1. Peabody MNG Pty Ltd   2. Peabody SMC Pty Ltd

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/12/1213

17th March 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Peabody MNG Pty Ltd and Peabody SMC Pty Ltd

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 2nd December 2024, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Peabody MNG Pty Ltd. (Peabody MNG) and Peabody SMC Pty Ltd. (Peabody SMC) (collectively, Acquiring Entities).

2. The Notice was filed pursuant to the execution of (i) a share and asset purchase agreement dated 25th November 2024 amongst, inter alia, Peabody MNG, Peabody Energy Corporation (Peabody/Acquirer) and Anglo American Netherlands B.V. (Anglo Netherlands) (MNG Purchase Agreement); and (ii) a share purchase agreement dated 25th November 2024 amongst, inter alia, Peabody SMC, Peabody and Anglo Netherlands (SMC Purchase Agreement).

3. The proposed combination comprises of acquisition by Peabody of Australian steelmaking coal business of Anglo-American plc (Anglo) (Target Business) (Proposed Combination). It will involve a two-step acquisition of certain entities and certain assets as detailed hereunder:

• (i) Peabody MNG will acquire Anglo’s 88% interest in the unincorporated joint venture which owns Moranbah North and Grosvenor Mines (MNJV) pursuant to the MNG Purchase Agreement through Peabody MNG acquiring:
  • a. all of the issued shares in Anglo Coal (Grosvenor Management) Pty Ltd.
  • b. all of the issued shares in Anglo Coal (Moranbah North Management) Pty Ltd.
  • c. 88% of the issued shares in Moranbah North Coal (Sales) Pty Ltd. (Moranbah Sales); and
  • d. certain assets owned by Moranbah North Coal Pty Ltd.¹
• (ii) Peabody SMC will acquire all of the issued share capital in Anglo American Australia Limited (AAAL) from Anglo Netherlands pursuant to the terms and conditions of SMC Purchase Agreement. Pursuant to the SMC Purchase Agreement, Peabody SMC will indirectly acquire:
  • a. Anglo’s 70% interest in the Capricorn Coal Developments unincorporated joint venture which owns the Lake Lindsay open-cut and Aquila underground mines;
  • b. Anglo’s 86.3% interest in the Roper Creek unincorporated joint venture which owns the Oak Park open-cut mine;
  • c. Anglo’s 50% interest in the Moranbah South unincorporated joint venture which owns the Moranbah South development project;
  • d. Anglo’s 51% interest in the following unincorporated joint ventures which together comprise the “Dawson Complex”²:
    • i. the Dawson unincorporated joint venture which owns the Dawson Central and Dawson North open cut mines;
    • ii. the Dawson South unincorporated joint venture which owns the Dawson South open-cut mine;
    • iii. the Dawson South Exploration unincorporated joint venture which owns the Meridian development project;
    • iv. the Theodore South unincorporated joint venture which owns the Theodore development project; and
    • v. the Brisbane head office function relating to the operating assets to be acquired pursuant to the SMC Purchase Agreement and MNG Purchase Agreement.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 13th December 2024, certain information and clarifications were sought from the Acquiring Entities. The response to this letter was submitted by the Acquiring Entities on 10th February 2025 after seeking extension of time (Response). As the Response was found to be incomplete, the Acquiring Entities, vide letter dated 13th February 2025, the Acquiring Entities were again asked to provide requisite information/documents. The Acquiring Entities submitted their response on 21st February 2025 followed by additional submissions dated 28th February 2025 and 12th March 2025.

5. The Acquiring Entities are newly incorporated special purpose vehicles (SPVs) of Peabody, incorporated for the purposes of the Proposed Combination. Each of the Acquiring Entities is ultimately owned by Peabody. Peabody, the ultimate parent company of the Peabody Group, is a global producer and supplier of metallurgical and thermal coal. As submitted, as on 31st December 2023, the Peabody Group owned interests in seventeen (17) active coal mining operations located in the United States and Australia, including a 50% equity interest in Middlemount Coal Pty Ltd. and that in addition to its mining operations, the Peabody Group is involved in certain other business activities as well.

6. The Target Business comprising of only a portion of Anglo’s steel-making coal portfolio in Australia, is engaged in, inter alia, the supply of steel making coal primarily, metallurgical coal.

7. For the purpose of overlap assessment, the Commission observed that the primary area of assessment is the existing/potential horizontal overlaps between the activities of Peabody and the Target Business in India in the broader segment of “supply of coal” and in the narrower segments of “supply of metallurgical coal (coking coal)” and “supply of thermal coal (non-coking coal)”.

8. The Commission observed that, considering the nature and extent of aforesaid overlap and the competition assessment given in the subsequent paragraph, the Proposed Combination is not likely to cause a significant change in market dynamics in any of the plausible markets that could be delineated and accordingly, decided to keep the definition of relevant market open.

9. The combined market share of Peabody and the Target Business in each of the aforesaid broader and narrower sub-segments is estimated to be in the range of [0-5] percent which is insignificant. Of the aforesaid sub-segments, considering the existing presence and further considering and anticipating any price/quality differences, the Commission also considered further narrowed presence of Peabody and the Target Business in terms of imported coking coal. The Commission observed that the combined market share of Peabody and the Target Business in India in the segment of imported coking coal is estimated to be in the range of [5-10] percent with an insignificant increment. Considering the insignificant presence of Peabody and the Target Business in India in the relevant segments, the Proposed Combination is not likely to alter the market dynamics of any of the plausibly affected segments.

10. 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 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.

11. The order may be revoked if, at any time, the information provided by the Acquiring Entities is found to be incorrect.

12. The information provided by the Acquiring Entities shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

13. The Secretary is directed to communicate to the Acquiring Entities accordingly.

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Footnotes

1. During the review of the Proposed Combination, the Acquiring Entities submitted that Peabody MNG will acquire an additional 0.5% interest in MNJV and Moranbah Sales and will therefore acquire 88.5% in MNJV and Moranbah Sales, instead of the 88% interest that was proposed to be acquired as part of the Proposed Combination and submitted in the Notice. ↩

2. As submitted, Peabody intends to sell the Dawson assets acquired from Anglo to BUMA i.e., PT Bukit Makmur International. Peabody has entered into transaction documents with BUMA for this purpose, including loan arrangements under which BUMA provides Peabody the funds required to purchase the Dawson assets from Anglo (Dawson Onsale). As per the submissions, Dawson Onsale does not form part of the Proposed Combination and that there are transaction contingencies. Considering the transaction contingencies as detailed by the Acquiring Entities, Dawson Onsale has not been considered by the Commission. ↩