United States v. Reddy Ice LLC, et al. Proposed Final Judgment and Competitive Impact Statement
Federal RegisterFeb 18, 2026
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DEPARTMENT OF JUSTICE
Antitrust Division
United States v. Reddy Ice LLC, et al. Proposed Final Judgment and Competitive Impact Statement
Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, Stipulation, and Competitive Impact Statement have been filed with the United States District Court for the District of Columbia in
United States of America
v.
Reddy Ice LLC, et al.,
Civil Action No. 1:26-cv-271. On January 30, 2026, the United States filed a Complaint alleging that Stone Canyon Industries Holdings, LP's Reddy Ice LLC's (“Reddy Ice”) proposed acquisition of Chill Parent Holdco, L.P.'s Chill Holdings, Inc. (“Arctic Glacier”) would violate Section 7 of the Clayton Act, 15 U.S.C. 18. The proposed Final Judgment, filed at the same time as the Complaint, requires Reddy Ice to divest assets in California, Massachusetts, New York, Oregon, and Washington to preserve competition for packaged ice sold to retail chains, airlines, and airline caterers in local markets.
Copies of the Complaint, proposed Final Judgment, and Competitive Impact Statement are available for inspection on the Antitrust Division's website at
http://www.justice.gov/atr
and at the Office of the Clerk of the United States District Court for the District of Columbia. Copies of these materials may be obtained from the Antitrust Division upon request and payment of the copying fee set by Department of Justice regulations.
Public comment is invited within 60 days of the date of this notice. Such comments, including the name of the submitter, and responses thereto, will be posted on the Antitrust Division's website, filed with the Court, and, under certain circumstances, published in the
Federal Register
. Comments should be submitted in English and directed to Jill Maguire, Acting Chief, Healthcare and Consumer Products Section, Antitrust Division, Department of Justice, 450 Fifth Street NW, Suite 4100, Washington, DC 20530 (email address:
ATR.Public-Comments-Tunney-Act-MB@usdoj.gov
).
Suzanne Morris,
Deputy Director Civil Enforcement Operations, Antitrust Division.
United States District Court for the District of Columbia
United States of America, United States Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 4100, Washington, DC 20530,
Plaintiff, v.
REDDY ICE LLC, 5710 LBJ Freeway, Suite 300, Dallas, TX 75240, STONE CANYON INDUSTRIES HOLDINGS, LP, 1875 Century Park East, Suite 320, Los Angeles, CA 90067,
and
CHILL PARENT HOLDCO, L.P., 1001 Pennsylvania Ave. NW, Suite 220S, Washington, DC 20003
Defendants.
Case No.: 1:26-cv-271-SLS
Complaint
Reddy Ice seeks to acquire Arctic Glacier, combining the largest two producers of packaged ice in certain parts of the United States where they both compete. This proposed acquisition threatens to eliminate substantial head-to-head competition and risks increasing prices for packaged ice paid by retail chains in Oregon, Washington, and Imperial and Riverside counties in California, and also by airlines and airline caterers in the New York City and Boston metropolitan areas. The United States of America brings this civil action under Section 7 of the Clayton Act, 15 U.S.C. 18, to enjoin this anticompetitive merger.
I. Introduction
1. Found at backyard cookouts and on cross-country flights, packaged (or bagged) ice is a staple of American life. Packaged ice producers sell packaged ice to national, regional, and multi-regional retail chains, airlines, and airline caterers, among other customers. These large ice purchasers require high-quality service from packaged ice producers. Retail chains want ice reliably stocked in their stores, particularly during the summer months, and airlines need ice to serve their customers during in-flight beverage services.
2. Packaged ice producers, such as Reddy Ice and Arctic Glacier, deliver ice to their customers or customers' warehouses directly from their plants or distribution facilities. Reddy Ice and Arctic Glacier also contract with other ice producers, called co-packers, who manufacture and deliver ice to some of Reddy Ice's and Arctic Glacier's customers, typically to locations outside of Reddy Ice's and Arctic Glacier's facility footprints. Working with co-packers can keep down the costs of transport, which can be high due to packaged ice's high volume and weight relative to its sales price, as well as the expense of fuel and refrigeration.
3. The packaged ice industry has undergone significant consolidation resulting in there being three large packaged ice producers—Reddy Ice, Arctic Glacier, and Home City Ice—having largely complementary footprints in the United States, although they do overlap in some geographic areas. Reddy Ice's packaged ice facilities are located in the Southeast, South, and parts of the West and West Coast; Arctic Glacier's packaged ice facilities are located in the Northeast, parts of the Midwest, and on the West Coast; and Home City Ice's packaged ice facilities are located in the Midwest and in parts of the Mid-Atlantic and Southeast.
4. Competition between Reddy Ice and Arctic Glacier for the sale of packaged ice to large purchasers such as retail chains, airlines, and airline caterers has resulted in lower prices and better service for these customers. The proposed acquisition would substantially lessen this competition, in violation of Section 7 of the Clayton Act, 15 U.S.C. 18, and should be enjoined.
II. The Defendants and the Proposed Transaction
5. Reddy Ice is the largest producer of packaged ice in the United States with annual revenues of approximately $511 million. It is headquartered in Dallas, Texas, and is owned by Stone Canyon Industries Holdings, LP. The company sells packaged ice in 37 states and the District of Columbia. It operates 100 ice manufacturing facilities and distribution facilities in the United States. Reddy Ice also owns approximately 2,320 in-store bagging machines that produce and package ice for retail chains like grocery stores and convenience stores.
6. Arctic Glacier is the third largest packaged ice producer in the United States with annual revenues of approximately $306 million. It has dual headquarters in Bala Cynwyd, Pennsylvania, and Winnipeg, Canada. Arctic Glacier's ultimate parent entity is Chill Parent Holdco, L.P., which the Carlyle Group owns. Arctic Glacier sells its packaged ice in 19 states. It operates 57 ice manufacturing facilities and distribution facilities in the United States.
7. On July 3, 2025, Reddy Ice and Arctic Glacier executed a purchase agreement through which Reddy Ice will acquire Arctic Glacier for more than $126.4 million but less than $179.4 million.
III. The Relevant Markets for Evaluating the Proposed Transaction
8. Commercial purchasers of packaged ice, such as large retail chains and other multi-location customers, strongly prefer to purchase from large producers with broad geographic footprints, such as Reddy Ice, Arctic Glacier, and Home City Ice. These producers operate at scale and are uniquely capable of serving these multi-location retail
chains and other customers because they each have large regional networks with dozens of manufacturing and distribution facilities. While there are hundreds of smaller local packaged ice producers, most have only a single facility and are therefore generally unable to compete for the business of multi-location customers.
9. Reddy Ice and Arctic Glacier compete for the sale of packaged ice in areas where they are both present, either with a manufacturing facility or through a co-packer. In assessing the likely effects of this transaction, the relevant markets are best defined by the type and locations of the customers purchasing the packaged ice. Those markets include (1) the sale of packaged ice to retail chains with stores in areas where the parties compete, and (2) the sale of packaged ice to airlines and airline caterers in areas where the parties compete.
A. The Sale of Packaged Ice to Retail Chains in Oregon, Washington, and Imperial and Riverside Counties in California Are Relevant Markets
10. The sale of packaged ice to retail chains is a relevant product market. There are no reasonable substitutes for packaged ice sold to retail chains. For most retail chains, alternative ways of procuring ice—such as ice vending machines and self-supply—are not viable due to cost, capacity, and space limitations.
11. Packaged ice producers negotiate individual prices with retail chains for delivery of packaged ice to multiple stores. Retail chains with stores in locations where the parties compete can therefore be targeted for price increases. Similarly situated retail chains can be grouped together for analytical convenience to assess the competitive effects of the transaction. The relevant geographic markets in which retail chains will likely be harmed by the proposed transaction are the locations of these similarly situated targetable customers in Oregon, Washington, and Imperial and Riverside counties in California.
12. Retail chains in these markets generally do not consider small and single-location packaged ice producers as viable options, so they often rely on large packaged ice producers with broad geographic footprints for packaged ice supply. Retail chains in these markets often prefer to contract with large packaged ice producers because they have the ability to serve stores across multiple geographies. Other reasons include volume discounts; proven ability to serve large customers; the administrative simplicity of fewer suppliers; and the ability of large packaged ice producers to supply back-up ice from alternative facilities.
13. A hypothetical monopolist supplier of packaged ice to retail chains in Oregon, Washington, and Imperial and Riverside counties in California would profitably increase prices by at least a small but significant non-transitory amount because retail chains in these areas have no practical alternative source of supply. Therefore, the sale of packaged ice to retail chains in Oregon, Washington, and Imperial and Riverside counties in California are relevant markets within the meaning of Section 7 of the Clayton Act.
B. The Sale of Packaged Ice to Airlines and Airline Caterers in the Metropolitan Areas of Boston and New York City Are Relevant Markets
14. The sale of packaged ice to airlines and airline caterers is a relevant product market. There are no reasonable substitutes for packaged ice sold to airlines and airline caterers. Airlines and airline caterers buy packaged ice primarily to supply the ice used during in-flight beverage services. Unlike retail chains, most airlines and airline caterers purchase smaller, five-pound bags in heat-sealed bags, which require different machinery that many ice producers do not have, rather than the typical seven-pound (or larger) bags sold to retail chains. Ice vending machines and self-supply of packaged ice are not viable alternatives for most airlines and airline caterers due to cost, capacity, and space limitations.
15. Packaged ice producers negotiate individual prices with airlines and airline caterers for delivery to airports. Airlines and airline caterers in locations where the parties compete can therefore be targeted for price increases. Similarly situated airlines and airline caterers can be grouped together to assess the effects of the transaction. The relevant geographic markets in which airlines and airline caterers will likely be harmed by the proposed transaction are the locations of these similarly situated targetable customers in the metropolitan areas of Boston and New York City.
16. Airlines and airline caterers in these markets generally do not consider small, local packaged ice producers as viable options, so they rely mainly on large packaged ice producers capable of producing high volumes of five-pound heat-sealed bags for packaged ice supply.
17. A hypothetical monopolist supplier of packaged ice to airlines and airline caterers in the metropolitan areas of Boston and New York City would profitably increase prices by at least a small but significant non-transitory amount because airlines and airline caterers in these areas have no practical alternative source of supply. Therefore, the sale of packaged ice to airlines and airline caterers in these areas are relevant markets within the meaning of Section 7 of the Clayton Act.
IV. Anticompetitive Effects of the Proposed Transaction
18. The proposed transaction would combine Reddy Ice and Arctic Glacier, the largest packaged ice producers capable of servicing, whether directly or through co-packers, most retail chains, airlines, and airline caterers in the relevant geographic markets.
19. In each of the relevant markets, Reddy Ice and Arctic Glacier compete head to head to sell packaged ice. Competition between them lowers prices and improves service in the relevant markets. Many customers solicit bids from packaged ice producers and select the bidder that offers the best combination of service quality and price. Even customers who use less formal procurement processes benefit from the competition between these two large producers on price and quality of service.
20. Smaller local ice producers are typically not invited to bid on business from retail chains, airlines, or airline caterers. These customers can usually arrange more convenient supply to all of their locations, nationally or regionally, by contracting with larger packaged ice producers such as Reddy Ice and Arctic Glacier. Many of these customers are also reluctant to incur the additional risks and administrative costs of adding contracts with untested small producers that can only deliver locally.
