Federal Register / Vol. 80, No. 9 / Wednesday, January 14, 2015 / Notices 1957 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Verso Paper Corp. and 

NewPage Holdings Inc. 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, Hold Separate 

Stipulation and Order, and Competitive 

Impact Statement have been filed with 

the United States District Court for the 

District of Columbia in United States of 

America v. Verso Paper Corp. and 

NewPage Holdings Inc., Civil No. 1:14- 

cv-2216. On December 31, 2014, the 

United States filed a Complaint alleging 

that Verso’s proposed acquisition of 

NewPage would violate Section 7 of the 

Clayton Act, 15 U.S.C. § 18. The 

proposed Final Judgment, filed the same 

time as the Complaint, requires Verso to 

divest NewPage’s coated paper mills in 

Biron, Wisconsin, and Rumford, Maine, 

including tangible and intangible assets 

necessary to operate the facilities. 

Copies of the Complaint, proposed 

Final Judgment and Competitive Impact 

Statement are available for inspection at 

the Department of Justice, Antitrust 

Division, Antitrust Documents Group, 

450 Fifth Street NW., Suite 1010, 

Washington, DC 20530 (telephone: 202– 

514–2481), on the Department of 

Justice’s Web site at http://

www.usdoj.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 Department of Justice, 

Antitrust Division’s internet Web site, 

filed with the Court and, under certain 

circumstances, published in the Federal 

Register. Comments should be directed 

to Peter J. Mucchetti, Chief, Litigation I 

Section, Antitrust Division, Department 

of Justice, 450 Fifth Street NW., Suite 

4100, Washington, DC 20530 

(telephone: 202–307–0001). 

Patricia A. Brink, 

Director of Civil Enforcement. 

IN THE UNITED STATES DISTRICT 

COURT 

FOR THE DISTRICT OF COLUMBIA 

UNITED STATES OF AMERICA, 

Department of Justice, 

Antitrust Division, 

450 Fifth Street NW., Suite 4100, 

Washington, DC 20530, 

Plaintiff, 

v. 

VERSO PAPER CORP., 

6775 Lenox Center Court, 

Memphis, TN 38115, 

and 

NEWPAGE HOLDINGS INC., 

8540 Gander Creek Drive, 

Miamisburg, OH 45342, 

Defendants. 

CASE NO. 1:14–cv–2216 

JUDGE: Tanya S. Chutkan 

FILED: 12/31/14 

COMPLAINT 

The United States of America brings 

this antitrust action to enjoin Verso 

Paper Corp. from acquiring NewPage 

Holdings Inc. The proposed acquisition 

would likely substantially lessen 

competition in the manufacture and sale 

of coated freesheet web paper, coated 

groundwood paper, and label paper to 

customers in North America. By 

acquiring NewPage, Verso would 

eliminate its foremost competitor in the 

sale of these products. 

I. INTRODUCTION 

1. Both Verso and NewPage produce 

two types of coated publication 

papers—coated freesheet web paper and 

coated groundwood paper. Postacquisition, the combined company 

would control approximately 50 percent 

of the coated freesheet web market in 

North America, which accounts for 

more than $2 billion in sales, and 40 

percent of the coated groundwood 

market, which accounts for more than 

$3 billion in sales. Vigorous competition 

between Verso and NewPage has 

ensured a reliable supply of high-quality 

coated publication papers to North 

American purchasers at competitive 

prices. Verso’s proposed acquisition of 

NewPage would eliminate this intense 

competition, and would likely increase 

the incentives of the merged firm—and 

the remaining firms in the market—to 

increase prices and reduce output. 

2. Verso and NewPage are the largest 

producers in North America of two 

types of label paper: cut-and-stack label 

paper and face sheet for pressuresensitive labels. Post-acquisition, the 

combined company would control 

approximately 70 percent of the North 

American label-paper market, which 

accounts for approximately $350 

million in sales. Verso has been a fierce 

competitor to NewPage, the leading 

seller of label paper. Customers have 

taken advantage of this competition by 

playing Verso and NewPage off each 

other to obtain more favorable prices. 

Verso’s acquisition of NewPage would 

extinguish this competition. 

II. JURISDICTION, VENUE, AND 

INTERSTATE COMMERCE 

3. The United States brings this action 

under Section 15 of the Clayton Act, 15 

U.S.C. § 25, to prevent Verso and 

NewPage from violating Section 7 of the 

Clayton Act, 15 U.S.C. § 18. 

4. This Court has subject-matter 

jurisdiction over this action under 

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

§ 25. 

5. Verso and NewPage are engaged in, 

and their activities substantially affect, 

interstate commerce. Collectively, the 

parties’ 2013 coated freesheet web, 

coated groundwood, and label paper 

revenues in the United States were 

approximately $2.5 billion. 

6. Venue is proper in this District 

under Section 12 of the Clayton Act, 15 

U.S.C. § 22. Both Verso and New Page 

are corporations that sell publication 

papers to customers located in this 

District. Verso and NewPage have 

consented to personal jurisdiction and 

venue in this Court. 

III. THE DEFENDANTS AND THE 

PROPOSED ACQUISITION 

7. Defendant Verso is a corporation 

headquartered in Memphis, Tennessee. 

It operates two mills that collectively 

produce coated freesheet web paper, 

coated groundwood paper, label paper, 

and other types of paper. Verso’s mills 

are located in Maine and Michigan. In 

early December 2014, Verso closed its 

mill in Bucksport, Maine, which 

produced coated groundwood paper. 

8. Defendant NewPage is a 

corporation headquartered in 

Miamisburg, Ohio. NewPage operates 

eight mills that collectively produce 

coated freesheet web paper, coated 

groundwood paper, label paper, and 

other types of paper. These mills are 

located in Kentucky, Maryland, 

Michigan, Minnesota, Wisconsin, and 

Maine. 

9. On January 3, 2014, Verso agreed to 

acquire NewPage in a transaction valued 

at approximately $1.4 billion. 

IV. THE COATED PAPER INDUSTRY 

10. Coated freesheet web paper and 

coated groundwood paper are coated on 

both sides with a clay or other coating. 

The coating gives the paper a smooth 

surface and glossy appearance and 

allows for printing of high-quality 

graphics. 

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11. Coated freesheet web paper is 

bright, heavier-weight glossy paper with 

excellent print qualities that is used 

primarily for annual reports, magazine 

covers and premium magazines, upscale 

brochures, and direct mail advertising. 

Coated freesheet web paper is produced 

for use in web printing applications. 

Web printing is typically used for large, 

high-speed printing jobs and requires 

paper rolls that are capable of being fed 

through the web printing equipment. 12. Coated groundwood paper is 

typically used for the interior pages of 

magazines and catalogues, the covers of 

low-cost magazines, and other mediumquality printing applications. Together, 

coated freesheet web paper and coated 

groundwood paper are referred to in this 

complaint as ‘‘coated publication 

papers.’’ 13. Competition in the coated 

publication paper markets is driven by 

several factors, including head-to-head 

bidding between manufacturers to serve 

the particular needs of specific 

customers, and by capacity and demand 

conditions. Producers individually 

negotiate most sales with customers. 

Customers have varying preferences for 

coated publication papers due to the 

papers’ varying characteristics, such as 

brightness, weight, printability, and 

smoothness. Customers often have 

specific requirements for the paper that 

they purchase, and customers typically 

evaluate each manufacturer’s products 

and qualify their products before 

purchasing from that manufacturer. 

Producers try to manufacture products 

that meet the needs of printers and end 

users. 14. Demand for most coated 

publication papers in North America 

has declined over the last several years 

because of a significant decline in 

demand for magazines, catalogues, and 

other publications. As a result, North 

American producers of coated 

publication papers have closed a 

number of mills and decommissioning 

of machines. Declining demand for 

coated publication papers is projected to 

continue, as is the closing of mills and 

decommissioned machines. 

15. Label paper is typically used to 

make labels for certain consumer goods, 

such as canned foods or wine bottles. 

Label paper is made from a type of 

freesheet paper that is coated on one 

side for printing, allowing the uncoated 

side to adhere to the product. 

V. MARKET DEFINITION 

A. Relevant Product Markets 

1. Coated Freesheet Web Paper 

16. In the event of a small but 

significant and non-transitory price 

increase, purchasers of coated freesheet 

web paper are unlikely to substitute to 

other types of paper in sufficient 

quantities to make the price increase 

unprofitable because coated freesheet 

web paper has characteristics that 

distinguish it from other types of paper. 

Some of these characteristics affect the 

appearance and performance of the 

product, whereas other characteristics 

affect the printing process for which the 

paper may be used. 17. Coated freesheet web paper is 

therefore a relevant product market and 

line of commerce under Section 7 of the 

Clayton Act. 

2. Coated Groundwood Paper 

18. In the event of a small but 

significant and non-transitory price 

increase, purchasers of coated 

groundwood paper are unlikely to 

substitute to other types of paper in 

sufficient quantities to make the price 

increase unprofitable because other 

papers are typically more expensive, 

have a different look and feel, or 

otherwise have characteristics that are 

undesirable for coated groundwood 

applications. 19. Coated groundwood paper is 

therefore a relevant product market and 

line of commerce under Section 7 of the 

Clayton Act. 

3. Label Paper 

20. In the event of a small but 

significant and non-transitory price 

increase, purchasers of label paper are 

unlikely to substitute to other kinds of 

paper in sufficient quantities to make 

the price increase unprofitable because 

label paper produces a high-quality 

appearance, is coated on only one side, 

and has other desirable characteristics. 

Purchasers of label paper are also 

unlikely to substitute to other label 

options in sufficient quantities to make 

the price increase unprofitable because 

changing the type of label could require 

a change in the product’s container or 

packaging. 21. Label paper is therefore a relevant 

product market and line of commerce 

under Section 7 of the Clayton Act. 

