judgment, why the required divestiture 

has not been accomplished; and (3) the 

divestiture trustee’s recommendations 

for completing the divestiture. 

Following receipt of that report, the 

United States may make additional 

recommendations to the Court. The 

Court thereafter may enter such orders 

as it deems appropriate to carry out the 

purpose of this Final Judgment, which 

may include extending the trust and the 

term of the divestiture trustee’s 

appointment by a period requested by 

the United States. 

K. The divestiture trustee will serve 

until divestiture of all Divestiture Assets 

is completed or for a term otherwise 

ordered by the Court. 

L. If the United States determines that 

the divestiture trustee is not acting 

diligently or in a reasonably costeffective manner, the United States may 

recommend that the Court appoint a 

substitute divestiture trustee. 

VI. Notice of Proposed Divestiture 

A. Within two (2) business days 

following execution of a definitive 

agreement with an Acquirer other than 

Interpump to divest the Divestiture 

Assets, Defendants or the divestiture 

trustee, whichever is then responsible 

for effecting the divestiture, must notify 

the United States of the proposed 

divestiture. If the divestiture trustee is 

responsible for completing the 

divestiture, the divestiture trustee also 

must notify Defendants. The notice 

must set forth the details of the 

proposed divestiture and list the name, 

address, and telephone number of each 

person not previously identified who 

offered or expressed an interest in or 

desire to acquire any ownership interest 

in the Divestiture Assets. 

B. Within fifteen (15) calendar days of 

receipt by the United States of the 

notice required by Paragraph VI.A, the 

United States may request from 

Defendants, the proposed Acquirer, 

other third parties, or the divestiture 

trustee additional information 

concerning the proposed divestiture, the 

proposed Acquirer, and other 

prospective Acquirers. Defendants and 

the divestiture trustee must furnish the 

additional information requested within 

fifteen (15) calendar days of the receipt 

of the request, unless the United States 

provides written agreement to a 

different period. 

C. Within forty-five (45) calendar days 

after receipt of the notice required by 

Paragraph VI.A or within twenty (20) 

calendar days after the United States has 

been provided the additional 

information requested pursuant to 

Paragraph VI.B, whichever is later, the 

United States will provide written 

notice to Defendants and any divestiture 


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39068 Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 

trustee that states whether the United 

States, in its sole discretion, objects to 

the proposed Acquirer or any other 

aspect of the proposed divestiture. 

Without written notice that the United 

States does not object, a divestiture may 

not be consummated. If the United 

States provides written notice that it 

does not object, the divestiture may be 

consummated, subject only to 

Defendants’ limited right to object to the 

sale under Paragraph V.C of this Final 

Judgment. Upon objection by 

Defendants pursuant to Paragraph V.C, 

a divestiture by the divestiture trustee 

may not be consummated unless 

approved by the Court. 

D. No information or documents 

obtained pursuant to this Section may 

be divulged by the United States to any 

person other than an authorized 

representative of the executive branch of 

the United States, except in the course 

of legal proceedings to which the United 

States is a party, including grand-jury 

proceedings, for the purpose of 

evaluating a proposed Acquirer or 

securing compliance with this Final 

Judgment, or as otherwise required by 

law. 

E. In the event of a request by a third 

party for disclosure of information 

under the Freedom of Information Act, 

5 U.S.C. 552, the United States 

Department of Justice’s Antitrust 

Division will act in accordance with 

that statute, and the Department of 

Justice regulations at 28 CFR part 16, 

including the provision on confidential 

commercial information, at 28 CFR 16.7. 

Persons submitting information to the 

Antitrust Division should designate the 

confidential commercial information 

portions of all applicable documents 

and information under 28 CFR 16.7. 

Designations of confidentiality expire 

ten (10) years after submission, ‘‘unless 

the submitter requests and provides 

justification for a longer designation 

period.’’ See 28 CFR 16.7(b). 

F. If at the time that a person 

furnishes information or documents to 

the United States pursuant to this 

Section, that person represents and 

identifies in writing information or 

documents for which a claim of 

protection may be asserted under Rule 

26(c)(1)(G) of the Federal Rules of Civil 

Procedure, and marks each pertinent 

page of such material, ‘‘Subject to claim 

of protection under Rule 26(c)(1)(G) of 

the Federal Rules of Civil Procedure,’’ 

the United States must give that person 

ten (10) calendar days’ notice before 

divulging the material in any legal 

proceeding (other than a grand-jury 

proceeding). 

VII. Financing 

Defendants may not finance all or any 

part of Acquirer’s purchase of all or part 

of the Divestiture Assets. 

VIII. Asset Preservation 

Defendants must take all steps 

necessary to comply with the Asset 

Preservation Stipulation and Order 

entered by the Court. 

IX. Affidavits 

A. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, and every thirty (30) calendar 

days thereafter until the divestiture 

required by this Final Judgment has 

been completed, each Defendant must 

deliver to the United States an affidavit, 

signed by each Defendant’s Chief 

Financial Officer and General Counsel, 

describing in reasonable detail the fact 

and manner of that Defendant’s 

compliance with this Final Judgment. 

The United States, in its sole discretion, 

may approve different signatories for the 

affidavits. Defendant Eaton’s obligations 

under this Paragraph IX.A shall cease 

thirty (30) calendar days after the 

closing of the Transaction. 

B. Each affidavit required by 

Paragraph IX.A must include: (1) The 

name, address, and telephone number of 

each person who, during the preceding 

thirty (30) calendar days, made an offer 

to acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring, an interest in 

the Divestiture Assets, and describe in 

detail each contact with such persons 

during that period; (2) a description of 

the efforts Defendants have taken to 

solicit buyers for and complete the sale 

of the Divestiture Assets and to provide 

required information to prospective 

Acquirers; and (3) a description of any 

limitations placed by Defendants on 

information provided to prospective 

Acquirers. Objection by the United 

States to information provided by 

Defendants to prospective Acquirers 

must be made within fourteen (14) 

calendar days of receipt of the affidavit, 

except that the United States may object 

at any time if the information set forth 

in the affidavit is not true or complete. 

C. Defendants must keep all records of 

any efforts made to divest the 

Divestiture Assets until one (1) year 

after the Divestiture Date. 

D. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, each Defendant must deliver to 

the United States an affidavit signed by 

that Defendant’s Chief Financial Officer 

and General Counsel that describes in 

reasonable detail all actions that 

Defendant has taken and all steps that 

Defendant has implemented on an 

ongoing basis to comply with Section 

VIII of this Final Judgment. The United 

States, in its sole discretion, may 

approve different signatories for the 

affidavits. 

E. If a Defendant makes any changes 

to the actions and steps described in 

affidavits provided pursuant to 

Paragraph IX.D, the Defendant must, 

within fifteen (15) calendar days after 

any change is implemented, deliver to 

the United States an affidavit describing 

those changes. 

F. Defendants must keep all records of 

any efforts made to comply with Section 

VIII until one (1) year after the 

Divestiture Date. 

X. Appointment of Monitoring Trustee 

A. Upon application of the United 

States, which Defendants may not 

oppose, the Court will appoint a 

monitoring trustee selected by the 

United States and approved by the 

Court. 

B. The monitoring trustee will have 

the power and authority to monitor 

Defendants’ compliance with the terms 

of this Final Judgment and the Asset 

Preservation Stipulation and Order 

entered by the Court and will have other 

powers as the Court deems appropriate. 

The monitoring trustee will have no 

responsibility or obligation for operation 

of the Divestiture Assets. 

C. Defendants may not object to 

actions taken by the monitoring trustee 

in fulfillment of the monitoring trustee’s 

responsibilities under any Order of the 

Court on any ground other than 

malfeasance by the monitoring trustee. 

Objections by Defendants must be 

conveyed in writing to the United States 

and the monitoring trustee within ten 

(10) calendar days of the monitoring 

trustee’s action that gives rise to 

Defendants’ objection. 

D. The monitoring trustee will serve 

at the cost and expense of Defendant 

Danfoss pursuant to a written 

agreement, on terms and conditions, 

including confidentiality requirements 

and conflict of interest certifications, 

approved by the United States in its sole 

discretion. 

E. The monitoring trustee may hire, at 

the cost and expense of Defendant 

Danfoss, any agents and consultants, 

including investment bankers, 

attorneys, and accountants, that are 

reasonably necessary in the monitoring 

trustee’s judgment to assist with the 

monitoring trustee’s duties. These 

agents or consultants will be solely 

accountable to the monitoring trustee 

and will serve on terms and conditions, 

including confidentiality requirements 


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and conflict-of-interest certifications, 

approved by the United States in its sole 

discretion. 

