Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  22.10.2021  
C(2021 ) 7726 final  
PUBLIC VERSION  
 
S&P Global Inc.  
55 Water Street  
New York, NY 10041  
United States of America  
 
IHS Markit Ltd.  
4th Floor, Ropemaker Place  
Ropemaker Street  
London, EC2Y 9LY  
England  
  
Subject : Case M.10108 – S&P Global/IHS Markit  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
1. THE PARTIES  ................................ ................................ ................................ ............  8 
2. THE OPERATION ................................ ................................ ................................ ...... 8 
3. UNION DIMENSION  ................................ ................................ ................................ . 9 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of 
‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will 
be used t hroughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other  confidential information. The 
omissions are shown thus […] . Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
 
 
2 4. LEGAL FRAMEWORK  ................................ ................................ .............................  9 
5. INTRODUCTION  ................................ ................................ ................................ ..... 12 
6. FINANCIAL DATA AND S OFTWARE PRODUCTS  ................................ ...........  12 
6.1. Introduction  ................................ ................................ ................................ ..... 12 
6.2. Market definition  ................................ ................................ .............................  13 
6.2.1.  Credit ratings  ................................ ................................ .....................  13 
6.2.1.1.  Overview and Parties’ activities  ................................ ........  13 
6.2.1.2.  Relevant product market ................................ ....................  13 
6.2.1.3.  Relevant geographical market  ................................ ...........  17 
6.2.1.4.  Conclusion  ................................ ................................ .........  17 
6.2.2.  Company credit risk analytics data ................................ ....................  18 
6.2.2.1.  Overview and the Parties’ activities  ................................ .. 18 
6.2.2.2.  Relevant product market ................................ ....................  18 
6.2.2.3.  Relevant geographic market  ................................ ..............  19 
6.2.2.4.  Conclusion  ................................ ................................ .........  19 
6.2.3.  Indices ................................ ................................ ................................  20 
6.2.3.1.  Overview and the Parties’ activities  ................................ .. 20 
6.2.3.2.  Relevant product market ................................ ....................  21 
6.2.3.3.  Relevant geographical market  ................................ ...........  24 
6.2.3.4.  Conclusion  ................................ ................................ .........  25 
6.2.4.  Identifiers and cross -reference services ................................ .............  25 
6.2.4.1.  Overview and Parties’ activities  ................................ ........  25 
6.2.4.2.  Relevant product market – Loan identifiers  ......................  26 
6.2.4.3.  Relevant geographic market – Loan Identifiers  ................  36 
6.2.4.4.  Relevant product market – CUSIP identifiers  ...................  37 
6.2.4.5.  Relevant geographic market – CUSIP Identifiers  .............  39 
6.2.4.6.  Relevant product market – RED Code identifiers  .............  40 
6.2.4.7.  Relevant geographic market – RED Code Identifiers  ....... 41 
6.2.4.8.  Relevant product market – Cross reference tools  ..............  41 
6.2.4.9.  Relevant geographic market – Cross r eference tools  ........  42 
6.2.5.  Pricing and reference data  ................................ ................................ . 43 
6.2.5.1.  Overview and Parties’ activities  ................................ ........  43 
6.2.5.2.  Relevant product market – Pricing and reference data ...... 43 
6.2.5.3.  Relevant geographical market  ................................ ...........  46 
6.2.6.  Desktop services  ................................ ................................ ................  47 
 
 
3 6.2.6.1.  Overview and P arties’ activities  ................................ ........  47 
6.2.6.2.  Relevant product market ................................ ....................  47 
6.2.6.3.  Relevant geographical market  ................................ ...........  49 
6.2.6.4.  Conclusion  ................................ ................................ .........  49 
6.2.7.  Non-real time datafeeds (“NRTDs”)  ................................ .................  49 
6.2.7.1.  Overview and Parties’ activities  ................................ ........  49 
6.2.7.2.  Relevant product market ................................ ....................  50 
6.2.7.3.  Relevant geographical market  ................................ ...........  51 
6.2.7.4.  Conclusion  ................................ ................................ .........  51 
6.2.8.  Fundamentals data  ................................ ................................ .............  52 
6.2.8.1.  Overview and Parties’ activities  ................................ ........  52 
6.2.8.2.  Relevant product market ................................ ....................  52 
6.2.8.3.  Relevant geographical market  ................................ ...........  53 
6.2.8.4.  Conclusion  ................................ ................................ .........  53 
6.2.9.  Economic data  ................................ ................................ ...................  53 
6.2.9.1.  Overview and Parties’ activities  ................................ ........  53 
6.2.9.2.  Relevant product market ................................ ....................  54 
6.2.9.3.  Relevant geographical market  ................................ ...........  55 
6.2.9.4.  Conclusion  ................................ ................................ .........  55 
6.2.10.  Sector classification schemes  ................................ ............................  55 
6.2.10.1.  Overview and Parties’ activities  ................................ ........  55 
6.2.10.2.  Relevant produ ct market ................................ ....................  56 
6.2.10.3.  Relevant geographical market  ................................ ...........  56 
6.2.10.4.  Conclusion  ................................ ................................ .........  56 
6.2.11.  Leveraged loan market intelligence ................................ ...................  57 
6.2.11.1.  Overview and Parties’ activities  ................................ ........  57 
6.2.11.2.  Relevant product market ................................ ....................  57 
6.2.11.3.  Relevant geographical market  ................................ ...........  58 
6.2.11.4.  Conclusion  ................................ ................................ .........  59 
6.2.12.  Stock selection and strategy services  ................................ ................  59 
6.2.12.1.  Overview and Parties’ activities  ................................ ........  59 
6.2.12.2.  Relevant product market ................................ ....................  60 
6.2.12.3.  Relevant geographical market  ................................ ...........  60 
6.2.12.4.  Conclusion  ................................ ................................ .........  61 
6.2.13.  Issuer solutions  ................................ ................................ ..................  61 
6.2.13 .1. Overview and Parties’ activities  ................................ ........  61 
 