B. Relevant Geographic Market 

22. The relevant geographic market 

for analyzing the likely effects of the 

proposed acquisition on the sale of each 

relevant product is no larger than the 

United States and Canada (referred to 

here as ‘‘North America,’’ consistent 

with usage in the paper industry). 23. Defining a geographic market 

based on the location of customers is 

appropriate where, as here, (1) 

producers charge different prices based 

on customer location, and (2) arbitrage 

by customers is difficult. 24. For each relevant product, 

producers typically negotiate individual 

prices with each customer. Arbitrage is 

impractical because a customer in North 

America would need to find the product 

with the particular characteristics it 

requires from a customer outside of 

North America who has purchased that 

product at a significantly lower price to 

allow for shipping costs to North 

America. Furthermore, the additional 

costs of re-handling and re-shipping the 

product make arbitrage prohibitively 

expensive. Finally, a customer 

purchasing through arbitrage loses 

valuable services that producers often 

provide, such as inventory management, 

warranties, and technical support. 

25. In the event of a small but 

significant and non-transitory price 

increase, purchasers of each relevant 

product in North America are unlikely 

to defeat the price increase. North 

America is therefore a relevant 

geographic market for each relevant 

product under Section 7 of the Clayton 

Act. 

VI. THE PROPOSED ACQUISITION 

WOULD LIKELY LEAD TO 

ANTICOMPETITIVE EFFECTS IN 

COATED PUBLICATION PAPERS 

26. The proposed acquisition would 

likely significantly increase market 

concentration, eliminate head-to-head 

competition between Verso and 

NewPage, increase incentives to raise 

prices and reduce output, and facilitate 

accommodating conduct by competitors 

in the sale of coated publication papers. 

27. The proposed acquisition would 

significantly increase market 

concentration for coated publication 

papers. Market concentration is a useful 

indicator of the level of competitive 

vigor in a market and the likely 

competitive effects of a proposed 

acquisition. The more concentrated a 

market, and the more a transaction 

would increase market concentration, 

the more likely it is that the transaction 

would substantially reduce competition. 

Concentration in relevant markets is 

typically measured by the HerfindahlHirschman Index (HHI). Markets in 

which the post-merger HHI is above 

2,500 are considered highly 

concentrated. Mergers that increase the 

HHI by more than 200 points and result 

in a highly concentrated market are 

presumed likely to create or enhance 

market power. Markets in which the 

post-merger HHI is between 1,500 and 

2,500 are considered moderately 

concentrated. Mergers that increase the 

HHI by more than 100 points and result 

in a moderately concentrated market 

potentially raise significant competitive 

concerns. 

28. NewPage and Verso are the first 

and third largest competitors in the 

North American coated freesheet web 

paper market. New Page accounts for 

approximately 30 percent of market 

sales, and Verso accounts for 

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approximately 20 percent. Post-merger, 

the merged firm would have an 

approximately 50 percent share, and 

with the next largest supplier, would 

account for approximately 80 percent of 

market sales. 

29. The proposed acquisition would 

result in a highly concentrated market 

for coated freesheet web paper, with a 

post-merger HHI of approximately 

3,500. The proposed acquisition would 

increase the HHI by approximately 

1,200, and thus significantly increase 

market concentration. 

30. NewPage and Verso are the first 

and second largest competitors in the 

North American coated groundwood 

market. NewPage and Verso each 

account for approximately 20 percent of 

market sales. Post-merger, the combined 

firm would have an approximately 40 

percent share. 31. The proposed acquisition would 

result in a moderately concentrated 

market with a post-merger HHI of 

approximately 2,200. The acquisition 

would increase the HHI by 

approximately 800, and thus 

significantly increase market 

concentration. 

32. Verso and NewPage have 

frequently competed for sales to coated 

publication paper customers. The 

proposed acquisition would eliminate 

this head-to-head competition. 33. The proposed acquisition would 

also increase Verso’s incentive and 

ability to raise price and reduce output 

of coated publication papers. 

Consequently, the acquisition would 

likely lead to increased downtime, 

accelerated mill closures, and reduced 

output in North America. 34. The acquisition would likely 

facilitate accommodating conduct by 

competitors, leading to increased prices 

and reduced output. Despite the 

differentiated nature of coated 

publication paper markets, these 

markets are conducive to 

accommodating conduct by competitors. 

A small number of producers dominate 

the industry, and producers regularly 

obtain information from customers 

about their options and competitors’ 

prices and product availability. 

VII. THE PROPOSED ACQUISITION 

WOULD LIKELY LEAD TO 

ANTICOMPETITIVE EFFECTS IN THE 

LABEL-PAPER MARKET 

35. The proposed acquisition likely 

would substantially lessen competition 

in the sale of label paper. The 

acquisition would substantially increase 

market concentration and eliminate the 

head-to-head competition between 

Verso and NewPage. 36. NewPage accounts for 

approximately 60 percent of the market 

and Verso accounts for approximately 

10 percent. Post-acquisition, the 

combined firm would have 

approximately a 70 percent share. The 

proposed acquisition is presumptively 

anticompetitive because it would 

substantially increase market 

concentration in the already highly 

concentrated label-paper market from 

approximately 3,800 to 5,300. 37. Customers have played Verso and 

NewPage off each other in negotiations 

to obtain lower prices and better 

products and service. If the acquisition 

were completed, customers would no 

longer be able to do so, likely enabling 

the combined firm to raise prices and 

eliminating beneficial non-price 

competition between Verso and 

NewPage. 

VIII. ABSENCE OF COUNTERVAILING 

FACTORS 

38. Entry by new competitors or 

expansion by existing competitors is 

unlikely to be timely or sufficient in 

scope to prevent the proposed 

acquisition’s likely anticompetitive 

effects. Entry into publication papers is 

unlikely due to the declining demand 

for coated publication papers and the 

high cost of building a new coated paper 

mill. Entry into label papers is costly, 

uncertain, and time-consuming, as 

successful entrants need to test and 

qualify each new product with each 

major customer. 39. Supply responses from overseas 

manufacturers are unlikely to prevent a 

substantial lessening of competition. 

Prices are generally higher for imports 

than for domestic products. 

Furthermore, foreign producers are 

limited by commitments to more 

profitable local markets; by significant 

transportation costs and logistical 

issues; by customers’ exacting product 

specifications and preferences for short 

lead times; and by fluctuations in 

currency exchange rates, which disrupt 

consumer preferences for stable supply 

relationships. 40. The acquisition is unlikely to 

produce sufficient merger-specific, 

cognizable efficiencies that Verso would 

pass through to consumers to reverse 

the acquisition’s likely anticompetitive 

effects. 

IX. VIOLATION ALLEGED 

41. The effect of the proposed 

acquisition, if completed, would likely 

be to substantially lessen competition in 

interstate trade and commerce in the 

relevant markets, in violation of Section 

7 of the Clayton Act, 15 U.S.C. 18. 42. Unless enjoined, the proposed 

acquisition likely would have the 

following effects in each of the relevant 

markets: 

(a) competition between Verso and 

NewPage would be eliminated; (b) competition would likely be 

substantially lessened; (c) prices would likely be higher than 

they otherwise would; and (d) output would likely be lower than 

it otherwise would. 

X. REQUEST FOR RELIEF 

43. The United States requests that 

the Court: 

(a) judge Verso’s proposed acquisition 

of NewPage to violate Section 7 of the 

Clayton Act, 15 U.S.C. 18; (b) permanently enjoin Verso from 

acquiring any of the assets of NewPage 

or engaging in any other transaction that 

would combine the two companies; (c) award Plaintiff the costs of this 

action; and 

(d) award Plaintiff other just and 

proper relief. 

December 31, 2014. 

Respectfully Submitted, 

FOR PLAINTIFF UNITED STATES OF 

AMERICA: 

/s/ lllllllllllllllllll

WILLIAM J. BAER 

Assistant Attorney General for Antitrust. 

/s/ lllllllllllllllllll

DAVID I. GELFAND 

Deputy Assistant Attorney General. 

/s/ lllllllllllllllllll

PATRICIA A. BRINK 

Director of Civil Enforcement. 

/s/ lllllllllllllllllll

PETER J. MUCCHETTI 

Chief, Litigation I. 

/s/ lllllllllllllllllll

RYAN M. KANTOR 

Assistant Chief, Litigation I. 

/s/ lllllllllllllllllll

KARL D. KNUTSEN 

Attorney, Litigation I, Antitrust Division, U.S. 

Department of Justice, 450 Fifth Street NW., 

Suite 4100, Washington, DC 20530, Phone: 

(202) 514–0976, Facsimile: (202) 305–1190, 

E-mail: karl.knutsen@usdoj.gov 

SHOBITHA BHAT 

SCOTT I. FITZGERALD 

BARRY JOYCE 

MICHAEL T. KOENIG 

RICHARD MARTIN 

AMBER J. MOREN 

PAUL TORZILLI 

(DC BAR # 986767) 

In the United States District Court for 

the District of Columbia 

United States of America, Plaintiff, v. 

Verso Paper Corp., and NewPage Holdings 

Inc., Defendants. 

Case No. 1:14–cv–2216 

Judge: Tanya S. Chutkan 

Filed: 12/31/14 

COMPETITIVE IMPACT STATEMENT 

Plaintiff United States of America 

(‘‘United States’’), pursuant to Section 

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1960 Federal Register / Vol. 80, No. 9 / Wednesday, January 14, 2015 / Notices 

1 In December 2014, Verso closed its mill in 

Bucksport, Maine, which produced coated 

groundwood paper. In the press release announcing 

the closure, Verso’s CEO indicated that the mill has 

been unprofitable for a number of years and that in 

today’s marketplace the Bucksport mill would be 

unlikely to become profitable in the future. Press 

Release, Verso Paper Corp., Verso Announces 

Closure of Bucksport, Maine Paper Mill (Oct. 1, 

2014) (available at http://investor.versopaper.com/

releasedetail.cfm?ReleaseID=874161). Verso 

contemplated closing the mill before it decided to 

merge with NewPage. The United States does not 

allege that the closing of the Bucksport Mill is a 

result of the merger. 