F. The compensation of the 

monitoring trustee and agents or 

consultants retained by the monitoring 

trustee must be on reasonable and 

customary terms commensurate with 

the individuals’ experience and 

responsibilities. If the monitoring 

trustee and Defendant Danfoss are 

unable to reach agreement on the 

monitoring trustee’s compensation or 

other terms and conditions of 

engagement within fourteen (14) 

calendar days of the appointment of the 

monitoring trustee, the United States, in 

its sole discretion, may take appropriate 

action, including by making a 

recommendation to the Court. Within 

three (3) business days of hiring any 

agents or consultants, the monitoring 

trustee must provide written notice of 

the hiring and the rate of compensation 

to Defendant Danfoss and the United 

States. 

G. The monitoring trustee must 

account for all costs and expenses 

incurred. 

H. Defendants must use best efforts to 

assist the monitoring trustee to monitor 

Defendants’ compliance with their 

obligations under this Final Judgment 

and the Asset Preservation Stipulation 

and Order. Subject to reasonable 

protection for trade secrets, other 

confidential research, development, or 

commercial information, or any 

applicable privileges, Defendants must 

provide the monitoring trustee and any 

agents or consultants retained by the 

monitoring trustee with full and 

complete access to all personnel, books, 

records, and facilities of the Divestiture 

Assets. Defendants may not take any 

action to interfere with or to impede 

accomplishment of the monitoring 

trustee’s responsibilities. 

I. The monitoring trustee must 

investigate and report on Defendants’ 

compliance with this Final Judgment 

and the Asset Preservation Stipulation 

and Order, including compliance with 

all supply and transition service 

agreements and progress of production 

line transfers. The monitoring trustee 

must provide periodic reports to the 

United States setting forth Defendants’ 

efforts to comply with their obligations 

under this Final Judgment and under 

the Asset Preservation Stipulation and 

Order. The United States, in its sole 

discretion, will set the frequency of the 

monitoring trustee’s reports. 

J. The monitoring trustee will serve 

until the divestiture of all the 

Divestiture Assets is finalized pursuant 

to either Section IV or Section V of this 

Final Judgment, Defendants have 

complied with the terms of the 

transition services agreements and 

supply contracts provided for in 

Paragraphs IV.N, IV.O, and IV.P of this 

Final Judgment, and Defendants have 

fulfilled all their obligations under 

Paragraphs IV.M and IV.Q of this Final 

Judgment, unless the United States, in 

its sole discretion, determines a 

different period is appropriate. 

K. If the United States determines that 

the monitoring trustee is not acting 

diligently or in a reasonably costeffective manner, the United States may 

recommend that the Court appoint a 

substitute. 

XI. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment or of related orders such as 

the Asset Preservation Stipulation and 

Order or of determining whether this 

Final Judgment should be modified or 

vacated, upon written request of an 

authorized representative of the 

Assistant Attorney General for the 

Antitrust Division, and reasonable 

notice to Defendants, Defendants must 

permit, from time to time and subject to 

legally recognized privileges, authorized 

representatives, including agents 

retained by the United States: 

1. To have access during Defendants’ 

office hours to inspect and copy, or at 

the option of the United States, to 

require Defendants to provide electronic 

copies of all books, ledgers, accounts, 

records, data, and documents in the 

possession, custody, or control of 

Defendants relating to any matters 

contained in this Final Judgment; and 

2. to interview, either informally or on 

the record, Defendants’ officers, 

employees, or agents, who may have 

their individual counsel present, 

relating to any matters contained in this 

Final Judgment. The interviews must be 

subject to the reasonable convenience of 

the interviewee and without restraint or 

interference by Defendants. 

B. Upon the written request of an 

authorized representative of the 

Assistant Attorney General for the 

Antitrust Division, Defendants must 

submit written reports or respond to 

written interrogatories, under oath if 

requested, relating to any matters 

contained in this Final Judgment. 

C. No information or documents 

obtained by the United States pursuant 

to this Section may be divulged by the 

United States to any person other than 

an authorized representative of the 

executive branch of the United States, 

except in the course of legal proceedings 

to which the United States is a party, 

including grand jury proceedings, for 

the purpose of securing compliance 

with this Final Judgment, or as 

otherwise required by law. 

D. In the event of a request by a third 

party for disclosure of information 

under the Freedom of Information Act, 

5 U.S.C. 552, the Antitrust Division will 

act in accordance with that statute, and 

the Department of Justice regulations at 

28 CFR part 16, including the provision 

on confidential commercial information, 

at 28 CFR 16.7. Defendants submitting 

information to the Antitrust Division 

should designate the confidential 

commercial information portions of all 

applicable documents and information 

under 28 CFR 16.7. Designations of 

confidentiality expire ten (10) years 

after submission, ‘‘unless the submitter 

requests and provides justification for a 

longer designation period.’’ See 28 CFR 

16.7(b). 

E. If at the time that Defendants 

furnish information or documents to the 

United States pursuant to this Section, 

Defendants represent and identify in 

writing information or documents for 

which a claim of protection may be 

asserted under Rule 26(c)(1)(G) of the 

Federal Rules of Civil Procedure, and 

Defendants mark each pertinent page of 

such material, ‘‘Subject to claim of 

protection under Rule 26(c)(1)(G) of the 

Federal Rules of Civil Procedure,’’ the 

United States must give Defendants ten 

(10) calendar days’ notice before 

divulging the material in any legal 

proceeding (other than a grand jury 

proceeding). 

XII. Firewall 

A. For a period of two (2) years 

following the filing of this Proposed 

Final Judgment, Defendants must 

implement and maintain procedures to 

prevent any employees of Defendants 

from sharing competitively sensitive 

information relating to the Divestiture 

Assets with personnel of Defendants 

with responsibilities relating to 

Danfoss’s or Eaton’s design, 

manufacture, and sale of hydraulic 

orbital motors or hydraulic steering 

units. 

B. Defendants, within thirty (30) 

calendar days of the Court’s entry of the 

Asset Preservation Stipulation and 

Order, must submit to the United States 

a document setting forth in detail the 

procedures implemented to effect 

compliance with this Section. Upon 

receipt of the document, the United 

States will inform Defendants within 

ten (10) business days whether, in its 

sole discretion, the United States 

approves or rejects Defendants’ 

compliance plan. Within ten (10) 

business days of receiving a notice of 

rejection, Defendants must submit a 

revised compliance plan. The United 


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39070 Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 

States may request that the Court 

determine whether Defendants’ 

proposed compliance plan fulfills the 

requirements of Paragraph XII.A. 

XIII. Limitations on Reacquisitions 

Defendants may not reacquire any 

part of or any interest in the Divestiture 

Assets during the term of this Final 

Judgment without prior authorization of 

the United States. 

XIV. Retention of Jurisdiction 

The Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to the Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XV. Enforcement of Final Judgment 

A. The United States retains and 

reserves all rights to enforce the 

provisions of this Final Judgment, 

including the right to seek an order of 

contempt from the Court. Defendants 

agree that in a civil contempt action, a 

motion to show cause, or a similar 

action brought by the United States 

relating to an alleged violation of this 

Final Judgment, the United States may 

establish a violation of this Final 

Judgment and the appropriateness of a 

remedy therefor by a preponderance of 

the evidence, and Defendants waive any 

argument that a different standard of 

proof should apply. 

B. This Final Judgment should be 

interpreted to give full effect to the 

procompetitive purposes of the antitrust 

laws and to restore the competition the 

United States alleges was harmed by the 

challenged conduct. Defendants agree 

that they may be held in contempt of, 

and that the Court may enforce, any 

provision of this Final Judgment that, as 

interpreted by the Court in light of these 

procompetitive principles and applying 

ordinary tools of interpretation, is stated 

specifically and in reasonable detail, 

whether or not it is clear and 

unambiguous on its face. In any such 

interpretation, the terms of this Final 

Judgment should not be construed 

against either party as the drafter. 

C. In an enforcement proceeding in 

which the Court finds that Defendants 

have violated this Final Judgment, the 

United States may apply to the Court for 

an extension of this Final Judgment, 

together with other relief that may be 

appropriate. In connection with a 

successful effort by the United States to 

enforce this Final Judgment against a 

Defendant, whether litigated or resolved 

before litigation, that Defendant agrees 

to reimburse the United States for the 

fees and expenses of its attorneys, as 

well as all other costs including experts’ 

fees, incurred in connection with that 

effort to enforce this Final Judgment, 

including in the investigation of the 

potential violation. 

