Summary
The Australian Competition and Consumer Commission (ACCC) has received an application under section 88(1) of the Competition and Consumer Act 2010 (the Act) for authorisation from Brookfield LP (Eos Aggregator (Bermuda) LP) (Brookfield LP) and MidOcean Reef Bidco Pty Ltd (MidOcean), collectively the Applicants. The Applicants request authorisation of their proposed acquisition of Origin Energy Limited (Origin), comprising two interdependent acquisitions (together, the Proposed Acquisition):
1. Scheme Acquisition: It is proposed that MidOcean will acquire 100% of the ordinary shares in Origin pursuant to a scheme of arrangement under the Corporations Act 2001 (Cth). The Scheme Acquisition is subject to various conditions precedent including FIRB approval, ACCC authorisation, Origin shareholder approval and Court approval.
2. On-Sale Acquisition: Conditional upon the Scheme Acquisition, MidOcean will procure that Origin’s business is divided into two separate businesses:
- Origin's Energy Markets business: comprising Origin's energy retailing business, electricity generating assets, energy wholesale and trading business, development assets relating to energy production and storage, its investment in Octopus Energy and its LPG business and domestic gas trading business. Origin's Energy Markets businesses will be acquired by Brookfield LP; and
- Origin’s Integrated Gas business: comprising Origin’s upstream gas interests and shareholding in Australia Pacific LNG (APLNG) will be retained by MidOcean.
The Applicants also provided a draft, court enforceable undertaking pursuant to section 87B of the Competition and Consumer Act 2010 – a draft ring-fencing undertaking offered by three Brookfield entities (the draft undertaking). A copy of the draft undertaking is available under the Applications heading below.
Immediately following completion of the Proposed Acquisition, MidOcean intends to sell 2.49% of Origin's 27.5% interest in APLNG to ConocoPhillips. This sale does not form part of the conduct for which the parties are seeking authorisation.
The Proposed Acquisition involves several entities with complex corporate structures. By way of summary:
- a Brookfield LP related entity currently has a controlling stake in AusNet Services Ltd (AusNet). AusNet owns and operates electricity transmission assets, electricity distribution assets, gas distribution assets and behind the meter services in the National Electricity Market;
- a separate Brookfield LP related entity currently has a 50% stake in Intellihub, a company that provides smart meters and associated services in Australia; and
- a co-underwriter in Brookfield LP currently has an indirect interest in Jemena. Jemena owns and operates gas transmission and processing facilities, gas distribution assets and electricity distribution assets in eastern Australia.
Further details about the Proposed Acquisition can be found in the application and supporting material, including annexures to the application and witness statements, published below.
The ACCC has 90 days from the date that the application was lodged to make its decision. This timeframe can be extended with the agreement of the Applicants. In this case, the Applicants have agreed to an extension and the ACCC has until 12 October 2023 to make its decision. The ACCC anticipates making its decision on 10 October 2023.
On 19 July 2023, the ACCC sent a transparency letter to the Applicants, available below under 'ACCC correspondence'. This letter identifies the lines of inquiry the ACCC is undertaking to determine whether it is satisfied of the requirements of s 90(7) of the Act.
On 27 August 2023, the Applicants provided a revised version of the draft undertaking to the ACCC (the Revised Proposed Undertaking). A copy of the Revised Proposed Undertaking is available under the Other heading below.
On 29 August 2023, the ACCC sent a further transparency letter to the Applicants, available below under 'ACCC correspondence'. This letter identified further detail regarding lines of inquiry the ACCC is undertaking to determine whether it is satisfied of the requirements of s 90(7) of the Act.
On 19 September 2023, MidOcean Energy Holdings Pty Ltd (MidOcean Energy) provided a draft undertaking to the ACCC. A copy of the draft undertaking from MidOcean Energy is available under the Other heading below.
An indicative timetable for the ACCC’s assessment of this matter is set out below for your information.
|
5 June 2023 |
Lodgement of merger application for authorisation and supporting submissions. |
|
6 June 2023 |
Public consultation process begins. |
|
22 June 2023 |
Closing date for submissions from interested parties. |
|
19 July 2023 |
Transparency letter sent to Applicants. |
|
27 July 2023 |
Closing date for submissions from interested parties on transparency letter. |
|
10 October 2023 |
ACCC Determination. |
Applicant(s)
- Brookfield LP (Eos Aggregator (Bermuda) LP)
- MidOcean Reef Bidco Pty Ltd
Target(s)
-
Name
Origin Energy LimitedACN
000 051 696
Applications
Other
| Document title | Date | |
|---|---|---|
| Draft s87B undertaking from MidOcean Energy | ||
| Revised Proposed Undertaking |