2(b) of the Antitrust Procedures and 

Penalties Act (‘‘APPA’’ or ‘‘Tunney 

Act’’), 15 U.S.C. 16(b)–(h), files this 

Competitive Impact Statement relating 

to the proposed Final Judgment 

submitted for entry in this civil antitrust 

proceeding. 

I. NATURE AND PURPOSE OF THE 

PROCEEDING 

On January 3, 2014, Defendant Verso 

Paper Corp. (‘‘Verso’’) agreed to acquire 

all of the assets of Defendant NewPage 

Holdings Inc. (‘‘NewPage’’). The United 

States filed a civil antitrust Complaint 

on December 31, 2014, seeking to enjoin 

the proposed acquisition. The 

Complaint alleges that the likely effect 

of this acquisition would be to lessen 

competition substantially in the markets 

for coated publication papers and label 

paper in violation of Section 7 of the 

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

product, this loss of competition likely 

would result in higher prices, lower 

output, and fewer services for customers 

in North America. 

At the same time the Complaint was 

filed, the United States also filed a Hold 

Separate Stipulation and Order (‘‘Hold 

Separate’’) and proposed Final 

Judgment, which are designed to 

eliminate the anticompetitive effects of 

the acquisition. Under the proposed 

Final Judgment, which is explained 

more fully below, the Defendants must 

divest two NewPage mills that 

manufacture the relevant products. 

Under the terms of the Hold Separate 

Stipulation and Order, the Defendants 

will take certain steps to ensure that the 

assets being divested will be operated as 

a competitively independent, 

economically viable, and ongoing 

business concern, that will remain 

independent and uninfluenced by the 

consummation of the acquisition, and 

that competition is maintained during 

the pendency of the ordered divestiture. 

The United States and the Defendants 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment would 

terminate this action, except that the 

Court would retain jurisdiction to 

construe, modify, or enforce the 

provisions of the proposed Final 

Judgment and to punish violations 

thereof. 

II. DESCRIPTION OF THE EVENTS 

GIVING RISE TO THE ALLEGED 

VIOLATION 

A. The Defendants and the Proposed 

Transaction 

On January 3, 2014, Verso agreed to 

acquire NewPage for approximately $1.4 

billion. In North America, Verso and 

NewPage are two of the largest 

producers of coated paper. Verso and 

NewPage produce a range of coated 

papers, including coated publication 

papers and label paper. 

Verso, a corporation headquartered in 

Memphis, Tennessee, owns and 

operates two mills, both of which are 

located in North America.1 The mills 

collectively produce a range of coated 

freesheet web paper, coated 

groundwood paper, and label paper that 

is sold to customers throughout North 

America. In 2013, Verso had 

approximately $1.4 billion in sales. 

NewPage, a corporation 

headquartered in Miamisburg, Ohio, 

owns and operates eight mills, all of 

which are located in North America. 

The mills collectively produce a range 

of coated freesheet web paper, coated 

groundwood paper, and label paper sold 

to customers throughout North America. 

Its annual sales for 2013 were 

approximately $3.1 billion. 

B. The Competitive Effects of the 

Proposed Acquisition 

1. The Relevant Product Markets are 

Coated Freesheet Web Paper, Coated 

Groundwood Paper, and Label Paper. 

The Complaint alleges three types of 

coated paper are relevant product 

markets within the meaning of Section 

7 of the Clayton Act: coated freesheet 

web paper, coated groundwood paper, 

and label paper. Coated freesheet paper 

and coated groundwood paper are both 

used for publications and are typically 

coated on two sides. Coated freesheet 

paper is made from pulp that has 

impurities removed before being made 

into paper, resulting in bright, highquality paper. Coated freesheet paper is 

typically used for annual reports, 

magazine covers, premium magazines, 

brochures, and direct mail advertising. 

Coated freesheet web paper is 

produced for use in web printing 

applications. Web printers feed paper 

rolls through the printing equipment 

rather than individual sheets of paper, 

as used in sheet-fed printing 

applications. Web printing typically 

involves different equipment and 

different paper than sheet-fed printing. 

In particular, coated freesheet paper for 

use in web printing has lower moisture 

content so that heat applied in the 

printing process does not cause the 

paper to blister. For this reason, coated 

freesheet paper produced for use in 

sheet-fed printers is functionally not a 

substitute for coated freesheet web 

paper. 

For customers who choose coated 

freesheet paper for their printed 

material, web printing is often the more 

cost-effective choice for large print jobs 

than sheet-fed printing, which typically 

is more cost-effective for small print 

jobs. In response to a small but 

significant increase in the price of 

coated freesheet web paper, customers 

who use coated freesheet web paper for 

their print jobs are unlikely to substitute 

to sheet-fed printing or other 

alternatives in sufficient quantity to 

make the price increase unprofitable. As 

such, coated freesheet web paper is a 

relevant product. 

Coated groundwood paper is also a 

relevant product. Coated groundwood 

paper is typically used for the interior 

pages of magazines and catalogues, the 

covers of low-cost magazines, and other 

similar-quality printing applications. In 

response to a small but significant 

increase in the price of coated 

groundwood paper, purchasers are 

unlikely to switch to coated freesheet 

paper in sufficient quantities to make 

the price increase unprofitable because 

coated freesheet paper is typically more 

expensive, heavier, or has other 

characteristics that are undesirable for 

coated groundwood applications. 

Purchasers are also unlikely to switch to 

lower quality paper in sufficient 

quantities to make the price increase 

unprofitable because lower quality 

paper produces a less appealing printed 

page than coated groundwood paper. 

Label paper is a relevant product. 

Label paper is typically made from 

coated freesheet paper. Label paper is 

coated on only one side; the other side 

is treated with an adhesive for 

placement on an object or surface. Label 

paper is principally used for two types 

of applications: cut-and-stack labels 

such as those that appear on canned 

food, and the face paper for pressuresensitive labels such as those that 

appear on wine bottles. Label paper 

purchasers require a consistently highquality label because the label is an 

important aspect of a product’s brand 

recognition and therefore sales success. 

The cost of the label, moreover, is 

typically a small fraction of the cost of 

the product on which the label appears. 

Because high-quality labels are critical 

to a product’s marketplace image and 

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are a small part of the product’s cost, 

label paper purchasers are unlikely to 

substitute from label papers to other 

forms of printed information on 

containers in response to a small but 

significant increase in the price of label 

paper. 

2. The Relevant Geographic Market Is 

No Larger than Customers Located In 

North America. 

For each relevant product, the 

Complaint alleges that the relevant 

geographic market is no larger than 

North America (defined consistent with 

industry terminology as the United 

States and Canada). The market is 

defined around the location of 

customers because suppliers typically 

negotiate prices on a delivered basis 

with individual customers. As a result, 

suppliers charge different prices to 

different customers based on the 

customers’ location. A hypothetical 

monopolist of each of the three relevant 

products sold to customers located in 

North America would likely profit from 

a small but significant price increase. 

Customers located in North America 

would likely not avoid the price 

increase by engaging in arbitrage. 

Arbitrage would entail a customer trying 

to avoid the price increase by 

purchasing products from another 

customer outside the relevant market. 

Arbitrage is unlikely to occur in 

sufficient quantities to make the price 

increase unprofitable because the end 

customer would need to pay significant 

incremental shipping costs that would 

make arbitrage an uneconomical 

strategy. Arbitrage is also unlikely to 

occur because a customer purchasing 

through arbitrage loses valuable services 

that producers often provide, such as 

inventory management, just-in-time 

delivery, warranties, and technical 

support. 

3. The Proposed Acquisition Will 

Likely Result In Anticompetitive Effects. 

The Complaint alleges that the 

proposed acquisition will likely 

substantially lessen competition in all 

three relevant markets. In each market, 

the Complaint alleges that the 

acquisition will likely increase 

concentration substantially and 

eliminate significant head-to-head 

competition, leading to higher prices 

and reduced output. In the coated 

freesheet web and coated groundwood 

markets, the Complaint further alleges 

that the acquisition will likely cause the 

remaining competitors to accommodate 

one another’s price increases and output 

reductions. 

The proposed acquisition is 

presumptively unlawful because it will 

increase concentration significantly in 

the highly concentrated coated freesheet 

web and label paper markets. Market 

concentration is a useful indicator of the 

level of competitive vigor in a market 

and the likely competitive effects of a 

proposed acquisition. The more 

concentrated a market and the more an 

acquisition would increase market 

concentration, the more likely that the 

acquisition would substantially reduce 

competition. Courts typically measure 

concentration in relevant markets using 

the Herfindahl-Hirschman Index (HHI). 

Markets in which the post-acquisition 

HHI is between 1,500 and 2,500 are 

considered to be moderately 

concentrated and markets in which the 

HHI exceeds 2,500 are considered 

highly concentrated. Acquisitions that 

increase the HHI by more than 200 

points and result in a highly 

concentrated market are presumed 

likely to create or enhance market 

power. 

In the markets for coated freesheet 

web paper and label paper, the 

proposed acquisition would 

significantly increase concentration in 

highly concentrated markets. In the 

coated freesheet web market, NewPage 

had a 30% market share and Verso had 

a 20% market share at the end of 2013. 

The post-acquisition HHI would 

increase by approximately 1,200 to 

approximately 3,500. In the label paper 

market, NewPage had a 60% market 

share and Verso had a 10% market share 

at the end of 2013. The HHI would 

increase by approximately 1,500, and 

the post-acquisition HHI would be 

approximately 5,300. In the coated 

groundwood market, NewPage and 

Verso each had a 20% market share at 

the end of 2013. The proposed 

acquisition would increase 

concentration by approximately 800 and 

result in a moderately concentrated 

market, with a post-acquisition HHI of 

approximately 2,200. 

