The Federal Trade Commission took action today to preserve competition by requiring Prince International Corp. and Ferro Corp. to divest three facilities used to make porcelain enamel frit, glass enamel, and forehearth colorants, as a condition of Prince’s parent company – American Securities Partners VII, L.P. – acquiring competitor Ferro Corp. for $2.1 billion. The consent agreement preserves competition in the North American market for porcelain enamel frit, and in the world markets for forehearth colorants and glass enamel. It also requires both the newly merged company and the divestiture buyer to obtain FTC approval for 10 years for certain future transactions involving these product markets.
A glass-based product, porcelain enamel frit is an essential ingredient in heat-, scratch-, and corrosion-resistant coatings (porcelain enamel) for appliances, water heaters, cookware, and other applications. Glass enamel is a liquid paste or powder that is added to glass surfaces to provide extra color or decoration. Forehearth colorants are glass-based powders added to the forehearths of glass furnaces to give glass bottles a specific color while they are being made.
“As the two largest producers of porcelain enamel frit in North America, Prince and Ferro would control a dominant portion of the market absent a remedy,” said Holly Vedova, Director of the FTC’s Bureau of Competition. “The acquisition also would have harmed competition in the highly concentrated world-wide markets for glass enamel and forehearth colorants.”
The consent agreement preserves competition in all three markets by requiring Prince and Ferro to divest to KPS Capital Partners, LP three Prince facilities: a porcelain enamel frit and forehearth colorants plant in Leesburg, Alabama; a porcelain enamel frit and forehearth colorants plant and research center in Bruges, Belgium; and a glass enamel plant in Cambiago, Italy.
Headquartered in Houston, Texas, Prince is a subsidiary of private equity firm American Securities Partners. Prince manufactures chemicals, minerals, and industrial additives, including porcelain enamel frit, glass enamel, and forehearth colorants. Competitor Ferro is based in Mayfield, Ohio.
According to the complaint, there are no good substitutes for porcelain enamel frit, glass enamel, or forehearth colorants. The acquisition as proposed would eliminate competition between Prince and Ferro for porcelain enamel frit. It likely would allow the merged firm to unilaterally raise prices for porcelain enamel frit in the North American market, and for forehearth colorants in the world market. The proposed acquisition also would eliminate Prince as an independent competitor in the world market for glass enamel, increasing the likelihood of coordination between the merged firm and its largest competitor, Fenzi Holdings SPV S.p.A.
Under the terms of the proposed Decision and Order, in addition to the required plant divestitures, American Securities Partners must obtain prior approval from the Federal Trade Commission for 10 years before buying assets to manufacture and sell porcelain enamel frit, glass enamel, or forehearth colorants. Divestiture buyer KPS Capital Partners, LP must obtain prior approval for three years before transferring any of the divested assets to any buyer, and seven additional years before transferring any of the divested assets to a buyer that manufactures and sells porcelain enamel frit, glass enamel, or forehearth colorants. Also, as explained in the accompanying Analysis to Aid Public Comment, the proposed Decision and Order allows the Commission to appoint a monitor – to ensure that Prince complies with its obligations under the Decision and Order, and the Order to Maintain Assets.
Commission staff and the staff of antitrust agencies in the European Union and Mexico worked cooperatively to analyze the proposed transaction and potential remedies.
The Commission vote to issue the complaint and the Order to Maintain Assets and accept the proposed Decision and Order for public comment was 4-0. The FTC will publish the consent agreement package in the Federal Register shortly. Instructions for filing comments appear in the published notice. Comments must be received 30 days after publication in the Federal Register. Once processed, comments will be posted on Regulations.gov.
NOTE: The Commission issues an administrative complaint when it has “reason to believe” that the law has been or is being violated, and it appears to the Commission that a proceeding is in the public interest. When the Commission issues a consent order on a final basis, it carries the force of law with respect to future actions. Each violation of such an order may result in a civil penalty of up to $46,517.