Decision CPC 19_2022

ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 19/2022 Case Number: 08.05.001.022.009 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of a concentration concerning the acquisition of the share capital of Oldcastle BuildingEnvelope, Inc. by KPS Capital Partners, LP, via Oscar Topco, LLC Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Andreas Karydis Member Mr. Panayiotis Ousta Member Mr. Aristos Aristeidou Palouzas Member Mr. Polynikis-Panagiotis Charalambides Member Date of Decision: 6th of April 2022 SUMMARY OF THE DECISION On 14/03/2022, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of KPS Capital Partners, LP (hereinafter the “KPS”), a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which, KPS, will acquire the share capital of Oldcastle Building Envelope, Inc. (hereinafter the “ΟΒΕ” or the “Target”), through Oscar Topco, LLC. The participating parties of the proposed transaction are the following: 1  KPS Capital Partners, LP is a company duly registered under the laws of Delaware, United States of America. Through its affiliated entities, it is the manager of the KPS Special Situations Funds, a family of investment funds. It is a limited partnership controlled by its general partner, KPS Capital Partners, LLC. Its partners, in recent years, have worked solely to realize substantial capital appreciation by investing in controlling shares of manufacturing and industrial companies in a wide range of industries, including basic materials, branded consumer goods, health and luxury products, auto parts, capital equipment and general construction.  Oscar Topco, LLC is a newly incorporated limited liability company incorporated under the laws of Delaware, United States of America. It has no any commercial activity and it was formed for the purposes of the proposed transaction. It is wholly owned and controlled by KPS Special Situations Fund V, which is an investment fund managed by KPS.  The Target is a company duly registered under the laws of Delaware, United States of America. It is a vertically integrated manufacturer and distributor of glazing and hardware solutions. It manufactures and distributes highly customized and project-critical branded hardware for showers, railings, doors, windows and other glazing-focused products. In addition, it is a certified value-added manufacturer of custom glass products, including tempered, insulating, laminated and other interior glazing. Furthermore, it provides high performance aluminum system solutions such as showcases, wall windows and curtain walls. It is indirectly owned by CRH plc, an international group of diversified building and construction materials companies. This concentration is based on the Purchase Agreement (hereinafter the “Agreement”) dated 28/02/2022, between CRH Americas Products Inc. (Seller), Oscar Topco, LLC, (Buyer) and ΟΒΕ. According to this Agreement, KPS, through Oscar, intends to acquire all the issued and outstanding shares of OBE from CRH Americas Products Inc. The Commission, taking into account the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6