Allowed

1. Real Trustee Advisory Company Private 2. Embassy Buildcon LLP.

CCI18 Jun 2024C-2024/03/1120

Case brief

AI extract

What is this about?

The Competition Commission of India examined a notice regarding a proposed combination involving WeWork India and several acquirers in the real estate and investment sectors. Finding no appreciable adverse effect on competition due to low market shares and lack of overlap, the Commission approved the combination under Section 31(1) of the Competition Act, 2002.

What did the court decide?

Approval of the Proposed Combination under Section 31(1) of the Competition Act, 2002.

1. Real Trustee Advisory Company Private 2. Embassy Buildcon… — Company and Corporate | CCI (2024)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No. C-2024/03/1120

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18^th June 2024

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Notice under Section 6(2) of the Competition Act, 2002 jointly given by Embassy Buildcon LLP, Real Trustee Advisory Company Private Limited, A91 Emerging Fund II LLP, Mithun Padam Sacheti, Siddhartha Padamchand Sacheti, Anchorage Capital Scheme I, Anchorage Capital Scheme II, Mahima Stocks Private Limited, Think Investments PCC and Meenakshi Mercantiles Limited

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CORAM:

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Ms. Ravneet Kaur Chairperson

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Ms. Sweta Kakkad Member

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Mr. Deepak Anurag Member

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Order under Section 31(1) of the Competition Act, 2002

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On 11^th March 2024, the Competition Commission of India (‘ Commission ’) received a notice (‘ Notice ’) under sub-section (2) of Section 6 of the Competition Act, 2002 (‘ Act ’) jointly given by Embassy Buildcon LLP (‘ Embassy Buildcon ’) and Real Trustee Advisory Company Private Limited (‘ Real Trustee ’) in its capacity as the trustee for Volrado Venture Partners Fund II (‘ Volrado II ’) and Volrado Venture Partners Fund III – Beta (‘ Volrado III ’) [hereinafter, Volrado II and Volrado III are collectively referred to as ‘ Volrado Ventures ’ and Real Trustee and Volrado Ventures are collectively referred to as the ‘ Acquirers ’].

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Page 1 of 7

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Combination Registration No. C-2024/03/1120

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The Notice was filed pursuant to the execution of two binding term sheets dated 1^st March 2024 between (i) Acquirers, A91 Emerging Fund II LLP (‘ A91 ’), Mithun Padam Sacheti (‘ Mithun ’), Siddhartha Padamchand Sacheti (‘ Siddhartha ’), Anchorage Capital Scheme I and Anchorage Capital Scheme II (collectively referred to as ‘ Anchorage Schemes ’), Mahima Stocks Private Limited (‘ Mahima ’), Think Investments PCC (‘ Think Invest ’), Meenakshi Mercantiles Limited (‘ Meenakshi ’), WeWork India Management Private Limited (‘ WeWork India ’/‘ Target ’) and Embassy Buildcon (‘ Real Trustee Term Sheet ’) along with amendment letter to the Real Trustee Term Sheet dated 7^th May 2024; and (ii) WeWork India, WeWork International Limited (‘ WeWork International ’), 1 Ariel Way Tenant Limited (‘ OAW ’) and Embassy Buildcon (‘ OAW Term Sheet ’) [hereinafter, A91, Mithun, Siddhartha, Anchorage Schemes, Mahima, Think Invest and Meenakshi are collectively referred to as the ‘ CoAcquirers ’].

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The Proposed Combination envisages the following steps:

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Step 1: Acquisition of 40% share capital of WeWork India, on a fully diluted basis by Acquirers [22.83%] and Co-Acquirers [17.17%] in their individual capacity, from Embassy Buildcon, which directly holds 67.66% share capital of the Target.

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Step 2: Acquisition of 100% share capital of OAW, on a fully diluted basis, by Embassy Buildcon from WeWork International. As a result of this, Embassy Buildcon will indirectly hold 27.34% share capital of the Target.

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Post the Proposed Combination, Embassy Buildcon will hold, directly and indirectly, 55% stake in WeWork India on a fully diluted basis. Thus, WeWork India was and will continue to be a subsidiary of Embassy Buildcon.

