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) I. Parties to the Combination 1. The parties to the combination are— (a) BCP Emerald Aggregator L.P. (Buyer), an affiliate of investment f…
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) I. Parties to the Combination 1. The parties to the combination are— (a) BCP Emerald Aggregator L.P. (Buyer), an affiliate of investment funds advised and managed by affiliates of Blackstone Inc. (collectively, Blackstone); (b) Stamford Bridge Investment Pte. Ltd. (GIC Investor), a special purpose vehicle (SPV), wholly-owned by GIC (Ventures) Private Limited (GIC Ventures); (c) Platinum Falcon B 2018 RSC Limited (Platinum), an affiliate of funds advised and / or managed by affiliates of Abu Dhabi Investment Authority (ADIA); (d) Emerald JV Holdings L.P. (Target); and (e) Emerson Electric Co. (Seller). 2. 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. II. Nature and purpose of the Combination 3. This proposed transaction relates to— (a) the proposed acquisition by the Buyer of approximately 40% additional common equity units in the Target from certain wholly-owned subsidiaries (WoS) of the Seller; and (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). ANNEXURE - 27 4. 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. III. Products, services and businesses of the Parties to the Combination A. Acquirers (i) Buyer 5. The Buyer is a Delaware limited partnership, incorporated on 24 October 2022, as an investment vehicle. It is managed by an affiliate of funds advised and managed by the affiliates of Blackstone. (ii) GIC Investor 6. 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. (iii) Platinum 7. 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 WoS of ADIA. Apart from making investments, Platinum does not carry out any business activities directly in India. (iv) Target 8. The Target is a Delaware based limited partnership that is part of the Blackstone group. It is engaged in climate technologies business including the design; manufacture and sale of products and provision of services for residential heating and air-conditioning products; commercial and industrial refrigeration technologies; etc. (HVAC and Allied Sector). The Target is engaged in climate technologies business in India through its subsidiary, Copeland India Private Limited. B. Seller 9. 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. IV. Green Channel Filing 10. There are no horizontal overlaps or existing and / or potential vertical or complementary relationships between the activities of the Target in the HVAC and Allied Sector in India and the Acquirers (including their relevant Affiliates / portfolio companies as further described in the notification). Accordingly, the Proposed Transaction is being filed as a Green Channel Filing. 11. As such, the Proposed Transaction raises no risk of any adverse effect on competition as per Section 6(1) of the Competition Act. V. Relevant Market(s) in which the Parties to the Combination operate 12. Given that the Proposed Transaction is being notified under the Green Channel Filing, the relevant market need not be defined and may be left open as the Proposed Transaction will not lead to any adverse effect on competition in India. *************
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