Red Sky Holdings LP

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IN THE MATTER OF RED SKY HOLDINGS LP, AND NEWPARK RESOURCES INC.

Docket No. 9333 Order, December 10, 2008 Order granting complaint counsel’s and respondents’ joint motion to dismiss the Complaint.

ORDER DISMISSING COMPLAINT On October 22, 2008, the Federal Trade Commission issued the Administrative Complaint in this matter, having reason to believe that respondents Red Sky Holdings LP (“Red Sky”) [through its subsidiary CCS Corporation (“CCS”)] and Newpark Resources Inc. (“Newpark”) had entered into an acquisition agreement, in violation of Section 5 of the Federal Trade Commission Act; 15 U.S.C. § 45 – for the acquisition by Red Sky of Newpark – and having reason to believe that the proposed acquisition, if consummated, would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act. Complaint Counsel and the Respondents have now filed a Joint Motion to Dismiss Complaint, on the grounds that the Respondents are abandoning the proposed acquisition by Red Sky of Newpark Environmental Services; that Red Sky has withdrawn its Hart-Scott-Rodino Notification and Report Forms filed for the proposed transaction; and that the complaint is now moot.1 The Commission has determined to dismiss the Administrative Complaint without prejudice, consistent with both Commission precedent and the current posture of this case. For 1 Joint Motion to Dismiss Complaint (November 25, 2008) (“Joint Motion”), available at http://www.ftc.gov/os/adjpro/d9333/081125joint modismisscmplt.pdf, at 1.

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example, in Inova Health System Foundation et al., the Commission recently issued an order dismissing the complaint on the grounds that the Respondents had abandoned the transaction and had withdrawn their Hart-Scott-Rodino Notification and Report Forms.2 The Commission noted that the most important elements of the relief set out in the Notice of Contemplated Relief in the Administrative Complaint have been accomplished without the need for further administrative litigation. In particular, the Respondents have publicly announced that they have abandoned the proposed merger at issue. Moreover, the Respondents have withdrawn the Hart-Scott-Rodino Notification and Report Forms they filed for the proposed transaction. As a consequence, the Respondents would not be able to effect the proposed transaction without filing new Hart-Scott-Rodino Notification and Report Forms.3 2 In the Matter of Inova Health System Foundation, and Prince William Health System, Inc., Docket No. 9326, Order Dismissing Complaint (June 17, 2008), available at http://www.ftc.gov/os/adjpro/d9326/080617orderdis misscmpt.pdf; accord, In the Matter of Equitable Resources, Inc., Dominion Resources, Inc., Consolidated Natural Gas Company, and The Peoples Natural Gas Company, Docket No. 9322, Order Dismissing Complaint (January 31, 2008) (Public Version), available at http://www.ftc.gov/os/adjpro/d9322/ 080204complaint.pdf; In the Matter of Swedish Match North America Inc., and National Tobacco Company, L.P., Docket No. 9296 (Swedish Match), Order Dismissing Complaint (January 4, 2001), available at http://www. ftc.gov/os/2001/01/swedishdismisscmp.htm; In the Matter of H..J. Heinz Company, Milnot Holding Corporation, and Madison Dearborn Capital Partners, L.P., Docket No. 9295 (H..J. Heinz), Order Dismissing Complaint (December 4, 2001), available at http://www.ftc.gov/os/2001/12/heinz order.pdf.

3 Inova Health System Foundation, supra note 2, at 2. RED SKY HOLDINGS LP 935 Interlocutory Orders, Etc.

Similarly, in this matter, the most important elements of the relief set out in the Notice of Contemplated Relief in the Administrative Complaint have been accomplished without the need for further administrative litigation. In particular, the Respondents have announced that they are abandoning the proposed acquisition at issue, and Red Sky has withdrawn its Hart-Scott-Rodino Notification and Report Forms filed for the proposed transaction. As a consequence, the Respondents would not be able to effect the proposed transaction without filing new Hart-Scott-Rodino Notification and Report Forms.