D. For a period of four (4) years 

following the expiration of this Final 

Judgment, if the United States has 

evidence that a Defendant violated this 

Final Judgment before it expired, the 

United States may file an action against 

that Defendant in this Court requesting 

that the Court order: (1) Defendant to 

comply with the terms of this Final 

Judgment for an additional term of at 

least four (4) years following the filing 

of the enforcement action; (2) all 

appropriate contempt remedies; (3) 

additional relief needed to ensure the 

Defendant complies with the terms of 

this Final Judgment; and (4) fees or 

expenses as called for by this Section. 

XVI. Expiration of Final Judgment 

Unless the Court grants an extension, 

this Final Judgment will expire ten (10) 

years from the date of its entry, except 

that after five (5) years from the date of 

its entry, this Final Judgment may be 

terminated upon notice by the United 

States to the Court and Defendants that 

the divestiture has been completed and 

continuation of this Final Judgment is 

no longer necessary or in the public 

interest. 

XVII. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16, including by making 

available to the public copies of this 

Final Judgment and the Competitive 

Impact Statement, public comments 

thereon, and any response to comments 

by the United States. Based upon the 

record before the Court, which includes 

the Competitive Impact Statement and, 

if applicable, any comments and 

response to comments filed with the 

Court, entry of this Final Judgment is in 

the public interest. 

Date: llllllllllllllllll

Court approval subject to procedures of 

Antitrust Procedures and Penalties Act, 15 

U.S.C. 16 

lllllllllllllllllllll

United States District Judge 

EXHIBIT 1—DANFOSS HYDRAULIC STEERING UNIT LICENSES GRANTED TO ACQUIRER

Patent No. Title Country Grant date 

EP 1 910 151 ................... Electrohydraulic Steering System with Cut-Off Valve and Sensor ................ Denmark ........................ 6-Oct-10. 

EP 1 910 151 ................... Electrohydraulic Steering System with Cut-Off Valve and Sensor ................ France ............................ 6-Oct-10. 

EP 1 910 151 ................... Electrohydraulic Steering System with Cut-Off Valve and Sensor ................ Germany ........................ 6-Oct-10. 

EP 1 910 151 ................... Electrohydraulic Steering System with Cut-Off Valve and Sensor ................ Great Britain ................... 6-Oct-10. 

EP 1 910 151 ................... Electrohydraulic Steering System with Cut-Off Valve and Sensor ................ Italy ................................ 6-Oct-10. 

CN 101233040 ................. Electrohydraulic Steering System with Cut-Off Valve and Sensor ................ China .............................. 12-Oct-11. 

US 7,677,351 ................... Electrohydraulic Steering System with Cut-Off Valve and Sensor ................ USA ................................ 16-Mar-10. 

3410349 ........................... Plug ................................................................................................................. European Design ........... 7-Oct-16. 

304354829 ....................... Plug ................................................................................................................. China .............................. 14-Nov-17. 

EXHIBIT 2—EATON ORBITAL MOTOR LICENSES GRANTED TO ACQUIRER

Patent No. Title Country Grant date 

201380038257.X ....................... COMBINED MOTOR AND BRAKE ROTATING BRAKE–RELEASE 

PISTON.

China ........................... 28-Dec-16. 

2895739 .................................... COMBINED MOTOR AND BRAKE ROTATING BRAKE–RELEASE 

PISTON.

European Patent Convention.

6214652 .................................... COMBINED MOTOR AND BRAKE ROTATING BRAKE–RELEASE 

PISTON.

Japan ........................... 29-Sep-17. 

9175563 .................................... COMBINED MOTOR AND BRAKE WITH ROTATING BRAKE–RELEASE PISTON.United States ............... 3-Nov-15. 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 39071 

EXHIBIT 2—EATON ORBITAL MOTOR LICENSES GRANTED TO ACQUIRER—Continued 

Patent No. Title Country Grant date 

EP2875237 ............................... FREEWHEEL HYDRAULIC MOTOR ...................................................... European Patent Convention.28-Mar-18. 

602013035067.1 ....................... FREEWHEEL HYDRAULIC MOTOR ...................................................... Germany ...................... 28-Mar-18. 

EP2875237 ............................... FREEWHEEL HYDRAULIC MOTOR ...................................................... Great Britain ................ 28-Mar-18. 

502018000016462 .................... FREEWHEEL HYDRAULIC MOTOR ...................................................... Italy .............................. 28-Mar-18. 

9551222 .................................... FREEWHEEL HYDRAULIC MOTOR ...................................................... United States ............... 24-Jan-17. 

EXHIBIT 3—EATON HYDRAULIC STEERING UNIT LICENSES TO ACQUIRER

Patent No. Title Country Grant date 

6769249 .................................... LOW SLIP STEERING SYSTEM AND IMPROVED FLUID CONTROLLER THEREFOR.United States ............... 3-Aug-03. 

6769451 .................................... POWER BEYOND STEERING UNIT WITH BYPASS ............................ United States ............... 3-Aug-03. 

6782698 .................................... STEERING CONTROL UNIT WITH LOW NULL BAND LOAD SENSING BOOST.United States ............... 31-Aug-03. 

EP2250068 ............................... FLUID CONTROLLER WITH MULTIPLE FLUID METERS .................... Denmark ...................... 10-Jul-13. 

EP2250068 ............................... FLUID CONTROLLER WITH MULTIPLE FLUID METERS .................... France .......................... 10-Jul-13. 

602009017015.5 ....................... FLUID CONTROLLER WITH MULTIPLE FLUID METERS .................... Germany ...................... 10-Jul-13. 

EP2250068 ............................... FLUID CONTROLLER WITH MULTIPLE FLUID METERS .................... Great Britain ................ 10-Jul-13. 

EP2250068 ............................... FLUID CONTROLLER WITH MULTIPLE FLUID METERS .................... Italy .............................. 10-Jul-13. 

EP2250068 ............................... FLUID CONTROLLER WITH MULTIPLE FLUID METERS .................... Spain ............................ 10-Jul-13. 

8225603 .................................... FLUID CONTROLLER WITH MULTIPLE FLUID METERS .................... United States ............... 24-Jul-12. 

3010785B1 ................................ FLUID CONTROLLER WITH LOAD SENSE AND FLOW AMPLIFICATION.European Patent Convention.17-Jun-14. 

9920776 .................................... FLUID CONTROLLER WITH LOAD SENSE AND FLOW AMPLIFICATION.United States ............... 20-Mar-18. 

4725695 .................................... FLUID CONTROLLER AND FLUID METER BYPASS ARRANGEMENT.Japan ........................... 22-Apr-11. 

529996 ...................................... FLUID CONTROLLER AND FLUID METER BYPASS ARRANGEMENT.South Korea ................. 14-Nov-11. 

EXHIBIT 4—ORBITAL MOTOR COMPONENTS FOR EATON’S HP30 2-SPEED

MODEL 22 ORBITAL MOTOR PRODUCT

Component 

part No. Part description 

8483–000 ....... Shaft. 

8731–000 ....... Front Retainer. 

6037923–001 Bearing Housing. 

202879–004 ... Drive Spacer. 

5992182–008 Drive. 

5992182–010 Drive. 

9004–002 ....... Quad Ring. 

8732–000 ....... Backup Washer. 

6212–000 ....... Dust Seal. 

6037922–001 Adapter Plate. 

6181–000 ....... Bearing Spacer. 

9001–002 ....... Thrust Bearing Washer. 

9001–003 ....... Thrust Bearing Washer. 

9001–004 ....... Thrust Washer. 

9002–003 ....... Thrust Bearing. 

9002–004 ....... Thrust Bearing. 

9003–002 ....... Radial Bearing. 

16292–100 ..... Cap Screw. 

15045–000 ..... Seal. 

25001–046 ..... O Ring. 

United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. 

Danfoss A/S, and Eaton Corporation 

PLC, Defendants. 

Civil Action No.: 1:21–cv–1880–CJN 

Competitive Impact Statement 

In accordance with the Antitrust 

Procedures and Penalties Act, 15 U.S.C. 

16(b)–(h) (the ‘‘APPA’’ or ‘‘Tunney 

Act’’), the United States of America files 

this Competitive Impact Statement 

relating to the proposed Final Judgment 

filed in this civil antitrust proceeding. 