Demand for coated publication papers 

has declined over the last several years, 

and this decline is projected to continue 

for the foreseeable future. Continued 

declines in demand will likely cause 

inefficient competitors to exit the 

markets while only cost-effective 

competitors will survive. In the coated 

freesheet web market, the Defendants 

are two of three firms with cost-effective 

mills. In the coated groundwood and 

label markets, the Defendants are two of 

a small number of firms with costeffective mills. 

Products within each of the relevant 

product markets are differentiated. 

Customers have varying preferences for 

product quality, appearance, and 

performance. Verso, NewPage, and other 

producers design products and 

marketing strategies to cater to these 

varying preferences. For many 

customers of the relevant products, 

Verso and NewPage competed head-tohead for business and represented the 

two best alternatives. For these 

customers, the acquisition would reduce 

competition because they would lose 

one of their two best options and a less 

desirable option would become the 

customer’s best alternative. The 

proposed acquisition eliminates this 

head-to-head competition. 

In addition, the coated freesheet web 

and coated groundwood markets are 

conducive to accommodating conduct 

by competitors because a small number 

of producers dominate the industry, and 

producers regularly obtain information 

from customers about their options and 

competitors’ prices and product 

availability. Remaining competitors 

would likely find it more profitable to 

follow price increases rather than lower 

prices and risk a competitive response 

from other firms. 

4. Supply Responses and Creditable, 

Procompetitive Efficiencies Would Not 

Likely Prevent Anticompetitive Effects. 

The Complaint alleges that supply 

responses from new competitors or 

expansion by existing competitors are 

unlikely to be timely or sufficient in 

scope to prevent the reduction in 

competition likely to result from the 

proposed acquisition. Entry or 

expansion into each of the relevant 

markets is costly and time-consuming. 

A competitive entrant would need a 

cost-effective mill. Building such a mill 

would cost billions of dollars, take two 

or more years to build, and require 

extensive environmental permits to 

construct. New competitors also would 

need to secure major customers, which 

often involves lengthy and expensive 

qualification processes. 

Non-North American producers are 

unlikely to increase imports into North 

America to prevent the likely 

anticompetitive effects. Overseas 

producers tend to focus on markets that 

are closer to them where they can earn 

higher margins, rather than selling in 

the more distant North American 

markets where they pay higher shipping 

costs. In addition, customers require 

timely delivery, as coated paper is an 

essential input into their final products. 

Procuring coated paper from overseas 

adds significant lead time, increases the 

risk of delivery delays, and makes more 

difficult quick correction of quality 

problems. Also, fluctuations in foreign 

exchange rates pose a challenge to 

overseas producers competitively 

selling to customers in North America 

because they add substantial risk to 

long-term relationships. 

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Finally, the Complaint alleges that 

Defendants cannot demonstrate 

cognizable, merger-specific efficiencies 

that Verso would pass through to 

consumers in the form of lower prices, 

higher quality, or better service to 

counteract the likely anticompetitive 

effects. 

III. EXPLANATION OF THE 

PROPOSED FINAL JUDGMENT 

The divestiture requirement of the 

proposed Final Judgment will eliminate 

the anticompetitive effects of the 

acquisition in the North American 

market for coated publication papers 

and label paper by establishing a new, 

independent, and economically-viable 

competitor. The proposed Final 

Judgment requires the Defendants, 

within ten (10) days after the Court 

enters the Hold Separate Stipulation 

and Order in this matter to divest, as a 

viable ongoing business, NewPage’s 

Rumford, Maine, and Biron, Wisconsin, 

mills, and all associated mill assets (the 

‘‘Divestiture Mills’’). The Divestiture 

Mills must be divested in such a way as 

to satisfy the United States in its sole 

discretion that the operations can and 

will be operated by the purchaser as a 

viable, ongoing business that can 

compete effectively in the coated 

freesheet web, coated groundwood, and 

label paper markets. The Defendants 

must take all reasonable steps necessary 

to accomplish the divestiture quickly 

and shall cooperate with prospective 

purchasers. 

The Defendants must sell the 

Divestiture Mills to Catalyst Paper 

Corporation (‘‘Catalyst’’). Catalyst is a 

forest-products company headquartered 

in British Columbia, Canada. Catalyst 

operates three paper mills, all located in 

British Columbia. Catalyst makes a 

variety of paper grades across its mill 

system. At its Port Alberni mill, Catalyst 

produces coated groundwood paper and 

small quantities of coated freesheet web 

paper. Catalyst does not produce label 

paper. If, for some reason, Defendants 

are unable to complete the sale to 

Catalyst, they must sell the Divestiture 

Mills to an alternative purchaser who 

must be approved by the United States. 

The proposed Final Judgment 

provides that the United States may 

appoint a Monitoring Trustee with the 

power and authority to investigate and 

report on the Defendants’ compliance 

with the terms of the Final Judgment 

and the Hold Separate Stipulation and 

Order. The Monitoring Trustee would 

not have any responsibility or obligation 

for the operation of the Defendants’ 

businesses. The Monitoring Trustee 

would serve at the Defendants’ expense, 

on such terms and conditions as the 

United States approves, and the 

Defendants would be required to assist 

the trustee in fulfilling its obligations. 

The Monitoring Trustee would serve for 

two years. The United States may, in its 

sole discretion, extend the Monitoring 

Trustee’s term for an additional year. 

The Monitoring Trustee would file 

monthly reports for the first year and 

annual reports for each year thereafter, 

or more frequently as needed. 

In the event that Defendants do not 

accomplish the divestiture within the 

periods prescribed in the proposed 

Final Judgment, the Final Judgment 

provides that the Court will appoint a 

trustee selected by the United States to 

effect the divestiture. If a trustee is 

appointed, the proposed Final Judgment 

provides that the Defendants will pay 

all costs and expenses of the trustee. 

The trustee’s commission would be 

structured so as to provide an incentive 

for the trustee based on the price 

obtained and the speed with which the 

divestiture is accomplished. After his or 

her appointment becomes effective, the 

trustee would file monthly reports with 

the Court and the United States setting 

forth his or her efforts to accomplish the 

divestiture. At the end of six (6) months, 

if the divestiture has not been 

accomplished, the trustee and the 

United States would make 

recommendations to the Court, which 

shall enter such orders as appropriate, 

in order to carry out the purpose of the 

trust, including extending the trust or 

the term of the trustee’s appointment. 

The divestiture provisions of the 

proposed Final Judgment preserve the 

competition that would be lost if the 

proposed acquisition occurred without 

the divestiture. The divestiture will 

largely maintain the existing structure of 

the relevant markets. The mills to be 

divested produced approximately 

940,000 tons of coated publication 

papers, label paper, and other papers, 

which is approximately the same 

amount of production as Verso currently 

operates. In addition, the divestiture 

will provide the purchaser of the 

divested assets with a market presence 

comparable to Verso’s current market 

presence in the relevant markets. The 

purchaser will also obtain production 

assets that have a track record of 

competitively producing a range of 

coated publication papers and label 

paper. 

The proposed Final Judgment 

provides that the purchaser of the Biron 

mill will have the option to procure 

softwood kraft pulp from Verso’s 

Wisconsin Rapids mill through a pulp 

supply contract. Price will be set using 

a methodology consistent with the 

methodology that Defendants 

historically have used in setting transfer 

prices for bleached softwood kraft pulp 

provided to the Biron mill, with 

appropriate overhead costs removed. 

The Biron mill has a semi-integrated 

pulp supply. The mill produces its own 

mechanical pulp and receives softwood 

kraft pulp from NewPage’s Wisconsin 

Rapids mill, which is approximately 

four miles away, through a pipeline and 

by truck. The supply contract under the 

proposed Final Judgment will enable 

the Biron mill to sell coated 

groundwood products at competitive 

prices. 

The proposed Final Judgment also 

provides that the purchaser of the Biron 

mill will have the option to procure 

waste and wastewater disposal services 

from Verso. Price will be set using a 

methodology consistent with the 

methodology that Defendants 

historically have used in setting transfer 

prices for waste and wastewater 

disposal services provided to the Biron 

mill, with appropriate overhead costs 

removed. The Biron mill currently 

shares waste and wastewater disposal 

service with other mills owned by 

NewPage. The waste and wastewater 

services contract under the proposed 

Final Judgment will enable the Biron 

mill to sell coated groundwood products 

at competitive prices. 

IV. REMEDIES AVAILABLE TO 

POTENTIAL PRIVATE LITIGANTS 

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 will neither 

impair nor assist 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 sixty (60) days preceding the 

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2The 2004 amendments substituted ‘‘shall’’ for 

‘‘may’’ in directing relevant factors for courts to 

consider and amended the list of factors to focus on 

competitive considerations and to address 

potentially ambiguous judgment terms. Compare 15 

U.S.C. § 16(e) (2004), with 15 U.S.C. 16(e)(1) (2006); 

see also SBC Commc’ns, 489 F. Supp. 2d at 11 

(concluding that the 2004 amendments ‘‘effected 

minimal changes’’ to Tunney Act review). 

3Cf. BNS, 858 F.2d at 464 (holding that the 

court’s ‘‘ultimate authority under the [APPA] is 

limited to approving or disapproving the consent 

decree’’); United States v. Gillette Co., 406 F. Supp. 

713, 716 (D. Mass. 1975) (noting that, in this way, 

the court is constrained to ‘‘look at the overall 

picture not hypercritically, nor with a microscope, 

but with an artist’s reducing glass’’). See generally 

Microsoft, 56 F.3d at 1461 (discussing whether ‘‘the 

remedies [obtained in the decree are] so 

inconsonant with the allegations charged as to fall 

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

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 sixty (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 United States 

Department of Justice, which remains 

free to withdraw its consent to the 

proposed Final Judgment at any time 

prior to the Court’s entry of judgment. 