For the foregoing reasons, the Commission has determined that the public interest warrants dismissal of the Administrative Complaint in this matter. The Commission has determined to do so without prejudice, however, because it is not reaching a decision on the merits. Accordingly, IT IS ORDERED THAT the Administrative Complaint in this matter be, and it hereby is, dismissed without prejudice. By the Commission.

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IN THE MATTER OF REED ELSEVIER NV, REED ELSEVIER PLC, REED ELSEVIER GROUP PLC, REED ELSEVIER INC., CHOICEPOINT INC., CHOICEPOINT SERVICES INC., AND CHOICEPOINT GOVERNMENT SERVICES LLC FTC File No. 081 0133 Order, December 10, 2008 Letter approving the appointment of the Interim Monitor and the November 18, 2008 Interim Monitor Agreement entered into between Mr. Pettit and the Respondents.

LETTER APPROVING MONITOR AGREEMENT Dear Mr. Lipstein:

This letter notifies the proposed Respondents in the abovereferenced matter that the Federal Trade Commission has approved the appointment of Mitchell S. Pettit of MSP Strategic Communications, Inc., as the Interim Monitor, and has approved the Interim Monitor Agreement by and among Mr. Pettit and Respondents dated November 18,2008, pursuant to Paragraph 18 of the Agreement Containing Consent Order and, when made final, Paragraph III of the Decision and Order, issued in the above-referenced matter.

In according its approval, the Commission has relied upon the information submitted and representations made by Respondents and has assumed them to be accurate and complete. By direction of the Commission.

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INTERIM MONITOR AGREEMENT ‘This Interim Monitor Agreement (‘Monitor Agreement”) entered into this “aay of November, 2008 by and among Reed Elsevier PLO, Reed Eleevier NV, Reed Elsevier Group ple, and Reed Elsevier, Inc. (collectively “Reed Elsevier"); and ChoicePoint Inc. and ChoicePoint Services Inc, (collectively “ChoicePoint”) (where “Respondents,” as used herein, means Reed Elsevier and ChoicePoint, individually and collectively); and Mitchell S. Pettit (“Mr. Pettit”) provides as follows: WHEREAS, tho United States Federal Trade Commission (the “Commission”), In the Matter of Reed Elsevier, has accepted for public comment an Agreement Containing Consent Order (‘Consent Agreement”), incorporating a Decision and Respondents to divest certain defined assets pursuant to the Membership Interest Purchase Agreement By And Among Thomson Reuters (Legal) Inc., ChoicePoint Government Services LLC, ChoicePoint Services Inc., ChoicePoint Inc., Reed Elsevier Inc. and Thomson Reuters U.S. Inc., dated August 29, 2008, and those Ancillary Agreements reforenced therein (collectively, the “Remedial Agreement”), and provide for the appointment of one or more Interim Monitors to ensure that Respondents comply with their obligations under the Order and the Remedial Agreement;

WHEREAS, the staff of the Commission has appointed Mr. Pettit as such monitor (the “Interim Monitor’) pursuant to the Order to monitor Respondents’ compliance with the terms of the Consent Agreement and Order and with the Remedial Agrooment reforenced in the Order, and Mr. Pettit has consented to such appointment;

WHEREAS, the staff of the Commission on November 12, 2008, notified Respondents of the selection of Mr. Pettit as the Interim Monitor, and Respondents on November 13, 2008 agreed to the selection of Mr. Pettit, and are executing this agreement that, subject to the prior approval of the Commission, confers on the Interim Monitor all the rights and powers necessary to permit the Interim Monitor to monitor Respondents’ compliance with the relevant requirements of the Order in a manner consistent with the purpose of the Order; WHEREAS, this Monitor Agreement, although executed by the Interim Monitor and Respondents is not effective for any purpose, including but not limited to imposing rights and responsibilities on Respondents or the Interim Monitor under the Order, until it has been approved by the Commission; and WHEREAS, the parties to this Monitor Agreement intend to be legally bound; NOW, THEREFORE, the parties agree as follows: VOLUME 144 Interlocutory Orders, Etc.

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6. Respondents shall promptly notify the Interim Monitor of any significant written or oral communication that occurs after the date of this Monitor Supply Agreement and Transition Services Agreement, together with copies * of such communications.

