Acquisition of Royal Challengers Sports Private Limited by Big Banyan Holdings and Others

SUMMARY OF THE PROPOSED COMBINATION [UNDER REGULATION 13(2) OF THE COMPETITION COMMISSION OF INDIA (COMBINATIONS) REGULATIONS, 2024]

a) Name of the parties to the combination

1. The parties to the combination are: a. Big Banyan Holdings Pte. Ltd. (“Big Banyan”); b. Bolt IPL Holdings LLC (“Bolt”); c. Times Internet Limited (“TIL”); d. Times Cricket LLP (“Times LLP”); e. ICQ Opportunities RC Holdco, Ltd. (“ICQ”); f. Asia Investment Topco II Pte. Ltd. (“Blackstone”); and g. Royal Challengers Sports Private Limited (“Target”).

2. Big Banyan, Bolt, TIL, Times LLP, ICQ, and Blackstone are collectively, “Acquirers”. The Acquirers and Target are collectively, “Parties”.

b) The nature and purpose of the combination

3. The proposed combination relates to acquisition of 100% shareholding collectively by the Acquirers in the Target; and for the purposes of this acquisition, certain Acquirers have entered into funding arrangements with certain investors ("Proposed Combination”). The Proposed Combination is notifiable under Section 5(d) of the Competition Act, 2002 (as amended).

4. The economic and strategic rationale of the Proposed Combination from the perspective of each of the Parties is set out below: a. Big Banyan: The Target offers Big Banyan (a part of Aditya Birla group) a distinctive platform to extend its legacy of institution–building into the arena of global sports. b. TIL / Times LLP / ICQ: i. TIL and Times LLP aim to build the Target into a global sporting institution, while remaining rooted in Bengaluru, Karnataka and its incredible fanbase. TIL and Times LLP are partnering with ICQ in relation to the Proposed Combination. ii. ICQ is a part of the ICONIQ group, a global investment firm, and is entering into the transaction as part of its broader investment strategy. c. Bolt: Bolt believes the opportunity that the Target presents stands out and looks forward to working alongside its partners and the BCCI to build on the franchise’s championship success. d. Blackstone: Blackstone, building on its long-standing commitment to India, recognizes the franchise’s excellence as a premier sporting franchise with a global following. In partnership with its co-investors, Blackstone looks forward to supporting the franchise’s enduring legacy and continued growth and success. e. Target: The Proposed Combination allows United Spirits Limited to divest its stake in the Target and focus on its core beverage and alcohol business to unlock its true potential with sustained growth, and to continue delivering on long-term value creation for its stakeholders.

c) The products, services and business(es) of the parties to the combination

Big Banyan

5. Big Banyan is a newly incorporated investment holding company in Singapore and does not currently have any business activities.

TIL

6. TIL is a digital products company with a diversified business presence in India including in digital news, advertising services, rewards programs, event management, communication platform services, credit card services, offers aggregation services, digital games, online jobs portal and software services. Globally, TIL’s business presence includes digital sports news, rewards programs and investments.

Times LLP

7. Times LLP is a newly incorporated entity in India and does not currently have any business activities. It intends to undertake a broad range of activities relating to sports franchise ownership, management, and commercialisation.

ICQ

8. ICQ is a newly incorporated entity and does not currently have any business activities.

Bolt

9. Bolt is a limited liability company, newly incorporated in Delaware and does not currently have any business activities. It intends to undertake a broad range of activities relating to sports franchise ownership, management, and commercialisation.

Topco (Blackstone)

10. Topco is not engaged in providing any products / services and / or performing the business of investment holding in India or worldwide since its incorporation. Topco is controlled by funds advised and / or managed by affiliates of Blackstone Inc.

Target

11. The Target is an Indian company primarily engaged in the ownership and operation of the Royal Challengers Bengaluru franchise including the Bengaluru-based professional cricket teams participating in the Indian Premier League and the Women’s Premier League. The Target does not have any business activities outside India.

d) The respective markets in which the parties to the combination operate

12. The Proposed Combination will neither have any impact on the competitive landscape in any plausible relevant market nor cause any appreciable adverse effect on competition in India. Accordingly, the exact relevant market definitions for evaluating the Proposed Combination may be left open.

13. However, to aid and assist the Hon’ble Commission in its assessment of the Proposed Combination, the relevant markets may be defined as below. a. Horizontal overlap: Market for publication of digital content in India. b. Potential vertical relationship: Upstream market for provision of event management services in India, and downstream market for procurement of event management services in India.

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