 
4 6.2.13.2.  Relevant product market ................................ ....................  61 
6.2.13.3.  Relevant geographical market  ................................ ...........  61 
6.2.13.4.  Conclusion  ................................ ................................ .........  62 
6.2.14.  Investor event management solutions  ................................ ...............  62 
6.2.14.1.  Overview and Parties’ activities  ................................ ........  62 
6.2.14.2.  Relevant product market ................................ ....................  62 
6.2.14.3.  Relevant geographical market  ................................ ...........  62 
6.2.14.4.  Conclusion  ................................ ................................ .........  63 
6.2.15.  Issuance platforms  ................................ ................................ .............  63 
6.2.15.1.  Overview and Parties’ activities  ................................ ........  63 
6.2.15.2.  Relevant product market ................................ ....................  63 
6.2.15.3.  Relevant geographical market  ................................ ...........  64 
6.2.15.4.  Conclus ion ................................ ................................ .........  65 
6.2.16.  Loan administration solutions  ................................ ...........................  65 
6.2.16.1.  Overview and Parties’ activities  ................................ ........  65 
6.2.16.2.  Relevant product market ................................ ....................  65 
6.2.16.3.  Relevant geographical market  ................................ ...........  67 
6.2.16.4.  Conclusion  ................................ ................................ .........  67 
6.2.17.  Digital design for financial services  ................................ ..................  67 
6.2.17.1.  Overview and Parties’ activities  ................................ ........  67 
6.2.17.2.  Relevant product market ................................ ....................  68 
6.2.17.3.  Relevant geographical market  ................................ ...........  68 
6.2.17.4.  Conclusion  ................................ ................................ .........  68 
6.2.18.  Equities and regulatory reporting (Dividend forecasting services)  ... 69 
6.2.18.1.  Overview and Parties’ activiti es ................................ ........  69 
6.2.18.2.  Relevant product market ................................ ....................  69 
6.2.18.3.  Relevant geographic market  ................................ ..............  69 
6.2.18.4.  Conclusion  ................................ ................................ .........  70 
6.2.19.  Investor and administration services  ................................ .................  70 
6.2.19.1.  Overview and Parties’ activities  ................................ ........  70 
6.2.19.2.  Relevant product market ................................ ....................  70 
6.2.19.3.  Relevant  geographical market  ................................ ...........  71 
6.2.19.4.  Conclusion  ................................ ................................ .........  71 
6.2.20.  Institutional holdings/investor data  ................................ ...................  71 
6.2.20.1.  Overview and Parties’ activities  ................................ ........  71 
6.2.20.2.  Relevant product market ................................ ....................  71 
 
 
5 6.2.20.3.  Relevant geographical market  ................................ ...........  72 
6.2.20.4.  Conclusion  ................................ ................................ .........  72 
6.2.21.  Managed corporate actions data  ................................ ........................  73 
6.2.21.1.  Overview and Parties’ activities  ................................ ........  73 
6.2.21.2.  Relevant product market ................................ ....................  73 
6.2.21.3.  Relevant geographical market  ................................ ...........  73 
6.2.21.4.  Conclusion  ................................ ................................ .........  74 
6.2.22.  Global securities financing data  ................................ ........................  74 
6.2.22.1.  Overview and Parties’ activities  ................................ ........  74 
6.2.22.2.  Relevant product market ................................ ....................  74 
6.2.22.3.  Relevant geographical market  ................................ ...........  75 
6.2.22.4.  Conclusion  ................................ ................................ .........  75 
6.2.23.  Portfolio valuation tools  ................................ ................................ .... 76 
6.2.23.1.  Relevant product market ................................ ....................  76 
6.2.23.2.  Relevant geographical market  ................................ ...........  76 
6.2.23.3.  Conclusion  ................................ ................................ .........  77 
6.3. Competitive assessment ................................ ................................ ...................  77 
6.3.1.  Affected markets with respect to financial data and infrastructure 
products  ................................ ................................ .............................  77 
6.3.2.  Affected markets – horizontal overlaps ................................ .............  80 
6.3.2.1.  Loan identifiers ................................ ................................ .. 80 
6.3.2.2.  Indices ................................ ................................ ................  94 
6.3.2.3.  Index calculation and administration services 
(horizontal overlap)  ................................ .........................  101 
6.3.3.  Affected markets – vertical relationships  ................................ ........  104 
6.3.3.1.  Loan identifiers (upstream) – Leveraged loan market 
intelligence (downstream)  ................................ ...............  104 
6.3.3.2.  Loan identifiers (upstream) – Fundamentals data 
(downs tream)  ................................ ................................ ... 112 
6.3.3.3.  Loan pricing and reference data (upstream) – 
Leveraged loan market intelligence (downstream)  .........  114 
6.3.3.4.  Loan pricing and reference data (upstream) – 
Company credit risk analytics (downstream)  ..................  117 
6.3.3.5.  Loan pricing and reference da ta (upstream) – 
Leveraged loan indices (downstream)  .............................  119 
6.3.3.6.  Loan pricing and reference data (upstream) – Credit 
ratings (downstream)  ................................ .......................  121 
6.3.3.7.  CDS pricing data (upstream) - Company credit risk 
analytics (downstream) ................................ ....................  122 
 