21. Because the proposed transaction would eliminate head-to-head competition between Reddy Ice and Arctic Glacier and leave retail chains, airlines, and airline caterers in the relevant markets with few, if any, competitive alternatives, it is likely to significantly lessen competition and lead to higher prices, reduced service quality, or both.
V. Potential Entry or Expansion Would Not Offset Anticompetitive Effects
22. New entry and expansion by competitors are unlikely to be timely and sufficient to offset the proposed merger's likely anticompetitive effects. Barriers to entering the market at sufficient scale are high. Significant up-front capital is required to start a network of production facilities with the scale needed to meaningfully compete with the combined firm. There are also reputational barriers that prevent new
entrants from replacing the lost competition between these large and established suppliers in a timely manner.
23. The proposed transaction is unlikely to generate verifiable, merger-specific efficiencies sufficient to reverse or outweigh the anticompetitive effects that are likely to occur as a result of the proposed transaction.
VI. Jurisdiction and Venue
24. The United States brings this action pursuant to Section 15 of the Clayton Act, as amended, 15 U.S.C. 25, to prevent and restrain Defendants from violating Section 7 of the Clayton Act, as amended, 15 U.S.C. 18.
25. Defendants sell packaged ice in the flow of interstate commerce and their sale of the product substantially affects interstate commerce, including in this judicial district. This court therefore has subject matter jurisdiction over this action pursuant to Section 15 of the Clayton Act, 15 U.S.C. 25, and 28 U.S.C. 1331, 1337(a), and 1345.
26. Both Defendants transact business in this judicial district. Venue is therefore proper in this judicial district under 28 U.S.C. 1391(b) and (c).
VII. Violation Alleged
27. The United States hereby incorporates the allegations of paragraphs 1 through 26 above as if set forth fully herein.
28. The effect of the proposed transaction may be substantially to lessen competition in interstate trade and commerce, in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.
29. Unless enjoined, the proposed transaction would likely have the following anticompetitive effects, among others:
(a) Eliminating head-to-head competition between Defendants for packaged ice sold to retail chains, airlines, and airline caterers in the relevant markets;
(b) Substantially lessening competition generally for packaged ice sold to retail chains, airlines, and airline caterers in the relevant markets;
(c) Causing prices to be higher than they would be otherwise for packaged ice sold to retail chains, airlines, and airline caterers in the relevant markets; and
(d) Reducing choice and quality of service for customers purchasing packaged ice in the relevant markets.
VIII. Request For Relief
30. The United States requests that this Court:
(a) Adjudge and decree that Reddy Ice's acquisition of Arctic Glacier is unlawful and violates Section 7 of the Clayton Act, 15 U.S.C. 18;
(b) Permanently enjoin and restrain Defendants and all persons acting on their behalf from consummating the proposed acquisition of Arctic Glacier by Reddy Ice, or from entering into or carrying out any contract, agreement, plan, or understanding, the effect of which would be to combine Arctic Glacier and Reddy Ice;
(c) Award the United States its costs for this action; and
(d) Award the United States such other and further relief as the Court deems just and proper.
Dated: January 30, 2026
Respectfully submitted,
FOR PLAINTIFF UNITED STATES OF AMERICA:
ABIGAIL A. SLATER (D.C. Bar #90027189)
Assistant Attorney General
MARK H. HAMER (D.C. Bar #1048333)
Deputy Assistant Attorney General
GEORGE C. NIERLICH (D.C. Bar #1004528)
Acting Director of Civil Enforcement (Mergers)
JILL C. MAGUIRE (D.C. Bar #979595)
Acting Chief, Healthcare and Consumer Products Section
MEAGHAN GRIFFITH (D.C. Bar #1034228)
Acting Assistant Chief, Healthcare and Consumer Products Section
NATALIE MELADA*
NICOLE CULLEN
JUSTIN DEMPSEY (D.C. Bar #425976)
DAVID GROSSMAN (D.C. Bar #1601691)
CHRIS HONG
BARRY JOYCE
STELLA MARTIN (D.C. Bar #90029539)
Trial Attorneys
U.S. Department of Justice
Antitrust Division
Healthcare and Consumer Products Section
450 Fifth Street NW, Suite 4100
Washington, DC 20530
Tel.: (202) 705-9116
Email:
natalie.melada@usdoj.gov
* LEAD ATTORNEY TO BE NOTICED
United States District Court for the District of Columbia
United States of America,
Plaintiff, v.
Reddy Ice LLC, Stone Canyon Industries Holdings, LP,
and
Chill Parent Holdco, L.P.,
Defendants.
Case No.: 1:26-cv-271-SLS
Proposed Final Judgment
Whereas,
Plaintiff, United States of America, filed its Complaint on January 30, 2026;
And whereas,
the United States and Defendants, Reddy Ice LLC, Stone Canyon Industries Holdings, LP, and Chill Parent Holdco, L.P., have consented to entry of this Final Judgment without the taking of testimony, without trial or adjudication of any issue of fact or law, and without this Final Judgment constituting any evidence against or admission by any party relating to any issue of fact or law;
And whereas,
Defendants agree to make certain divestitures and to undertake certain actions related to the divestitures to remedy the loss of competition alleged in the Complaint;
And whereas,
Defendants represent that the divestitures and other relief required by this Final Judgment can and will be made and that Defendants will not later raise a claim of hardship or difficulty as grounds for asking the Court to modify any provision of this Final Judgment;
Now therefore, it is ordered, adjudged, and decreed:
I. Jurisdiction
The Court has jurisdiction over the subject matter of and each of the parties to this action. The Complaint states a claim upon which relief may be granted against Defendants under Section 7 of the Clayton Act (15 U.S.C. 18).
II. Definitions
As used in this Final Judgment:
A. “Acquirer” or “Acquirers” means Columbia Basin Ice; Dee Zee Ice; Natuzzi Ice; Oregon Ice; San Diego Ice; or another entity or entities approved by the United States in its sole discretion to which Defendants divest the Divestiture Assets.
B. “Acquirer of the California Divestiture Assets” means San Diego Ice or another entity approved by the United States in its sole discretion to which Defendants divest the California Divestiture Assets.
C. “Acquirer of the Massachusetts Divestiture Assets” means Dee Zee Ice or another entity approved by the United States in its sole discretion to which Defendants divest the Massachusetts Divestiture Assets.
D. “Acquirer of the New York Divestiture Assets” means Natuzzi Ice or another entity approved by the United States in its sole discretion to which Defendants divest the New York Divestiture Assets.
E. “Acquirer of the Oregon Divestiture Assets” means Oregon Ice or another entity approved by the United States in its sole discretion to which Defendants divest the Oregon Divestiture Assets.
F. “Acquirer of the Washington Divestiture Assets” means Columbia
Basin Ice or another entity approved by the United States in its sole discretion to which Defendants divest the Washington Divestiture Assets.
G. “Arctic Glacier” means Defendant Chill Parent Holdco, L.P., a limited partnership with its headquarters in Washington, DC and Chill Holdings, Inc., a Delaware corporation with its headquarters in Wilmington, DE, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.
H. “California Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice by Reddy Ice to customers and locations listed in Schedule 1 to this Final Judgment, except for the Excluded California Assets, including:
1. the lease effective August 21, 2017, between Shaba Investments, Inc. (formerly Leslie Whitted and Robert Whitted) and Reddy Ice LLC (formerly Reddy Ice Corporation) for the premises located at 462 North 8th Street, Brawley, CA 92227;
2. any real property, including fee simple interests, real property leasehold interests and renewal rights thereto, improvements to real property, and options to purchase any adjoining or other property, together with all buildings, facilities, and other structures;
3. all tangible personal property, including fixed assets, machinery and manufacturing equipment, tools, vehicles, inventory, materials, office equipment and furniture, computer hardware, and supplies;
4. all ice merchandisers provided to customers listed in Schedule 1 to this Final Judgment as of California Divestiture Date;
5. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of California Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and leases, and all outstanding offers or solicitations to enter into similar arrangements;
6. all licenses, permits, certifications, approvals, consents, registrations, waivers, and authorizations, including those issued or granted by any governmental organization, and all pending applications or renewals; and
7. all records and data, including (a) customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 1 to this Final Judgment, (b) production, repair, maintenance, and performance records, and (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees.
I. “California Divestiture Date” means the date on which the California Divestiture Assets are divested to Acquirer of the California Divestiture Assets pursuant to this Final Judgment.
J. “California Personnel” means all full-time, part-time, or contract employees of Reddy Ice, wherever located, who worked at a facility in the California Divestiture Assets, at any time between January 1, 2026, and California Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are California Personnel.
K. “Columbia Basin Ice” means Columbia Basin Ice, LLC, a Washington limited liability corporation with its headquarters in Kennewick, WA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.
L. “Dee Zee Ice” means Dee Zee Ice, LLC, a Connecticut limited liability corporation doing business as Diamond Ice with its headquarters in Southington, CT, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.
M. “Divestiture Assets” means the California Divestiture Assets, the Massachusetts Divestiture Assets, the New York Divestiture Assets, the Oregon Divestiture Assets, and the Washington Divestiture Assets.
N. “Divestiture Date” means the date on which the Divestiture Assets are divested to Acquirers pursuant to this Final Judgment.
O. “Excluded California Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to California Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to California Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of California Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the California Divestiture Assets arising prior to California Divestiture Date or attributable to a pre-California Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of California Divestiture Assets prior to California Divestiture Date, including unbilled accounts receivable prior to California Divestiture Date; any records, documents, or other information unrelated to California Personnel; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to California Divestiture Assets.
P. “Excluded Massachusetts Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to Massachusetts Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to Massachusetts Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of Massachusetts Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the Massachusetts Divestiture Assets arising prior to Massachusetts Divestiture Date or attributable to a pre-Massachusetts Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of Massachusetts Divestiture Assets prior to Massachusetts Divestiture Date, including unbilled accounts receivable prior to Massachusetts Divestiture Date; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to the Massachusetts Divestiture Assets.
Q. “Excluded New York Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property
or equipment repaired, replaced, or restored by Defendants prior to New York Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to New York Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of New York Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the New York Divestiture Assets arising prior to New York Divestiture Date or attributable to a pre-New York Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of New York Divestiture Assets prior to New York Divestiture Date, including unbilled accounts receivable prior to New York Divestiture Date; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to New York Divestiture Assets.
R. “Excluded Oregon Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to Oregon Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to Oregon Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of Oregon Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the Oregon Divestiture Assets arising prior to Oregon Divestiture Date or attributable to a pre-Oregon Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of Oregon Divestiture Assets prior to Oregon Divestiture Date, including unbilled accounts receivable prior to Oregon Divestiture Date; any records, documents, or other information unrelated to Oregon Personnel; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to the Oregon Divestiture Assets.
S. “Excluded Washington Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to Washington Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to Washington Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of Washington Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the Washington Divestiture Assets arising prior to Washington Divestiture Date or attributable to a pre-Washington Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of Washington Divestiture Assets prior to Washington Divestiture Date, including unbilled accounts receivable prior to Washington Divestiture Date; any records, documents, or other information unrelated to Washington Personnel; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to Washington Divestiture Assets.
