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NON- CONFIDENTIAL
Combination Registration No.: C-2024/03/1125
6^th 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 Formerly known as BIP India Infra Projects Management Services Private Limited
^2 Belonging to the Brookfield Group
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NON- CONFIDENTIAL
Combination Registration No. C-2024/03/1125
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.
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 4^th January 2024 (SPA).
The notifying parties vide communications dated 09^th April 2024, 10^th April 2024^3, 15^th May 2024, and 21^st 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 23^rd April 2024, 25^th April 2024, 30^th April 2024, 31^st May 2024, 6^th June 2024, 10^th June 2024, and 28^th June 2024.
In terms of Regulation 19(3) of the Combination Regulations read with Section 36(4) of the Act, the Commission vide its direction dated 9^th 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 17^th July 2024 and 1^st August 2024. The Commission vide its order dated 30^th 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 15^th April 2024
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Combination Registration No. C-2024/03/1125
submissions of one of the TSPs. In response, the notifying parties furnished their submissions dated 4^th August 2024.
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.
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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NON- CONFIDENTIAL
Combination Registration No. C-2024/03/1125
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.
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.
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.
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.
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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Combination Registration No. C-2024/03/1125
provision of passive telecom infrastructure services in India and exhibit horizontal overlap.
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).
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,