 
6 6.3.3.8.  Municipal bond pricing and reference data (upstream) 
– Municipal bond indices (downstream)  .........................  125 
6.3.3.9.  RED Codes (upstream) – Cross -reference tools 
(downstream)  ................................ ................................ ... 127 
6.3.3.10.  CUSIPs (upstream) – Indices (downstream)  ...................  128 
6.3.3.11.  CUSIPs (upstream) – Other markets (downs tream)  ........  132 
6.3.3.12.  Credit ratings (upstream) – Indices (downstream)  ..........  135 
6.3.3.13.  Credit ratings (upstream) – Other markets 
(downstream)  ................................ ................................ ... 141 
6.3.3.14.  Equity indices (upstream) – Portfolio valuation tools, 
Global securities financing data, Economic data 
(downstream)  ................................ ................................ ... 144 
6.3.3.15.  Fixed income indices (upstream) – Multi -asset indices 
(downstream)  ................................ ................................ ... 146 
6.3.3.16.  Indices (upstream) – Desktop services, Non -real time 
datafeeds (downstream)  ................................ ...................  147 
6.3.3.17.  Index calculation and administration services 
(upstream) – Equity indices, Fixed income indices 
(downstream)  ................................ ................................ ... 149 
6.3.3.18.  Managed corporate actions data (upstream) – Equity 
indices (downstream) ................................ .......................  151 
6.3.3.19.  Economic data (upstream) – Credit ratings 
(downstream)  ................................ ................................ ... 152 
6.3.3.20.  Sector classification schemes (upstream) – Economic 
data, Trade analytics, Digital design for financial 
services, Stock selection and strategy services 
(downstream)  ................................ ................................ ... 153 
6.3.4.  Affected markets – conglomerate effects  ................................ ........  154 
6.3.4.1.  Conglomerate effects – indices markets  ..........................  154 
6.3.4.2.  Congl omerate effects – issuance platforms and 
desktop services  ................................ ...............................  156 
6.3.4.3.  Conglomerate effects – credit ratings and loan 
administration solutions ................................ ...................  159 
6.3.4.4.  Conglomerate effects – credit ratings and issuance 
platforms  ................................ ................................ ..........  161 
6.4. Commitments  ................................ ................................ ................................  164 
6.4.1.  Framework for the assessment of the Commitments  ......................  164 
6.4.2.  Proposed Commitments ................................ ................................ ... 164 
6.4.3.  The CUSIP Commitments  ................................ ...............................  165 
6.4.4.  The LCD/LLI Commitments  ................................ ...........................  172 
7. COMMODITY PRICE ASSE SSMENTS AND MARKET I NTELLIGENCE ...... 178 
 
 
7 7.1. Introduction  ................................ ................................ ................................ ... 178 
7.2. Market definition  ................................ ................................ ...........................  178 
7.2.1.  Commodity price assessments ................................ .........................  178 
7.2.1.1.  Overview of the Parties’ activities  ................................ .. 178 
7.2.1.2.  Relevant product market ................................ ..................  179 
7.2.1.3.  Relevant geographic market  ................................ ............  182 
7.2.2.  Commodities market intelligence  ................................ ....................  183 
7.2.2.1.  Overview of the Parties’ activities  ................................ .. 183 
7.2.2.2.  Relevant product market ................................ ..................  184 
7.2.2.3.  Relevant geographic market  ................................ ............  187 
7.3. Competitive assessment ................................ ................................ .................  188 
7.3.1.  Commodity price assessments ................................ .........................  188 
7.3.1.1.  Competitive dynamics  ................................ .....................  188 
7.3.1.2.  Overview of the affected markets ................................ .... 196 
7.3.1.3.  Price assessments - Biofuels ................................ ............  196 
7.3.1.4.  Price assessments - Coal ................................ ..................  199 
7.3.1.5.  Price assessments - LNG  ................................ .................  203 
7.3.1.6.  Price assessments - Metals  ................................ ..............  205 
7.3.1.7.  Price assessments - Natural Gas  ................................ ...... 207 
7.3.1.8.  Price assessments - Oil ................................ ....................  209 
7.3.1.9.  Price assessments - Petrochemicals  ................................ . 213 
7.3.1.10.  Price assessments - Power  ................................ ...............  218 
7.3.1.11.  Price assessments - Shipping  ................................ ...........  221 
7.3.2.  Commodities market intelligence  ................................ ....................  223 
7.3.2.1.  Market Intelligence – Trade analytics  .............................  223 
7.3.2.2.  Market Intelligence – Downstream and midstream 
energy  ................................ ................................ ..............  227 
7.3.2.3.  Market Intelligence – Petrochemicals  .............................  231 
7.3.2.4.  Market Intelligence – Sugar  ................................ ............  234 
7.3.2.5.  Market Intelligence – Vertical relationships between 
market intelligence products ................................ ............  235 
7.3.3.  Commodities price assessment and market intelligence  – non-
horizontal relationships  ................................ ................................ ... 237 
7.3.3.1.  Commodity price assessment (upstream) - Market 
intelligence (downstream)  ................................ ...............  238 
7.3.3.2.  Conglomerate effects  ................................ .......................  241 
7.4. The OPIS/CMM Commitments ................................ ................................ ..... 243 
 
 
8 7.4.1.  Framework for the assessment of the Commitments  ......................  243 
7.4.2.  Proposed Commitments ................................ ................................ ... 244 
7.4.2.1.  Initial OPIS/CMM Commitments  ................................ ... 244 
7.4.2.2.  Market test  ................................ ................................ ....... 245 
7.4.2.3.  Final OPIS/CMM Commitments ................................ ..... 247 
7.4.3.  Commission’s assessment  ................................ ...............................  247 
8. CONDITIONS AND OBLIG ATIONS  ................................ ................................ ... 249 
9. CONCLUSION  ................................ ................................ ................................ ....... 250 
 