The Interim Monitor shall serve, without bond or other security, at the expense of Respondents on such reasonable and customary terms and conditions as the Commission may set. The Interim Monitor shall have authority to employ, at the expense of the Respondents, such consultants, accountants, attorneys and othor representatives and assistants as are reasonably necessary to carry out the Interim Monitor’s duties and responsibilities.

schedule attached hereto as Confidential Appendix A, for all reasonable time spent in the performance of the Interim Monitor's duties and responsibilities, including all monitoring activities, all work in connection with the negotiation and preparation of this Monitor Agreement, all work in the nature of final reporting and file closure, and all reasonable and necessary travel time.

a. In addition, Respondents will pay (i) all out-of-pocket expenses reasonably incurred by the Interim Monitor in the performance of the Interim Monitor's duties and responsibilities, including any international telephone calls and any auto, train or air travel in the performance of the Interim Monitor's duties, and (ii) all fees and disbursements reasonably incurred by such consultants, accountante, attorneys and other representatives and assistants as are reasonably necessary to carry out the Interim Monitor’s duties and responsibilities.

b. The Interim Monitor shall have full and direct responsibility for compliance with all applicable laws, regulations and requirements pertaining to work permits, income and social security taxes, meme hrsent Sneteanee, wesleer's compennetion, Gieahiiy Sammsanee, provided to the Interim Monitor. by Respondents. Such information shall be used by the Interim Monitor only in connection with the performance of the Interim Monitor's duties pursuant to this Monitor Agreement. Such information shall not be disclosed by the Interim Monitor to any third party other than:

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liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from gross negligence, willful or wanton acts, or bad faith by 16. Upon this Monitor Agreement becoming effective, the Interim Monitor shall be permitted, and Respondents shall be required, to notify all current Commission-approved Acquirers and potential future Acquirers with respect 17. In the event of a disagreement or dispute between Respondents and the Interim Monitor concerning Respondents’ obligations under the Order, and in the event that such disagreement or dispute cannot be resolved by the partios, cither party may seek the assistance of the Commission’s Compliance Division to resolve this issue.

18, This Monitor Agreement shall be subject to the substantive law of the State of New York (regardless of the choice of law principles of New York or those 19. This Monitor Agreement shall terminate when the last obligation under Service Supply Agreement and Transition Services Agreement has been fully performed; provided, however, that the Commission may extend this Monitor Agreement as may be necessary or appropriate to accomplish the purposes of the Order.

20.In the event that, during the term of this Monitor Agreement, the Interim Monitor becomes aware that he has or may have a conflict of interest that may affect or could have the appearance of affecting the performance by the Interim Monitor of any of his duties under this Monitor Agreement, the Interim Monitor shall promptly inform both Respondents and the Commiesion of such conflict or potential conflict. 21.In the performance of his functions and duties under this Monitor Agreement, the Interim Monitor shall exercise the standard of care and diligence that would be expected of a reasonable person in the conduct of his or her own business affairs.

22.It is understood that the Interim Monitor will be serving under this Monitor Agreement as an independent contractor and that the relationship of employer and employee shall not exist between Interim Monitor and Respondents.

23.This Monitor Agreement is for the sole benofit of the Parties hereto and their permitted assigns and the Commission, and nothing herein express or implied shall give or be construed to give any other person any legal or equitable rights hereunder.

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Washington, DC 20580 Telephone: (202) 326-2514 Facsimile: (202) 826-2496 . With copy to:

Federal Trade Commission 601 New Jersey Avenue, N.W.

Washington, D.C, 20001 Attention: Assistant Director for Compliance Telephone: (202) 326-2526 Facsimile: (202) 326-3396 26. This Monitor Agreement shall not become binding until it has been approved by the Commission.

21. This Monitor Agreement may be signed in counterparts, IN WITNESS WHEREOF, the parties hereto have executed this Monitor Agreement as of the dato first above written. Reed Else INTERIM MONITOR Mido ste VOLUME 144 Interlocutory Orders, Etc.