The comments and the response of the 

United States will be filed with the 

Court. In addition, comments will be 

posted on the U.S. Department of 

Justice, Antitrust Division’s internet 

Web site and, under certain 

circumstances, published in the Federal 

Register. 

Written comments should be 

submitted to: Peter J. Mucchetti, Chief, 

Litigation I Section, Antitrust Division, 

United States Department of Justice, 450 

5th Street NW., Suite 4100, Washington, 

DC 20530. 

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 

The United States considered, as an 

alternative to the proposed Final 

Judgment, a full trial on the merits 

against Defendants. The United States 

could have continued the litigation and 

sought preliminary and permanent 

injunctions against Verso’s acquisition 

of NewPage. The United States is 

satisfied, however, that the divestiture 

of assets described in the proposed 

Final Judgment will preserve 

competition for the provision of coated 

freesheet web paper, coated 

groundwood paper, and label paper in 

the relevant market identified by the 

United States. Thus, the proposed Final 

Judgment would achieve 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 of the Complaint. 

VII. STANDARD OF REVIEW UNDER 

THE APPA FOR THE PROPOSED 

FINAL JUDGMENT 

The Clayton Act, as amended by the 

APPA, requires that proposed consent 

judgments in antitrust cases brought by 

the United States be subject to a sixtyday 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).2 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); see generally United 

States v. SBC Commc’ns, Inc., 489 F. 

Supp. 2d 1 (D.D.C. 2007) (assessing 

public interest standard under the 

Tunney Act); United States v. U.S. 

Airways Group, Inc., No. 13-cv-1236 

(CKK), 2014-1Trade Cas. (CCH) ¶ 78, 

748, 2014 U.S. Dist. LEXIS 57801, at *7 

(D.D.C. Apr. 25, 2014) (noting the court 

has broad discretion of the adequacy of 

the relief at issue); United States v. 

InBev N.V./S.A., No. 08–1965 (JR), 

2009–2 Trade Cas. (CCH) ¶ 76,736, 2009 

U.S. Dist. LEXIS 84787, at *3, (D.D.C. 

Aug. 11, 2009) (noting that the court’s 

review of a consent 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 United States 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 set forth in the 

government’s complaint, whether the 

decree is sufficiently clear, whether 

enforcement mechanisms are sufficient, 

and whether the decree may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

decree, a court may not ‘‘engage in an 

unrestricted evaluation of what relief 

would best serve the public.’’ United 

States v. BNS, Inc., 858 F.2d 456, 462 

(9th Cir. 1988) (quoting United States v. 

Bechtel Corp., 648 F.2d 660, 666 (9th 

Cir. 1981)); see also Microsoft, 56 F.3d 

at 1460–62; United States v. Alcoa, Inc., 

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

InBev, 2009 U.S. Dist. LEXIS 84787, at 

*3. Courts have held that: 

[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. The 

court’s role in protecting the public 

interest is one of insuring that the 

government has not breached its duty to 

the public in consenting to the decree. 

The court is required to determine not 

whether a particular decree is the one 

that will best serve society, but whether 

the settlement is ‘‘within the reaches of 

the public interest.’’ More elaborate 

requirements might undermine the 

effectiveness of antitrust enforcement by 

consent decree. 

Bechtel, 648 F.2d at 666 (emphasis 

added) (citations omitted).3 In 

determining whether a proposed 

settlement is in the public interest, a 

district court ‘‘must accord deference to 

the government’s predictions about the 

efficacy of its remedies, and may not 

require that the remedies perfectly 

match the alleged violations.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 17; see 

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4See United States v. Enova Corp., 107 F. Supp. 

2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney 

Act expressly allows the court to make its public 

interest determination on the basis of the 

competitive impact statement and response to 

comments alone’’); United States v. Mid-Am. 

Dairymen, Inc., No. 73–CV–681–W–1, 1977–1 Trade 

Cas. (CCH) ¶ 61,508, at 71,980, *22 (W.D. Mo. 1977) 

(‘‘Absent a showing of corrupt failure of the 

government to discharge its duty, the Court, in 

making its public interest finding, should . . . 

carefully consider the explanations of the 

government in the competitive impact statement 

and its responses to comments in order to 

determine whether those explanations are 

reasonable under the circumstances.’’); S. Rep. No. 

93–298, at 6 (1973) (‘‘Where the public interest can 

be meaningfully evaluated simply on the basis of 

briefs and oral arguments, that is the approach that 

should be utilized.’’). 

also U.S. Airways, 2014 U.S. Dist. LEXIS 

57801, at *16 (noting that a court should 

not reject the proposed remedies 

because it believes others are 

preferable); Microsoft, 56 F.3d at 1461 

(noting the need for courts to be 

‘‘deferential to the government’s 

predictions as to the effect of the 

proposed remedies’’); United States v. 

Archer-Daniels-Midland Co., 272 F. 

Supp. 2d 1, 6 (D.D.C. 2003) (noting that 

the court should grant due respect to the 

United States’ prediction as to the effect 

of proposed remedies, its perception of 

the market structure, and its views of 

the nature of the case). 

Courts have greater flexibility in 

approving proposed consent decrees 

than in crafting their own decrees 

following a finding of liability in a 

litigated matter. ‘‘[A] proposed decree 

must be approved even if it falls short 

of the remedy the court would impose 

on its own, as long as it falls within the 

range of acceptability or is ‘within the 

reaches of public interest.’ ’’ United 

States v. Am. Tel. & Tel. Co., 552 F. 

Supp. 131, 151 (D.D.C. 1982) (citations 

omitted) (quoting United States v. 

Gillette Co., 406 F. Supp. 713, 716 (D. 

Mass. 1975)), aff’d sub nom. Maryland 

v. United States, 460 U.S. 1001 (1983); 

see also U.S. Airways, 2014 U.S. Dist. 

LEXIS 57801, at *8 (noting that room 

must be made for the government to 

grant concessions in the negotiation 

process for settlements (citing Microsoft, 

56 F.3d at 1461)); United States v. Alcan 

Aluminum Ltd., 605 F. Supp. 619, 622 

(W.D. Ky. 1985) (approving the consent 

decree even though the court would 

have imposed a greater remedy). To 

meet this standard, the United States 

‘‘need only provide a factual basis for 

concluding that the settlements are 

reasonably adequate remedies for the 

alleged harms.’’ SBC Commc’ns, 489 F. 

Supp. 2d at 17. 

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, 

2014 U.S. Dist. LEXIS 57801, at *9 

(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 (‘‘the ‘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 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. As this 

Court confirmed in SBC 

Communications, courts ‘‘cannot look 

beyond the complaint in making the 

public interest determination unless the 

complaint is drafted so narrowly as to 

make a mockery of judicial power.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 15. In its 2004 amendments, Congress 

made clear its intent to preserve the 

practical benefits of utilizing consent 

decrees in antitrust enforcement, adding 

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, 2014 U.S. Dist. LEXIS 

57801, at *9 (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). 

The language wrote into the statute 

what Congress intended when it 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). Rather, the 

procedure for the public interest 

determination is left to the discretion of 

the court, with the recognition that the 

court’s ‘‘scope of review remains 

sharply proscribed by precedent and the 

nature of Tunney Act proceedings.’’ 

SBC Commc’ns, 489 F. Supp. 2d at 11.4

A court can make its public interest 

determination based on the competitive 

impact statement and response to public 

comments alone. U.S. Airways, 2014 

U.S. Dist. LEXIS 57801, at *9. 

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: December 31, 2014. 

Respectfully submitted, 

/s/Karl Knutsen 

Karl D. Knutsen 

U.S. Department of Justice, Antitrust 

Division, Litigation I Section, 450 Fifth Street 

NW., Suite 4100, Washington, DC 20530, 

Phone: (202) 514–0976, Facsimile: (202) 305– 

1190, Karl.Knutsen@usdoj.gov. 

IN THE UNITED STATES DISTRICT 

COURT 

FOR THE DISTRICT OF COLUMBIA 

UNITED STATES OF AMERICA, Plaintiff, v. 

VERSO PAPER CORP., and 

NEWPAGE HOLDINGS INC., Defendants. 

CASE NO. 1:14–cv–2216 

JUDGE: Tanya S. Chutkan 

FILED: 12/31/14 

PROPOSED FINAL JUDGMENT 

WHEREAS, Plaintiff, United States of 

America, filed its Complaint on 

December 31, 2014, the United States 

and defendants, Verso Paper Corp. and 

NewPage Holdings Inc., by their 

respective attorneys, have consented to 

the entry of this Final Judgment 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 regarding any 

issue of fact or law; 

AND WHEREAS, Defendants agree to 

be bound by the provisions of this Final 

Judgment pending its approval by the 

Court; 

AND WHEREAS, the essence of this 

Final Judgment is the prompt and 

certain divestiture of certain rights or 

assets by the Defendants to assure that 

competition is not substantially 

lessened; 

AND WHEREAS, the United States 

requires Defendants to make certain 

divestitures for the purpose of 

remedying the loss of competition 

alleged in the Complaint; 

AND WHEREAS, Defendants have 

represented to the United States that the 

divestitures required below can and will 

be made and that Defendants will later 

raise no claim of hardship or difficulty 

as grounds for asking the Court to 

modify any of the divestiture provisions 

contained below; 

NOW THEREFORE, before any 

testimony is taken, without trial or 

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adjudication of any issue of fact or law, 

and upon consent of the parties, it is 

ORDERED, ADJUDGED AND DECREED: 

I. Jurisdiction 

This 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, as amended (15 U.S.C. 

§ 18). 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Acquirer(s)’’ means Catalyst or 

another entity or entities to whom 

Defendants divest the Divestiture Mills. 

