BlackRock Funding, Inc.

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Page 1 of 6 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/03/1121 11th June 2024 Notice under Section 6(2) of the Competition Act, 2002 given by BlackRock Funding, Inc. CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 13th March 2024, the Competition Commission of India (‘Commission’) received a Notice under Section 6(2) of the Competition Act, 2002 (‘Act’) given by BlackRock Funding, Inc. (BFI/Acquirer). The Notice was filed pursuant to the agreement entered by and between, inter alia, BFI, BlackRock, Inc. (BlackRock), Banana Merger Sub, Inc. (together, the BlackRock Parties), and Global Infrastructure Management, LLC, (GIM) on 12th January 2024 (Transaction Agreement). 2. In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business related to combinations) Regulations, 2011 (Combination Regulations), vide letter dated 28th March 2024 (RFI), the Acquirer was required to provide certain information/document(s) latest by 4th April 2024. The Acquirer filed its Combination Registration No. C-2024/03/1121 Page 2 of 6 reply on 24th April 2024, after seeking extension of time (Response to RFI). Vide another letter dated 3rd May 2024 issued under Regulation 14 of the Combination Regulations in continuation of RFI and Response to RFI, the Acquirer was required to furnish the requisite information/documents by 10th May 2024. The Acquirer submitted its reply on 16th May 2024, after seeking extension of time (Second Response). The Response to RFI and Second Response were further followed by additional submissions on 21st May 2024 and 22nd May 2024. 3. BFI is a newly formed wholly owned subsidiary of BlackRock. BlackRock is a public company listed on the New York Stock Exchange (NYSE) and is active in the provision of global investment management, risk management, and advisory services to institutional and retail clients around the world. Consequently, BlackRock has indirect presence in certain activity segments in India by way of BlackRock managed Funds holding shares of companies having operations in India (BlackRock Portfolio Companies). 4. GIM is a global independent infrastructure fund manager, headquartered in New York City, United States. GIM, directly or through its affiliates manages certain investment funds operating under the trading name Global Infrastructure Partners (GIP Funds). Consequently, GIM has indirect presence in certain activity segments in India by way of GIP Funds holding shares of companies having operations in India (GIM Portfolio Companies). 5. The proposed combination envisages the acquisition of 100 percent of the limited liability company interests in GIM, from its direct owners, by BFI, in accordance with the Transaction Agreement (Proposed Combination). Further, following an internal reorganization, BFI will become the ultimate parent company for the BlackRock group and will be a public company listed on the NYSE. 6. The Commission observed that the activities of BlackRock Parties and GIM overlap horizontally in the broader segment of asset management services. Further, the activities of BlackRock Portfolio Companies and GIM Portfolio Companies exhibit horizontal overlaps Combination Registration No. C-2024/03/1121 Page 3 of 6 in the broader segments of power generation and passive telecommunication infrastructure services; and vertical linkages considering the upstream segment of engineering, procurement, and construction (EPC) solutions in the power generation segment vis a vis the downstream segment of power generation and the upstream activity of provision of solar modules vis a vis the downstream activity of solar power generation. The Commission examined each of these segments/sub-segments and decides to leave precise delineation of relevant market(s) open as the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant markets that could be delineated for such segments/sub-segments. Assessment of Asset Management Services Segment 7. Asset management entails the provision of investment advice and often also the implementation of this advice (through the management of funds). In India, asset management firms generally provide the following key products/services for retail and/or institutional investors to invest in (a) Mutual funds; (b) Portfolio Management Services (including investments in stocks and bonds); (c) Investment Advisory Services; (d) Real Estate Investment Trusts (REITs); (e) Infrastructure Investment Trusts (INVITs); and (f) Private Equity (including through alternative investment funds set-up in India). 8. As submitted, both GIM and BlackRock offer a variety of investment products to their investors and while GIM’s investment products are categorised as Private Equity, BlackRock offers a large range of investment products including private equity investment. Accordingly, at a narrower level, the overlap in the activities of BlackRock and GIM relates only to the Private Equity segment of the overall asset management services. 