Dear Sir or Madam,  
(1) On 3 September 2021 , the European Commission received notification of a proposed 
concentration (the “Transaction”) pursuant to Article 4 of the Merger Regulation by 
which S&P Global, Inc. (“S&P” or “the Notifying Party”) acquires sole control of 
IHS Markit Ltd. (“IHSM”).3 S&P  and IHSM are designated hereinafter as the 
“Parties”.  
1. THE  PARTIE S  
(2) S&P supplies credit ratings, price assessments, analytics, and data to the capital and 
commodity markets worldwide. S&P is divided into four divisions: (i) S&P Global 
Ratings issuing credit ratings (ii) S&P Global Market Intelligence (“SPGMI”), 
which supplies company, industry & asset -level data and analytics and also credit 
ratings data; (iii) S&P Dow Jones Indices (“SPDJI” )4, which supplies financial 
indices focusing on equities indi ces; and (iv) S&P Global Platts (“Platts”), which 
supplies commodity price assessments as well as related market intelligence.  
(3) IHSM delivers information, analytics and software/workflow solutions to customers 
in business, finance and government. IHSM has four core segments: (i) Financial 
Services – supplying financial information, solutions, and processing product 
offerings; (ii) Transportation – supplying automotive and maritime and trade product 
offerings; (iii) Resources – supplying upstream and downstr eam product offerings; 
and (iv) Consolidated Markets and Solutions – supplying product design, economics 
and country risk, and technology media and telecoms product offerings.  
2. THE  OPE RATI ON 
(4) On 30 November 2020, S&P and IHSM entered into a binding agreement to 
combine in an all -stock transaction. Under the terms of this agreement, IHSM will 
merge with a wholly -owned and solely controlled subsidiary of S&P. Upon 
completion of the Transaction, c urrent S&P shareholders will own approximately 
                                                 
3  Publication in the Official Journal of the European Union No C 367, 13.09.2021 , p. 8. 
4  SPDJI is a joint venture with CME Group Inc. and CME Group Index Services LLC (together, “ CME”) in 
which S&P owns 73% of SPDJI and CME group owns 27%.  
 
 
9 67.75% of the combined company on a fully diluted basis, while IHSM shareholders 
will own approximately 32.25%.  
(5) As a result, the Transaction is an acquisition of sole control of IHSM by S&P 
pursuant to Articl e 3(1)(b) of the Merger Regulation.  
3. UNION DIME NSION  
(6) The undertakings concerned have a combined aggregate world wide turnover of more 
than EUR 5 000 million5 (S&P: EUR 6 524 million; IHSM: EUR 3 776 million in 
2020) . Each of them has a U nion-wide turnover in  excess of EUR 250 million  (S&P: 
EUR […]; IHSM: EUR […] in 2020) , but none of them  achieve s more than two -
thirds of its aggregate U nion-wide turnover within one and the same Member State. 
The notified operation therefore has a  Union  dimension.  
4. LE GAL FRAME W ORK  
(7) Under Articles 2(2) and 2(3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creati on 
or strengthening of a dominant position.  
(8) A merger giving rise to a significant impediment of effective competition may do so 
as a result of the creation or strengthening of a dominant position in the relevant 
markets. Moreover, mergers in oligopolistic markets involving the elimination of 
important constraints that the parties previously exerted on each other, together with 
a reduction of competitive pressure on the remaining competitors, may also result in 
a significant impediment to effective competiti on, even in the absence of 
dominance.6 
(9) In fact, the Horizontal Merger Guidelines describe  horizontal non-coordinated 
effects as follows: “A merger may significantly impede effective competition in a 
market by removing important competitive constraints on o ne or more sellers who 
consequently have increased market power. The most direct effect of the merger will 
be the loss of competition between the merging firms. For example, if prior to the 
merger one of the merging firms had raised its price, it would hav e lost some sales to 
the other merging firm. The merger removes this particular constraint. Non -merging 
firms in the same market can also benefit from the reduction of competitive pressure 
that results from the merger, since the merging firms’ price increa se may switch 
some demand to the rival firms, which, in turn, may find it profitable to increase 
their prices. The reduction in these competitive constraints could lead to significant 
price increases in the relevant market.”7 
(10) The Horizontal Merger Guidelin es list a number of factors which may influence 
whether or not significant horizontal non -coordinated effects are likely to result from 
                                                 
5  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1).  
6  Horizontal Merger Guidelines, p aragraph 25.  
7  Horizontal Merger Guidelines, paragraph 24.  
 
 
10 a merger, such as the large market shares of the merging firms, the fact that the 
merging firms are close competitors, t he limited possibilities for customers to switch 
suppliers, or the fact that the merger would eliminate an important competitive 
force.8 That list of factors applies equally regardless of whether a merger would 
create or strengthen a dominant position, or would otherwise significantly impede 
effective competition due to non -coordinated effects. Furthermore, not all of these 
factors need to be present to make significant non -coordinated effects likely and it is 
not an exhaustive list.9  
(11) Finally, the Horizont al Merger Guidelines describe a number of factors, which could 
counteract the harmful effects of the merger on competition, including the likelihood 
of buyer power, the entry of new competitors on the market, and efficiencies.  A 
merger between companies wh ich operate at different levels of the supply chain may 
significantly impede effective competition if such merger gives rise to foreclosure.10 
Foreclosure occurs where actual or potential competitors' access to supplies or 
markets is hampered or eliminated as a result of the merger, thereby reducing those 
companies' ability and/or incentive to compete.11 Such foreclosure may discourage 
entry or expansion of competitors or encourage their exit.12 
(12) The Non -Horizontal Merger Guidelines distinguish between two form s of 
foreclosure. Input foreclosure occurs where the merger is likely to raise the costs of 
downstream competitors by restricting their access to an important input. Customer 
foreclosure occurs where the merger is likely to foreclose upstream competitors b y 
restricting their access to a sufficient customer base.13 
(13) Pursuant to the Non -Horizontal Merger Guidelines, input foreclosure arises where, 
post-merger, the new entity would be likely to restrict access to the products or 
services that it would have otherwise supplied absent the merger, thereby raising its 
downstream rivals' costs by making it harder for them to obtain supplies of the input 
under similar prices and conditions as absent the merger.14 
(14) For input foreclosure to be a concern, the merged ent ity should have a significant 
degree of market power in the upstream market. Only when the merged entity has 
such a significant degree of market power, can it be expected that it will significantly 
influence the conditions of competition in the upstream ma rket and thus, possibly, 
the prices and supply conditions in the downstream market.15 
(15) In assessing the likelihood of an anticompetitive input foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -merger, the 
ability to substantially foreclose access to inputs, second, whether it would have the 
                                                 
