Orogen-Brunson L.P. Combination Approval

COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2023/06/1038)

29th August 2023

Notice under Section 6(2) of the Competition Act, 2002 given by Orogen-Brunson L.P.

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sangeeta Verma Member

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

1. On 27th June 2023, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act 2002 (Act) given by Orogen-Brunson L.P. (Acquirer). The Notice was filed pursuant to the execution of the Stock Purchase and Exchange Agreement (SPEA) dated 7th June 2023 entered between the Acquirer, BCPE Beetle Holdings L.P., Brillio Holdings, Inc. (Target) and the Mamodia Parties1.

Proposed Combination

2. The proposed combination envisages acquisition of up to 30% shareholding in the Target by the Acquirer on a fully diluted basis (Proposed Combination). The Proposed Combination will be undertaken by way of the SPEA and involves acquisition of shares from existing shareholders of the Target viz, (i) Beetle and (ii) the Mamodia Parties (Secondary Purchase) and subscription to certain preferred shares (Primary Issuance). Immediately following the Secondary Purchase, the Target shall issue to the Acquirer, preferred shares (Exchange Preferred Shares) in exchange for the total

---

1 Rajendra Mamodia, Romir Mamodia RK Irrevocable Trust, Romir Mamodia RM Irrevocable Trust, Tanmay Mamodia RK Irrevocable Trust, Tanmay Mamodia RM Irrevocable Trust

number of shares acquired by way of the Secondary Purchase. The shares acquired by way of the Secondary Purchase will be deemed cancelled and retired. Post these steps, the Acquirer will hold up to 30% shareholding of the Target on a fully diluted basis.

Parties to the Proposed Combination

3. The Acquirer is a limited partnership formed in the United States of America (USA) with Orogen Co-Invest GP LLC (a limited liability company formed in the USA) (Orogen Co-Invest) as its General Partner (GP). The shareholders of Orogen Co-Invest include Orogen Holdings LLC, Atairos-Orogen Holdings LLC and Iris White Investment Pte Ltd. (Iris White, a venture capital and growth firm formed in Singapore which forms part of the GIC group). Based on the inter se arrangements and specificities of Delaware LLC Act which govern the Acquirer, the Acquirer submitted that it is controlled only by groups of Orogen Holdings LLC (Orogen Group) and the group of Atairos Group, Inc.2 (Atairos) (Atairos Group) and that the GIC Group does not control the Acquirer.

4. The Orogen Group makes significant long-term strategic investments in financial services companies and related businesses and Atairos Group, launched in 2016 is engaged in the business of making financial investments. As submitted, Atairos is an independent strategic investment company focused on supporting growth-oriented businesses. Both Orogen Group and Atairos Group have multiple partner companies. The list of partner companies (as per Materiality Thresholds) of the Orogen Group include AgentHome, ArdaN and EXL US. The list of partner companies of Atairos include AgentHome, ArdaN, EXL US, Arcis, Bowlero, GeoComply, Learfield, LifeLabs, Ocean Outdoor, Opry, Trinet and the Orogen Group itself.

5. The Target is engaged in provision of global technology consulting and business solutions, with a focus on digital technologies and big data analytics. Further the Target

---

2 As submitted, Comcast Corporation (Comcast) holds non-voting interest in Atairos Group, Inc. which represents a substantial majority of the economic interests. Accordingly, it was stated that Comcast does not control the Acquirer.

also provides services including product engineering, digital strategy & consulting, big data & analytics, digital infrastructure, CRM, DevSecOps, Experience Design and business intelligence.

Competition Assessment

6. For the purpose of competition assessment, the Acquirer submitted that the only presence of Orogen Group and Atairos Group in India is in the form of EXL Service.com India Private Limited (EXL India/Acquirer Entity) through their shareholding in EXL Service Holdings, Inc. (EXL US). The Commission observed that EXL India is engaged in the business of (i) providing digital operations and (ii) analytics services to various sectors including insurance, healthcare, financial services, media, and retail. The Target is present in India only through its subsidiary, Brillio India (Target Entity), which provides global technology consulting and business solutions, with a focus on digital technologies and big data analytics. As noted above, the Acquirer had submitted that Comcast and GIC Group do not control the Acquirer. Accordingly, the Acquirer was of the view that overlap analysis is not required with the relevant entities of GIC Group and Comcast. However, considering the extent of shareholding and information on record, the Commission asked the Acquirer to submit information in respect of entities belonging to GIC Group and Comcast active in provision of data analytics in India. In this regard, the Acquirer, on a without prejudice basis, submitted there is no overlap with controlled entities of Comcast and GIC Group submitted that it has interests in three companies that are engaged in provision of data analytics services viz., Mphasis Limited, Sutherland Global Services Private Limited and Virtusa Corporation. The Commission considered the same in assessment of the Proposed Combination accordingly.

7. In the above backdrop, the Commission observed that the activities of Acquirer Groups and Target overlap in the area of data analytics and assessed the Proposed Combination accordingly.

8. Data analytics is a broad term that encompasses many diverse types of data analysis. Any type of information can be subjected to data analytics techniques to get insights that can be used to improve outcomes. Data analytics techniques can reveal trends and metrics that would otherwise be lost in the mass of information. This information can then be used to optimize processes to increase the overall efficiency of a business or system. The providers of data analytics include IT services providers, ITeS providers, boutique analytics firms, consultancy firms and captives. Data analytics is a broad term and may be segmented narrowly considering the characteristics etc. of the services availed by various users and/or services provided by aforesaid service providers. However, as the Proposed Combination is not likely to cause any appreciable adverse effect on competition in any of the plausible relevant market(s) that can be delineated, the question of exact delineation of relevant market is left open.

9. The Commission observed that both the Acquirer Entity and Target Entity have a limited presence in the Indian data analytics market as reflected in their turnover. Further, a substantial majority of Target's revenue (through the Target Entity) is from its intra-group provision of services to its group companies located outside India. Resultantly, the overall position of the combined entity in the data analytics market and the increment in terms of market shares resulting from the Proposed Combination is insignificant to cause any change in competition dynamics.

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 any AAEC 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 Acquirer is found to be incorrect.

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

13. The Secretary is directed to communicate to the Acquirer accordingly.