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COMPETITION COMMISSION OF INDIA
Combination Registration No.: C-2024/03/1125
6th August 2024
Notice under Section 6(2) of the Competition Act, 2002 jointly given by Data
Infrastructure Trust, BIF IV Jarvis India Pte. Ltd., Brookfield Manager Holdings Ltd.,
BCI IRR India Holdings Limited Partnership, BCI IRR India Holdings Inc., Varese IRR
LP, Anahera Investment Pte. Ltd., Valkyrie Investment Pte. Ltd., and Project Holdings
Nine (DIFC) Limited
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 27th 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 Data Infrastructure Trust (DIT), acting through its investment manager
Data Link Investment Manager Private Limited1 (Investment Manager); BIF IV Jarvis
India Pte. Ltd.2 (Jarvis/Brookfield Sponsor); Brookfield Manager Holdings Ltd.
(Brookfield Shareholder); BCI IRR India Holdings Inc. (BCI India Inc); BCI IRR
India Holdings Limited Partnership (BCI India LP); Anahera Investment Pte. Ltd.
(Anahera); Varese IRR LP (Varese); and Valkyrie Investment Pte. Ltd. (Valkyrie).
1 Formerly known as BIP India Infra Projects Management Services Private Limited
2 Belonging to the Brookfield Group
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Initially, Project Holdings Nine (DIFC) Limited (BN Co-Sponsor), being one of the
acquirers in one of the interconnected transactions, was not a notifying party to the
Notice. However, in response to the communication issued under regulation 14 of the
Competition Commission of India (Procedure in regard to the Transaction of Business
Relating to Combinations) Regulations, 2011 (Combination Regulations), it also
became a notifying party.
2.
The Notice was given pursuant to the execution of inter alia Share Purchase Agreement
amongst DIT, ATC Asia Pacific Pte. Ltd., ATC Telecom Infrastructure Private Limited
(ATC India), and American Tower International, Inc. (ATC US) on 4th January 2024
(SPA).
3.
The notifying parties vide communications dated 09th April 2024, 10th April 20243, 15th
May 2024, and 21st June 2024 issued under regulation 14 of the Combination
Regulations were required to remove defects from the Notice and furnish certain
information relevant for the purpose of assessment of the proposed combination. The
notifying parties furnished their responses vide submissions dated 23rd April 2024, 25th
April 2024, 30th April 2024, 31st May 2024, 6th June 2024, 10th June 2024, and 28th June
2024.
4.
In terms of Regulation 19(3) of the Combination Regulations read with Section 36(4)
of the Act, the Commission vide its direction dated 9th July 2024 required certain
telecom service providers (TSPs) to furnish their comments, relevant to the competition
issue related to passive telecom infrastructure services in India, on the transaction
involving the proposed acquisition of 100% of the share capital of ATC India by DIT.
The Commission received responses between 17th July 2024 and 1st August 2024. The
Commission vide its order dated 30th July 2024, under regulation 19(2) of the
Combination Regulations, directed the notifying parties to furnish their response to the
3 read with clarification dated 15th April 2024
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submissions of one of the TSPs. In response, the notifying parties furnished their
submissions dated 4th August 2024.
5.
The proposed combination envisages the acquisition of 100% of the share capital of
ATC India by DIT (Proposed ATC Acquisition). It is also envisaged that DIT will
issue units to entity(ies) belonging to Brookfield Group viz., BN Co-Sponsor; BCI
Group viz., BCI India Inc, BCI India LP; and GIC Group viz., Anahera (Proposed DIT
Unit Allotment). Further, BIF IV Jarvis IM Holdco Pte. Ltd (IM Holdco), holding
company of the Investment Manager, will issue shares to its existing shareholders viz.,
Brookfield Shareholder (belonging to the Brookfield Group), Valkyrie (belonging to the
GIC Group), and Varese (belonging to the BCI Group) (Proposed IM Holdco Share
Issue). The Proposed ATC Acquisition, Proposed DIT Unit Allotment, and Proposed
IM Holdco Share Issue are collectively referred to as the Proposed Combination. The
Proposed DIT Unit Allotment and the Proposed IM Holdco Share Issue are inter-
connected to the Proposed ATC Acquisition. The post-Proposed DIT Unit Allotment
unitholding percentage of Brookfield Group, GIC Group and BCI Group in DIT would
be at minor variations to their pre-Proposed DIT Unit Allotment unitholding in DIT.