8  Horizontal Merger Guidelines, paragraphs 27 and following . 
9  Horizontal Merger Guidelines, paragraph 26.  
10  Non-Horizontal Merger Guidelines, paragraphs 17 -18. 
11  Non-Horizontal Merger Guide lines, paragraph 18.  
12  Non-Horizontal Merger Guidelines, paragraph 29.  
13  Non-Horizontal Merger Guidelines, paragraph 30.  
14  Non-Horizontal Merger Guidelines, paragraph 31.  
15  Non-Horizontal Merger Guidelines, paragraph 35.  
 
 
11 incentive to do so, and third, whether a foreclosure strategy would have a significant 
detrimental effect on competition downstream.16 
(16) Pursuant to the Non -Horizontal Merger Gui delines, customer foreclosure may occur 
when a supplier integrates with an important customer in the downstream market and 
because of this downstream presence, the merged entity may foreclose access to a 
sufficient customer base to its actual or potential rivals in the upstream market (the 
input market) and reduce their ability or incentive to compete, which in turn, may 
raise downstream rivals' costs by making it harder for them to obtain supplies of the 
input under similar prices and conditions as absent the merger. This may allow the 
merged entity profitably to establish higher prices on the downstream market.17 
(17) For customer foreclosure to be a concern, a vertical merger must involve a company 
which is an important customer with a significant degree of mar ket power in the 
downstream market. If, on the contrary, there is a sufficiently large customer base, at 
present or in the future, that is likely to turn to independent suppliers, the 
Commission is unlikely to raise competition concerns on that ground.18 
(18) In assessing the likelihood of an anticompetitive customer foreclosure scenario, the 
Commission examines, first, whether the merged entity would have the ability to 
foreclose access to downstream markets by reducing its purchases from its upstream 
rivals, se cond, whether it would have the incentive to reduce its purchases upstream, 
and third, whether a foreclosure strategy would have a significant detrimental effect 
on consumers in the downstream market.19  
(19) Lastly, a concentration may also give rise to conglom erate effects. According to the 
Non-Horizontal Merger Guidelines, in most circumstances, conglomerate 
concentrations  do not lead to any competition concerns .20 
(20) However, foreclosure effects may arise when the combination may confer on the 
merged entity the a bility and incentive to leverage a strong market position from one 
market to another closely related market in particular by means of tying or bundling. 
The Non -Horizontal Merger Guidelines distinguish between bundling, which usually 
refers to the way prod ucts are offered and priced by the merged entity and tying, 
usually referring to situations where customers that purchase one good (the tying 
good) are required to also purchase another good (the tied good) from the same 
supplier. While tying and bundling have often no anticompetitive consequences, in 
certain circumstances such practices may lead to a reduction in actual or potential 
competitors' ability or incentive to compete. This may reduce the competitive 
pressure on the merged entity allowing it to in crease prices.21 
(21) In assessing the likelihood of such conglomerate foreclosure effects, the 
Commission examines , whether the merged firm would have the ability  and 
incentive  to foreclose its rivals, and, whether such strategy would have a negative 
                                                 
16  Non-Horizontal Merger Guidelines, paragraph 32.  
17  Non-Horizontal Merger Guidelines, paragraph 58.  
18  Non-Horizontal Merger Guidelines, paragraph 61.  
19  Non-Horizontal Merger Guidelines, paragraph 59.  
20  Non-Horizontal Merger Guidelines, paragraph 92.  
21  Non-Horizontal Merger G uidelines, paragraphs 91 and 93.  
 
 
12 impact on prices and choice, and thus ultimately on competition .22 In practice, these 
factors are often examined together as they are closely intertwined.  
5. INTRODUCTION  
(22) The Transaction relates to different types of markets which can be broadly 
categorized into (i) financial data23 and software products and (ii) commodities data 
and analysis, leading to horizontal overlaps and non-horizontal relationships.  
6. FINANCIAL DATA AND SO FTWARE  PRODUCTS  
6.1. Introduction  
(23) Within financial data and software products, the Parties are ac tive across a variety of 
products and value chains.  
(24) S&P is primarily active as one of the top three global credit rating agencies 
(alongside Moody’s and Fitch), providing ratings regarding the creditworthiness of 
corporate and financial assets. Credit rati ngs revenue accounted for […] of S&P’s 
revenue in 2020. S&P also manages CUSIP24 identifiers, which is  an alphanumeric 
code that identifies financial securities for the purposes of facilitating the clearing 
and settlement of trades . The company  is also active in the provision of financial 
indices, primarily of equity indices, via SPDJI , a joint venture with the CME Group . 
(25) IHSM is a provider of financial indices, primarily of fixed income and CDS25 
indices. In addition, IHSM is also an important p layer throughout the fixed income 
value  chain, offering pricing and reference data (for CDS, loan and bonds), issuance 
platforms, and other issu er solutions  
(26) The Parties’ activities relevant for the assessment of the Transaction include: credit 
ratings (S&P ), company credit risk analytics ( S&P ), indices (both), identifiers (both) 
and cross -reference services  (both) , pricing and reference data (IHSM), desktop 
services (S&P), non -real time data  feeds ( S&P ), fundamentals data ( S&P ), economic 
data ( IHSM ), sector  classification schemes ( S&P ), leveraged loan market 
intelligence ( S&P ), stock selection and strategy tools ( ISHM ), issuer solutions 
(IHSM ), investor event management solutions ( ISHM ), issuance platform s (IHSM ), 
loan administration services (IHSM),  digital  design for financial services  (IHSM) , 
equities and regulatory reporting ( IHSM),  institutional holdings /investor data 
(IHSM ), managed corporate actions data ( IHSM ), global securities financing data 
(IHSM ), portfolio valuation tools ( IHSM ), commodity price assessments (both) and 
commodity market intelligence (both).  
                                                 