B. ‘‘Catalyst’’ means Catalyst Paper 

Corporation, a Canadian corporation 

with its headquarters in Richmond, 

British Columbia, Canada, its successors 

and assigns, and its subsidiaries, 

divisions, groups, affiliates, 

partnerships and joint ventures, and 

their directors, officers, managers, 

agents, and employees. 

C. ‘‘Defendants’’ means NewPage and 

Verso. 

D. ‘‘Divestiture Mills’’ means 

NewPage’s pulp and paper mill located 

at 35 Hartford Street, Rumford, Maine 

04276 (the ‘‘Rumford Mill’’); and 

NewPage’s pulp and paper mill located 

at 621 North Biron Drive, Wisconsin 

Rapids, Wisconsin 54495 (the ‘‘Biron 

Mill’’) (subject to the exclusions in 

Section II(D)(3) below), including: 

1. All tangible assets necessary to 

operate, used in or for, or devoted to the 

Divestiture Mills including, but not 

limited to, all manufacturing 

equipment, tooling and fixed assets, real 

property (leased or owned), personal 

property, inventory, reserves, office 

furniture, information technology 

systems, materials, supplies, and other 

tangible property and all assets used 

exclusively in connection with the 

Divestiture Mills; all licenses, permits 

and authorizations issued by any 

governmental organization relating to 

the Divestiture Mills; all contracts, 

teaming arrangements, agreements, 

leases (including renewal rights), 

commitments, certifications, and 

understandings relating to the 

Divestiture Mills, including supply 

agreements; all customer lists, contracts, 

accounts, and credit records; all repair 

and performance records and all other 

records relating to the Divestiture Mills. 

2. All intangible assets necessary to 

operate, used in or for, or devoted to the 

Divestiture Mills, including, but not 

limited to, all patents, licenses and 

sublicenses, intellectual property, 

copyrights, trademarks, trade names, 

service marks, service names, technical 

information, computer software and 

related documentation, know-how, 

trade secrets, drawings, blueprints, 

designs, design protocols, specifications 

for materials, specifications for parts 

and devices, safety procedures for the 

handling of materials and substances, 

quality assurance and control 

procedures, environmental studies and 

assessments, design tools and 

simulation capability, all manuals and 

technical information Defendants 

provide to their own employees, 

customers, suppliers, agents or 

licensees, and all research data 

concerning historic and current research 

and development efforts relating to the 

Divestiture Mills, including, but not 

limited to, designs of experiments, and 

the results of successful and 

unsuccessful designs and experiments. 

3. ‘‘Divestiture Mills’’ does not 

include the Wisconsin Rapids pulp mill, 

the Consolidated Water Power 

Company, the Sterling trade name and 

trademark, and the NewPage Research 

and Development facility at 300 N. 

Biron Drive, Wisconsin Rapids, 

Wisconsin, 54494. 

E. ‘‘NewPage’’ means Defendant 

NewPage Holdings Inc., a Delaware 

corporation with its headquarters in 

Miamisburg, Ohio, its successors and 

assigns, and its subsidiaries, divisions, 

groups, affiliates, partnerships and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

F. ‘‘Verso’’ means Defendant Verso 

Paper Corp., a Delaware corporation 

with its headquarters in Memphis, 

Tennessee, its successors and assigns, 

and its subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

III. Applicability 

A. This Final Judgment applies to 

Verso and NewPage, as defined above, 

and all other persons in active concert 

or participation with any of them who 

receive actual notice of this Final 

Judgment by personal service or 

otherwise. 

B. If, prior to complying with Section 

IV and V of this Final Judgment, 

Defendants sell or otherwise dispose of 

all or substantially all of their assets or 

of lesser business units that include the 

Divestiture Mills, they shall require the 

Acquirer(s) to be bound by the 

provisions of this Final Judgment. 

Defendants need not obtain such an 

agreement from the Acquirer(s) of the 

assets divested pursuant to this Final 

Judgment. 

IV. Divestitures 

A. Defendants are ordered and 

directed, within ten (10) calendar days 

after the signing of the Hold Separate 

Stipulation and Order in this matter, to 

divest the Divestiture Mills in a manner 

consistent with this Final Judgment to 

an Acquirer(s) 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 shall notify the Court 

in such circumstances. Defendants agree 

to use their best efforts to divest the 

Divestiture Mills as expeditiously as 

possible. 

B. Defendants must first attempt to 

sell the Divestiture Mills to Catalyst. In 

the event that the sale to Catalyst fails, 

and Defendants attempt to sell the 

Divestiture Mills to an Acquirer(s) other 

than Catalyst, Defendants promptly 

shall make known, by usual and 

customary means, the availability of the 

Divestiture Mills for sale. Defendants 

shall inform any person making inquiry 

regarding a possible purchase of the 

Divestiture Mills that they are being 

divested pursuant to this Final 

Judgment and provide that person with 

a copy of this Final Judgment. 

C. In accomplishing the divestiture 

ordered by this Final Judgment, 

Defendants shall offer to furnish to all 

prospective Acquirers, subject to 

customary confidentiality assurances, 

all information and documents relating 

to the Divestiture Mills customarily 

provided in a due diligence process, 

except such information or documents 

subject to the attorney-client privilege or 

work-product doctrines. Defendants 

shall make available such information to 

the United States at the same time that 

such information is made available to 

any other person. 

D. Defendants shall permit all 

prospective Acquirers to have 

reasonable access to personnel and to 

make inspections of the physical 

facilities of the Divestiture Mills; access 

to any and all environmental, zoning, 

and other permit documents and 

information; and access to any and all 

financial, operational, or other 

documents and information customarily 

provided as part of a due diligence 

process, except such information or 

documents subject to the attorney-client 

privilege or work-product doctrines. 

E. Defendants shall provide the 

Acquirer(s) of the Divestiture Mills and 

the United States information relating to 

the personnel involved in the 

management, production or sales 

activities of the Divestiture Mills to 

enable the Acquirer(s) to make offers of 

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employment. Defendants will not 

interfere with any negotiations by the 

Acquirer(s) to employ any Defendant 

employee whose primary responsibility 

is the management, production, 

distribution or sales activities of the 

Divestiture Mills. Defendants shall 

waive all non-compete agreements for 

any current or former employee whom 

the Acquirer(s) employs with relation to 

the Divestiture Mills. 

F. Defendants shall warrant to the 

Acquirer(s) that each of the Divestiture 

Mills will be operational on the date of 

sale. 

G. Defendants shall not take any 

action that will impede in any way the 

permitting, operation, or divestiture of 

the Divestiture Mills. 

H. At the option of the Acquirer and 

on terms and conditions acceptable to 

the United States in its sole discretion, 

Defendants shall enter into a Supply 

Agreement for the sale of bleached 

softwood kraft pulp and a Service 

Agreement for the provision of waste 

and wastewater disposal services to the 

acquirer of the Biron Mill sufficient to 

meet all or part of the Acquirer’s needs. 

Price under the Supply Agreement shall 

be set using a methodology consistent 

with the methodology that Defendants 

historically have used in setting transfer 

prices for bleached softwood kraft pulp 

and waste and wastewater disposal 

services provided to the Biron Mill (in 

each case, with appropriate overhead 

costs removed). Defendants shall 

designate employees, other than 

Defendants’ senior managers or 

employees engaged in sales and 

marketing, to implement any such 

Supply Agreement and shall prevent 

disclosure of any confidential, 

proprietary, or business-sensitive 

information of the Acquirer(s) to any 

other employees of Defendants except as 

necessary to implement the Supply 

Agreement. 

I. At the option of the Acquirer(s) and 

on terms and conditions acceptable to 

the United States in its sole discretion, 

Defendants shall enter into a Transition 

Services Agreement based upon 

commercially reasonable terms and 

conditions. Such an agreement may not 

exceed twelve (12) months from the date 

of divestiture except as approved by the 

United States in its sole discretion. 

Transition services may include 

information technology support, 

information technology licensing, 

computer operations, data processing, 

logistics support, wood purchasing, and 

such other services as reasonably 

necessary to operate the Divestiture 

Mills. Any amendments to or 

modifications of the Transition Services 

Agreement may only be entered into 

with the approval of the United States 

in its sole discretion. 

J. Defendants shall warrant to the 

Acquirer(s) that there are no material 

defects in the environmental, zoning or 

other permits pertaining to the 

operation of each asset, and that 

following the sale of the Divestiture 

Mills, Defendants will not undertake, 

directly or indirectly, any challenges to 

the environmental, zoning, or other 

permits relating to the operation of the 

Divestiture Mills. 

K. Unless the United States otherwise 

consents in writing, the divestiture 

pursuant to Section IV, or by Divestiture 

Trustee appointed pursuant to Section 

V, of this Final Judgment, shall include 

the entirety of the Divestiture Mills, and 

shall be accomplished in such a way as 

to satisfy the United States, in its sole 

discretion, that the Divestiture Mills can 

and will be used by the Acquirer(s) as 

part of a viable, ongoing business of the 

production, distribution and sale of 

coated freesheet web paper, coated 

groundwood paper, and cut-and-stack 

label paper and face sheet for pressure 

sensitive labels in North America. 

Divestiture of the Divestiture Mills may 

be made to one or more Acquirers, 

provided that in each instance it is 

demonstrated to the sole satisfaction of 

the United States that the Divestiture 

Mills will remain viable and the 

divestiture of such assets will remedy 

the competitive harm alleged in the 

Complaint. The divestitures, whether 

pursuant to Section IV or Section V of 

this Final Judgment, 

(1) shall be made to an Acquirer(s) 

that, in the United States’ sole 

judgment, has the intent and capability 

(including the necessary managerial, 

operational, technical and financial 

capability) of competing effectively in 

the business of the production, 

distribution and sale of coated freesheet 

web paper, coated groundwood paper, 

and cut-and-stack label paper and face 

sheet for pressure sensitive labels; and 

(2) shall be accomplished so as to 

satisfy the United States, in its sole 

discretion, that none of the terms of any 

agreement between an Acquirer and 

Defendants gives Defendants the ability 

unreasonably to raise the costs of the 

Acquirer(s), to lower the efficiency of 

the Acquirer(s) or otherwise to interfere 

in the ability of the Acquirer(s) to 

compete effectively. 