T. “Ice merchandiser” means a commercial refrigeration unit designed to store and display ice at a customer location.
U. “Including” means including, but not limited to.
V. “In-Store Bagging Asset” or “ISB Asset” means an automated, self-contained machine that produces and packages (fills and seals) bags of packaged ice at a customer location.
W. “Massachusetts Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice to customers and locations listed in Schedule 2 to this Final Judgment, except for the Excluded Massachusetts Assets, including:
1. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of Massachusetts Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and all outstanding offers or solicitations to enter into similar arrangements;
2. all records and data, including (a) customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 2 to this Final Judgment, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees; and
3. all ice merchandisers provided to customers listed in Schedule 2 to this Final Judgment as of Massachusetts Divestiture Date.
X. “Massachusetts Divestiture Date” means the date on which the Massachusetts Divestiture Assets are divested to Acquirer of the Massachusetts Divestiture Assets pursuant to this Final Judgment.
Y. “Natuzzi Ice” means Natuzzi Ice, Inc., a New York corporation with its headquarters in Springfield Gardens, NY, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.
Z. “New York Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice to customers and locations listed in Schedule 3 to this Final Judgment, except for the Excluded New York Assets, including:
1. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of New York Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and all outstanding offers or solicitations to enter into similar arrangements;
2. all records and data, including (a) customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 3 to this Final Judgment, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees; and
3. all ice merchandisers provided to customers listed in Schedule 3 to this Final Judgment as of New York Divestiture Date.
AA. “New York Divestiture Date” means the date on which the New York Divestiture Assets are divested to Acquirer of the New York Divestiture Assets pursuant to this Final Judgment.
BB. “Oregon Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice to customers and locations listed in Schedule 4 to this Final Judgment, except for the Excluded Oregon Assets, including:
1. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of Oregon Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and all outstanding offers or solicitations to enter into similar arrangements;
2. all records and data, including (a) customers lists, locations, contact information, accounts, sales and credit records for customers listed in Schedule 4 to this Final Judgment, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees; and
3. all ice merchandisers provided to customers listed in Schedule 4 to this Final Judgment as of Oregon Divestiture Date.
CC. “Oregon Divestiture Date” means the date on which the Oregon Divestiture Assets are divested to Acquirer of the Oregon Divestiture Assets pursuant to this Final Judgment.
DD. “Oregon Ice” means Oregon Ice Company, LLC, an Oregon limited liability corporation with its headquarters in Kennewick, WA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.
EE. “Oregon Personnel” means all full-time, part-time, or contract employees of Reddy Ice, wherever located, whose job responsibilities relate to ISB Assets and ice merchandisers in the Oregon Divestiture Assets, at any time between January 1, 2026, and Oregon Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are Oregon Personnel.
FF. “Packaged ice” means ice packaged in bags sold for human consumption or other use.
GG. “Reddy Ice” means Reddy Ice LLC, a Nevada limited liability corporation with its headquarters in Dallas, TX, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures (but excluding the Excluded Affiliates), and their directors, officers, managers, agents, and employees.
HH. “San Diego Ice” means San Diego Ice Company, Inc., a California corporation doing business as San Diego Ice Company and California Ice Company, with its headquarters in San Diego, CA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.
II. “Stone Canyon” means Stone Canyon Industries Holdings, LP, a Delaware limited partnership with its headquarters in Los Angeles, CA, its successors and assigns, and its directors, officers, managers, agents, and employees;
provided, however,
that, except for Reddy Ice and its subsidiaries, “Stone Canyon” does not include, and no provision of this Final Judgment applies to: (a) any direct or indirect portfolio companies of investment funds advised or managed by Stone Canyon or any of its affiliates; or (b) any fund associated with Stone Canyon or its affiliates (collectively, the “Excluded Affiliates”).
JJ. “Washington Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice by Reddy Ice to customers and locations listed in Schedule 5 to this Final Judgment, except for the Excluded Washington Assets, including:
1. the leases and subleases between Grosso Investments Mukilteo L.L.C. and Reddy Ice LLC for the premises located at 11431 Cyrus Way, Mukilteo, WA 98275, Grosso Enterprises Tacoma L.L.C. and Reddy Ice LLC for the premises located at 9625 32nd Avenue Court South, Lakewood, WA 98499, and Mike Stafford and Reddy Ice LLC for the premises located at 4427 West Industrial Loop, Coeur d'Alene, ID 83815;
2. any real property, including fee simple interests, real property leasehold interests and renewal rights thereto, improvements to real property, and options to purchase any adjoining or other property, together with all buildings, facilities, and other structures;
3. all ice merchandisers provided to customers listed in Schedule 5 to this Final Judgment as of Washington Divestiture Date;
4. all tangible personal property, including fixed assets, machinery and manufacturing equipment, tools, vehicles, inventory, materials, office equipment and furniture, computer hardware, and supplies;
5. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales orders and purchase orders for goods that have not yet been delivered as of Washington Divestiture Date, agreements with suppliers, manufacturers, co-packers, and retailers, leases, and all outstanding offers or solicitations to enter into similar arrangements;
6. all licenses, permits, certifications, approvals, consents, registrations, waivers, and authorizations, including those issued or granted by any governmental organization, and all pending applications or renewals; and
7. all records and data, including (a) customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 5 to this Final Judgment, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees.
KK. “Washington Divestiture Date” means the date on which the Washington Divestiture Assets are divested to Acquirer of the Washington Divestiture Assets pursuant to this Final Judgment.
LL. “Washington Personnel” means all full-time, part-time, or contract employees of Reddy Ice, wherever located, who worked at a facility in the Washington Divestiture Assets, at any time between January 1, 2026, and Washington Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are Washington Personnel.
III. Applicability
A. This Final Judgment applies to Reddy Ice and Arctic Glacier, as defined above, and all other persons in active concert or participation with any Defendant who receive actual notice of this Final Judgment.
B. If, prior to complying with Section IV, Section V, Section VI, Section VII, and Section VIII of this Final Judgment, Defendants sell or otherwise dispose of all or substantially all of their assets or of business units that include any
Divestiture Assets, Defendants must require any purchaser to be bound by the provisions of this Final Judgment. Defendants need not obtain such an agreement from Acquirers.
IV. Divestiture of California Divestiture Assets
A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the California Divestiture Assets in a manner consistent with this Final Judgment to San Diego Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the California Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.
B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the California Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 1 to this Final Judgment to Acquirer of the California Divestiture Assets within the deadlines set forth in Paragraph IV.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the California Divestiture Assets and a contracting party.
C. Defendants must use best efforts to divest the California Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the California Divestiture Assets.
D. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire California Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the California Divestiture Assets can and will be used by Acquirer of the California Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the California Divestiture Assets will remedy the competitive harm alleged in the Complaint.
E. The divestiture of the California Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.
F. The divestiture of the California Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the California Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the California Divestiture Assets, to lower efficiency of Acquirer of the California Divestiture Assets, or otherwise interfere in the ability of Acquirer of the California Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.
G. In the event Defendants are attempting to divest the California Divestiture Assets to an Acquirer other than San Diego Ice, Defendants promptly must make known, by usual and customary means, the availability of the California Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the California Divestiture Assets that the California Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the California Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the California Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.
H. Defendants must provide prospective Acquirers of the California Divestiture Assets with (1) access to make inspections of the California Divestiture Assets; (2) access to all environmental, zoning, and other permitting documents and information relating to the California Divestiture Assets; and (3) access to all financial, operational, or other documents and information relating to the California Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the California Divestiture Assets, including on intangible property.
I. Defendants must cooperate with and assist Acquirer of the California Divestiture Assets in identifying and, at the option of Acquirer of the California Divestiture Assets, hiring all California Personnel, including:
1. Within 10 business days following the entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, Defendants must identify all California Personnel to Acquirer of the California Divestiture Assets and the United States, including by providing organization charts covering all California Personnel.
2. Within 10 business days following receipt of a request by Acquirer of the California Divestiture Assets, the United States, or the monitor, Defendants must provide to Acquirer of the California Divestiture Assets, the United States, or the monitor additional information relating to California Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer of the California Divestiture Assets, the United States, or the monitor information relating to current and accrued compensation and benefits of California Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the California Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws.
3. At the request of Acquirer of the California Divestiture Assets, Defendants must promptly make California Personnel available for private interviews with Acquirer of the California Divestiture Assets during normal business hours at a mutually agreeable location.
4. Defendants must not interfere with any effort by Acquirer of the California Divestiture Assets to employ any California Personnel. Interference includes offering to increase the compensation or improve the benefits of California Personnel unless (a) the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to January 1, 2026 or (b) the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph IV.I.4. of this Final Judgment will expire 180 calendar days after California Divestiture Date.
5. For California Personnel who elect employment with Acquirer of the California Divestiture Assets within 180 calendar days of California Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the California Personnel (or to Acquirer of the California Divestiture Assets for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer of the California Divestiture Assets; vest any unvested pension and other equity rights; and provide all other benefits that those California Personnel otherwise would have been provided had the California Personnel continued employment with Defendants, including any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by California Personnel of Defendants' proprietary non-public information that is unrelated to the California Divestiture Assets and not otherwise required to be disclosed by this Final Judgment.
6. Non-Solicitation: For a period of six months from California Divestiture Date, Defendants may not solicit to re-hire California Personnel who were hired by Acquirer of the California Divestiture Assets unless (a) an individual is terminated or laid off by Acquirer of the California Divestiture Assets or (b) Acquirer of the California Divestiture Assets agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph IV.I.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring California Personnel who apply for an employment opening through a general solicitation or advertisement.
J. Defendants must warrant to Acquirer of the California Divestiture Assets that (1) the California Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the California Divestiture Assets; (2) there are no material defects in the environmental, zoning, or other permits relating to the operation of the California Divestiture Assets; and (3) Defendants have disclosed all encumbrances on any part of the California Divestiture Assets, including on intangible property. Following the sale of the California Divestiture Assets, Defendants must not undertake, directly or indirectly, challenges to the environmental, zoning, or other permits relating to the operation of the California Divestiture Assets.
K. Defendants must use best efforts to assist Acquirer of the California Divestiture Assets to obtain all necessary licenses, registrations, and permits to operate the California Divestiture Assets. Until Acquirer of the California Divestiture Assets obtains the necessary licenses, registrations, and permits, Defendants must provide Acquirer of the California Divestiture Assets with the benefit of Defendants' licenses, registrations, and permits to the full extent permissible by law.
L. Supply Contracts: At the option of Acquirer of the California Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before California Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the California Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 1 to this Final Judgment, as determined by Acquirer of the California Divestiture Assets, for a period of up to one year, on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the California Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contract for the supply of packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to an additional two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the California Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the California Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.
M. Transition Services: At the option of Acquirer of the California Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before California Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the California Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the California Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the California Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the California Divestiture Assets must not share any competitively sensitive information of Acquirer of the California Divestiture Assets with any other employee of Defendants.
N. Non-Compete: For a period of one year following California Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 1 to this Final Judgment.
O. No Customer Solicitation: For a period of three years following California Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 1 to this Final Judgment;
provided, however,
that (1) starting one year
following California Divestiture Date, Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the California Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the California Divestiture Assets and make it available to the United States or the monitor for inspection upon request.
P. If any term of an agreement between Defendants and Acquirer of the California Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.