22  Non-Horizontal Merger Guidelines, paragraphs 95 to 118.  
23  Financial data products are products that deliver financial information to the end -customer. This data is 
sometimes the by -product of the trading or other activi ties of financial players. Often financial data has 
also undergone aggregation, processing or enrichment. Financial data can also be packaged with 
functionalities and workflow tools to create comprehensive solutions for the end -customer.  
24  CUSIP stands fo r Committee on Uniform Securities Identification Procedures.  
25  CDS stands for credit default swap.  
 
 
13 6.2. Market definition  
6.2.1.  Credit ratings  
6.2.1.1.  Overview and Parties’ activities  
(27) Credit ratings are an opinion regarding “ the creditworthiness of an entity, a debt or 
financial obligation, debt security, prefe rred share or other financial instrument, or 
of an issuer of such a debt or financial obligation, debt security, preferred share or 
other financial instrument, issued using an established and defined ranking system of 
rating categories ”.26 Credit ratings of a company are issued by credit rating agencies 
like S&P based on a contract between the company requesting the rating  (also 
known as “the issuer”)  and the credit rating agency. A company rating is generally 
updated once per year and the company and the credit rating agency normally have a 
long-term relationship. These credit ratings for companies are referred to as “non -
transaction ratings”. By contrast, credit ratings of a financial instrument are more ad 
hoc/one -off engagements, where a  credit rating agency rates an individual issuance 
(e.g. a bond), and are referred to as “transaction ratings”.  Ratings can be made public 
or remain private. They can also be unsolicited (i.e. produced by the credit rating 
agency without a client request) as opposed to requested by an issuer.  
(28) Credit ratings data, i.e. information about the credit rating values of companies rated 
by a credit rating agency are licensed and used by investors of any kind (individual 
and institutional, such as insurance  compani es, pension funds, or governments), 
investment banks and financial index providers to inform investment decisions or 
inclusion of a company/financial instrument in an index.  
(29) S&P Global Ratings (“SPGR”) is a credit rating agency, whose credit ratings data 
and related information products are licensed and distributed by S&P Global Market 
Intelligence (“SPGMI”). These products provide credit ratings data themselves (i.e. 
opinions on credit risk created by S PGR ) and ratings -related research. S&P credit 
ratings  data are also distributed by third party data vendors such as Bloomberg  or 
Refinitiv.  
(30) IHSM is active neither in the issuing of credit ratings nor in the distributi on of credit 
ratings data.27  
6.2.1.2.  Relevant product market  
(A) The Commission precedents  
(31) The Commission  has not previously assessed the relevant product market for the 
supply of credit ratings.  
                                                 
26  Article 3(1)(a) of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 
September 2009 on credit rating agencies, OJ L302, 1 7.11.2009, p.1  (the “CRA Regulation”).  
27  IHSM provides credit assessment services, i.e. a valuation service for asset portfolios, bonds and private 
debt. These do not compete with credit ratings offered by rating agencies. Customers of IHSM are 
primarily  financial institutions seeking the valuation of e.g. debt instruments not rated by a credit ratings 
agency or unrated counterparties (i.e. companies that do not have a credit rating established by a credit 
rating agency). These financial institutions use credit assessment services captively, alongside their own 
internal credit risk assessments of the same debt instruments or counterparties.  
 
 
14 (B) The Notifying Party’s view  
(32) The Notifying Party consider s credit rating issuance as a distinct product market 
from the distribution of credit ratings  data, that would  be downstream from credit 
rating issuance . This is mainly because suppliers and customers are not the same 
players for both activities. Credit ratings data is distributed by companies including 
e.g. Bloomberg, Refinitiv  or FactSet  who are themselves not c redit rating agencies, 
to customers who are themselves not necessarily issuers.  
(33) The Notifying Party  consider s that the markets for credit rating issuance should not 
be further sub -segmented by asset -class or geographical coverage, e ven though the 
lack of material demand -side substitutability may suggest separate markets for 
particular rating types.28 S&P also does not consider as plausible separate markets 
within overall credit ratings issuance public versus private  ratings and transaction -
related versus no n-transaction ratings.29 
(34) Regarding the market of credit rating distribution, the Notifying Party does not 
consider it appropriate to separate markets based on the downstream use case30 or 
based on the type of credit rating being distributed.31 
(C) The Commission’ s assessment  
(35) The Commission does not consider  it appropriate to separate credit rating issuance 
and the distribution of credit ratings for the purposes of this case.  
(36) The Commission acknowledges that credit rating issuance is an activity which  
occurs between the rating agency and the entity soliciting a credit rating  on a case -
by-case basis ,32 while credit ratings distribution occurs later on and usually entails 
the provision of credit ratings data in bulk to different users across the financial  and 
public sectors. Moreover, in response to the CRA Regulation , the main credit rating 
agencies have created group structures separating the legal entities issuing credit 
ratings from those distributing credit ratings data.  
(37) However, the distinction between the two activities appear s largely artificial from a 
competition perspective , in particular for the assessment of the vertical relationships 
that arise as a result of the Transaction .  
(38) First, the issuance of credit ratings and the distribution of c redit ratings are more 
akin to two -sided market than separate markets . Competitive dynamics of the two 
activities currently do not appear to be markedly different. Indeed, the market 
position of a credit rating agency in terms of issuance has a direct tran slation into 
demand for its credit ratings data; similarly, the more widely used a credit rating 
agency’s ratings data, the more attractive it is for entities who need to obtain a rating. 
The market investigation confirms this. One competi ng credit rating agency  
mentions for instance that “ in terms of licensing rating information, depending on 
the region and the asset class, investor customers look at the three CRAs and choose 
                                                 