I. Nature and Purpose of the Proceeding 

On January 21, 2020, Defendant 

Danfoss A/S (‘‘Danfoss’’) entered into a 

binding agreement with Defendant 

Eaton Corporation (‘‘Eaton’’) to acquire 

Eaton’s hydraulics business for 

approximately $3.3 billion in cash. The 

United States filed a civil antitrust 

Complaint on July 14, 2021 seeking to 

enjoin the proposed transaction. The 

Complaint alleges that the likely effect 

of this transaction would be to 

substantially lessen competition in the 

design, manufacture, and sale of orbital 

motors and hydraulic steering units in 

the United States in violation of Section 

7 of the Clayton Act, 15 U.S.C. 18. 

At the same time the Complaint was 

filed, the United States filed a proposed 

Final Judgment and an Asset 

Preservation Stipulation and Order 

(‘‘Stipulation and Order’’), which are 

designed to remedy the loss of 

competition alleged in the Complaint. 

Under the proposed Final Judgment, 

which is explained more fully below, 

Defendant Danfoss is required to divest 

the following assets: The Danfoss 

Orbital Motor Business; the Danfoss 

Steering Unit Business; the Eaton 

Orbital Motor Assets; the Eaton Steering 

Unit Assets, and certain Intellectual 

Property (collectively ‘‘The Divestiture 

Assets’’). Under the terms of the 

Stipulation and Order, Defendants must 

take certain steps to ensure that the 

Divestiture Assets that must be divested 

are operated as ongoing, economically 

viable, competitive Divestiture Assets 

for the design, manufacture, and sale of 

orbital motors and steering units and 

must take all other actions to preserve 

and maintain the full economic 

viability, marketability, and 

competitiveness of the Divestiture 

Assets to be divested. 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment will terminate 

this action, except that the Court will 

retain jurisdiction to construe, modify, 

or enforce the provisions of the 

proposed Final Judgment and to punish 

violations thereof. 


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II. Description of Events Giving Rise to 

the Alleged Violation 

(A) The Defendants and the Proposed 

Transaction 

Danfoss and Eaton are global 

corporations based in Nordborg, 

Denmark and Dublin, Ireland, 

respectively, that manufacture 

components of hydraulic power systems 

for industrial and agricultural use. 

Defendants’ hydraulic components 

make it possible to steer, propel, and 

operate equipment used to pave roads, 

harvest produce, construct buildings, 

and perform other heavy industrial and 

agricultural tasks across the United 

States every day. Pursuant to a 

Transaction Agreement dated January 

21, 2020, Danfoss intends to acquire 

Eaton’s hydraulics business for 

approximately $3.3 billion. 

(B) The Competitive Effects of the 

Transaction 

The Complaint alleges that the 

transaction as proposed will lead to 

anticompetitive effects in the markets 

for the design, manufacture, and sale of 

hydraulic orbital motors (‘‘orbital 

motors’’) and hydraulic steering units 

(‘‘steering units’’). 

a. Relevant Product Markets 

The Complaint alleges that orbital 

motors for mobile off-road equipment 

and steering units for mobile off-road 

equipment are lines of commerce, or 

relevant product markets, for purposes 

of analyzing the effects of the 

acquisition under Section 7 of the 

Clayton Act, 15 U.S.C. 18. Orbital 

motors, also called ‘‘low-speed, hightorque’’ motors, are a low-cost way to 

move heavy loads in a slow, and thus 

controlled, way. Steering units direct 

hydraulic fluid in response to 

commands from equipment operators 

and are necessary for any hydraulic 

steering system to function. 

In the event of a small but significant 

increase in price by a hypothetical 

monopolist of orbital motors, the 

Complaint alleges that substitution 

away from orbital motors would be 

insufficient to render the price increase 

unprofitable. Other technologies, such 

as vane, gear, piston, or electric motors, 

do not offer the same level of 

performance, are less efficient, or cost 

more than an orbital motor. Therefore, 

these technologies are not reasonable 

substitutes for orbital motors. Orbital 

motors for mobile off-road equipment 

are therefore a line of commerce, or 

relevant product market, for purposes of 

analyzing the effects of the acquisition 

under Section 7 of the Clayton Act, 15 

U.S.C. 18. 

Similarly, in the event of a small but 

significant increase in price by a 

hypothetical monopolist of steering 

units, the Complaint alleges that 

substitution away from steering units 

would be insufficient to render the price 

increase unprofitable. Electric steering 

technology—the only alternative 

steering system that does not require a 

hydraulic steering unit—is largely 

unproven and more expensive than 

hydraulic steering technology. The 

switching costs from hydraulic steering 

to electric steering are high and would 

require a costly redesign by Original 

Equipment Manufacturers (‘‘OEMs’’). 

Steering units for mobile off-road 

equipment are therefore a line of 

commerce, or relevant product market, 

for purposes of analyzing the effects of 

the acquisition under Section 7 of the 

Clayton Act, 15 U.S.C. 18. 

b. Relevant Geographic Markets 

The Complaint alleges that OEMs 

located in the United States wish to 

avoid business disruption and cannot 

reasonably turn to suppliers without a 

U.S. presence for the supply of orbital 

motors or steering units for mobile offroad equipment. Long lead times due to 

international shipping and unexpected 

delays in the delivery of products can 

cause significant business disruption. 

Customers similarly require that 

suppliers warehouse new and 

replacement parts to avoid costly delays 

or interruptions to business operations 

and expect local service and support 

from suppliers. Thus, a hypothetical 

monopolist of orbital motors or steering 

units sold in the United States could 

profitably impose a small but significant 

non-transitory increase in price for 

orbital motors or steering units without 

losing sufficient sales to render the price 

increase unprofitable. Nor would the 

price increase be defeated by arbitrage, 

e.g., by OEMs purchasing through 

subsidiaries located outside the United 

States. Accordingly, the relevant 

geographic market for purposes of 

analyzing the effects of the acquisition 

on orbital motors and steering units for 

mobile off-road equipment under 

Section 7 of the Clayton Act, 15 U.S.C. 

18, is the United States. 

c. Anticompetitive Effects of the 

Proposed Transaction 

The Complaint alleges that the 

transaction as proposed would lessen 

competition and harm customers for 

orbital motors and steering units for 

mobile off-road equipment in the United 

States. The Herfindahl-Hirschman Index 

(‘‘HHI’’), as articulated in the Horizontal 

Merger Guidelines issued by the 

Department of Justice and the Federal 

Trade Commission, measures the likely 

anticompetitive effects of an acquisition 

by assessing how concentrated a market 

is. The more concentrated a market, the 

higher the likelihood that a transaction 

will result in a meaningful reduction in 

competition and harm customers. HHI 

calculations in the markets for both 

orbital motors and steering units 

indicate that the proposed acquisition 

will result in highly concentrated 

markets and is thus presumed likely to 

enhance market power. 

The HHI indicators of highly 

concentrated markets and enhanced 

market power are consistent with 

historical head-to-head competition 

between Danfoss and Eaton to supply 

orbital motors and steering units for 

mobile off-road equipment. Danfoss and 

Eaton compete directly on price, 

quality, product innovation, delivery, 

and technical service, and the 

competition between them has benefited 

U.S. customers of orbital motors and 

steering units for mobile off-road 

equipment. Danfoss and Eaton have a 

reputation for high-quality orbital 

motors and steering units, product 

developments that benefit OEMs, an 

extensive network of distributors 

throughout the United States, and 

localized customer support and service. 

As a result, Danfoss and Eaton are 

considered to be the two primary—and 

sometimes the only two—suppliers of 

orbital motors and steering units to 

customers in the United States. 

d. Difficulty of Entry 

The Complaint alleges that entry of 

additional competition into the design, 

manufacture, and sale of orbital motors 

and steering units sold in North 

America is unlikely to be timely, likely, 

or sufficient to prevent the harm to 

competition caused by Danfoss’s 

acquisition of Eaton’s hydraulics 

business. A new entrant must have the 

technical capabilities necessary to 

design, manufacture, and sell orbital 

motors and steering units that meet 

customer requirements for quality, 

performance, and reliability. 

Additionally, a new entrant must have 

the requisite scale, an established 

reputation, and an extensive network of 

distributors to supply to all customers 

throughout the United States. 

III. Explanation of the Proposed Final 

Judgment 

The relief required by the proposed 

Final Judgment will remedy the loss of 

competition alleged in the Complaint by 

establishing an independent and 

economically viable competitor in the 

market for the design, manufacture, and 

sale of orbital motors and steering units. 