V. Divestiture of Massachusetts Divestiture Assets
A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the Massachusetts Divestiture Assets in a manner consistent with this Final Judgment to Dee Zee Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the Massachusetts Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.
B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the Massachusetts Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 2 to this Final Judgment to Acquirer of the Massachusetts Divestiture Assets within the deadlines set forth in Paragraph V.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the Massachusetts Divestiture Assets and a contracting party.
C. Defendants must use best efforts to divest the Massachusetts Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Massachusetts Divestiture Assets.
D. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire Massachusetts Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Massachusetts Divestiture Assets can and will be used by Acquirer of the Massachusetts Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the Massachusetts Divestiture Assets will remedy the competitive harm alleged in the Complaint.
E. The divestiture of the Massachusetts Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.
F. The divestiture of the Massachusetts Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the Massachusetts Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the Massachusetts Divestiture Assets, to lower efficiency of Acquirer of the Massachusetts Divestiture Assets, or otherwise interfere in the ability of Acquirer of the Massachusetts Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.
G. In the event Defendants are attempting to divest the Massachusetts Divestiture Assets to an Acquirer other than Dee Zee Ice, Defendants promptly must make known, by usual and customary means, the availability of the Massachusetts Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Massachusetts Divestiture Assets that the Massachusetts Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the Massachusetts Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the Massachusetts Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.
H. Defendants must provide prospective Acquirers of the Massachusetts Divestiture Assets with (1) access to make inspections of the Divestiture Assets; and (2) access to all financial, operational, or other documents and information relating to the Massachusetts Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Massachusetts Divestiture Assets, including on intangible property.
I. Defendants must warrant to Acquirer of the Massachusetts Divestiture Assets that (1) the Massachusetts Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the Massachusetts Divestiture Assets and (2) Defendants have disclosed all encumbrances on any part of the Massachusetts Divestiture Assets, including on intangible property.
J. Supply Contracts: At the option of Acquirer of the Massachusetts Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Massachusetts Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the Massachusetts Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 2 to this Final Judgment, as determined by Acquirer of the Massachusetts Divestiture Assets, for a period of up to one year, for the supply of packaged ice on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the Massachusetts Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to two years. Any amendment to or modification of any
provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Massachusetts Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Massachusetts Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.
K. Transition Services: At the option of Acquirer of the Massachusetts Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Massachusetts Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the Massachusetts Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the Massachusetts Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the Massachusetts Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the Massachusetts Divestiture Assets must not share any competitively sensitive information of Acquirer of the Massachusetts Divestiture Assets with any other employee of Defendants.
L. Non-Compete: For a period of one year following Massachusetts Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 2 to this Final Judgment.
M. No Customer Solicitation: For a period of three years following Massachusetts Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 2 to this Final Judgment;
provided, however,
that (1) Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the Massachusetts Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the Massachusetts Divestiture Assets and make it available to the United States for inspection upon request.
N. If any term of an agreement between Defendants and Acquirer of the Massachusetts Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.
VI. Divestiture of New York Divestiture Assets
A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the New York Divestiture Assets in a manner consistent with this Final Judgment to Natuzzi Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the New York Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.
B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the New York Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 3 to this Final Judgment to Acquirer of the New York Divestiture Assets within the deadlines set forth in Paragraph VI.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the New York Divestiture Assets and a contracting party.
C. Defendants must use best efforts to divest the New York Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the New York Divestiture Assets.
D. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire New York Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the New York Divestiture Assets can and will be used by Acquirer of the New York Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the New York Divestiture Assets will remedy the competitive harm alleged in the Complaint.
E. The divestiture of the New York Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.
F. The divestiture of the New York Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the New York Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the New York Divestiture Assets, to lower efficiency of Acquirer of the New York Divestiture Assets, or otherwise interfere in the ability of Acquirer of the New York Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.
G. In the event Defendants are attempting to divest the New York Divestiture Assets to an Acquirer other than Natuzzi Ice, Defendants promptly must make known, by usual and
customary means, the availability of the New York Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the New York Divestiture Assets that the New York Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the New York Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the New York Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.
H. Defendants must provide prospective Acquirers of the New York Divestiture Assets with (1) access to make inspections of the New York Divestiture Assets; and (2) access to all financial, operational, or other documents and information relating to the New York Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the New York Divestiture Assets, including on intangible property.
I. Defendants must warrant to Acquirer of the New York Divestiture Assets that (1) the New York Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the New York Divestiture Assets and (2) Defendants have disclosed all encumbrances on any part of the New York Divestiture Assets, including on intangible property.
J. Supply Contracts: At the option of Acquirer of the New York Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before New York Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the New York Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 3 to this Final Judgment, as determined by Acquirer of the New York Divestiture Assets, for a period of up to one year, on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the New York Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contract for the supply of packaged ice at cost for a total of up to two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the New York Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the New York Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.
K. Transition Services: At the option of Acquirer of the New York Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before New York Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the New York Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the New York Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the New York Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the New York Divestiture Assets must not share any competitively sensitive information of Acquirer of the New York Divestiture Assets with any other employee of Defendants.
L. Non-Compete: For a period of one year following New York Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 3 to this Final Judgment.
M. No Customer Solicitation: For a period of three years following New York Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 3 to this Final Judgment;
provided, however,
that (1) Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the New York Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the New York Divestiture Assets and make it available to the United States for inspection upon request.
N. If any term of an agreement between Defendants and Acquirer of the New York Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.
VII. Divestiture of Oregon Divestiture Assets
A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the Oregon Divestiture Assets in a manner consistent with this Final Judgment to Oregon Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the Oregon Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.
B. For all contracts, agreements, and customer relationships (or portions of
such contracts, agreements, and customer relationships) included in the Oregon Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 4 to this Final Judgment to Acquirer within the deadlines set forth in Paragraph VII.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the Oregon Divestiture Assets and a contracting party.
C. At the option of Acquirer of the Oregon Divestiture Assets, Defendants must grant Acquirer of the Oregon Divestiture Assets a rent-free and royalty-free right to use ISB Assets located at customer locations in Schedule 4 to this Final Judgment for a period of three years. At written request from Acquirer of the Oregon Divestiture Assets, Defendants must remove ISB Assets from any requested customer location within 30 calendar days or provide written confirmation to Acquirer of the Oregon Divestiture Assets to remove and dispose of ISB Assets.
D. Defendants must use best efforts to divest the Oregon Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Oregon Divestiture Assets.
E. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire Oregon Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Oregon Divestiture Assets can and will be used by Acquirer of the Oregon Divestiture Assets as part of a viable, ongoing business of manufacture and sale of packaged ice and that the divestiture to Acquirer of the Oregon Divestiture Assets will remedy the competitive harm alleged in the Complaint.
F. The divestiture of the Oregon Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.
G. The divestiture of the Oregon Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the Oregon Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the Oregon Divestiture Assets, to lower efficiency of Acquirer of the Oregon Divestiture Assets, or otherwise interfere in the ability of Acquirer of the Oregon Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.
H. In the event Defendants are attempting to divest the Oregon Divestiture Assets to an Acquirer other than Oregon Ice, Defendants promptly must make known, by usual and customary means, the availability of the Oregon Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Oregon Divestiture Assets that the Oregon Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the Oregon Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the Oregon Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.
I. Defendants must provide prospective Acquirers of the Oregon Divestiture Assets with (1) access to make inspections of the Oregon Divestiture Assets; and (2) access to all financial, operational, or other documents and information relating to the Oregon Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Oregon Divestiture Assets, including on intangible property.
J. Defendants must cooperate with and assist Acquirer of the Oregon Divestiture Assets in identifying and, at the option of Acquirer of the Oregon Divestiture Assets, hiring all Oregon Personnel, including:
1. Within 10 business days following the entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, Defendants must identify all Oregon Personnel to Acquirer of the Oregon Divestiture Assets and the United States, including by providing organization charts covering all Oregon Personnel.
2. Within 10 business days following receipt of a request by Acquirer of the Oregon Divestiture Assets, the United States, or the monitor, Defendants must provide to Acquirer of the Oregon Divestiture Assets, the United States, or the monitor additional information relating to Oregon Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer of the Oregon Divestiture Assets, the United States, or the monitor information relating to current and accrued compensation and benefits of Oregon Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the Oregon Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws.
3. At the request of Acquirer of the Oregon Divestiture Assets, Defendants must promptly make Oregon Personnel available for private interviews with Acquirer of the Oregon Divestiture Assets during normal business hours at a mutually agreeable location.
4. Defendants must not interfere with any effort by Acquirer of the Oregon Divestiture Assets to employ any Oregon Personnel. Interference includes offering to increase the compensation or improve the benefits of Oregon Personnel unless (a) the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to January 1, 2026 or (b) the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph VII.J.4. of this Final Judgment will expire 180 calendar days after Oregon Divestiture Date.
5. For Oregon Personnel who elect employment with Acquirer of the
Oregon Divestiture Assets within 180 calendar days of Oregon Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the Oregon Personnel (or to Acquirer of the Oregon Divestiture Assets for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer of the Oregon Divestiture Assets; vest any unvested pension and other equity rights; and provide all other benefits that those Oregon Personnel otherwise would have been provided had the Oregon Personnel continued employment with Defendants, including any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by Oregon Personnel of Defendants' proprietary non-public information that is unrelated to the Oregon Divestiture Assets and not otherwise required to be disclosed by this Final Judgment.
6. Non-Solicitation: For a period of six months from Oregon Divestiture Date, Defendants may not solicit to re-hire Oregon Personnel who were hired by Acquirer of the Oregon Divestiture Assets unless (a) an individual is terminated or laid off by Acquirer of the Oregon Divestiture Assets or (b) Acquirer of the Oregon Divestiture Assets agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph VII.J.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring Oregon Personnel who apply for an employment opening through a general solicitation or advertisement.
K. Defendants must warrant to Acquirer of the Oregon Divestiture Assets that (1) the Oregon Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the Oregon Divestiture Assets and (2) Defendants have disclosed all encumbrances on any part of the Oregon Divestiture Assets, including on intangible property.
L. Supply Contracts:
1. At the option of Acquirer of the Oregon Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Oregon Divestiture Date, Defendants must enter into a supply contract or contracts for parts for the maintenance of ISB Assets sufficient to meet the needs of Acquirer of the Oregon Divestiture Assets, as determined by Acquirer of the Oregon Divestiture Assets, for a period of up to three years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. At the option of Acquirer of the Oregon Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional two years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Oregon Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.
2. At the option of Acquirer of the Oregon Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Oregon Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the Oregon Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 4 to this Final Judgment, as determined by Acquirer of the Oregon Divestiture Assets, for a period of up to one year, on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the Oregon Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for the supply of packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to an additional two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Oregon Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.
M. Transition Services: At the option of Acquirer of the Oregon Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Oregon Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the Oregon Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the Oregon Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the Oregon Divestiture Assets must not share any competitively sensitive information of Acquirer of the Oregon Divestiture Assets with any other employee of Defendants.
N. Non-Compete: For a period of one year following Oregon Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 4 to this Final Judgment.
O. No Customer Solicitation: For a period of three years following Oregon Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 4
to this Final Judgment;
provided, however,
that (1) Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the Oregon Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the Oregon Divestiture Assets and make it available to the United States for inspection upon request.
P. If any term of an agreement between Defendants and Acquirer of the Oregon Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.
VIII. Divestiture of Washington Divestiture Assets
A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the Washington Divestiture Assets in a manner consistent with this Final Judgment to Columbia Basin Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the Washington Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.
