AIPCF VIII A-TE Funding L.P.

Page 1 of 4 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/03/1263 13th May 2025 Notice under Section 6(2) of the Competition Act, 2002 given by AIPCF VIII A-TE Funding L.P. 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 24th March 2025, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) given by AIPCF VIII A-TE Funding L.P. (Acquirer). The Notice was filed pursuant to inter alia execution of the Purchase and Sale and Subscription Agreement dated 18th March 2025 executed amongst the Acquirer, Perseus Parent L.P. (Target), Pegasus Parent, L.P. (Pegasus), AP X Perseus Holdings, L.P., and AIPCF Credit Opportunity Holdings L.P. (Subscription Agreement). 2. The proposed combination entails proposed investment by the Acquirer in the Target. Following the proposed combination, the Acquirer will secure ~13% of the limited partnership interests in the Target. In addition, the Acquirer will have rights such as Combination Registration No. C-2025/03/1263 Page 2 of 4 board representation and certain customary minority investor protection rights in the Target (Proposed Combination). 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letters dated 7th April 2025 and 21st April 2025, certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirer. The Acquirer submitted responses to the same dated 15th April 2025 and 24th April 2025 after seeking an extension of time. Further, a voluntary submission was received on 30th April 2025. 4. The Acquirer is a Delaware incorporated special purpose vehicle (SPV) which will operate as an investment fund. Since, the Acquirer is a newly incorporated SPV, it does not have any investments in India or worldwide. The affiliates of member team have been identified in accordance with the Materiality Threshold1 and include, inter alia, the investment manager, economic general partner, non-economic general partner, and limited partner of the Acquirer (collectively, “Member Team”). The Member Team comprises three individuals which ultimately control AIPCF VIII, LLC. The individuals include two general partners and one director. The Member Team together with all its affiliates (including the Acquirer) is referred to as the American Industrial Partners Group (“AIP Group/Acquirer Group”). Thus, Acquirer Group is defined as the ultimate parent entity (UPE) (i.e., Member Team) and its affiliates. The Acquirer Group is an operationally oriented private equity group which manages over USD 17 billion of private equity capital and currently has investments in 28 portfolio companies with activities in the industrial businesses segment (e.g. transportation and logistics, metals and mining, and aerospace and defence) across global markets including India. 5. The Target is a Delaware incorporated limited partnership that is ultimately indirectly controlled by Apollo Global Management, Inc. ((AGM) together with the indirect subsidiaries of AGM managing the investment funds (Apollo)), and in turn, with the 1 The affiliates have been identified in accordance with the Materiality Threshold (i.e. any entity in which the Member Team: (a) directly or indirectly holds a shareholding of 10% or more; or (b) has a right or ability to nominate a director or observer; or (c) has the right or ability to access commercially sensitive information (Materiality Threshold)). Combination Registration No. C-2025/03/1263 Page 3 of 4 investment funds managed by affiliates2 of Apollo (Apollo Funds). The Target was formed as part of an internal group restructuring (Internal Restructuring) prior to the Proposed Combination. The business of the Target prior to the Internal Restructuring indirectly comprised the DriV Division and Performance Solutions Division as well as the Clean Air & Powertrain Division. Post the Internal Restructuring, the indirect businesses of the Target remain unchanged. To clarify, the Internal Restructuring consists of separating the DRiV Division and Performance Solutions Division of Tenneco, Inc. (Tenneco) from the Powertrain Division and Clean Air Division within Tenneco. 6. Following an Internal Restructuring that is being undertaken separately from and independent of the Proposed Combination, the Target will hold the (a) Clean Air Division and (b) Powertrain Division of Tenneco.3 It is submitted that post-Internal Restructuring the ultimate controller of these entities will remain the Apollo Funds. The Target (post Internal Restructuring) will be primarily engaged in the manufacturing, marketing and distribution of engine components for light vehicles (LV) and commercial truck and off-highway vehicles (CTOH). It will also have subsidiaries in the Americas, Asia-Pacific, and Europe that operate ~121 manufacturing facilities and ~22 technical centres worldwide (including, India). 7. For the purpose of overlap assessment, the activities of the Acquirer Group (including its affiliates) and Target in India have been considered. It is submitted that Acquirer Group (including its affiliates) and Target do not exhibit any existing or potential horizontal or complementary overlaps in India. It is noted that the Acquirer Group (through its affiliate) is engaged in supply of industrial fasteners for the automotive industry in India and on the other hand the Target is engaged in supply of automotive components in India. It is also submitted that industrial fasteners can be used as input for components manufactured by companies active in the automotive sector. Accordingly, there is a potential for a vertical linkage for industrial fasteners between 2 Ibid 3 The Internal Restructuring is stated to be a recapitalization and legal reorganization being implemented solely to delineate the DriV Division and Performance Solutions Division of Tenneco from the Powertrain Division and Clean Air Division within Tenneco, all of which are currently indirectly held by Apollo Investment Fund IX L.P. (together with its parallel funds, “Apollo Fund IX”). Combination Registration No. C-2025/03/1263 Page 4 of 4 the Acquirer Group and Target in India. However, the Commission noted that the Target does not purchase industrial fasteners from the Acquirer Group (including its affiliate) or any other third party in India for use in its products. Further, it is observed that the Acquirer Group’s market share in the industrial fasteners market is not such as to raise any foreclosure related competition concerns. 8. 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. 9. This order may stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect. 10. The information provided by Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 11. The Secretary is directed to communicate to the Acquirer accordingly.