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Paragraph IV.A of the proposed Final 

Judgment requires Defendant Danfoss, 

within 60 days after the entry of the 

Stipulation and Order by the Court, to 

divest the Divestiture Assets to 

Interpump Group S.p.A. (‘‘Interpump’’) 

or an alternative acquirer acceptable to 

the United States, in its sole discretion. 

If the 60 days expire while Defendants 

are waiting for regulatory approval from 

U.S. or international regulators, 

Paragraph IV.B extends the time 

allowed for the divestiture to take place 

to ten calendar days after the Regulatory 

Approval has been received. The 

extension may be no longer than 30 

calendar days, unless the United States, 

in its sole discretion, consents to an 

additional extension. 

(A) Divestiture Assets 

The Divestiture Assets consist of the 

Danfoss Divestiture Assets and the 

Eaton Divestiture Assets. Taken 

together, the Divestiture Assets will 

form a viable, ongoing business that can 

compete effectively in the hands of an 

acquirer approved by the United States, 

in its sole discretion. The combination 

of product model lines from both 

Defendants ensures that an acquirer will 

have the breadth and scale necessary to 

succeed while preserving Danfoss’s 

headquarters in Nordborg, Denmark, 

which houses businesses that are not 

being divested. 

(B) Danfoss Divestiture Assets 

The Danfoss Divestiture Assets are 

defined in Paragraph II.O as all tangible 

and intangible assets relating to or used 

in connection with the Danfoss Orbital 

Motor Business or the Danfoss 

Hydraulic Steering Unit Business— 

including three facilities that are located 

in Hopkinsville, Kentucky; Wroclaw, 

Poland; and Parchim, Germany. The 

Danfoss Orbital Motor Business and 

Danfoss Hydraulic Steering Unit 

Business, in turn, are defined by model 

of orbital motor or steering unit in 

Paragraphs II.E and II.F and comprise 

Danfoss’s business of designing, 

manufacturing, and selling these orbital 

motors and steering units in the United 

States. The Danfoss Divestiture Assets 

also include assets necessary for the 

acquirer to manufacture Danfoss’ S70 

model of steering unit, which currently 

is in development. Certain assets 

located in Zhenjiang, China and 

Nordborg, Denmark are excluded from 

the Danfoss Divestiture Assets because 

they are not used for the orbital motors 

and hydraulic units at issue for sale to 

U.S. customers. 

(C) Eaton Divestiture Assets 

The Eaton Divestiture Assets are 

defined in Paragraph II.P as all tangible 

and intangible assets relating to or used 

in connection with the Eaton Orbital 

Motor Assets or the Eaton Hydraulic 

Steering Unit Assets. The Eaton Orbital 

Motor Assets and Eaton Hydraulic 

Steering Unit Asset, in turn, are defined 

by model of orbital motor or steering 

unit in Paragraphs II.H and II.I and 

comprise all the assets used to 

manufacture these models of orbital 

motors and steering units. Unlike the 

Danfoss Divestiture Assets, the Eaton 

Divestiture Assets do not include real 

property. Instead, the Eaton Orbital 

Motor Assets and Eaton Hydraulic 

Steering Unit Assets will move to the 

divested facility located in 

Hopkinsville, KY. The Eaton Divestiture 

Assets will include all fixed assets, 

machinery, and manufacturing 

equipment for the Eaton Orbital Motor 

Assets and Eaton Hydraulic Steering 

Unit Assets except Eaton’s Series 20 

model of hydraulic steering unit 

products. The Eaton Divestiture Assets 

also do not include the transfer of paint 

line assets (see Paragraph II.Q), which 

are instead included in the Danfoss 

Divestiture Assets. 

(D) Intellectual Property 

With the exceptions of the intellectual 

property listed in Exhibits 1, 2, or 3, and 

the Char Lynn license, all Intellectual 

Property including, but not limited to 

(a) patents, patent applications, and 

inventions and discoveries that may be 

patentable, (b) registered and 

unregistered copyrights and copyright 

applications, and (c) registered and 

unregistered trademarks, trade dress, 

service marks, trade names, and 

trademark applications will be divested 

to the acquirer. 

The intellectual property listed in 

Exhibits 1, 2, and 3 is necessary for the 

Divestiture Assets as well as for assets 

that will be retained by Defendant 

Danfoss. Consequently, the acquirer will 

receive worldwide, non-exclusive, 

royalty-free, perpetual, paid-up, 

irrevocable licenses to the intellectual 

property listed in Exhibits 1, 2, and 3. 

Likewise, the acquirer will receive a 

worldwide, non-exclusive, royalty-free, 

perpetual, paid-up, irrevocable license 

to use the Char Lynn name, which is 

used for certain Eaton orbital motor 

models. This license will allow the 

acquirer to transition these products to 

its own product names. 

(E) Divestiture Provisions 

Section IV of the proposed Final 

Judgment contains additional detail 

about how the divestitures should be 

carried out. Defendants are required to 

act expeditiously (Paragraph IV.C), to 

divest the Divestiture Assets in such a 

way as to satisfy the United States, in its 

sole discretion, that the Divestiture 

Assets will be used as a part of a viable 

ongoing business and will remedy the 

competitive harm alleged in the 

Complaint (Paragraph IV.D). The 

divestiture must be made to an acquirer 

that, in the United States’ sole 

judgment, has the intent and capability 

to compete effectively in the design, 

manufacture and sale of orbital motors 

and hydraulic steering units for mobile 

off-road equipment (Paragraph IV.E) and 

must be done in such a manner that 

Defendants cannot interfere in the 

acquirer’s efforts to compete effectively 

in the design, manufacture, and sale of 

orbital motors and hydraulic steering 

units for mobile off-road equipment. If 

the Divestiture Assets are divested to an 

acquirer other than Interpump, 

Paragraphs IV.G and IV.H require 

Defendants to make certain information 

available to the prospective acquirer, 

including a copy of the proposed Final 

Judgment. 

Paragraph IV.I of the proposed Final 

Judgment contains provisions intended 

to facilitate the acquirer’s efforts to hire 

certain employees. Specifically, 

Paragraph IV.I of the proposed Final 

Judgment requires Defendant Danfoss to 

provide the acquirer and the United 

States with organization charts and 

information relating to these employees 

and to make them available for 

interviews. It also provides that 

Defendants must not interfere with any 

efforts by the acquirer to hire these 

employees. In addition, for employees 

who elect employment with the 

acquirer, Defendant Danfoss must waive 

all non-compete and non-disclosure 

agreements, vest and pay to these 

employees (or to the acquirer for 

payment to the employee) on a prorated 

basis any bonuses, incentives, other 

salary, benefits or other compensation 

fully or partially accrued at the time of 

the transfer of the employee to the 

acquirer; vest any unvested pension or 

other equity rights; and provide all other 

benefits that the employees would 

generally be provided had those 

employees continued employment with 

Defendants, including but not limited to 

any retention bonuses or payments. 

Paragraph IV.J of the proposed Final 

Judgment ensures that the Divestiture 

Assets are unencumbered and operable 

from the first day that the acquirer takes 

ownership. Paragraph IV.L ensures that 

the acquirer will receive all necessary 

licenses, registrations, and permits to 


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operate the Divestiture Assets once they 

are transferred. 

Paragraph IV.K of the proposed Final 

Judgment will facilitate the transfer to 

the acquirer of customers and other 

contractual relationships that are 

included within the Divestiture Assets. 

Defendants must transfer all contracts, 

agreements, and relationships to the 

acquirer and must use best efforts to 

assign, subcontract, or otherwise 

transfer contracts or agreements that 

require the consent of another party 

before assignment, subcontracting, or 

other transfer. 

Paragraph IV.M of the proposed Final 

Judgment requires Defendants to 

accomplish the move of Eaton Divested 

Equipment, as defined in Paragraph 

II.Q, to the acquirer’s preferred location 

within 12 months after the Court’s entry 

of the Stipulation and Order. In the 

interim, the supply contracts mandated 

by Paragraph IV.O will ensure that the 

acquirer can serve its new customer 

base without disruption. Paragraphs 

IV.M and IV.O allow the United States 

to extend the time to move the Eaton 

Divested Equipment and the terms of 

the supply contracts up to an additional 

six months if necessary. 