V. Appointment of Divestiture Trustee 

A. If Defendants have not divested the 

Divestiture Mills within the time period 

specified in Section IV(A) of this Final 

Judgment, Defendants shall notify the 

United States of that fact in writing. 

Upon application of the United States, 

the Court shall appoint a Divestiture 

Trustee selected by the United States 

and approved by the Court to effect the 

divestiture of the Divestiture Mills. 

B. After the appointment of a 

Divestiture Trustee becomes effective, 

only the Divestiture Trustee shall have 

the right to sell the Divestiture Mills. 

The Divestiture Trustee shall have the 

power and authority to accomplish the 

divestiture to an Acquirer(s) acceptable 

to the United States at such price and 

on such terms as are then obtainable 

upon reasonable effort by the 

Divestiture Trustee, subject to the 

provisions of Sections IV, V, and VI of 

this Final Judgment, and shall have 

such other powers as this Court deems 

appropriate. Subject to Section V(D), the 

Divestiture Trustee may hire, at the 

expense of Defendants, any investment 

bankers, attorneys, or other agents, who 

shall be solely accountable to the 

Divestiture Trustee, reasonably 

necessary in the Divestiture Trustee’s 

judgment to assist in the divestiture. 

Any such investment bankers, attorneys, 

or other agents shall serve on such terms 

and conditions as the United States 

approves including confidentiality 

requirements and conflict of interest 

certifications. 

C. Defendants shall not object to a sale 

by the Divestiture Trustee on any 

ground other than the Divestiture 

Trustee’s malfeasance. Any such 

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 

required under Section VI of this Final 

Judgment. 

D. The Divestiture Trustee shall serve 

at the expense of Defendants pursuant 

to a written agreement, on such terms 

and conditions as the United States 

approves, including confidentiality 

requirements and conflict of interest 

certifications. The Divestiture Trustee 

shall account for all monies derived 

from the sale of the assets sold by the 

Divestiture Trustee and all costs and 

expenses so incurred. After approval by 

the Court of the Divestiture Trustee’s 

accounting, including fees for its 

services yet unpaid and those of any 

professionals and agents retained by the 

Divestiture Trustee, all remaining 

money shall be paid to Defendants and 

the trust shall then be terminated. The 

compensation of the Divestiture Trustee 

and any professionals and agents 

retained by the Divestiture Trustee shall 

be reasonable in light of the value of the 

Divestiture Mills and based on a fee 

arrangement providing the Divestiture 

Trustee with an incentive based on the 

price and terms of the divestiture and 

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the speed with which it is 

accomplished, but timeliness is 

paramount. If the Divestiture Trustee 

and Defendants are unable to reach 

agreement on the Divestiture Trustee’s 

or any agents’ or consultants’ 

compensation or other terms and 

conditions of engagement within 

fourteen (14) calendar days of 

appointment of the Divestiture Trustee, 

the United States may, in its sole 

discretion, take appropriate action, 

including making a recommendation to 

the Court. The Divestiture Trustee shall, 

within three (3) business days of hiring 

any other professionals or agents, 

provide written notice of such hiring 

and the rate of compensation to 

Defendants and the United States. 

E. Defendants shall use their best 

efforts to assist the Divestiture Trustee 

in accomplishing the required 

divestiture. The Divestiture Trustee and 

any consultants, accountants, attorneys, 

and other agents retained by the 

Divestiture Trustee shall have full and 

complete access to the personnel, books, 

records, and facilities of the business to 

be divested, and Defendants shall 

develop financial and other information 

relevant to such business as the 

Divestiture Trustee may reasonably 

request, subject to reasonable protection 

for trade secret or other confidential 

research, development, or commercial 

information or any applicable 

privileges. Defendants shall take no 

action to interfere with or to impede the 

Divestiture Trustee’s accomplishment of 

the divestiture. 

F. After its appointment, the 

Divestiture Trustee shall file monthly 

reports with the United States and, as 

appropriate, the Court, setting forth the 

Divestiture Trustee’s efforts to 

accomplish the divestiture ordered 

under this Final Judgment. To the extent 

such reports contain information that 

the Divestiture Trustee deems 

confidential, such reports shall not be 

filed in the public docket of the Court. 

Such reports shall 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 

Mills, and shall describe in detail each 

contact with any such person. The 

Divestiture Trustee shall maintain full 

records of all efforts made to divest the 

Divestiture Mills. 

G. If the Divestiture Trustee has not 

accomplished the divestiture ordered 

under this Final Judgment within six (6) 

months after its appointment, the 

Divestiture Trustee shall promptly file 

with the Court 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. 

To the extent such report contains 

information that the Divestiture Trustee 

deems confidential, such report shall 

not be filed in the public docket of the 

Court. The Divestiture Trustee shall at 

the same time furnish such report to the 

United States, which shall have the 

right to make additional 

recommendations consistent with the 

purpose of the trust. The Court 

thereafter shall enter such orders as it 

shall deem appropriate to carry out the 

purpose of the Final Judgment, which 

may, if necessary, include extending the 

trust and the term of the Divestiture 

Trustee’s appointment by a period 

requested by the United States. 

H. If the United States determines that 

the Divestiture Trustee has ceased to act 

or failed to act diligently or in a 

reasonably cost-effective manner, it may 

recommend the Court appoint a 

substitute Divestiture Trustee. 

VI. Notice of Proposed Divestiture 

A. If the divestitures required herein 

are not made to Catalyst under the terms 

of a definitive divestiture agreement 

previously submitted to the United 

States, then within two (2) business 

days following execution of a definitive 

divestiture agreement, Defendants or the 

Divestiture Trustee, whichever is then 

responsible for effecting the divestiture 

required herein, shall notify the United 

States of any proposed divestiture 

required by Section IV or V of this Final 

Judgment. If the Divestiture Trustee is 

responsible, it shall similarly notify 

Defendants. The notice shall 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 Mills, together with full 

details of the same. 

B. Within fifteen (15) calendar days of 

receipt by the United States of such 

notice, the United States may request 

from Defendants, the proposed 

Acquirer(s), any other third party, or the 

Divestiture Trustee, if applicable, 

additional information concerning the 

proposed divestiture, the proposed 

Acquirer(s), and any other potential 

Acquirer(s). Defendants and the 

Divestiture Trustee shall furnish any 

additional information requested, 

except such information or documents 

subject to the attorney-client privilege or 

work-product doctrine, within fifteen 

(15) calendar days of the receipt of the 

request, unless the parties shall 

otherwise agree. 

C. Within thirty (30) calendar days 

after receipt of the notice or within 

twenty (20) calendar days after the 

United States has been provided the 

additional information requested from 

Defendants, the proposed Acquirer(s), 

any third party, and the Divestiture 

Trustee, whichever is later, the United 

States shall provide written notice to 

Defendants and the Divestiture Trustee, 

if there is one, stating whether or not it 

objects to the proposed divestiture. 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 Section V(C) 

of this Final Judgment. Absent written 

notice that the United States does not 

object to the proposed Acquirer(s) or 

upon objection by the United States, a 

divestiture proposed under Section IV 

or Section V of this Final Judgment shall 

not be consummated. Upon objection by 

Defendants under Section V(C), a 

divestiture proposed under Section V 

shall not be consummated unless 

approved by the Court. Notwithstanding 

the foregoing provisions of this Section 

VI, the United States, in its sole 

discretion, may withhold its approval of 

the proposed divestiture of a single 

Divestiture Mill until such time as the 

United States concludes that it can 

approve an Acquirer(s) for both 

Divestiture Mills consistent with the 

terms of the Final Judgment. 

VII. Financing 

Defendants shall not finance all or 

any part of any purchase made pursuant 

to Section IV or V of this Final 

Judgment. 

VIII. Hold Separate 

Until the divestiture required by this 

Final Judgment has been accomplished, 

Defendants shall take all steps necessary 

to comply with the Hold Separate 

Stipulation and Order entered by this 

Court. Defendants shall take no action 

that would jeopardize the divestiture 

ordered by this 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 has 

been completed under Section IV or V 

of this Final Judgment, Defendants shall 

deliver to the United States an affidavit 

as to the fact and manner of its 

compliance with Section IV or V. Each 

such affidavit shall include the name, 

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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, any interest in 

the Divestiture Mills, and shall describe 

in detail each contact with any such 

person during that period. Each such 

affidavit shall also include a description 

of the efforts Defendants have taken to 

solicit buyers for the Divestiture Mills, 

and to provide required information to 

all prospective Acquirers, including the 

limitations, if any, on such information. 

Assuming the information set forth in 

the affidavit is true and complete, any 

objection by the United States to 

information provided by Defendants, 

including limitation on information, 

shall be made within fourteen (14) 

calendar days of receipt of such 

affidavit. 

B. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, Defendants shall deliver to the 

United States an affidavit that describes 

in reasonable detail all actions 

Defendants have taken and all steps 

Defendants have implemented on an 

ongoing basis to comply with Section 

VIII of this Final Judgment. Defendants 

shall deliver to the United States an 

affidavit describing any changes to the 

efforts and actions outlined in 

Defendants’ earlier affidavits filed 

pursuant to this section within fifteen 

(15) calendar days after the change is 

implemented. 

C. Defendants shall keep all records of 

all efforts made to preserve and divest 

the Divestiture Mills until one year after 

such divestiture has been completed. 

X. Appointment of Monitoring Trustee 

A. Upon application of the United 

States, the Court shall appoint a 

Monitoring Trustee selected by the 

United States and approved by the 

Court. 

