On March 13, 2023, CCI approved the acquisition of certain commercial real estate assets by Nexus Select Trust, a Real Estate Investment Trust (‘Nexus / Acquirer’) (‘Proposed Combination 4’). ^[1] The CCI noted that Proposed Combination 4 consisted of:

i.     Initial Portfolio Acquisition Transactions

• Direct acquisition of 100% shareholding of Daksha Infrastructure Private Limited (‘DIPL’), Select Infrastructure Private Limited (‘SIPL’), Nexus South Mall Management Private Limited (‘NSMMPL’) and certain other companies,^[2] by Nexus from the Sponsor Group,^[3] the shareholders of SIPL and certain third party shareholders.
• Indirect acquisition by Nexus of 100% shareholding of Westerly Retail Private Limited (through SIPL) and Mamadapur Solar Private Limited (through NSMMPL).
• Acquisition by Nexus (acting through its Manager) of 50% of the equity shares of Indore Treasure Island Private Limited (‘ITIPL’) from certain members of the Sponsor Group.^[4]

ii.    Unit Allotment: Wynford Investments Ltd. (‘Sponsor’), the Sponsor Group, SIPL shareholders and certain third-party shareholders of target entities will be issued units of Nexus in consideration for the transfer of their shareholding in the target entities to Nexus.

iii.   Listing of Units: Nexus will undertake an Initial Public Offering (‘IPO’) and list its units on recognised stock exchanges in India.

Post Proposed Combination 4, Nexus will be a listed entity with public investors as well as the Sponsor, the Sponsor Group, and the shareholders of SIPL holding units.

Parties to Proposed Combination 4

SIPL constructs malls and provides services to the users of retail shops and the occupiers of malls. SIPL owns and operates a mall by the name of ‘Select CITYWALK’ in Saket, New Delhi. Other than certain units sold to third parties, SIPL owns retail space in Select CITYWALK, with a view to let the same out on lease or license.

DIPL owns and operates commercial real estate assets in the city of Pune, Maharashtra; and further operates a renewable power plant in Solapur, Maharashtra.

ITIPL is also engaged in the business of operating commercial real estate. It presently operates an urban consumption center in Indore, Madhya Pradesh.

Competitive Assessment

The CCI observed that there was an overlap between activities of Blackstone entities and SIPL and DIPL. However, SIPL and DIPL’s market position in the business of commercial real estate does not appear to be significant in their respective regions. These regions also have several other similarly placed players.

Accordingly, the CCI approved Proposed Combination 4, holding that it was unlikely to have any AAEC in India.

[1] Combination Registration No. C-2022/11/986.

[2] Chitrali Properties Private Limited; CSJ Infrastructure Private Limited; Euthoria Developers Private Limited; Nexus Hyderabad Retail Private Limited; Naman Mall Management Company Private Limited; Nexus Mangalore Retail Private Limited; Nexus Mysore Retail Private Limited; Nexus South Mall Management Private Limited; Nexus Shantiniketan Retail Private Limited; Nexus Udaipur Retail Private Limited; Nexusmalls Whitefield Private Limited; Safari Retreats Private Limited; Vijaya Productions Private Limited.

[3] As per the notice filed under Section 6(2) of the Act, the term ‘Sponsor Group’ has been defined to mean: (a) SSIII Indian Investments One Ltd., (b) BREP Asia SG Alpha Holding (NQ) Pte. Ltd., (c) BREP Asia SG Red Fort Holding (NQ) Pte. Ltd., (d) BREP Asia SBS Red Fort Holding (NQ) Ltd., (e) BREP VIII SBS Red Fort Holding (NQ) Ltd., (f) BREP Asia SG Forum Holding (NQ) Pte. Ltd., (g) BREP Asia SBS Forum Holding (NQ) Ltd., (h) BREP VIII SBS Forum Holding (NQ) Ltd., (i) BREP Asia SG Kohinoor Holding (NQ) Pte. Ltd., (j) BREP Asia SBS Kohinoor Holding (NQ) Ltd., (k) BREP VIII SBS Kohinoor Holding (NQ) Ltd., (l) BRE Coimbatore Retail Holdings Ltd., (m) BREP Asia SBS Coimbatore Retail Holding (NQ) Ltd., (n) BREP VIII SBS Coimbatore Retail Holding (NQ) Ltd., and (o) BREP Asia II Indian Holding Co. IX (NQ) Pte. Ltd.

[4] All the target entities in the initial portfolio acquisition transactions (elaborated upon above), except DIPL, SIPL, and ITIPL, are entities controlled by funds advised and/or managed by affiliates of Blackstone Inc., a global alternative asset manager. These target entities largely own and operate commercial real estate assets in several cities across India, including the National Capital Region (‘NCR’) and Pune (‘Blackstone Entities’).