Paragraphs IV.N and IV.O of the 

proposed Final Judgment address 

supply contracts between Defendant 

Danfoss and the acquirer. Paragraph 

IV.N requires Defendant Danfoss, at the 

acquirer’s option, to enter into a supply 

contract for certain services and 

components, such as heat treatment 

services and gerotors, sufficient to meet 

the acquirer’s needs, as determined by 

the acquirer, for a period of up to 12 

months. The acquirer may terminate the 

supply contract, or any portion of it, 

without cost or penalty at any time 

upon commercially reasonable notice, 

and any amendments to or 

modifications of any provisions of a 

supply contract are subject to approval 

by the United States in its sole 

discretion. Paragraph IV.O requires 

Defendants to enter into a supply 

contract for certain models of orbital 

motor and steering unit products, for a 

period of up to 18 months. Upon the 

acquirer’s request, the United States, in 

its sole discretion, may approve one or 

more extensions of the supply contracts 

contemplated in Paragraphs IV.N and 

IV.O for up to an additional six months. 

This provision will help to ensure that 

the acquirer will not face disruption to 

its supply of these input products 

during an important transitional period. 

The proposed Final Judgment requires 

Defendant Danfoss to provide certain 

transition services to maintain the 

viability and competitiveness of the 

Divestiture Assets during the transition 

to the acquirer. Paragraph IV.P of the 

proposed Final Judgment requires 

Defendant Danfoss, at the acquirer’s 

option, to enter into a transition services 

agreement for back office, accounting, 

human resources, information 

technology services and support, 

employee health and safety, and 

technical training services and support 

for a period of up to 12 months. The 

acquirer may terminate the transition 

services agreement, or any portion of it, 

without cost or penalty at any time 

upon commercially reasonable notice. 

The paragraph further provides that the 

United States, in its sole discretion, may 

approve one or more extensions of this 

transition services agreement for a total 

of up to an additional 6 months and that 

any amendments to or modifications of 

any provisions of a transition services 

agreement are subject to approval by the 

United States in its sole discretion. 

Paragraph IV.P also provides that 

employees of Defendants tasked with 

supporting this agreement must not 

share any competitively sensitive 

information of the acquirer with any 

other employee of Defendants, unless 

such sharing is for the sole purpose of 

providing transition services to the 

acquirer. 

Paragraph IV.Q of the proposed Final 

Judgment requires Defendants to refrain 

for one year from soliciting customers 

for the portion of the customer’s 

business that is transferring to the 

acquirer. Defendants may respond to 

inquiries initiated by such customers 

and enter into negotiations at the 

request of the customers but must 

maintain a log of any such inquiries and 

requests. This provision gives the 

acquirer time to establish a performance 

record with new customers without 

interference from Defendants. Paragraph 

IV.Q allows the United States to extend 

the time period of this provision up to 

an additional six months if necessary. 

Paragraph IV.R ensures that the terms 

of the proposed Final Judgment 

supersede any terms of agreement 

between Defendants and the acquirer 

that are inconsistent with the proposed 

Final Judgment. 

(F) Divestiture Trustee Provisions 

If Defendants do not accomplish the 

divestiture within the period prescribed 

in Paragraph IV.A or IV.B of the 

proposed Final Judgment, Section V of 

the proposed Final Judgment provides 

that the Court will appoint a divestiture 

trustee selected by the United States to 

effect the divestiture. If a divestiture 

trustee is appointed, the proposed Final 

Judgment provides that Defendant 

Danfoss must pay all costs and expenses 

of the trustee. The divestiture trustee’s 

compensation must be structured so as 

to provide an incentive for the trustee 

based on the price and terms obtained 

and the speed with which the 

divestiture is accomplished. After the 

divestiture trustee’s appointment 

becomes effective, the trustee must 

provide monthly reports to the United 

States setting forth his or her efforts to 

accomplish the divestiture. If the 

divestiture has not been accomplished 

within six months of the divestiture 

trustee’s appointment, the United States 

may make recommendations to the 

Court, which will enter such orders as 

appropriate, in order to carry out the 

purpose of the Final Judgment, 

including by extending the trust or the 

term of the divestiture trustee’s 

appointment by a period requested by 

the United States. 

(G) Monitoring Trustee Provisions 

Section X of the proposed Final 

Judgment provides that the United 

States may appoint a monitoring trustee 

who will have the power and authority 

to investigate and report on Defendants’ 

compliance with the terms of the Final 

Judgment and the Stipulation and 

Order, including compliance with all 

supply and transition service 

agreements and progress of production 

line transfers, and will have other 

powers as the Court deems appropriate. 

The monitoring trustee will not have 

any responsibility or obligation for the 

operation of Defendants’ businesses. 

The monitoring trustee will serve at 

Defendant Danfoss’ expense, on such 

terms and conditions as the United 

States approves, and Defendants must 

assist the monitoring trustee in fulfilling 

his or her obligations. The monitoring 

trustee will provide periodic reports to 

the United States and will serve until 

the divestiture of all the Divestiture 

Assets is finalized pursuant to either 

Section IV or Section V of this Final 

Judgment and Defendant Danfoss has 

complied with the terms of the 

transition services agreements and 

supply contracts provided for in this 

Final Judgment, unless the United 

States, in its sole discretion, determines 

a different period is appropriate. 

(H) Firewall Provision 

The relocation of the Eaton Divested 

Equipment to a location specified by 

acquirer will require Defendants’ 

employees to train employees of the 

acquirer on how to properly operate the 

equipment. Section XII of the proposed 

Final Judgment requires Defendants to 

implement and maintain a firewall to 

prevent the exchange of competitively 

sensitive information between 

Defendants and the acquirer. 


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Specifically, Defendants must 

implement and maintain procedures to 

prevent any employees of Defendants 

from sharing competitively sensitive 

information relating to the Divestiture 

Assets with personnel of Defendants 

with responsibilities relating to 

Danfoss’s or Eaton’s design, 

manufacture, and sale of hydraulic 

orbital motors or hydraulic steering 

units. Such a firewall will prevent 

competitively sensitive information 

about the Divestiture Assets from being 

used to influence business decisions 

relating to Danfoss’s or Eaton’s design, 

manufacturing, or sale of orbital motors 

or steering units. The implementation of 

these procedures for a two-year period 

will ensure that the information cannot 

be used while it is still competitively 

sensitive. After two years, any 

information will be sufficiently out of 

date to no longer pose a risk and the 

firewall can be eliminated. Under 

Paragraph XII.B, Defendants must, 

within 30 days of entry of the 

Stipulation and Order, submit to the 

United States a document setting forth 

in detail the procedures each has 

implemented to effect compliance with 

Section XII. The United States will 

determine, in its sole discretion, 

whether to approve or reject Defendants’ 

proposed compliance plans. 

(I) Compliance and Enforcement 

Provisions 

The proposed Final Judgment also 

contains provisions designed to promote 

compliance with and make enforcement 

of the Final Judgment as effective as 

possible. Paragraph XV.A provides that 

the United States retains and reserves 

all rights to enforce the Final Judgment, 

including the right to seek an order of 

contempt from the Court. Under the 

terms of this paragraph, Defendants 

have agreed that in any civil contempt 

action, any motion to show cause, or 

any similar action brought by the United 

States regarding an alleged violation of 

the Final Judgment, the United States 

may establish the violation and the 

appropriateness of any remedy by a 

preponderance of the evidence and that 

Defendants have waived any argument 

that a different standard of proof should 

apply. This provision aligns the 

standard for compliance with the Final 

Judgment with the standard of proof 

that applies to the underlying offense 

that the Final Judgment addresses. 

Paragraph XV.B provides additional 

clarification regarding the interpretation 

of the provisions of the proposed Final 

Judgment. The proposed Final Judgment 

is intended to remedy the loss of 

competition the United States alleges 

would otherwise be harmed by the 

transaction. Defendants agree that they 

will abide by the proposed Final 

Judgment and that they may be held in 

contempt of the Court for failing to 

comply with any provision of the 

proposed Final Judgment that is stated 

specifically and in reasonable detail, as 

interpreted in light of this 

procompetitive purpose. 

Paragraph XV.C provides that if the 

Court finds in an enforcement 

proceeding that a Defendant has 

violated the Final Judgment, the United 

States may apply to the Court for an 

extension of the Final Judgment, 

together with such other relief as may be 

appropriate. In addition, to compensate 

American taxpayers for any costs 

associated with investigating and 

enforcing violations of the Final 

Judgment, Paragraph XV.C provides 

that, in any successful effort by the 

United States to enforce the Final 

Judgment against a Defendant, whether 

litigated or resolved before litigation, 

the Defendant must reimburse the 

United States for attorneys’ fees, 

experts’ fees, and other costs incurred in 

connection with any effort to enforce 

the Final Judgment, including the 

investigation of the potential violation. 