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In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, vide letters dated 26^th March 2024, 22^nd April 2024, 13^th May 2024 and 5^th June 2024, certain information and clarifications were sought from the parties. The responses dated 11^th

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Combination Registration No. C-2024/03/1120

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April 2024, 16^th April 2024, 9^th May 2024, 15^th May 2024, 10^th June 2024 and 11^th June 2024 were furnished.

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In response to the letter dated 26^th March 2024, the Co-Acquirers also became notifying parties by furnishing relevant documents [hereinafter, Acquirers, Co-Acquirers and Embassy Buildcon are collectively referred to as the ‘ Notifying Parties ’].

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Volrado Ventures are alternate investment funds (‘ AIFs ’) registered with the Securities and Exchange Board of India (‘ SEBI ’). It is submitted that Real Trustee is their trustee and their ultimate controlling entity. Real Trustee has two shareholders, Mr. Gautam Jain and Mr. Abhishek Bhansali. Enam Holdings Private Limited (‘ EHPL ’) is the common investment manager for Volrado Ventures. Without prejudice to its submissions, Volrado Ventures have provided additional information in the Notice concerning the portfolio companies of EHPL and its shareholders.

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Based on its submissions, it is observed that three portfolio companies of the shareholders of EHPL, namely Enam Financial Consultants Private Limited (‘ E-Fin ’), Lavale Realty LLP (‘ Lavale ’), and Knowledge City Education Pvt. Ltd. (‘ Knowledge City ’), are present in the real estate sector in Mumbai and Pune. Enam Financial Consultants Private Limited has also leased a property to WeWork India.

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One of Volrado II’s portfolio companies, namely Singularity Furniture Private Limited (‘ Singularity ’) primarily offers turnkey solutions to customers (predominantly retail customers and occasionally, corporate customers) for end-to-end design and furniture, including services like painting, flooring, mechanical, electrical and plumbing, heating, ventilation and air-conditioning, etc . Vide response dated 10^th June 2024, it was submitted that Singularity is also an affiliate of Mithun, Siddhartha and Think Invest.

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Embassy Buildcon, a limited liability partnership (‘ LLP ’), is organized and registered in India. It is engaged in the business of real estate development of commercial assets and other related activities. Embassy Buildcon has the following members, namely Jitendra Virwani; Embassy Property Developments Private Limited (‘ EPDPL ’); and Karan

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Combination Registration No. C-2024/03/1120

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Virwani, Aditya Virwani and Neel Virwani. EPDPL belongs to the Embassy group of companies (‘ Embassy Group ’), which is ultimately held by JV Holding Private Limited (‘ JVHPL ’).

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The Embassy Group is a real estate development group, which operates in commercial, residential, retail, hospitality, educational, industrial warehouse spaces and other miscellaneous services in various cities in India. It leases office space and develops integrated office parks. Embassy Group’s affiliates are engaged, inter alia , in the provision of custom interior turnkey solutions through Embassy Interiors Private Limited (‘ EIPL ’) and integrated facility management services (‘ IFMS ’) through various entities. As submitted in the Notice, IFMS refers to a coordinated effort involving space and people to maintain buildings and properties. IFMS companies may either offer a bundle of IFMS alone or collate the services from other companies ( i.e., source services separately for different companies, e.g. cleaning, catering etc .) and then offer it as a package.

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WeWork India is a private limited company registered in India. It is a subsidiary of Embassy Buildcon and an affiliate of the Embassy Group. The shareholders of WeWork India constitute Embassy Buildcon [67.66%], OAW [27.34%] and employee stock option plan [5%], on a fully diluted basis. WeWork India is engaged in the operation of (i) flexible workspaces, and (ii) digital real estate workplace solutions for companies. As submitted in the Notice, flexible workspaces are fully furnished and serviced real estate offerings provided by an operator to an end user with, among other things, potential flexibilities built in around design, tenure, area and location. Flexible workspaces also offer services such as facilities management, security, IT and internet services, food and beverages, etc . as a part of the overall offering. These flexible workspaces are then provided to many customers in terms of desks/seats, all-access office, virtual offices, on demand passes, private offices, etc . Digital real estate workplace solutions are space management and collaboration tools, which includes seat booking; an internal communications platform; calendar integration; team booking capabilities; and space utilization reports and analytics.