28  Form CO, Chapter on Vertical Relationships, paragraphs 3.2 -3.3. 
29  Form CO, Chapter on Vertical Relationships, par agraph 3.4.  
30  Form CO, Chapter on Vertical Relationships, paragraph 3.54.  
31  Form CO, Chapter on Vertical Relationships, paragraph 3.55.  
32  With the exception of some unsolicited ratings, which are issued by credit ratings agencies independently 
from any specific request (or payment) from the relevant issuers.  
 
 
15 the licenses to cover their needs ”.33 Customers of credit ratings data active in 
downstream market s also cite credit rating agencies as the relevant suppliers  for 
credit ratings , not intermedia ries.34 
(39) In addition , customers of credit ratings data, including those who purchase the data 
via third parties, typically require a license from t he credit rating agency which 
issued the rating itself, as confirmed by the Parties themselves35 and by respondents 
to the market investigation, for instance for the use of credit ratings in financial 
indices.36  
(40) As a result , credit rating issuance and the u se of credit ratings data are more akin to a 
two-sided market than they are to separate markets, as acknowledged by the relevant 
regulatory authority. As mentioned by the European Securities and Markets 
Authority (“ESMA”), “ the credit rating industry is a two-sided market [… ]. Issuers 
in this market prefer to use the CRAs that are recognised by the largest number of 
investors, and investors prefer to use those CRAs who can offer the greatest 
coverage of the issuers and instruments they want to invest in ”.37 
(41) Second , direct distribution of credit ratings data by credit rating agencies and indirect 
distribution by intermediaries do not appear to form part of the same market. W hile 
the Notifying Party argues that third party data vendors also compete in a credit  
ratings distribution market by distributing credit rating agencies’ data, it is clear that 
this is not a direct and independent  competition. Third party data vendors , which 
typically aggregate credit ratings and other datasets into their desktop solutions , can 
only continue to distribute this data if allowed to do so by credit rating agencies, and 
they would not be able to generate or obtain the data independently  from the relevant  
credit rating agenc y(ies) .38   
(42) As for further segmentations of the credit ratings market by entity type , geography or 
rating type (based on the ESMA classification,39 between public or private rating, 
between solicited and unsolicited ratings or between entity and transactions ratings ), 
there appears to be supply -side substitutability across all three dimensions . The three 
main credit rating agencies in particular already provide ratings in all segments , 
being registered at ESMA  and having the know -how to rate different entities and 
asset  classes. In any case, additional costs to cover a new segment in which they are 
not active would be limited, given that there would be no new registration costs . 
                                                 
33  See Minutes of a call with a competitor on 9 June 2021, 16:30 CET, paragraph 8.  
34  See for instance replies to Questionnaire 4 for supplier of financial indices. Respondents nonetheless 
consider v endors such as Bloomberg and Refinitiv as important distribution channels for indices. See 
replies to question 25 of Questionnaire 4.  
35  See S&P’s official website “FAQs: Licensing S&P Global Ratings’ Data” which reads that “ SPGMI 
charges license fees to I ndirect End Users based upon that End User’s particular Licensable Use Cases ”.  
36  Replies to question 35 of Questionnaire 4.  
37  ESMA Thematic report on fees charged by Credit Rating Agencies and Trade Repositories , 11 January 
2018, p. 9.  
38  This is also the case when companies active in the issuance of credit ratings distribute the credit ratings of 
competitors. For instance, Fitch is licensed to distribute credit ratings from Moody’s on its platform. See 
Minutes of a call with a competitor on 9 June 2021, 16:30 CET, paragraph 9.  
39  ESMA assesses different categories of ratings separately, distinguishing between “Corp orate: Non -
Financial”, “Corporate: Financial”, “Corporate: Insurance”, “Sovereign and Public Finance” and 
“Structured Finance”  
 
