Legal Library: Cases and Proceedings

Houghton International, Inc., the leading North American provider of hot rolling oil used to process aluminum, agreed to sell some of the assets it acquired in 2008 through its purchase of D.A. Stuart GmbH, a transaction that included multiple product markets. The FTC’s investigation found that Houghton’s acquisition of D.A. Stuart GmbH combined the two largest suppliers of aluminum hot rolling oil (AHRO) in North America, giving the combined firm control of almost 75 percent of the North American market. The FTC’s complaint alleges that, through its purchase of Stuart, Houghton could unilaterally raise AHRO prices to U.S. consumers. The complaint also alleges that the acquisition could decrease innovation for this vital input into aluminum manufacturing. Under the order settling the FTC’s charges, Houghton will sell Stuart’s AHRO business to Quaker Chemical Corporation.

Graco, Inc. settled FTC charges that it violated the antitrust laws by buying Gusmer Corp. (Gusmer) in 2005 and GlasCraft, Inc. (GCI) in 2008, its two closest competitors in the North American market for fast set equipment (FSE) used by contractors to apply polyurethane foams and polyurea coatings. The consent order settling the FTC’s charges is designed to restore competition to the FSE market that was lost as a result of Graco’s acquisitions. It incorporates a private litigation settlement between Graco and Polyurethane Machinery Corp. (Gama/PMC) that requires Graco to license certain technology to Gama/PMC. The consent order also contains provisions that provide Gama/PMC and other competitors easier access to distributors, so they can distribute competing FSE products effectively in the North American market.

The FTC issued an administrative complaint against Reading Health System’s proposed acquisition of Surgical Institute of Reading L.P., alleging that the combination of the two health care providers would substantially reduce competition in the area surrounding Reading, Pennsylvania. The FTC also authorized staff, in conjunction with the Pennsylvania Attorney General, to seek a preliminary injunction in federal district court or other relief necessary to stop the deal pending a full administrative trial. After the parties abandoned the transaction, on 12/7/2012, the FTC formally dismissed the administrative complaint.

The FTC required AmeriGas L.P. and Energy Transfer Partners L.P. (ETP), two of the nation's largest propane distributors, to amend AmeriGas's proposed acquisition of ETP's Heritage Propane business as part of a settlement with the FTC. The settlement resolves FTC charges that the deal, as originally proposed, would have reduced competition and raised prices in the market for propane exchange cylinders that consumers use to fuel barbeque grills and patio heaters. The FTC's settlement requires AmeriGas to exclude ETP's cylinder exchange business, Heritage Propane Express, from the sale.

The FTC required specialty metals manufacturer Carpenter Technology Corporation to sell assets involved in producing two metal alloys used in the aerospace industry, under a settlement resolving charges that Carpenter's proposed $410 million acquisition of Latrobe Specialty Metals, Inc. would harm competition in the U.S. markets for these alloys.The FTC's complaint alleges that the deal – a merger to monopoly – likely would lead to higher prices for consumers of the two alloys.  The order requires Carpenter to divest assets necessary for manufacturing the two alloys – MP159 and Aerospace MP35N – to another metals manufacturer, Eramet S.A.