Bain Capital Investors, LLC, Bain Capital Credit Member, LLC and Bain Capital Credit Member II, Ltd. — Combination C-2022/05/933

COMPETITION COMMISSION OF INDIA 15.07.2022 Notice under Section 6(2) of the Competition Act, 2002 jointly filed by Bain Capital Investors, LLC, Bain Capital Credit Member, LLC, & Bain Capital Credit Member II, LTD

CORAM: Mr. Ashok Kumar Gupta Chairperson

Ms. Sangeeta Verma Member

Mr. Bhagwant Singh Bishnoi Member

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

1. On 31.05.2022, the Competition Commission of India (Commission) received a notice under Section 6(2) of the Competition Act, 2002 (Act) jointly filed by Bain Capital Investors LLC (Bain Capital), Bain Capital Credit Member, LLC, & Bain Capital Credit Member II, LTD (collectively, Bain Credit). The notice has been filed pursuant to the terms of a Share Subscription Agreement entered into between Citiustech Healthcare B.V. (Target), Barolo Mezz B.V., and India RF Mauritius Investment 3 (InvestCo) on 04.05.2022. Further, a binding term sheet regarding Bain Credit’s investment (Bain Credit Term Sheet) has also been executed in relation to the proposed combination.

2. The proposed transaction provides that InvestCo will subscribe over 30% of the total number of issued shares of CitiusTech, and such shares will represent approximately half the economic interest in CitiusTech (Proposed Combination). Further, it is Combination Registration No. C-2022/05/933 submitted that, as part of the Proposed Combination, it is expected that Bain Credit will (through InvestCo) invest alongside funds managed or advised by Bain Capital and is not expected to acquire (indirectly) more than (0-5)% of the shares in CitiusTech. As a minority investor, Bain Credit will acquire only customary minority protection rights.

3. It is also stated that CitiusTech is currently solely controlled by funds managed or advised by Baring Private Equity Asia (BPEA). Following the completion of the Proposed Combination, BPEA will, together with funds managed or advised by Bain Capital, exercise joint control over CitiusTech (Hereinafter, CitiusTech, Bain Capital, and Bain Credit are collectively referred to as “Parties”).

4. In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), the Commission, vide letter dated 14.06.2022, sought certain information(s)/clarification(s), inter alia, relating to the proposed transaction (RFI). Further, certain clarification(s)/information were also sought in relation to the Proposed Combination. Combined response to the RFI and clarifications were received on 05.07.2022.

Parties to the Combination

5. Bain Capital, a company incorporated in the United States of America, is a private equity investment firm that invests, through its family of funds, in companies across a number of industries, including information technology, healthcare, retail and consumer products, communications, financial services, and industrial/manufacturing.

6. Bain Credit is a global credit specialist and it invests up and down the capital structure and across the spectrum of credit strategies, including leveraged loans, high-yield bonds, distressed debt, private lending, structured products, non-performing loans, and equities. Bain Credit are the ultimate general partners of the various funds or accounts managed or advised by Bain Capital Credit, LP.

Combination Registration No. C-2022/05/933

7. It is submitted that while Bain Capital Investors, LLC is the ultimate controlling entity/general partner, Bain Capital Credit Member, LLC and Bain Capital Credit Member II, Ltd. are together the ultimate controlling entities/general partners.

8. In relation to InvestCo, it is submitted that the funds managed or advised by Bain Capital will give effect to the Proposed Combination through investment vehicle InvestCo, and InvestCo has no other business activities. Funds managed or advised by Bain Capital have established InvestCo for the purpose of entering into the Proposed Transaction. Further, entities managed by Bain Credit will indirectly hold (5-10) % of InvestCo and the rest of the shareholding in InvestCo will be indirectly held by Bain Capital.

9. CitiusTech is currently solely controlled by funds managed or advised by BPEA. CitiusTech holds approximately 80% interest in CitiusTech Healthcare Technology Private Limited (CT India) and does not have any business activities as such. CT India is a healthcare technology services and solutions provider. CT India provides healthcare software engineering, healthcare professional services, healthcare QA test automation, healthcare technology consulting, healthcare BI/ Analytics, and business and process outsourcing services in healthcare.

10. It is stated that BPEA Group, dual-headquartered in Hong Kong and Singapore, is a pan- Asian private markets firm. BPEA Group manages a private equity investment program, sponsoring buyouts and providing growth capital to companies for expansion or acquisitions, with a particular focus on the Asia Pacific region, as well as dedicated funds focused on private real estate and private credit.

Identification of Overlaps and Relevant Markets

11. It is submitted that the activities of the Target (through CT India) in India broadly fall within the IT and ITES sector, and none of the Bain Credit Portfolio Companies are active in any business activities that could be considered a part of the IT and ITES sector. As such, there are no overlaps between Bain Credit (including through the Bain Credit Portfolio Companies) and CitiusTech (including through CT India). However,

Combination Registration No. C-2022/05/933 certain controlled portfolio companies of Bain Capital are broadly engaged in the IT and ITES sector.

12. The Parties submitted the following relevant market(s) for the purpose of the competition assessment of the Proposed Combination: (i) the broad relevant market for “provision of IT and ITES services in India” (Broad Relevant Market); (ii) the narrow relevant market for “provision of IT implementation services in India” (Narrow Relevant Market); and (iii) the narrowest relevant market for “IT implementation services to the healthcare segment in India” (Narrowest Relevant Market) (hereinafter, together referred to as “Relevant Markets”).

13. The Commission decided to assess the Proposed Combination in the segments identified by the Parties. However, the exact delineation of the relevant market is being left open, as the material available on record does not suggest that the Proposed Combination is likely to cause any competition concern in India.

14. Based on the submissions of the Parties, it is observed that, in each of the Relevant Markets identified above, the combined market share of the Parties is insignificant, and the incremental market share is miniscule in each of the Relevant Markets. Further, it is noted that there are other players present in the Broad Relevant Market and the Narrow Relevant Market each, such as TCS, IBM, Microsoft; and in Narrowest Relevant Market, such as Cognizant, TCS, Accenture, Microsoft, who will continue to pose competitive constraints to the Parties post the Proposed Combination.

15. Considering the facts on record including the details provided in the Notice given under Section 6(2) of the Act and 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 appreciable adverse effect on competition in India in any of the relevant market(s) and therefore, the Commission hereby approves the same under Section 31(1) of the Act.

16. This order may be revoked if, at any time, the information provided by the Parties is found to be incorrect.

Combination Registration No. C-2022/05/933

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

18. The Secretary is directed to communicate to the Parties accordingly.