Further, there will be no change to the shareholding percentage (and effective interest)
of the shareholders of IM Holdco pursuant to the Proposed Share Issue.
6.
DIT is an infrastructure investment trust registered with the Securities and Exchange
Board of India (SEBI) under the Securities and Exchange Board of India (Infrastructure
Investment Trusts) Regulations, 2014. It has wholly owned subsidiaries viz. Summit
Digitel Infrastructure Limited (Summit), Crest Digitel Private Limited (Crest), Roam
Digitel Infrastructure Private Limited (Roam) and Crest Virtual Network Private
Limited (Crest VNPL). Both, Summit and Crest are engaged in the provision of passive
telecom infrastructure services in India. However, Roam and Crest VPNL are not
engaged in any activity.
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7.
ATC India is an indirect subsidiary of ATC US. It is engaged in the provision of passive
telecom infrastructure services in India. ATC India currently has two wholly-owned
subsidiaries. However, at the time of closing, ATC India will not hold any shares of, or
interests in any of these subsidiaries.
8.
Brookfield Corporation is the ultimate holding entity of the Brookfield Group. It
controls a global alternative investment management company, which owns and
operates assets focused on infrastructure, renewable power, property and other real
estate assets.
9.
British Columbia Investment Management Corporation (BCI) is a Canadian
institutional investor. BCI’s portfolio includes investments in: (i) healthcare, (ii)
education services, (iii) automotive components, (iv) technology, (v) logistics, (vi)
infrastructure services, etc. at a worldwide level.
10.
Anahera is a foreign portfolio investor registered with the SEBI. Valkyrie is a Foreign
Venture Capital Investors (FVCI) registered with the SEBI under the SEBI (Foreign
Venture Capital Investors) Regulations, 2000. Hereinafter, Anahera and Valkyrie are
collectively referred to as GIC Investors. The GIC Investors are part of the GIC Group.
11.
It has been submitted that for a TSP to provide connectivity to its end consumers, it
requires passive infrastructure and active infrastructure. Passive telecom infrastructure
could be defined as the infrastructure required by telecom service provider to install
active infrastructure for the provision of telecommunications services. Passive telecom
infrastructure mainly consists of towers and dark fibre networks along with the power
setup. It refers to equipment such as towers, shelters, power regulation equipment,
battery banks, diesel generator sets, air conditioners, and fire extinguishers required at
a site where such towers are installed. Both DIT and ATC India are active in the
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provision of passive telecom infrastructure services in India and exhibit horizontal
overlap.
12.
The notifying parties have submitted that the relevant product market may be defined
as the market for provision of passive infrastructure services through telecom towers in
India (Passive Telecom Infrastructure Market), and the same need not be segmented
further. This is largely based on the submissions that from a demand-side perspective,
the products that form part of the Passive Telecom Infrastructure Market provide the
TSPs with the same functionality, i.e., the ability to install antennae and active
equipment to increase coverage. Further, from a supply-side perspective, there is also
substitutability between various passive telecom infrastructure products. Key players in
the Passive Telecom Infrastructure Market are active in erecting all kinds of towers.
There are no regulatory requirements that prohibit passive telecom infrastructure
providers that are active in setting up one type of tower from setting up another type of
tower. All companies that have the Infrastructure Providers Category-I Registration (IP-
1 Registration) can expand into other types of towers. Therefore, the supplier of one
type of tower (for example macro towers) can easily provide other types of towers (like
small cell sites).
13.
With regard to the relevant geographic market, it has been submitted that the Passive
Telecom Infrastructure Market should be considered on a national basis, i.e., India-wide,
since the competitive conditions for the supply of passive telecom infrastructure services
are uniform across India. This is largely based on the submissions that all major passive
telecom infrastructure providers typically operate across the majority of telecom circles;
key customers of passive telecom infrastructure providers i.e., TSPs typically have a
presence across India and enter into Master Service Agreements (MSAs) with multiple
passive telecom infrastructure providers at the national level; IP-1 Registration issued
by the Department of Telecommunication, Government of India, pursuant to which
Indian companies are permitted to provide passive telecom infrastructure services,
