Jointly by (i) M/s Bcp Emerald Aggregator L.P., Wilmington, Delaware; (ii) M/s Platinum Falcon B 2018 Rsc Limited, United Arab Emirates; and (iii) M/s Stamford Bridge Investment Pte. Ltd., Singapore

CCI21 Apr 2023C-2023/04/1023

Case brief

AI extract

What is this about?

Summary filed under Regulation 13(1A) regarding a proposed acquisition by BCP Emerald Aggregator L.P. and investments by GIC and ADIA affiliates in Emerson Electric Co. 's climate technologies business, filed as a Green Channel Filing.

What the court decided

AI extract

Jointly by (i) M/s Bcp Emerald Aggregator L.P., Wilmington… — Company and Corporate | CCI (2023)

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1277

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ANNEXURE - 41

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SUMMARY UNDER REGULATION 13 (1A) OF THE COMPETITION COMMISSION OF INDIA (PROCEDURE IN REGARD TO THE TRANSACTION OF BUSINESS RELATING TO COMBINATIONS) , REGULATIONS, 2011 (AS AMENDED)

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I. Parties to the Combination

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The parties to the combination are—

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(a) BCP Emerald Aggregator L.P. ( Buyer ), an affiliate of investment funds advised and managed by affiliates of Blackstone Inc. (collectively, Blackstone );

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(b) Stamford Bridge Investment Pte. Ltd. ( GIC Investor ), a special purpose vehicle ( SPV ), wholly owned by GIC (Ventures) Private Limited ( GIC Ventures );

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(c) Platinum Falcon B 2018 RSC Limited ( Platinum ), an affiliate of funds advised and / or managed by affiliates of Abu Dhabi Investment Authority ( ADIA );

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(d) Emerald JV Holdings L.P. ( JV NewCo ); and

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(e) Emerson Electric Co. ( Seller ).

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GIC Investor and Platinum are collectively referred to as the Co-Investors . The Buyer, funds affiliated with Blackstone and the Co-Investors are collectively referred to as the Acquirers . The Acquirers, JV NewCo and the Seller are together referred to as the Parties .

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II. Nature and purpose of the Combination

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This proposed transaction relates to:

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(a) the proposed acquisition by the Buyer of a majority stake in the climate technologies business ( Target Business ) of the Seller; and

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(b) the proposed investment by the Co-Investors, in the Buyer, by way of a direct / indirect investment in the Buyer ((a) and (b) together, Proposed Transaction ).

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1278

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The Proposed Transaction is in the nature of an acquisition and falls under Section 5(a) of the Competition Act, 2002 ( Competition Act ) and is being filed under Schedule III, read with sub-regulation (1) of Regulation 5A of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (as amended) ( Green Channel Filing ) introduced by the Hon’ble Competition Commission of India and effective from 15 August 2019.

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III. Products, services and businesses of the Parties to the Combination

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A. Acquirers (i) Buyer

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The Buyer is a Delaware limited partnership, that was recently incorporated for the purpose of the Proposed Transaction. It is managed by an affiliate of funds advised and managed by the affiliates of Blackstone.

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(ii) GIC Investor

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GIC Investor is wholly owned by GIC Ventures. GIC Investor is an SPV organised as a private limited company in Singapore that is part of a group of investment holding companies managed by GIC Special Investments Private Limited.

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(iii) Platinum

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Platinum is a restricted scope company, incorporated in the Abu Dhabi Global Market, that makes investments into the private equities asset class. Platinum is entirely owned by Platinum International Investment Holdings RSC Limited, which is in turn a direct wholly owned subsidiary ( WOS ) of ADIA. Apart from making investments, Platinum does not carry out any business activities directly in India.

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(iv) JV NewCo

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JV NewCo is a WOS of the Seller.

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1279

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B. Seller

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The Seller is an American multinational corporation headquartered in St. Louis, Missouri, United States of America. It designs and manufactures products and delivers services that bring technology and engineering together to provide innovative solutions to its customers in a wide range of industrial, commercial and consumer markets around the world.

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IV. Green Channel Filing

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There are no horizontal overlaps or existing and / or potential vertical or complementary relationships between the Target Business in India and the Acquirers (including their relevant Affiliates as further described in the notification). Accordingly, the Proposed Transaction is being filed as a Green Channel Filing.

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As such, the Proposed Transaction raises no risk of any adverse effect on competition as per Section 6(1) of the Competition Act.

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V. Relevant Market(s) in which the Parties to the Combination operate

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Given that the Proposed Transaction is being notified under the Green Channel Filing, it is submitted that the definition of the relevant market should be left open.

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Jointly by (i) M/s Bcp Emerald Aggregator L.P., Wilmington, Delaware; (ii) M/s Platinum Falcon B 2018 Rsc Limited, United Arab Emirates; and (iii) M/s Stamford Bridge Investment Pte. Ltd., Singapore

Case brief

What is this about?

What the court decided

Jointly by (i) M/s Bcp Emerald Aggregator L.P., Wilmington, Delaware; (ii) M/s Platinum Falcon B 2018 Rsc Limited, United Arab Emirates; and (iii) M/s Stamford Bridge Investment Pte. Ltd., Singapore

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