Paragraph XV.D states that the United 

States may file an action against a 

Defendant for violating the Final 

Judgment for up to four years after the 

Final Judgment has expired or been 

terminated. This provision is meant to 

address circumstances such as when 

evidence that a violation of the Final 

Judgment occurred during the term of 

the Final Judgment is not discovered 

until after the Final Judgment has 

expired or been terminated or when 

there is not sufficient time for the 

United States to complete an 

investigation of an alleged violation 

until after the Final Judgment has 

expired or been terminated. This 

provision, therefore, makes clear that, 

for four years after the Final Judgment 

has expired or been terminated, the 

United States may still challenge a 

violation that occurred during the term 

of the Final Judgment. 

(J) Term of the Final Judgment 

Finally, Section XVI of the proposed 

Final Judgment provides that the Final 

Judgment will expire 10 years from the 

date of its entry, except that after five 

years from the date of its entry, the Final 

Judgment may be terminated upon 

notice by the United States to the Court 

and Defendants that the divestiture has 

been completed and that continuation of 

the Final Judgment is no longer 

necessary or in the public interest. 

IV. Remedies Available to Potential 

Private Plaintiffs 

Section 4 of the Clayton Act, 15 

U.S.C. 15, provides that any person who 

has been injured as a result of conduct 

prohibited by the antitrust laws may 

bring suit in federal court to recover 

three times the damages the person has 

suffered, as well as costs and reasonable 

attorneys’ fees. Entry of the proposed 

Final Judgment neither impairs nor 

assists the bringing of any private 

antitrust damage action. Under the 

provisions of Section 5(a) of the Clayton 

Act, 15 U.S.C. 16(a), the proposed Final 

Judgment has no prima facie effect in 

any subsequent private lawsuit that may 

be brought against Defendants. 

V. Procedures Available for 

Modification of the Proposed Final 

Judgment 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered by the Court 

after compliance with the provisions of 

the APPA, provided that the United 

States has not withdrawn its consent. 

The APPA conditions entry upon the 

Court’s determination that the proposed 

Final Judgment is in the public interest. 

The APPA provides a period of at 

least 60 days preceding the effective 

date of the proposed Final Judgment 

within which any person may submit to 

the United States written comments 

regarding the proposed Final Judgment. 

Any person who wishes to comment 

should do so within 60 days of the date 

of publication of this Competitive 

Impact Statement in the Federal 

Register, or the last date of publication 

in a newspaper of the summary of this 

Competitive Impact Statement, 

whichever is later. All comments 

received during this period will be 

considered by the U.S. Department of 

Justice, which remains free to withdraw 

its consent to the proposed Final 

Judgment at any time before the Court’s 

entry of the Final Judgment. The 

comments and the response of the 

United States will be filed with the 

Court. In addition, the comments and 

the United States’ responses will be 

published in the Federal Register unless 

the Court agrees that the United States 

instead may publish them on the U.S. 

Department of Justice, Antitrust 

Division’s internet website. 

Written comments should be 

submitted in English to: Jay Owen, 

Acting Chief, Defense, Industrials, and 

Aerospace Section, Antitrust Division, 

U.S. Department of Justice, 450 Fifth 

Street NW, Suite 8700, Washington, DC 

20530. 


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39076 Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 

The proposed Final Judgment 

provides that the Court retains 

jurisdiction over this action, and the 

parties may apply to the Court for any 

order necessary or appropriate for the 

modification, interpretation, or 

enforcement of the Final Judgment. 

VI. Alternatives to the Proposed Final 

Judgment 

As an alternative to the proposed 

Final Judgment, the United States 

considered a full trial on the merits 

against Defendants. The United States 

could have continued the litigation and 

sought preliminary and permanent 

injunctions against Danfoss’s 

acquisition of certain assets and equity 

interests of Eaton’s hydraulics business. 

The United States is satisfied, however, 

that the relief required by the proposed 

Final Judgment will remedy the 

anticompetitive effects alleged in the 

Complaint, preserving competition for 

the design, manufacture, and sale of 

orbital motors and hydraulic steering 

units. Thus, the proposed Final 

Judgment achieves all or substantially 

all of the relief the United States would 

have obtained through litigation but 

avoids the time, expense, and 

uncertainty of a full trial on the merits. 

VII. Standard of Review Under the 

APPA for the Proposed Final Judgment 

Under the Clayton Act and APPA, 

proposed Final Judgments or ‘‘consent 

decrees’’ in antitrust cases brought by 

the United States are subject to a 60-day 

comment period, after which the Court 

shall determine whether entry of the 

proposed Final Judgment ‘‘is in the 

public interest.’’ 15 U.S.C. 16(e)(1). In 

making that determination, the Court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) The competitive impact of such 

judgment, including termination of alleged 

violations, provisions for enforcement and 

modification, duration of relief sought, 

anticipated effects of alternative remedies 

actually considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the adequacy of 

such judgment that the court deems 

necessary to a determination of whether the 

consent judgment is in the public interest; 

and 

(B) the impact of entry of such judgment 

upon competition in the relevant market or 

markets, upon the public generally and 

individuals alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public benefit, 

if any, to be derived from a determination of 

the issues at trial. 

15 U.S.C. 16(e)(1)(A) & (B). In 

considering these statutory factors, the 

Court’s inquiry is necessarily a limited 

one as the government is entitled to 

‘‘broad discretion to settle with the 

defendant within the reaches of the 

public interest.’’ United States v. 

Microsoft Corp., 56 F.3d 1448, 1461 

(D.C. Cir. 1995); United States v. U.S. 

Airways Grp., Inc., 38 F. Supp. 3d 69, 

75 (D.D.C. 2014) (explaining that the 

‘‘court’s inquiry is limited’’ in Tunney 

Act settlements); United States v. InBev 

N.V./S.A., No. 08–1965 (JR), 2009 U.S. 

Dist. LEXIS 84787, at *3 (D.D.C. Aug. 

11, 2009) (noting that a court’s review 

of a proposed Final Judgment is limited 

and only inquires ‘‘into whether the 

government’s determination that the 

proposed remedies will cure the 

antitrust violations alleged in the 

complaint was reasonable, and whether 

the mechanism to enforce the final 

judgment are clear and manageable’’). 

As the U.S. Court of Appeals for the 

District of Columbia Circuit has held, 

under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations in the government’s 

complaint, whether the proposed Final 

Judgment is sufficiently clear, whether 

its enforcement mechanisms are 

sufficient, and whether it may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

proposed Final Judgment, a court may 

not ‘‘make de novo determination of 

facts and issues.’’ United States v. W. 

Elec. Co., 993 F.2d 1572, 1577 (D.C. Cir. 

1993) (quotation marks omitted); see 

also Microsoft, 56 F.3d at 1460–62; 

United States v. Alcoa, Inc., 152 F. 

Supp. 2d 37, 40 (D.D.C. 2001); United 

States v. Enova Corp., 107 F. Supp. 2d 

10, 16 (D.D.C. 2000); InBev, 2009 U.S. 

Dist. LEXIS 84787, at *3. Instead, ‘‘[t]he 

balancing of competing social and 

political interests affected by a proposed 

antitrust consent decree must be left, in 

the first instance, to the discretion of the 

Attorney General.’’ W. Elec. Co., 993 

F.2d at 1577 (quotation marks omitted). 

‘‘The court should bear in mind the 

flexibility of the public interest inquiry: 

The court’s function is not to determine 

whether the resulting array of rights and 

liabilities is one that will best serve 

society, but only to confirm that the 

resulting settlement is within the 

reaches of the public interest.’’ 

Microsoft, 56 F.3d at 1460 (quotation 

marks omitted); see also United States v. 

Deutsche Telekom AG, No. 19–2232 

(TJK), 2020 WL 1873555, at *7 (D.D.C. 

Apr. 14, 2020). More demanding 

requirements would ‘‘have enormous 

practical consequences for the 

government’s ability to negotiate future 

settlements,’’ contrary to congressional 

intent. Microsoft, 56 F.3d at 1456. ‘‘The 

Tunney Act was not intended to create 

a disincentive to the use of the consent 

decree.’’ Id. 