B. The Monitoring Trustee shall have 

the power and authority to monitor 

Defendants’ compliance with the terms 

of this Final Judgment and the Hold 

Separate Stipulation and Order entered 

by this Court, and shall have such other 

powers as this Court deems appropriate. 

The Monitoring Trustee shall be 

required to investigate and report on the 

Defendants’ compliance with this Final 

Judgment and the Hold Separate 

Stipulation and Order and the 

Defendants’ progress toward 

effectuating the purposes of this Final 

Judgment, including, but not limited to, 

any breach or other problem that arises 

under any Supply Agreement or 

Transition Services Agreement that may 

adversely affect the accomplishment of 

the purposes of this Final Judgment, the 

reasons for such breach or problem, and 

recommended remedies. 

C. Subject to Section X(E) of this Final 

Judgment, the Monitoring Trustee may 

hire at the cost and expense of 

Defendants any consultants, 

accountants, attorneys, or other agents, 

who shall be solely accountable to the 

Monitoring Trustee, reasonably 

necessary in the Monitoring Trustee’s 

judgment. Any such consultants, 

accountants, attorneys, or other agents 

shall serve on such terms and 

conditions as the United States 

approves including confidentiality 

requirements and conflict of interest 

certifications. 

D. Defendants shall not object to 

actions taken by the Monitoring Trustee 

in fulfillment of the Monitoring 

Trustee’s responsibilities under any 

Order of this Court on any ground other 

than the Monitoring Trustee’s 

malfeasance. Any such objections by 

Defendants must be conveyed in writing 

to the United States and the Monitoring 

Trustee within ten (10) calendar days 

after the action taken by the Monitoring 

Trustee giving rise to Defendants’ 

objection. 

E. The Monitoring Trustee shall serve 

at the cost and expense of Defendants 

pursuant to a written agreement with 

Defendants and on such terms and 

conditions as the United States 

approves, including confidentiality 

requirements and conflict of interest 

certifications. The compensation of the 

Monitoring Trustee and any consultants, 

accountants, attorneys, and other agents 

retained by the Monitoring Trustee shall 

be on reasonable and customary terms 

commensurate with the individuals’ 

experience and responsibilities. If the 

Monitoring Trustee and Defendants are 

unable to reach agreement on the 

Monitoring Trustee’s or any agents’ or 

consultants’ compensation or other 

terms and conditions of engagement 

within fourteen (14) calendar days of 

appointment of the Monitoring Trustee, 

the United States may, in its sole 

discretion, take appropriate action, 

including making a recommendation to 

the Court. The Monitoring Trustee shall, 

within three (3) business days of hiring 

any consultants, accountants, attorneys, 

or other agents, provide written notice 

of such hiring and the rate of 

compensation to Defendants and the 

United States. 

F. The Monitoring Trustee shall have 

no responsibility or obligation for the 

operation of Defendants’ businesses. 

G. Defendants shall use their best 

efforts to assist the Monitoring Trustee 

in monitoring Defendants’ compliance 

with their individual obligations under 

this Final Judgment and under the Hold 

Separate Stipulation and Order. The 

Monitoring Trustee and any consultants, 

accountants, attorneys, and other agents 

retained by the Monitoring Trustee shall 

have full and complete access to the 

personnel, books, records, and facilities 

relating to compliance with this Final 

Judgment, subject to reasonable 

protection for trade secret or other 

confidential research, development, or 

commercial information or any 

applicable privileges. Defendants shall 

take no action to interfere with or 

impede the Monitoring Trustee’s 

accomplishment of its responsibilities. 

H. After its appointment, the 

Monitoring Trustee shall file reports 

monthly for the first year and at the end 

of each year thereafter, or more 

frequently as needed, with the United 

States, and, as appropriate, the Court, 

setting forth Defendants’ efforts to 

comply with their obligations under this 

Final Judgment and under the Hold 

Separate Stipulation and Order. To the 

extent such reports contain information 

that the Monitoring Trustee deems 

confidential, such reports shall not be 

filed in the public docket of the Court. 

I. The Monitoring Trustee shall serve 

for two years. The Monitoring Trustee’s 

term may be extended for one (1) 

additional year, in the sole discretion of 

the United States. 

J. If the United States determines that 

the Monitoring Trustee has ceased to act 

or failed to act diligently or in a 

reasonably cost-effective manner, it may 

recommend that the Court appoint a 

substitute Monitoring Trustee. 

XI. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment, or of any related orders such 

as the Hold Separate Stipulation and 

Order, or of determining whether the 

Final Judgment should be modified or 

vacated, and subject to any legally 

recognized privilege, from time to time 

authorized representatives of the United 

States Department of Justice, including 

consultants and other persons retained 

by the United States, shall, upon written 

request of an authorized representative 

of the Assistant Attorney General in 

charge of the Antitrust Division, and on 

reasonable notice to Defendants, be 

permitted: 

(1) access during Defendants’ office 

hours to inspect and copy, or at the 

option of the United States, to require 

Defendants to provide hard copies or 

electronic copies of all books, ledgers, 

accounts, records, data, and documents 

in the possession, custody, or control of 

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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, 

regarding such matters. The interviews 

shall 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 in charge of 

the Antitrust Division, Defendants shall 

submit written reports or response to 

written interrogatories, under oath if 

requested, relating to any of the matters 

contained in this Final Judgment as may 

be requested. 

C. No information or documents 

obtained by the means provided in this 

section shall 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), or 

for the purpose of securing compliance 

with this Final Judgment, or as 

otherwise required by law. 

D. If at the time information or 

documents are furnished by Defendants 

to the United States, Defendants 

represent and identify in writing the 

material in any such information or 

documents to 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,’’ then the United States 

shall give Defendants ten (10) calendar 

days notice prior to divulging such 

material in any legal proceeding (other 

than a grand jury proceeding). 

XII. No Reacquisition 

Defendants may not reacquire any 

part of the Divestiture Mills during the 

term of this Final Judgment. 

XIII. Retention of Jurisdiction 

This Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to this 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. 

XIV. Expiration of Final Judgment 

Unless this Court grants an extension, 

this Final Judgment shall expire ten (10) 

years from the date of its entry. 

XV. Public Interest Determination 

The parties have complied with the 

requirements of the Antitrust 

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

16, including making copies available to 

the public of this Final Judgment, the 

Competitive Impact Statement, and any 

comments thereon and the United 

States’ responses to comments. Based 

upon the record before the Court, which 

includes the Competitive Impact 

Statement and 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 

[FR Doc. 2015–00466 Filed 1–13–15; 8:45 am] 

BILLING CODE 4410–11–P 

DEPARTMENT OF LABOR 

Employment and Training 

Administration 

Notice of Intent To Renew the Advisory 

Committee on Apprenticeship (ACA) 

Charter 

AGENCY: Employment and Training 

Administration (ETA), Labor. 

ACTION: Notice. 

SUMMARY: The Secretary of Labor has 

determined that the renewal of the 

Advisory Committee on Apprenticeship 

is necessary and in the public interest. 

The Department of Labor intends to 

renew the ACA Charter with revisions. 

The revisions are not intended to 

change the purpose or the Committee’s 

original intent. The revisions are a 

routine updating of the Charter to 

ensure closer alignment with the 

Department’s current apprenticeship 

expansion goals. 

FOR FURTHER INFORMATION CONTACT: The 

Designated Federal Official, Mr. John V. 

Ladd, Administrator, Office of 

Apprenticeship, Employment and 

Training Administration, U.S. 

Department of Labor, 200 Constitution 

Avenue NW., Room N–5311, 

Washington, DC 20210, Telephone: 

(202) 693–2796 (this is not a toll-free 

number). 

SUPPLEMENTARY INFORMATION: Registered 

Apprenticeship is a unique public 

private partnership that is highly 

dependent on the engagement and 

involvement of its stakeholders and 

partners for its ongoing operational 

effectiveness. Apart from the ACA, there 

is no single organization or group with 

the broad representation of labor, 

employers, and the public available to 

consider the complexities and 

relationship of apprenticeship activities 

to other training efforts or to provide 

advice on such matters to the Secretary. 

It is particularly important to have such 

considerations at this time in light of the 

current national interest in 

apprenticeship and the Department of 

Labor’s goal to double the number of 

apprentices across the country, in the 

next five years by expanding into a 

variety of non-traditional industries. 

The ACA’s insight and 

recommendations on the best ways to 

grow apprenticeship to meet the 

emerging skill needs of employers is 

critical. For these reasons, the Secretary 

of Labor has determined that the 

renewal of a national advisory 

committee on apprenticeship is 

necessary and in the public interest. The 

ACA Charter is being renewed to 

provide advice and recommendations to 

the Secretary on the following: (1) The 

development and implementation of 

policies, legislation and regulations 

affecting the National Registered 

Apprenticeship system; (2) strategies 

that can expand the use of the 

Registered Apprenticeship model in 

non-traditional industries such as, but 

not limited to, Transportation/Logistics, 

Healthcare, Energy, Advanced 

Manufacturing, and Information 

Technology and Communications; (3) 

ways to more effectively partner with 

the public workforce system and 

educational institutions and 

communities to leverage Registered 

Apprenticeship as a valued postsecondary credential; including policies 

related to the Registered Apprenticeship 

College Consortium; (4) the 

development of career pathways that 

can lead to good jobs for everyone and 

sustained employment for new and 

incumbent workers, youth, Veterans, 

women, minorities and other underutilized and disadvantaged populations; 

and (5) efforts to improve performance, 

quality and oversight, and utilization of 

the National Registered Apprenticeship 

system. The current ACA Charter will 

expire on January 15, 2017. The ACA’s 

Charter is required to be renewed every 

two years. Since the Charter was last 

renewed in January 2013, it has been 

revised in three sections to ensure 

alignment with departmental priorities. 

The following three sections have been 

mstockstill on DSK4VPTVN1PROD with NOTICES