Disposed

Baupost Group Securities L.L.C.

CCI9 Dec 2024C-2024/12/1217

Case brief

AI extract

What is this about?

Baupost Group Securities, L.L.C. files a summary for Proposed Combination with McDermott International Ltd. to convert preference shares to ordinary shares. No horizontal or vertical overlaps exist in India. The combination is notified under the green channel route of Regulation 5A(1) of the Competition Combinations Regulations, 2024.

What did the court decide?

Approval sought for Proposed Combination under green channel route

Baupost Group Securities L.L.C. — Intellectual Property | CCI (2024)

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155

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ANNEXURE 14

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Summary in terms of Regulation 13(2) of the Competition Commission of India (Combinations) Regulations, 2024 (as amended)

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A. Name of the parties to the combination

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The parties to the Proposed Combination are:

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a. Acquirer : Baupost Group Securities, L.L.C.

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b. Target : McDermott International Ltd.

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B. Nature and purpose of the combination

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The Acquirer, as the nominee entity of The Baupost Group, L.L.C. (“ Baupost Group ”), currently holds certain preference shares of the Target on behalf of certain investment funds advised by the Baupost Group (“ Baupost Funds ”). These Baupost Funds are also the beneficial owners of certain ordinary shares of the Target. The Target proposes to convert its entire class of preference shares into ordinary shares, and the Acquirer has agreed to voluntarily redeem or exchange all the preference shares held by it into ordinary shares of the Target.

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Pursuant to the proposed conversion, the aggregate shareholding of the Acquirer and Baupost Funds in the Target’s ordinary share capital will exceed 25%, triggering a notification requirement with the Competition Commission of India (“ Proposed Combination ”).

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C. Products, services and business(es) of the parties to the combination

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Acquirer

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The Acquirer is a nominee entity of the Baupost Group, which is a Bostonbased investment adviser registered with the U.S. Securities and Exchange

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156

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Commission and is the investment adviser to certain private investment funds. The Baupost Group, through such private investment funds, invests globally across a wide range of asset classes, including publicly traded debt and equity securities, private credit, private equity, and real estate investments.

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The Baupost Group does not have any direct business activities and / or investments in India as on date. However, certain private investment funds advised by the Baupost Group have investments in certain entities that are indirectly present in India.

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Target

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The Target is a fully integrated provider of engineering and construction solutions to the energy industry and operates in over 54 countries. The Target provides engineering, procurement, construction and installation (“ EPCI ”) services for offshore field developments worldwide, including EPCI services for refining and petrochemical projects.

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The Target is present in India through certain subsidiaries / affiliates, which provide EPCI services and project management consultancy services to the Indian energy sector.

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D. Respective markets in which the parties to the combination operate

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There are no current or potential horizontal overlaps and / or vertical or complementary linkages between the activities of the Target (including its affiliates) in India on the one hand, and the Acquirer (including its affiliates) in India, on the other hand.

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Therefore, the Proposed Combination is being notified under the green channel route under Regulation 5A(1) read with Schedule III of the Competition Commission of India (Combination) Regulations, 2024.

Baupost Group Securities L.L.C.

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Baupost Group Securities L.L.C.

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