9. As regards the assessment of the Proposed Combination in terms of impact on the dynamics of the Private Equity segment in India, the Commission observed that the presence of BlackRock and GIM in India as reflected in the deal values for the period 2021-2023 is insignificant (with a combined market share estimated to be less than 5%) to cause any change in competition dynamics. Further, the market comprises several other large and Combination Registration No. C-2024/03/1121 Page 4 of 6 well-established global players, including the Carlyle Group, GIC, TPG Group, Brookfield, Tiger Global Management, Blackstone Group, KKR & Co., etc. and their presence is likely to ensure that the market segment remains effectively competitive even post the Proposed Combination. Assessment of horizontal overlaps/vertical linkages between the BlackRock and GIM Portfolio Companies 10. Apart from the overlaps between the activities of BlackRock and GIM, the Commission considered the overlaps/linkages between the activities of BlackRock and GIM Portfolio Companies. In this context, the activity segments relevant for the competition assessment of the Proposed Combination were identified as (i) power generation; (ii) passive telecom infrastructure through telecom towers; (iii) engineering, procurement, and construction (EPC) solutions in the power generation sector; and (iv) supply of solar photovoltaic modules. Of the aforesaid activities, power generation and passive telecom infrastructure through telecom towers exhibit horizontal overlaps and the provision of EPC solutions in the power generation sector and supply of solar photovoltaic modules constitute vertical linkages with the activity of power generation downstream. 11. The Commission noted that the activities of portfolio entities of BlackRock viz., Tata Power Renewable Energy Limited (through its relevant subsidiaries) (TPREL) and Ib Vogt GmbH (through its relevant subsidiaries) (Ib Vogt) and portfolio entities of GIM viz., ONGC Tripura Power Company Limited (ONGC Tripura) and Vena Energy Holdings Limited and its relevant Indian subsidiaries (Vena Energy) exhibit horizontal overlaps in the market for generation of power in India at broader level (Power Generation Market). Within the Power Generation Market, the overlaps can be identified in the narrower segment of generation of power through renewable sources in India (Renewable Energy Segment) considering the activities of TPREL and Ib Vogt on one hand and Vena Energy on the other hand and within the narrow market of Renewable Energy Segment, horizontal overlaps can be identified in the narrow markets for (i) generation of power through solar energy in India (Solar Energy Segment), and (ii) generation of power through wind energy Combination Registration No. C-2024/03/1121 Page 5 of 6 in India (Wind Energy Segment) considering the activities of TPREL and Ib Vogt on one hand and Vena Energy on the other hand. The Commission further noted that activities of Valmont INDs Inc (Valmont), a BlackRock portfolio entity, and Ascend Telecom Infrastructure Pvt. Ltd. (Ascend Telecom), a GIM portfolio entity exhibit horizontal overlaps in the segment of passive telecommunication infrastructure services through telecom towers in India. 12. The Commission considered, inter alia, presence of the BlackRock and GIM Portfolio Companies in respective market segments, nature and extent of shareholding of BlackRock and GIM and observed that the aforesaid horizontal overlaps are insignificant to cause change in competition dynamics of any plausible relevant market(s). 13. As regards the vertical linkages, the Commission observed that certain BlackRock Portfolio Companies are active in the market for EPC Solutions in the power generation market viz., (i) IbVogt; (ii) TPREL; (iii) Aecom India; (iv) Fluor Inc. and (v) Tetra Tech Inc. which can be considered as an upstream activity level to the downstream activity level of power generation in which certain GIM Portfolio Companies viz., (i) ONGC Tripura; and (ii) Vena Energy; and certain BlackRock Portfolio Companies viz., (i) Ib Vogt; and (ii) TPREL are active. Another vertical linkage was observed considering the presence of TPREL in the solar module segment which can be considered as an upstream activity level to the downstream activity of solar power generation in which Vena Energy is active. 14. The Commission observed that the presence of the BlackRock and GIM Portfolio Companies in their respective activity segments as regards the aforesaid vertical linkages is insignificant to cause a change in competition dynamics in the markets that can plausibly be affected, and the Proposed Combination is not likely to confer ability or create incentives for the combined entity to engage in foreclosure strategies in the various activity segments/sub-segments. 15. 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 Combination Registration No. C-2024/03/1121 Page 6 of 6 Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act. 16. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect. 17. The Secretary is directed to communicate to the Acquirer accordingly.