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Combination Registration No. C-2024/03/1120

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OAW, a private limited company incorporated under the laws of the United Kingdom, is a wholly-owned subsidiary of WeWork International. It is engaged in catering services and other support and relocation services to group entities. OAW is only active in India through WeWork India.

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A91 is a SEBI-registered Category-II AIF and is managed by its investment manager, 4Point9 Capital Advisors LLP.

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Both Mithun and Siddhartha are individuals. One of their affiliates has presence in the commercial real estate sector in Chennai, Tamil Nadu.

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The Anchorage Schemes, invest in permissible securities/instruments of portfolio companies, debt securities, AIFs, etc . and operates under the control and management of its investment manager, Four Dimensions Advisors Private Limited.

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Mahima is engaged in the business of providing consultation services for investments and other financial matters and makes investments in mutual funds and other financial assets.

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Think Invest is a private company incorporated under the laws of Mauritius. It holds a valid Foreign Portfolio Investors ID with the SEBI. Think Invest is part of its investment manager’s group i.e., Think Investments LP (‘ TILP ’). TILP is registered with the United States Securities Exchange Commission as an investment adviser and is engaged in providing investment advice and management to privately placed investment funds. The TILP group invests globally in public and private companies.

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Meenakshi is a Non-Banking Financial Company registered with the Reserve Bank of India. Its principal activities are to provide inter-corporate loans and invest in equity instruments, debt instruments and mutual funds.

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Combination Registration No. C-2024/03/1120

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Based on the activities of the Notifying Parties and their relevant affiliates, it is submitted that there are no horizontal overlaps between the activities of (i) Embassy Buildcon with OAW/WeWork India and (ii) Acquirers and Co-Acquirers with WeWork India.

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Further, it is submitted that WeWork India, which is engaged in the provision of flexible workspaces in India ( downstream ), exhibits vertical overlaps, at pan-India and/or at citywide levels, with certain Notifying Parties and their affiliates present in the following upstream markets:

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(i) development of commercial real estate in India by (a) Embassy Buildcon and its affiliates ( existing ), (b) E-Fin ( existing ), (c) Lavale ( potential ), and (d) an affiliate of Mithun and Siddartha ( potential );

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(ii) provision of IFMS in India by Embassy Buildcon and its affiliates ( existing );

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(iii) custom interior turnkey solutions in India by (a) EIPL (potential) and (b) Singularity ( potential);

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The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (‘ AAEC’ ) in any of the plausible relevant market(s) in India.

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Based on the submissions of the Notifying Parties, the Commission noted that the market share of WeWork India in the market for the provision of flexible workspaces in terms of volume ( i.e., in sq. ft million) is in the range of [5-10]% in India. At the city level, its shares are [0-5]% in Hyderabad, [5-10]% in Delhi and Pune, [10-15]% in Bengaluru, and [15-20]% in Mumbai. Since it is planning to open a flexible workspace in Chennai, so its market share in Chennai is nil.

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Further, the Commission also observed that in the market for the development of commercial real estate in India, the respective market share of Embassy Group, E-Fin, Lavale and Mithun and Siddartha’s affiliate at pan-India or city-wide level (wherever present) is not such so as to cause AAEC. Further, there are various competitors present at pan-India as well as at each city level, posing competitive constraints on these entities. Additionally, the market share of Embassy Group in the market for the provision of IFMS

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Combination Registration No. C-2024/03/1120

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and the market share of EIPL and Singularity in the market for the custom interior turnkey solutions is minuscule at pan-India level.

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Additionally, certain portfolio companies of A91 have existing commercial arrangements with WeWork India, whereby they lease ‘desks’ from WeWork India. These existing arrangements are insignificant to raise any competition concerns.

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Based on the foregoing, it appears that the Proposed Combination is not likely to foreclose competition.

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Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

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The information provided by the Notifying Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

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The Secretary is directed to communicate to the Notifying Parties accordingly.

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1. Real Trustee Advisory Company Private 2. Embassy Buildcon LLP.

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1. Real Trustee Advisory Company Private 2. Embassy Buildcon LLP.

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