- Genesee & Wyoming
Brookfield and GIC (together, the Brookfield Consortium) have sought ACCC clearance in relation to the Brookfield Consortium’s plans to acquire 100% of the share capital of GWI (the Proposed Global Transaction).
One of GWI’s assets is a 51.1% stake (GWI Interest) in Genesee & Wyoming Australia Holdings LP (GWA). In Australia, GWI operates through GWA, which undertakes certain rail operations. GWA is a limited partnership, with the remaining 48.9% of the equity collectively held by funds advised by Macquarie Infrastructure and Real Assets (MIRA) and its co-investor PGGM Infrastructure Fund (PGGM).
Brookfield has decided as a commercial matter to divest the GWI Interest in GWA. Consistent with that decision, and to ensure timely assessment of the Proposed Global Transaction, Brookfield Infrastructure Group (Australia) Pty Ltd (Brookfield) has offered an undertaking to the ACCC to divest the GWI Interest in GWA to MIRA and PGGM.
Brookfield considers that the divestiture removes any overlap arising from the Proposed Global Transaction and therefore any potential competition concerns would be resolved if the GWI Interest in GWA is divested.
The proposed undertaking places obligations on the Brookfield Consortium to:
- ensure that the GWI Interest is sold to an Approved Purchaser; and
- provide for the effective oversight of Brookfield’s compliance with the proposed undertaking.
At the time of giving the proposed undertaking, MIRA/PGGM have been put forward as the Approved Purchaser.
A copy of the proposed undertaking is attached below.
The ACCC invites submissions on the Proposed Global Transaction and the proposed undertaking by 19 September 2019.
Submissions may be emailed to email@example.com with the title ‘Submission re: Brookfield Consortium – attention Rachel Desmond / Nick Schuller’.
|09/08/2019||The ACCC received a request for clearance under the Informal Merger Review Process|
|04/09/2019||The ACCC received a draft undertaking|
|13/09/2019||The ACCC commenced public consultation about the proposed undertaking|
|19/09/2019||Closing date for submissions regarding the proposed undertaking|
- Rachel Desmond
- Nick Schuller