The United States’ predictions about 

the efficacy of the remedy are to be 

afforded deference by the Court. See, 

e.g., Microsoft, 56 F.3d at 1461 

(recognizing courts should give ‘‘due 

respect to the Justice Department’s . . . 

view of the nature of its case’’); United 

States v. Iron Mountain, Inc., 217 F. 

Supp. 3d 146, 152–53 (D.D.C. 2016) (‘‘In 

evaluating objections to settlement 

agreements under the Tunney Act, a 

court must be mindful that [t]he 

government need not prove that the 

settlements will perfectly remedy the 

alleged antitrust harms[;] it need only 

provide a factual basis for concluding 

that the settlements are reasonably 

adequate remedies for the alleged 

harms.’’ (internal citations omitted)); 

United States v. Republic Servs., Inc., 

723 F. Supp. 2d 157, 160 (D.D.C. 2010) 

(noting ‘‘the deferential review to which 

the government’s proposed remedy is 

accorded’’); United States v. ArcherDaniels-Midland Co., 272 F. Supp. 2d 1, 

6 (D.D.C. 2003) (‘‘A district court must 

accord due respect to the government’s 

prediction as to the effect of proposed 

remedies, its perception of the market 

structure, and its view of the nature of 

the case.’’). The ultimate question is 

whether ‘‘the remedies [obtained by the 

Final Judgment are] so inconsonant with 

the allegations charged as to fall outside 

of the ‘reaches of the public interest.’ ’’ 

Microsoft, 56 F.3d at 1461 (quoting W. 

Elec. Co., 900 F.2d at 309). 

Moreover, the Court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

complaint, and does not authorize the 

Court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also U.S. Airways, 38 

F. Supp. 3d at 75 (noting that the court 

must simply determine whether there is 

a factual foundation for the 

government’s decisions such that its 

conclusions regarding the proposed 

settlements are reasonable); InBev, 2009 

U.S. Dist. LEXIS 84787, at *20 (‘‘[T]he 

‘public interest’ is not to be measured by 

comparing the violations alleged in the 

complaint against those the court 

believes could have, or even should 

have, been alleged’’). Because the 

‘‘court’s authority to review the decree 

depends entirely on the government’s 

exercising its prosecutorial discretion by 

bringing a case in the first place,’’ it 

follows that ‘‘the court is only 

authorized to review the decree itself,’’ 

and not to ‘‘effectively redraft the 

complaint’’ to inquire into other matters 


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Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 39077 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. 

In its 2004 amendments to the APPA, 

Congress made clear its intent to 

preserve the practical benefits of using 

judgments proposed by the United 

States in antitrust enforcement, Public 

Law 108–237 § 221, and added the 

unambiguous instruction that ‘‘[n]othing 

in this section shall be construed to 

require the court to conduct an 

evidentiary hearing or to require the 

court to permit anyone to intervene.’’ 15 

U.S.C. 16(e)(2); see also U.S. Airways, 

38 F. Supp. 3d at 76 (indicating that a 

court is not required to hold an 

evidentiary hearing or to permit 

intervenors as part of its review under 

the Tunney Act). This language 

explicitly wrote into the statute what 

Congress intended when it first enacted 

the Tunney Act in 1974. As Senator 

Tunney explained: ‘‘[t]he court is 

nowhere compelled to go to trial or to 

engage in extended proceedings which 

might have the effect of vitiating the 

benefits of prompt and less costly 

settlement through the consent decree 

process.’’ 119 Cong. Rec. 24,598 (1973) 

(statement of Sen. Tunney). ‘‘A court 

can make its public interest 

determination based on the competitive 

impact statement and response to public 

comments alone.’’ U.S. Airways, 38 F. 

Supp. 3d at 76 (citing Enova Corp., 107 

F. Supp. 2d at 17). 

VIII. Determinative Documents 

There are no determinative materials 

or documents within the meaning of the 

APPA that were considered by the 

United States in formulating the 

proposed Final Judgment. 

Dated: July 14, 2021 

Respectfully submitted, 

For Plaintiff United States of America: 

lllllllllllllllllllll

REBECCA VALENTINE* (D.C. Bar #989607), 

Trial Attorney, 

Defense, Industrials, and Aerospace Section, 

Antitrust Division, 450 Fifth Street NW, Suite 

8700, Washington, DC 20530, Telephone: 

(202) 476–0432, Facsimile: (202) 514–9033, 

Email: rebecca.valentine@usdoj.gov. 

*Lead Attorney To Be Noticed 

[FR Doc. 2021–15728 Filed 7–22–21; 8:45 am] 

BILLING CODE 4410–11–P 

DEPARTMENT OF JUSTICE 

Drug Enforcement Administration 

[Docket No. DEA–861] 

Importer of Controlled Substances 

Application: Arizona Department of 

Corrections 

AGENCY: Drug Enforcement 

Administration, Justice. 

ACTION: Notice of application. 

SUMMARY: Arizona Department of 

Corrections has applied to be registered 

as an importer of basic class(es) of 

controlled substance(s). Refer to 

Supplementary Information listed below 

for further drug information. 

DATES: Registered bulk manufacturers of 

the affected basic class(es), and 

applicants therefore, may file written 

comments on or objections to the 

issuance of the proposed registration on 

or before August 23, 2021. Such persons 

may also file a written request for a 

hearing on the application on or before 

August 23, 2021. 

ADDRESSES: Written comments should 

be sent to: Drug Enforcement 

Administration, Attention: DEA Federal 

Register Representative/DPW, 8701 

Morrissette Drive, Springfield, Virginia 

22152. All requests for a hearing must 

be sent to: Drug Enforcement 

Administration, Attn: Administrator, 

8701 Morrissette Drive, Springfield, 

Virginia 22152. All requests for a 

hearing should also be sent to: (1) Drug 

Enforcement Administration, Attn: 

Hearing Clerk/OALJ, 8701 Morrissette 

Drive, Springfield, Virginia 22152; and 

(2) Drug Enforcement Administration, 

Attn: DEA Federal Register 

Representative/DPW, 8701 Morrissette 

Drive, Springfield, Virginia 22152. 

SUPPLEMENTARY INFORMATION: In 

accordance with 21 CFR 1301.34(a), this 

is notice that on June 7, 2021, Arizona 

Department of Corrections, 1305 E Butte 

Avenue, ASPC-Florence, Florence, 

Arizona 85132–9221, applied to be 

registered as an importer of the 

following basic class(es) of controlled 

substance(s): 

Controlled substance Drug 

code Schedule 

Pentobarbital .................... 2270 II 

The facility intends to import the 

above-listed controlled substance for 

legitimate use. This particular 

controlled substance is not available for 

the intended legitimate use within the 

current domestic supply of the United 

States. No other activity for this drug 

code is authorized for this registration. 

Approval of permit applications will 

occur only when the registrant’s 

business activity is consistent with what 

is authorized under 21 U.S.C. 952(a)(2). 

Authorization will not extend to the 

import of Food and Drug 

Administration-approved or nonapproved finished dosage forms for 

commercial sale. 

William T. McDermott, 

Assistant Administrator. 

[FR Doc. 2021–15710 Filed 7–22–21; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF JUSTICE 

Office of Justice Programs 

[OMB Number 1121–0334] 

Agency Information Collection 

Activities; Proposed Collection 

Comments Requested; Reinstatement, 

With Change, of a Previously 

Approved Collection for Which 

Approval Has Expired: 2021 Survey of 

Campus Law Enforcement Agencies 

(SCLEA) 

AGENCY: Office of Justice Programs, 

Department of Justice. 

ACTION: 30-Day notice. 

SUMMARY: The Department of Justice 

(DOJ), Office of Justice Programs, 

Bureau of Justice Statistics, will be 

submitting the following information 

collection request to the Office of 

Management and Budget (OMB) for 

review and approval in accordance with 

the Paperwork Reduction Act of 1995. 

The proposed information collection 

was previously published in the Federal 

Register, Volume 86, Number 94, page 

26944 on Tuesday, May 18, 2021, 

allowing a 60-day comment period. 

Following publication of the 60-day 

notice, BJS did not receive any 

comments on the proposed information 

collection. 

DATES: Comments are encouraged and 

will be accepted for 30 days until 

August 23, 2021. 

ADDRESSES: Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to www.reginfo.gov/public/do/ 

PRAMain. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. 

SUPPLEMENTARY INFORMATION: Written 

comments and suggestions from the 

public and affected agencies concerning 

the proposed collection of information 

are encouraged. Your comments should 


khammond on DSKJM1Z7X2PROD with NOTICES

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