B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the Washington Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 5 to this Final Judgment to Acquirer of the Washington Divestiture Assets within the deadlines set forth in Paragraph VIII.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the Washington Divestiture Assets and a contracting party.
C. At the option of Acquirer of the Washington Divestiture Assets, Defendants must grant Acquirer of the Washington Divestiture Assets a rent-free and royalty-free right to use ISB Assets located at customer locations in Schedule 5 to this Final Judgment for a period of three years. At written request from Acquirer of the Washington Divestiture Assets, Defendants must remove ISB Assets from any requested customer location within 30 calendar days or provide written confirmation to Acquirer of the Washington Divestiture Assets to remove and dispose of ISB Assets.
D. Defendants must use best efforts to divest the Washington Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Washington Divestiture Assets.
E. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire Washington Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Washington Divestiture Assets can and will be used by Acquirer of the Washington Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the Washington Divestiture Assets will remedy the competitive harm alleged in the Complaint.
F. The divestiture of the Washington Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.
G. The divestiture of the Washington Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the Washington Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the Washington Divestiture Assets, to lower efficiency of Acquirer of the Washington Divestiture Assets, or otherwise interfere in the ability of Acquirer of the Washington Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.
H. In the event Defendants are attempting to divest the Washington Divestiture Assets to an Acquirer other than Columbia Basin Ice, Defendants promptly must make known, by usual and customary means, the availability of the Washington Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Washington Divestiture Assets that the Washington Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the Washington Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the Washington Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.
I. Defendants must provide prospective Acquirers of the Washington Divestiture Assets with (1) access to make inspections of the Washington Divestiture Assets; (2) access to all environmental, zoning, and other permitting documents and information relating to the Washington Divestiture Assets; and (3) access to all financial, operational, or other documents and information relating to the Washington Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Washington Divestiture Assets, including on intangible property.
J. Defendants must cooperate with and assist Acquirer of the Washington Divestiture Assets in identifying and, at the option of Acquirer of the Washington Divestiture Assets, hiring all Washington Personnel, including:
1. Within 10 business days following the entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, Defendants must identify all Washington Personnel to Acquirer of the Washington Divestiture Assets and the United States, including by providing organization charts covering all Washington Personnel.
2. Within 10 business days following receipt of a request by Acquirer of the Washington Divestiture Assets, the United States, or the monitor, Defendants must provide to Acquirer of the Washington Divestiture Assets, the United States, or the monitor additional
information relating to Washington Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer of the Washington Divestiture Assets, the United States, and the monitor information relating to current and accrued compensation and benefits of Washington Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the Washington Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws.
3. At the request of Acquirer of the Washington Divestiture Assets, Defendants must promptly make Washington Personnel available for private interviews with Acquirer of the Washington Divestiture Assets during normal business hours at a mutually agreeable location.
4. Defendants must not interfere with any effort by Acquirer of the Washington Divestiture Assets to employ any Washington Personnel. Interference includes offering to increase the compensation or improve the benefits of Washington Personnel unless (a) the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to January 1, 2026, or (b) the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph VIII.J.4. of this Final Judgment will expire 180 calendar days after Washington Divestiture Date.
5. For Washington Personnel who elect employment with Acquirer of the Washington Divestiture Assets within 180 calendar days of Washington Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the Washington Personnel (or to Acquirer of the Washington Divestiture Assets for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer of the Washington Divestiture Assets; vest any unvested pension and other equity rights; and provide all other benefits that those Washington Personnel otherwise would have been provided had the Washington Personnel continued employment with Defendants, including any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by Washington Personnel of Defendants' proprietary non-public information that is unrelated to the Washington Divestiture Assets and not otherwise required to be disclosed by this Final Judgment.
6. Non-Solicitation: For a period of six months from Washington Divestiture Date, Defendants may not solicit to re-hire Washington Personnel who were hired by Acquirer of the Washington Divestiture Assets unless (a) an individual is terminated or laid off by Acquirer of the Washington Divestiture Assets or (b) Acquirer of the Washington Divestiture Assets agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph VIII.J.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring Washington Personnel who apply for an employment opening through a general solicitation or advertisement.
K. Defendants must warrant to Acquirer of the Washington Divestiture Assets that (1) the Washington Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the Washington Divestiture Assets; (2) there are no material defects in the environmental, zoning, or other permits relating to the operation of the Washington Divestiture Assets; and (3) Defendants have disclosed all encumbrances on any part of the Washington Divestiture Assets, including on intangible property. Following the sale of the Washington Divestiture Assets, Defendants must not undertake, directly or indirectly, challenges to the environmental, zoning, or other permits relating to the operation of the Washington Divestiture Assets.
L. Defendants must use best efforts to assist Acquirer of the Washington Divestiture Assets to obtain all necessary licenses, registrations, and permits to operate the Washington Divestiture Assets. Until Acquirer of the Washington Divestiture Assets obtains the necessary licenses, registrations, and permits, Defendants must provide Acquirer of the Washington Divesture Assets with the benefit of Defendants' licenses, registrations, and permits to the full extent permissible by law.
M. Supply Contracts:
1. At the option of Acquirer of the Washington Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Washington Divestiture Date, Defendants must enter into a supply contract or contracts for parts for the maintenance of ISB Assets sufficient to meet the needs of Acquirer of the Washington Divestiture Assets, as determined by Acquirer of the Washington Divestiture, for a period of up to three years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. At the option of Acquirer of the Washington Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional two years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Washington Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Washington Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.
2. At the option of Acquirer of the Washington Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Washington Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the Washington Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 5 to this Final Judgment, as determined by Acquirer of the Washington Divestiture, for a period of up to one year, for the supply of packaged ice on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the Washington Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter
into one or more extensions of any such contracts for the supply of packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to an additional two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Washington Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Washington Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.
N. Transition Services: At the option of Acquirer of the Washington Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Washington Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the Washington Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the Washington Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the Washington Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the Washington Divestiture Assets must not share any competitively sensitive information of Acquirer of the Divestiture Assets with any other employee of Defendants.
O. Non-Compete: For a period of one year following Washington Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 5 to this Final Judgment.
P. No Customer Solicitation: For a period of three years following Washington Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 5 to this Final Judgment;
provided, however,
that (1) Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the Washington Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the Washington Divestiture Assets and make it available to the United States for inspection upon request.
Q. If any term of an agreement between Defendants and Acquirer of the Washington Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.
IX. Appointment of Divestiture Trustee
A. If Defendants have not divested all of the Divestiture Assets within the periods specified in Paragraphs IV.A., V.A., VI.A., VII.A., and VIII.A. of this Final Judgment, Defendants must immediately notify the United States of that fact in writing. Upon application of the United States, which Defendants may not oppose, the Court will appoint a divestiture trustee selected by the United States and approved by the Court to effect the divestiture of any of the Divestiture Assets that have not been sold during the time periods specified in Paragraphs IV.A., V.A., VI.A., VII.A., and VIII.A. of this Final Judgment.
B. After the appointment of a divestiture trustee by the Court, only the divestiture trustee will have the right to sell those Divestiture Assets that the divestiture trustee has been appointed to sell. The divestiture trustee will have the power and authority to accomplish the divestitures to an Acquirer or Acquirers acceptable to the United States, in its sole discretion, at a price and on terms obtainable through reasonable effort by the divestiture trustee, subject to the provisions of Sections IV, V, VI, VII, and VIII of this Final Judgment, and will have other powers as the Court deems appropriate. The divestiture trustee must sell the Divestiture Assets as quickly as possible.
C. Defendants may not object to a sale by the divestiture trustee on any ground other than malfeasance by the divestiture trustee. Objections by Defendants must be conveyed in writing to the United States and the divestiture trustee within 10 calendar days after the divestiture trustee has provided the notice of proposed divestiture required by Section X in this Final Judgment.
D. The divestiture trustee will serve at the cost and expense of Defendants pursuant to a written agreement, on terms and conditions, including confidentiality requirements and conflict of interest certifications, approved by the United States in its sole discretion.
E. The divestiture trustee may hire at the cost and expense of Defendants any agents or consultants, including investment bankers, attorneys, and accountants, that are reasonably necessary in the divestiture trustee's judgment to assist with the divestiture trustee's duties. These agents or consultants will be accountable solely to the divestiture trustee and will serve on terms and conditions, including confidentiality requirements and conflict-of-interest certifications, approved by the United States in its sole discretion.
F. The compensation of the divestiture trustee and agents or consultants hired by the divestiture trustee must be reasonable in light of the value of the Divestiture Assets and based on a fee arrangement that provides the divestiture trustee with incentives based on the price and terms of the divestiture and the speed with which it is accomplished. If the divestiture trustee and Defendants are unable to reach agreement on the divestiture trustee's compensation or other terms and conditions of engagement within 14 calendar days of the appointment of the divestiture trustee by the Court, the United States, in its sole discretion, may take appropriate action, including by making
a recommendation to the Court. Within three business days of hiring an agent or consultant, the divestiture trustee must provide written notice of the hiring and rate of compensation to Defendants and the United States.
G. The divestiture trustee must account for all monies derived from the sale of the Divestiture Assets by the divestiture trustee and all costs and expenses incurred. Within 30 calendar days of the Divestiture Date, the divestiture trustee must submit that accounting to the Court for approval. After approval by the Court of the divestiture trustee's accounting, including fees for unpaid services and those of agents or consultants hired by the divestiture trustee, all remaining money must be paid to Defendants, and the trust will then be terminated.
H. Defendants must use best efforts to assist the divestiture trustee to accomplish the required divestitures. Subject to reasonable protection for trade secrets, other confidential research, development, or commercial information, or any applicable privileges, Defendants must provide the divestiture trustee and agents or consultants retained by the divestiture trustee with full and complete access to all personnel, books, records, and facilities of the Divestiture Assets. Defendants also must provide or develop financial and other information relevant to the Divestiture Assets that the divestiture trustee may reasonably request. Defendants must not take any action to interfere with or to impede the divestiture trustee's accomplishment of the divestitures.
I. The divestiture trustee must maintain complete records of all efforts made to sell the Divestiture Assets, including by filing monthly reports with the United States setting forth the divestiture trustee's efforts to accomplish the divestitures ordered by this Final Judgment. The reports must include the name, address, and telephone number of each person who, during the preceding month, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring any interest in the Divestiture Assets and must describe in detail each contact.
J. If the divestiture trustee has not accomplished the divestitures ordered by this Final Judgment within 180 calendar days of appointment, the divestiture trustee must promptly provide the United States with a report setting forth: (1) the divestiture trustee's efforts to accomplish the required divestitures; (2) the reasons, in the divestiture trustee's judgment, why the required divestitures have not been accomplished; and (3) the divestiture trustee's recommendations for completing the divestitures. Following receipt of that report, the United States may make additional recommendations to the Court. The Court thereafter may enter such orders as it deems appropriate to carry out the purpose of this Final Judgment, which may include extending the trust and the term of the divestiture trustee's appointment by a period requested by the United States.
K. The divestiture trustee will serve until divestiture of all Divestiture Assets is completed or for a term otherwise ordered by the Court.
L. If the United States determines that the divestiture trustee is not acting diligently or in a reasonably cost-effective manner, the United States may recommend that the Court appoint a substitute divestiture trustee.
