The proposed combination relates to the right to nominate a director on the board of directors of Embassy Office Parks REIT (Embassy REIT/Target) by the APAC Company XXIII Limited (APAC XXIII/ Acquirer 1) and Kotak Performing RE Credit Strategy Fund I (Kotak Fund/ Acquirer 2).
The Acquirers propose to collectively exercise their right pursuant to the recent amendments to the Securities Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, (as amended) to nominate a director on the board of directors of Target, the manager of Embassy Office Parks REIT (Embassy REIT) (Proposed Combination). Acquirer 1 is owned and controlled by funds ultimately managed by Bain Capital Credit Member, LLC, Bain Capital Credit Member II, LLC, and/or Bain Capital Credit Member III, LLC (collectively, BCC). BCC is a global credit specialist, and it invests, through its family of funds, across the credit spectrum in credit-related strategies, including leveraged loans, high-yield bonds, direct lending, bespoke capital solutions, structured equity, hard assets, and distressed securities.
Acquirer 2 is an alternative investment fund registered with the SEBI under the SEBI (Alternative Investment Funds) Regulations, 2012, and is managed by Kotak Alternate Asset Managers Limited (erstwhile Kotak Investment Advisors Limited). Target is the manager of Embassy REIT. Target is a private limited company and has its registered office situated in Bengaluru, Karnataka. Embassy REIT was settled as an irrevocable trust under the provisions of the Indian Trusts Act, 1882, with the principal objective to own, operate, and invest in rent and/ or income-generating real estate and related assets in India. It is registered with SEBI as a REIT.
Detailed order of the Commission will follow.
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