Summary
On 5 June 2023, Brookfield LP (Eos Aggregator (Bermuda) LP) (Brookfield) and MidOcean Reef Bidco Pty Ltd (MidOcean), collectively the Applicants, applied under section 88(1) of the Competition and Consumer Act 2010 (the Act) (Application) for authorisation of the proposed acquisition by MidOcean of 100% of the ordinary shares in Origin Energy Limited (Origin) and the proposed subsequent on-sale of the Origin Energy Markets business to Brookfield (together, the Proposed Acquisition).
The Applicants also provided a draft, court enforceable undertaking pursuant to section 87B of the Act – 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.
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 below.
The ACCC had 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, and in this case, the Applicants agreed to two extensions, first until 28 September 2023 and then until 12 October 2023.
On 19 July 2023, the ACCC sent a transparency letter to the Applicants, available below under 'ACCC correspondence'. This letter identified the lines of inquiry the ACCC was undertaking to determine whether it was 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 was undertaking to determine whether it was 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.
On 10 October 2023, the ACCC decided to authorise the Proposed Acquisition on the conditions, pursuant to section 88(4) of the Act, that each of Brookfield, AusNet, and MidOcean Energy, must give, and comply with, certain undertakings to the ACCC under section 87B of the Act (the Undertakings).
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5 June 2023 |
Lodgement of merger application for authorisation and supporting submissions. |
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6 June 2023 |
Public consultation process begins. |
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22 June 2023 |
Closing date for submissions from interested parties. |
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19 July 2023 |
Transparency letter sent to Applicants. |
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27 July 2023 |
Closing date for submissions from interested parties on transparency letter. |
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10 October 2023 |
ACCC Determination. |
The ACCC’s determination and a summary of the ACCC’s reasons are available under ‘Decisions’ below.
The full reasons for the ACCC’s determination is available under 'Decisions' below.
Applicant(s)
- Brookfield LP (Eos Aggregator (Bermuda) LP)
- MidOcean Reef Bidco Pty Ltd
Target(s)
-
Name
Origin Energy LimitedACN
000 051 696
Applications
Other
Decisions
| Document title | Date | |
|---|---|---|
| Reasons for Determination | ||
| Summary of Reasons for Determination | ||
| Determination |