X. Notice of Proposed Divestiture
A. Within two business days following execution of a definitive divestiture agreement with an Acquirer other than Columbia Basin Ice for the Washington Divestiture Assets, Dee Zee Ice for the Massachusetts Divestiture Assets, Natuzzi Ice for the New York Divestiture Assets, Oregon Ice for the Oregon Divestiture Assets, or San Diego Ice for the California Divestiture Assets, Defendants or the divestiture trustee, whichever is then responsible for effecting the divestitures, must notify the United States of the proposed divestiture. If the divestiture trustee is responsible for completing the divestiture, the divestiture trustee also must notify Defendants. The notice must set forth the details of the proposed divestiture and list the name, address, and telephone number of each person not previously identified who offered or expressed an interest in or desire to acquire any ownership interest in the Divestiture Assets.
B. After receipt by the United States of the notice required by Paragraph X.A. of this Final Judgment, the United States may make one or more requests to Defendants or the divestiture trustee for additional information concerning the proposed divestiture, the proposed Acquirers, and other prospective Acquirers. Defendants and the divestiture trustee must furnish any additional information requested within 15 calendar days of the receipt of each request unless the United States provides written agreement to a different period.
C. Within 45 calendar days after receipt of the notice required by Paragraph X.A. of this Final Judgment or within 20 calendar days after the United States has been provided the additional information requested pursuant to Paragraph X.B. of this Final Judgment, whichever is later, the United States will provide written notice to Defendants and any divestiture trustee that states whether the United States, in its sole discretion, objects to any proposed Acquirer or any other aspect of the proposed divestitures. Without written notice that the United States does not object, a divestiture may not be consummated. If the United States provides written notice that it does not object, the divestiture may be consummated, subject only to Defendants' limited right to object to the sale under Paragraph IX.C. of this Final Judgment. Upon objection by Defendants pursuant to Paragraph IX.C. of this Final Judgment, a divestiture by the divestiture trustee may not be consummated unless approved by the Court.
XI. Financing
Defendants may not finance all or any part of any Acquirer's purchase of all or part of the Divestiture Assets.
XII. Asset Preservation/Hold Separate Obligations
Defendants must take all steps necessary to comply with the Asset Preservation/Hold Separate Stipulation and Order entered by the Court.
XIII. Affidavits
A. Within 20 calendar days of entry of the Asset Preservation/Hold Separate Stipulation and Order, and every 30 calendar days thereafter until the divestitures required by this Final Judgment have been completed, each Defendant must deliver to the United States an affidavit, signed by each Defendant's Chief Financial Officer and General Counsel (for Arctic Glacier) or Corporate Counsel (for Reddy Ice), describing in reasonable detail the fact and manner of that Defendant's compliance with this Final Judgment. The United States, in its sole discretion, may approve different signatories for the affidavits.
B. In the event Defendants are attempting to divest the Divestiture Assets to an Acquirer other than Columbia Basin Ice for the Washington Divestiture Assets, Dee Zee Ice for the Massachusetts Divestiture Assets, Natuzzi Ice for the New York Divestiture Assets, Oregon Ice for the Oregon Divestiture Assets, or San Diego Ice for the California Divestiture Assets, each affidavit required by Paragraph XIII.A. of this Final Judgment must include: (1) the name, address, and telephone number of each person who, during the
preceding 30 calendar days, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, an interest in the Divestiture Assets and describe in detail each contact with such persons during that period; (2) a description of the efforts Defendants have taken to solicit buyers for and complete the sale of the Divestiture Assets and to provide required information to prospective Acquirers; and (3) a description of any limitations placed by Defendants on information provided to prospective Acquirers. Objection by the United States to information provided by Defendants to prospective Acquirers must be made within 14 calendar days of receipt of the affidavit, except that the United States may object at any time if the information set forth in the affidavit is not true or complete.
C. Defendants must keep all records of any efforts made to divest the Divestiture Assets until one year after the Divestiture Date.
D. Within 20 calendar days of entry of the Asset Preservation/Hold Separate Stipulation and Order, each Defendant must deliver to the United States an affidavit signed by each Defendant's Chief Financial Officer and General Counsel (for Arctic Glacier) or Corporate Counsel (for Reddy Ice) that describes in reasonable detail all actions that Defendant has taken and all steps that Defendant has implemented on an ongoing basis to comply with Section XII of this Final Judgment. The United States, in its sole discretion, may approve different signatories for the affidavits.
E. If a Defendant makes any changes to actions and steps described in affidavits provided pursuant to Paragraph XIII.D. of this Final Judgment, the Defendant must, within 15 calendar days after any change is implemented, deliver to the United States an affidavit describing those changes.
F. Defendants must keep all records of any efforts made to comply with Section XII of this Final Judgment until one year after the Divestiture Date.
XIV. Appointment of Monitor
A. Upon application of the United States, which Defendants may not oppose, the Court will appoint a monitor selected by the United States in its sole discretion and approved by the Court. Defendants may propose three monitor candidates to the United States. Once approved, the court-appointed monitor should be considered by the United States and Defendants to be an arm and representative of the Court.
B. The monitor will have the power and authority to monitor Defendants' compliance with the terms of this Final Judgment and the Asset Preservation/Hold Separate Stipulation and Order entered by the Court and will have other powers as the Court deems appropriate. The monitor will have no responsibility or obligation for the operation of the Divestiture Assets or the operation of Defendants' businesses. No attorney-client relationship will be formed between Defendants and the monitor.
C. The monitor will have the authority to take such steps as, in the judgment of the monitor and the United States, may be necessary to accomplish the monitor's responsibilities. The monitor may seek information from Defendants' personnel, including in-house counsel, compliance personnel, and internal auditors. Defendants must establish a policy, annually communicated to all employees, that employees may disclose any information to the monitor without reprisal for such disclosure. Defendants must not retaliate against any employee or third party for disclosing information to the monitor.
D. Defendants may not object to actions taken by the monitor in fulfillment of the monitor's responsibilities under any Order of the Court on any ground other than malfeasance by the monitor. Disagreements between the monitor and Defendants related to the scope of the monitor's responsibilities do not constitute malfeasance. Objections by Defendants must be conveyed in writing to the United States and the monitor within 20 calendar days of the monitor's action that gives rise to Defendants' objection, or the objection is waived.
E. The monitor will serve at the cost and expense of Defendants pursuant to a written agreement, on terms and conditions, including confidentiality requirements and conflict of interest certifications, approved by the United States in its sole discretion. If the monitor and Defendants are unable to reach such a written agreement within 14 calendar days of the Court's appointment of the monitor, or if the United States, in its sole discretion, declines to approve the proposed written agreement, the United States, in its sole discretion, may take appropriate action, including making a recommendation to the Court, which may set the terms and conditions for the monitor's work, including compensation, costs, and expenses.
F. The monitor may hire, at the cost and expense of Defendants, any agents and consultants, including investment bankers, attorneys, and accountants, that are reasonably necessary in the monitor's judgment to assist with the monitor's duties. These agents or consultants will be directed by and solely accountable to the monitor and will serve on terms and conditions, including confidentiality requirements and conflict-of-interest certifications, approved by the United States in its sole discretion. Within three business days of hiring any agents or consultants, the monitor must provide written notice of the hiring and the rate of compensation to Defendants and the United States.
G. The compensation of the monitor and agents or consultants retained by the monitor must be on reasonable and customary terms commensurate with the individuals' experience and responsibilities.
H. The monitor must account for all costs and expenses incurred.
I. Defendants' failure to promptly pay the monitor's accounted-for costs and expenses, including for agents and consultants, will constitute a violation of this Final Judgment and may result in sanctions ordered by the Court. If Defendants make a timely objection in writing to the United States to any part of the monitor's accounted-for costs and expenses, Defendants must establish an escrow account into which Defendants must pay the disputed costs and expenses until the dispute is resolved.
J. Defendants must use best efforts to cooperate fully with the monitor and to assist the monitor to monitor Defendants' compliance with their obligations under this Final Judgment and the Asset Preservation/Hold Separate Stipulation and Order. Subject to reasonable protection for trade secrets, other confidential research, development, or commercial information, or any applicable privileges, Defendants must provide the monitor and agents or consultants retained by the monitor with full and complete access to all personnel (current and former), agents, consultants, books, records, and facilities. Defendants may not take any action to interfere with or to impede accomplishment of the monitor's responsibilities.
K. The monitor must investigate and report on Defendants' compliance with this Final Judgment and the Asset Preservation/Hold Separate Stipulation and Order, including Defendants' compliance with the supply contracts provisions in Paragraphs IV.L., V.J., VI.J., VII.L., and VIII.M. of this Final Judgment; the transition services provisions in Paragraphs IV.M., V.K., VI.K., VII.M., and VIII.N. of this Final Judgment; the non-compete provisions in Paragraphs IV.N., V.L., VI.L., VII.N.,
and VIII.O. of this Final Judgment; the non-solicitation provisions in Paragraphs IV.O., V.M., VI.M., VII.O., and VIII.P. of this Final Judgment; and the Antitrust Compliance program Training in Section XV of this Final Judgment. The monitor must provide periodic reports to the United States setting forth Defendants' efforts to comply with their obligations under this Final Judgment and under the Asset Preservation/Hold Separate Stipulation and Order. The United States, in its sole discretion, will set the frequency of the monitor's reports, but, at minimum, the monitor must provide reports every 90 calendar days.
L. Within 30 calendar days after appointment of the monitor by the Court, and on a yearly basis thereafter, the monitor must provide to the United States and Defendants a proposed written work plan consistent with the monitor's responsibilities as set forth in this Section XIV. Defendants may provide comments on the proposed written work plan to the United States and the monitor within 14 calendar days after receipt, after which the monitor must produce a final work plan to the United States and Defendants, for approval by the United States in its sole discretion. Any disputes between Defendants and the monitor with respect to any written work plan will be decided by the United States in its sole discretion. The United States retains the right, in its sole discretion, to require changes or additions to a work plan at any time.
M. The monitor may communicate
ex parte
with the Court when, in the monitor's judgment, such communication is reasonably necessary to the monitor's duties under this Final Judgment, including if Defendants fail to pay the monitor's costs and expenses in a timely manner or otherwise violate this Final Judgment.
N. The monitor will serve until 90 calendar days after the terms of all supply contracts or non-solicitation requirements required by this Final Judgment have expired, whichever is later, unless the United States, in its sole discretion, determines a different period is appropriate.
O. If the United States determines that the monitor is not acting diligently or in a reasonably cost-effective manner, or if the monitor resigns or becomes unable to accomplish the monitor's duties, the United States may recommend that the Court appoint a substitute.
XV. Antitrust Compliance Training
Within 90 calendar days of entry of this Final Judgment, and on an annual basis thereafter for the duration of this Final Judgment, Defendant Reddy Ice must conduct an antitrust compliance training in a form and content devised by Defendant Reddy Ice and approved by the United States in its sole discretion on (i) the meaning and requirements of this Final Judgment and the Asset Preservation/Hold Separate Stipulation and Order, and (ii) compliance with federal and applicable state antitrust laws and guidelines. Defendant Reddy Ice must provide such training to (i) Defendant Reddy Ice's corporate leadership (including Defendant Reddy Ice's President, Chief Executive Officer, Chief Financial Officer, and Chief Commercial Officer, or their corporate equivalents, and their direct reports and (ii) all employees of Defendant Reddy Ice who communicate in any way with other manufacturers, suppliers, or distributors of packaged ice. The Chief Legal Officer of Defendant Reddy Ice must submit an affidavit certifying compliance with this training requirement within 370 calendar days of entry of this Final Judgment and on an annual basis thereafter for the duration of this Final Judgment. The United States, in its sole discretion, may approve a different signatory for the affidavit.
XVI. Compliance Inspection
A. For the purposes of determining or securing compliance with this Final Judgment or of related orders such as the Asset Preservation/Hold Separate Stipulation and Order or of determining whether this Final Judgment should be modified or vacated, upon the written request of an authorized representative of the Assistant Attorney General for the Antitrust Division and reasonable notice to Defendants, Defendants must permit, from time to time and subject to legally recognized privileges, authorized representatives, including agents retained by the United States:
1. to have access during Defendants' business hours to inspect and copy, or at the option of the United States, to require Defendants to provide electronic copies of all books, ledgers, accounts, records, data, and documents, wherever located, in the possession, custody, or control of Defendants relating to any matters contained in this Final Judgment; and
2. to interview, either informally or on the record, Defendants' officers, employees, or agents, wherever located, who may have their individual counsel present, relating to any matters contained in this Final Judgment. The interviews must be subject to the reasonable convenience of the interviewee and without restraint or interference by Defendants.
B. Upon the written request of an authorized representative of the Assistant Attorney General for the Antitrust Division, Defendants must submit written reports or respond to written interrogatories, under oath if requested, relating to any matters contained in this Final Judgment.
XVII. Notification
A. Unless a transaction is otherwise subject to the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. 18a (the “HSR Act”), Defendants may not, without first providing at least 30 calendar days advance notification to the United States, directly or indirectly acquire any assets of or any interest in, including a financial, security, loan, equity, or management interest, an entity valued at 15% of the HSR Act's “size of transaction” threshold (as adjusted annually) or greater that is involved in the manufacture or sale of packaged ice in Oregon; Washington; Imperial County, Los Angeles County, Orange County, Riverside County, San Bernardino County, or San Diego County in California; to, or within 50 miles of, customers located at Newark Liberty International Airport, John F. Kennedy International Airport, LaGuardia Airport, or Boston Logan International Airport; during the five-year period following entry of this Final Judgment.
B. Defendants must provide the notification required by Section XVII of this Final Judgment in the same format as, and in accordance with the instructions relating to, the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations, as amended, except that the information requested in the Additional Information section must be provided only about the manufacture or sale of packaged ice.
C. Notification must include, beyond the information required by the instructions, the names of the principal representatives who negotiated the transaction on behalf of each party, and all management or strategic plans discussing the proposed transaction. If, within the 30 calendar days following notification, representatives of the United States make a written request for additional information, Defendants may not consummate the proposed transaction until 30 calendar days after submitting all requested information.
D. Early termination of the waiting periods set forth in Section XVII of this Final Judgment may be requested and, where appropriate, granted in the same manner as is applicable under the
requirements and provisions of the HSR Act and rules promulgated thereunder. Section XVII of this Final Judgment must be broadly construed, and any ambiguity or uncertainty relating to whether to file a notice under Section XVII of this Final Judgment must be resolved in favor of filing notice.
XVIII. No Reacquisition and Limitations on Acquisitions, Joint Ventures, Partnerships, and Collaborations
A. Defendants may not reacquire any part of or any interest in the Divestiture Assets during the term of this Final Judgment without prior written authorization of the United States in its sole discretion. In addition, during the term of this Final Judgment, Defendants may not, without the prior written authorization of the United States in its sole discretion, acquire any part of or any interest in any Acquirer.
B. During the term of this Final Judgment, Defendants may not enter into a new joint venture, partnership, or collaboration, including any distribution or co-packing agreement, with any Acquirer, except that after five years from the date of entry of this Final Judgment, the United States may, in its sole discretion, permit Defendants to enter into distribution or co-packing agreements with Acquirers. Further, the United States may, in its sole discretion, approve distribution or co-packing agreements between Defendants and Acquirers even during the period when such agreements are prohibited by this Final Judgment.
XIX. Public Disclosure
A. No information or documents obtained pursuant to any provision in this Final Judgment, including reports the monitor provides to the United States pursuant to Paragraphs XIV.K. and XIV.L. of this Final Judgment, may be divulged by the United States or the monitor to any person other than an authorized representative of the executive branch of the United States, except in the course of legal proceedings to which the United States is a party, including grand-jury proceedings, for the purpose of evaluating a proposed Acquirer or securing compliance with this Final Judgment, or as otherwise required by law.
B. In the event that the monitor receives a subpoena, court order, or other court process seeking or requiring production of information or documents obtained pursuant to any provision in this Final Judgment, including reports the monitor provides to the United States pursuant to Paragraphs XIV.K. and XIV.L. of this Final Judgment, the monitor must notify the United States and Defendants immediately and prior to any disclosure, so that Defendants may address such potential disclosure and, if necessary, pursue alternative legal remedies, including if deemed appropriate by Defendants, intervention in the relevant proceedings.
C. In the event of a request by a third party, pursuant to the Freedom of Information Act, 5 U.S.C. 552, for disclosure of information obtained pursuant to any provision of this Final Judgment, the United States will act in accordance with that statute and the Department of Justice regulations at 28 CFR part 16, including the provision on confidential commercial information at 28 CFR 16.7. Defendants submitting information to the Antitrust Division should designate the confidential commercial information portions of all applicable documents and information under 28 CFR 16.7. Designations of confidentiality expire 10 years after submission, “unless the submitter requests and provides justification for a longer designation period.”
See
28 CFR 16.7(b).
D. If at the time that Defendants furnish information or documents to the United States pursuant to any provision of this Final Judgment, Defendants represent and identify in writing information or documents for which a claim of protection may be asserted under Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure, and Defendants mark each pertinent page of such material, “Subject to claim of protection under Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure,” the United States must give Defendants 10 calendar days notice before divulging the material in any legal proceeding (other than a grand jury proceeding).
XX. Retention of Jurisdiction
The Court retains jurisdiction to enable any party to this Final Judgment to apply to the Court at any time for further orders and directions as may be necessary or appropriate to carry out or construe this Final Judgment, to modify any of its provisions, to enforce compliance, and to punish violations of its provisions.
XXI. Enforcement of Final Judgment
A. If at any time during the five-year period following entry of this Final Judgment, the United States determines in its sole discretion that the Final Judgment has failed to fully redress the violations alleged in the Complaint, then the United States may re-open this proceeding to seek additional relief, including divestiture of additional assets. Such additional relief may be ordered by this Court upon a finding by a preponderance of the evidence that there is a reasonable probability that the proposed Final Judgment did not fully redress the violations alleged in the Complaint.
B. The United States retains and reserves all rights to enforce the provisions of this Final Judgment, including the right to seek an order of contempt from the Court. In a civil contempt action, a motion to show cause, or a similar action brought by the United States relating to an alleged violation of this Final Judgment, the United States may establish a violation of this Final Judgment and the appropriateness of a remedy therefor by a preponderance of the evidence, and Defendants waive any argument that a different standard of proof should apply.
C. This Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore the competition the United States alleges was harmed by the challenged conduct. Defendants may be held in contempt of, and the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter.
D. In an enforcement proceeding in which the Court finds that Defendants have violated this Final Judgment, the United States may apply to the Court for an extension of this Final Judgment, together with other relief that may be appropriate. In connection with a successful effort by the United States to enforce this Final Judgment against a Defendant, whether litigated or resolved before litigation, that Defendant must reimburse the United States for the fees and expenses of its attorneys, as well as all other costs including experts' fees, incurred in connection with that effort to enforce this Final Judgment, including during the investigation of the potential violation.
E. For a period of four years following the expiration of this Final Judgment, if the United States has evidence that a Defendant violated this Final Judgment before it expired, the United States may file an action against that Defendant in this Court requesting that the Court order: (1) Defendant to comply with the terms of this Final Judgment for an additional term of at least four years following the filing of the enforcement
action; (2) all appropriate contempt remedies; (3) additional relief needed to ensure the Defendant complies with the terms of this Final Judgment; and (4) fees or expenses as called for by Section XXI of this Final Judgment.
XXII. Expiration of Final Judgment
Unless the Court grants an extension, this Final Judgment will expire 10 years from the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon notice by the United States to the Court and Defendants that the divestitures have been completed and continuation of this Final Judgment is no longer necessary or in the public interest.
XXIII. Public Interest Determination
Entry of this Final Judgment is in the public interest. The parties have complied with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. 16, including by making available to the public copies of this Final Judgment and the Competitive Impact Statement, public comments thereon, and any response to comments by the United States. Based upon the record before the Court, which includes the Competitive Impact Statement and, if applicable, any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest.
Date:
[Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C. 16]
United States District Judge
Schedule 1
Customer name
Address
24 SEVEN-BRAWLEY
300 A Street, Brawley, CA.
7-11 #21028 EL CENTRO
1485 Ocotillo Drive, El Centro, CA.
7-11 #21836 EL CENTRO
2050 S 4th Street, El Centro, CA.
7-11 #22906
211 Fifth Street, Holtville, CA.
7-11 #23229 BRAWLEY
184 W Main Street, Brawley, CA.
7-11 #23409
904 S Imperial Avenue, Calexico, CA.
7-11 #24811
815 Adams Avenue, El Centro, CA.
7-11 #26684
485 E Main Street, El Centro, CA.
7-11 #32300
168 E Cole Boulevard, Suite 15, Calexico, CA.
7-11 #34656
113 Rockwood Avenue, Calexico, CA.
7-11 #36027
1101 Andrade Avenue, Calexico, CA.
7-11 #38661
555 Imperial Avenue, El Centro, CA.
9 Palms FLC INC
555 Cesar Chavez Boulevard, Calexico, CA.
ADVANCE SERVICE INC
1025 Heber Avenue, Heber, CA.
Agrow Labor Service
2194 Barbara Worth Road, Holtville, CA.
ALL VALLEY FENCE & SUPPLY INC
164 N O Street, Imperial, CA.
Amazon AMXL—HFA2
3523 S Northpointe Drive, Fresno, CA.
Amazon AMXL—HLA2
21420 Needham Ranch Parkway, Santa Clarita, CA.
Amazon AMXL—HLA4
4375 N Perris Boulevard, Perris, CA.
Amazon AMXL—HLX1
14300 Alton Parkway, Irvine, CA.
Amazon AMXL—HSD2
8150 Airway Road, San Diego, CA.
Amazon AMZL—DAX3
20730 Prairie Street, Chatsworth, CA.
Amazon AMZL—DAX7
9350 Rayo Avenue, South Gate, CA.
Amazon AMZL—DAX8
600 W Technology Drive, Palmdale, CA.
Amazon AMZL—DCW8
3600 Wilson Road, Bakersfield, CA.
Amazon AMZL—DCX2
25725 Jeronimo Road, Mission Viejo, CA.
Amazon AMZL—DCX7
990 Francisco Street, Torrance, CA.
Amazon AMZL—DCX8
1256 N Magnolia Avenue, Anaheim, CA.
Amazon AMZL—DDO6
2751 Skypark Drive, Torrance, CA.
Amazon AMZL—DFX3
9785 Bellanca Avenue, Los Angeles, CA.
Amazon AMZL—DFX4
15272 Bear Valley Road, Victorville, CA.
Amazon AMZL—DFX9
14952 Bolsa Chica Street, Huntington Beach, CA.
Amazon AMZL—DIB5
860 Harold Place, Chula Vista, CA.
Amazon AMZL—DIB6
1895 Marigold Avenue, Redlands, CA.
Amazon AMZL—DIB7
2311 Boswell Road, Chula Vista, CA.
Amazon AMZL—DJT6
20920 Krameria Avenue, Riverside, CA.
Amazon AMZL—DJW8
35750 Date Palm Drive, Cathedral City, CA.
Amazon AMZL—DLX1
11811 Florence Avenue, Santa Fe Springs, CA.
Amazon AMZL—DLX5
4841 W San Fernando Road, Los Angeles, CA.
Amazon AMZL—DLX7
6450 Katella Avenue, Cypress, CA.
Amazon AMZL—DLX8
515 E Dyer Road, Santa Ana, CA.
Amazon AMZL—DLX9
5750 Mesmer Avenue, Culver City, CA.
Amazon AMZL—DOT4
3001 Mission Oaks Boulevard, Camarillo, CA.
Amazon AMZL—DPS2
400 National Way, Simi Valley, CA.
Amazon AMZL—DPS5
28820 W Chase, Valencia, CA.
Amazon AMZL—DPS6
1757 Tapo Canyon Road, Simi Valley, CA.
Amazon AMZL—DSD1
16550 Via Esprillo, San Diego, CA.
Amazon AMZL—DSD4
5650 Kearny Mesa Road, San Diego, CA.
Amazon AMZL—DSD5
3250 Business Park Drive, Vista, CA.
Amazon AMZL—DSD8
14400 Kirkham Way, #1450, Poway, CA.
Amazon AMZL—DSJ5
5440 E Olive Avenue, Fresno, CA.
Amazon AMZL—DUR1
2815 N Hollywood Way, Burbank, CA.
Amazon AMZL—DUR9
27711 Diaz Road, Temecula, CA.
Amazon AMZL—DXC3
3370 E La Palma Avenue, Anaheim, CA.
AM-PM #5276 CALEX
1025 Kloke Avenue, Calexico, CA.
API GATEWAY
430 Pan American Street, Calexico, CA.
AXIS MSO #6844
960 N Imperial Avenue, El Centro, CA.
AXIS MSO #6846
201 W Main Street, Brawley, CA.
B Food Mart
610 S Brawley Avenue, Brawley, CA.
Baja Shaved Ice
2313 Ashton Court, Imperial, CA.
BARKLEY SEED INC
105 W Carey Road, Brawley, CA.
BEE SWEET CITRUS 3 FLAGS RANCH
4300 W Highway 86, Borrego Springs, CA.
BEE SWEET CITRUS 4 DEL MAR
5980 Poe Road, Brawley, CA.
Big Wormz Catering
1014 Ash Street, Brawley, CA.
Black Dog Farms
860 W 6th Street, Holtville, CA.
Blackman Plumbing Inc
542 Industry Way, Imperial, CA.
BOConcrete
568 W Murphy Road, Imperial, CA.
BOLTHOUSE FARMS, INC
Lack Road, Westmorland, CA.
Brawley Ace Hardware
415 W Main Street, Brawley, CA.
BRAWLEY LIQUOR
1045 Main Street, Brawley, CA.
Brawley Meat Market
596 G Street, Brawley, CA.
BRAWLEY SCHOOL DIST
216 W D Street, Brawley, CA.
Brawley Youth Football
225 A Street, Brawley, CA.
Britschgi Farms
1595 Ferguson Road, Holtville, CA.
BULL ENTERPRISES INC
1701 Bowker Road, El Centro, CA.
C&G FARMS INC
2216 P.O. Box, Gonzales, CA.
CALIFORNIA FRUIT DELITE
646 S 1st Street, El Centro, CA.
California Market #1
127 E 2nd Street, Calexico, CA.
CALIFORNIA SUPER MARKET
601 S Imperial Avenue, Calexico, CA.
CAMEIRO HEIFER RANCH
195 W Carey Road, Brawley, CA.
CB STOP
1498 Cole Boulevard, Calexico, CA.
CENTRAL IMPLEMENTS
950 S Dogwood Road, El Centro, CA.
CERRUDO SERVICES
250 W Commercial, El Centro, CA.
CHEVAL FARM
346 Larsen Road, Imperial, CA.
CHIRP FARMS INC
3805 Wiest Road, Brawley, CA.
Circle K Franchise #2655800
610 S Brawley Avenue, Brawley, CA.
CITY OF BRAWLEY—PUBLIC WORKS
180 S Western Avenue, Brawley, CA.
CITY OF BRAWLEY—WASTEWATER PLANT
5015 N Best Avenue, Brawley, CA.
CITY OF BRAWLEY—WATER DISTRIBUTION
760 Willard Avenue, Brawley, CA.
City of Brawley—Parks & Rec
180 S Western Avenue, Brawley, CA.
CLAIREMONT EQUIPMENT
440 W Aten Road, Imperial, CA.
ConEdison Development
394 Rockwood Road, Calexico, CA.
COPPEL CORPORATION
503 Scaroni Avenue, Calexico, CA.
CR&R INCORPORATED
599 E Main Street, El Centro, CA.
CROWN CITRUS COMPANY
407 W Industrial Avenue, Calipatria, CA.
Cultiver, LLC
1496 Lyons Road, Calexico, CA.
DEL SOL MARKET
402 E 5th Street, Holtville, CA.
DESERT PROPERTIES
429 W Main Street, El Centro, CA.
DESERT TRAILS RV PARK
225 Wake Avenue, El Centro, CA.
DFAS-CO W SVC CNTR COMM ACCTS
1415 Ross Avenue, El Centro, CA.
Dnata—LAX
291 Coral Circle, El Segundo, CA.
DOLLAR GENERAL #14455
550 N Imperial Avenue, El Centro, CA.
DoorDash SND-1
1022 W Morena Boulevard, Suites F&G, San Diego, CA.
DOUBLE M RANCHES INC
4554 Brandt Road, Brawley, CA.
EFR ENVIRONMENTAL SERVICE
3390 Dogwood Road, Brawley, CA.
El Centro Ace Hardware
1041 N Imperial Avenue, El Centro, CA.
El Centro Liquor
401 W State Street, El Centro, CA.
El Glacier Shaved Ice
1532 W Orange Avenue, El Centro, CA.
EL SOL MARKET #5
658 Main Street, Brawley, CA.
EL TORO EXPORT LLC
1407 S La Brucherie Road, El Centro, CA.
EMPIRE MACHINERY
3393 US Highway 86, Imperial, CA.
ENSIENT DEHYDRATED FLAVORS CO
1048 Taecker Road, Brawley, CA.
Escalera Stack King Inc
1534 A Street, Brawley, CA.
EUCLID MARKET
603 W Euclid Avenue, El Centro, CA.
FAMILY DOLLAR RI BOX #10238
1400 Main Street, Brawley, CA.
FAMILY DOLLAR RI BOX #10434
308 W 5th Street, Holtville, CA.
FAMILY DOLLAR RI BOX #9258
1111 S 4th Street, El Centro, CA.
Farm Aviation
1053 N Eastern Ave, Brawley, CA.
FEDERAL EXPRESS
2451 Access Way, Imperial, CA.
FIRST CHRISTIAN CHURCH
450 S Waterman Avenue, El Centro, CA.
FLAVOR FACTORY
900 W Birch Street, Calexico, CA.
FOOD 4 LESS—KROGER #774
2420 Cottonwood Drive, El Centro, CA.
FOOD 4 LESS—KROGER #781
109 W Birch Street, Calexico, CA.
FREDDY'S MERCANTILE
1500 Spa Road, Niland, CA.
FRONTIER AGRICULTURAL SERV INC
304 Weed Road, Calexico, CA.
GARCIA MARKET
1198 Main Street, Brawley, CA.
GARGIULO FARMS
861 Main Street, Brawley, CA.
GASTRAK OF CALEXICO LLC
435 Menvielle Court, Calexico, CA.
Gate Gourmet LAX
6701 W Imperial Highway, Los Angeles, CA.
Gate Gourmet SAN
3870 Houston Street, San Diego, CA.
Gawfco Enterprises/Petromart retail
1691 Main Street, Brawley, CA.
GIBI TRUCKING LLC
1102 E Evan Hewes Highway, El Centro, CA.
GIBSON & SCHAEFER, INC
1126 Rockwood Road, Heber, CA.
GLAMIS NORTH KOA
10595 Hot Mineral Spa Road, Niland, CA.
GloriAnn Farms
33 Malan Street, Brawley, CA.
GLORIA'S FIREWOOD
1796 Pickett Road, Brawley, CA.
GOMEZ TARPING SERVICES LLC
1504 Kamm Road, Holtville, CA.
GRANITE INDUSTRIAL, INC
5003 N Best Avenue, Brawley, CA.
HELENA CHEMICAL
101 W Carey Road, Brawley, CA.
HELENA CHEMICAL COMPANY
600 Brown Avenue, Calipatria, CA.
HIDALGO SOCIETY
418 S Cesar Chavez Street, Brawley, CA.
HOLLY SUGAR CORP
395 W Keystone Road, Brawley, CA.
Holtville Ace Hardware
123 E 5th Street, Holtville, CA.
HOME DEPOT #1059
320 Wake Avenue, El Centro, CA.
Hope Cafe & Catering
605 E 2nd Street, Calexico, CA.
Hope Cafe & Catering
1027 W State Street, El Centro, CA.
Horizon Farms
1090 E 5th Street, Holtville, CA.
Hoyt Engineering Inc
1103 East Main Street, El Centro, CA.
HUDSON RANCH POWER 1
409 W McDonald Street, Calipatria, CA.
Hutch-N-Son
4505 Brandt Road, Brawley, CA.
IID—Drop 4
3675 E US Highway 98, Holtville, CA.
IID—El Centro Yard
541 South 3rd Street, El Centro, CA.
IID—Generation Station
485 E Villa Avenue, El Centro, CA.
IID—Headquarter—Heavy Equipment
333 E Barioni Boulevard, Imperial, CA.
IID—Headquarters—Auto Shop
333 E Barioni Boulevard, Imperial, CA.
IID—Headquarters—Power Dock
333 E Barioni Boulevard, Imperial, CA.
IID—N1 Vegetation
333 E Barioni Boulevard, Imperial, CA.
IID—North End Division
5364 Hovley Road, Westmorland, CA.
IID—S.O.C.
904 S Dogwood Road, El Centro, CA.
IID—South End Division
567 Pine Avenue, Holtville, CA.
IID—South West Division
2151 W Adams Avenue, El Centro, CA.
IID—Western Division
544 Bowker Road, Calexico, CA.
IMP CO—HEALTH DEPT
1341 S Clark Road, El Centro, CA.
IMP CO FIRE STN—HOLTVILLE
549 Fern Avenue, Holtville, CA.
IMP CO FIRE STN#1—IMPERIAL
2514 La Brucherie Road, Imperial, CA.
IMP CO FIRE STN
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