 
16 Most smaller credit rating agencies active in Europe  also provide ratings for different 
asset  classes and types, although they often have a more limited coverage .40  
(43) By contrast , demand -side substitutability is limited. Ratings are issued  on a case -by-
case basis to a particular entity or financial instrument, so they are not 
interchangeable , and as  such, e.g. a credit rating for a sovereign is not substitutable 
with a credit rating for a bank. This is also valid for users of credit ratings data, since 
they often need to know the credit ratings of a certain entity/instrument or group of 
entities/inst ruments (e.g. all insurance companies ). The types of credit ratings to 
which a customer needs access to may depend on their activity. F or instance, 
provider s of indices will typically require access to all types of  credit ratings  based 
on the ESMA classification .41 However, a large majority of  responding companies 
explained that they generally  use the same credit rating agency(ies) for their entity -
level and transaction -level ratings for efficiency reasons.42 As such, the demand 
pattern by rating type does not appear to be markedly different  between these two 
categories . Different rules can also apply to  different type of ratings  these under the 
CRA Regulation . For instance, the regulation imposes the rating of structured 
finance ins truments by at least two credit ratings agencies.43 The market 
investigation is not conclusive regarding the relevant categories. One competi ng 
credit rating agency  broadly agrees with the ESMA categories and “ considers a 
segmentation of the rating market b etween corporate ratings, sovereign ratings, 
structured finance ratings and financial institution ratings to be appropriate ”.44 
(44) In addition, it is unclear whether a distinct market would exist for credit ratings 
offered by the three leading credit rating ag encies (S&P, Moody’s and Fitch), which 
are generally not considered substitutable with ratings from smaller providers. The 
market investigation is also inconclusive as to whether credit ratings from the three 
leading ratings agencies are substitutable  with each other and/or with ratings from 
other agencies , or if they each form distinct markets.  For instance, customers of 
financial indices consider that the identity of the credit rating agency is important in 
procuring the ratings, and indicate that while the top three agencies are all key 
providers, they are generally not viewed as substitutable  with one another, in 
particular for transaction ratings .45  
(45) It results from the above that, for the purposes of this decision, the segmentation 
between credit rating  issuance and the distribution of credit ratings data does not 
appear relevant. The precise scope of the market for credit ratings , i.e. whether they 
are segmented by (i) type of credit ratings (based on the ESMA classification , 
between public or private r ating, between solicited and unsolicited ratings  or 
between entity  and transactions  ratings ), and/or ( ii) based on  which credit rating 
agency  issues the relevant rating (e.g.  top 3  credit ratings or smaller rating ratings, 
or even between S&P, Moody’s and  Fitch ratings  individually ) can be left open, as it 
does not materially affect the Commission’s assessment.  
                                                 
40  See ESMA Report on CRA Market Share Calculation of 14 December 2020.  
41  Replies to question 32 of Questionnaire 4.  
42  Replies to question 6 of Questionnaire 10.  
43  CRA Regulation, Article 8c.  
44  Minutes of a call with a competitor on 19 August 2021, 16:30 CET, paragraph 12.  
45  Replies to question 41 of Questionnaire 5 and question 9 of Questionnaire 10.  
 
 
17 6.2.1.3.   Relevant geographical market  
(A) The Commission precedents  
(46) The Commission has never defined the relevant geographical market for the supply 
of credit ratings so far.  
(B) The Notifying Party’s view  
(47) According to the parties, the scope of the geographic market for credit ratings 
issuance could be drawn at EU level, given the relevant regulatory requirements and 
may actually be global to the extent that the re gulatory requirements are considered 
surmountable from a supply and demand -side perspective.46 
(48) On the other hand, the geographic market of the credit ratings distribution is global 
in scope.47 
(C) The Commission’s assessment  
(49) Credit rating agencies, and in partic ular the three largest ones, are active globally. 
The market investigation also indicates  that customers procure credit ratings  
globally. Most customers seeking credit ratings do procure rating services from 
credit rating agencies at a worldwide level.48  
(50) However, there seems to be notable differences in terms of the type of ratings issued 
and the competitive dynamics across different regions globally , as noted in the 
Parties’ internal documents.49 The regulatory regime in the E EA, namely the CRA  
Regulation  and the ESMA supervision, does imply specific requirements for credit 
ratings agencies issuing ratings, companies requesting ratings, and users of ratings 
data.  
(51) For the purposes of this decision, whether markets for credit ratings are EEA -wide or 
global i n scope can be left open, as it does not materially affect the Commission’s 
assessment.  
6.2.1.4.  Conclusion  
(52) For the purposes of this Decision, the Commission considers that credit rating 
issuance and the distribution of credit ratings data do not appear as distinct  market s, 
and that a single market for the issuance and distribution of credit ratings by credit 
rating agencies can be found. Whether this market can be segmented by (i) type of 
credit ratings (based on the ESMA classification, between public or private r ating, 
between solicited and unsolicited ratings or between entity and transactions ratings), 
and/or (ii) based on which credit rating agency issues the relevant rating (e.g.  top 3 
credit ratings or smaller rating ratings, or even between S&P, Moody’s and  Fitch 
ratings individually) can be left open.  
                                                 
46  Form CO, Chapter on Ve rtical Relationships, paragraph 3.9.  
47  Form CO, Chapter on Vertical Relationships, paragraph 3.58.  
48  Replies to question 8 of Questionnaire 10.  
49  See EC_00000075, slide 5 or EC_00000075 slide 12.  
 
 
18 (53) For the purposes of this Decision, the Commission considers that the market for 
credit ratings is EEA -wide or global.  
6.2.2.  Company credit risk analytics data  
6.2.2.1.  Overview and the Parties’ activities  
(54) S&P provides a product called the Credit Default Swaps Market Derived Signal 
Model (“CDS MDS”). CDS MDS uses CDS spreads to provide potential signals of 
changes in a company’s credit risk. These signals are volatile due to the nature of the 
input and custo mers do not generally rely on these signals as a prediction of 
creditworthiness by themselves, i.e. they are not a substitute for credit ratings.  
(55) IHSM is not active in offering products with a similar function, but IHSM is a 
provider of CDS pricing data, which is an input for CDS MDS.  
6.2.2.2.  Relevant product market  
(A) The Commission precedents  
(56) The Commission has not previously considered the product market of company 
credit risk analytics data. In other previous decisions, the Commission considered 
discrete data con tent sets as plausible separate markets, given that they are not 
substitutable from a demand side perspective.50 
(B) The Notifying Party’s view  
(57) The Notifying Party considers that the market in which CDS MDS is active , could 
be referred to as the supply of company credit risk analytics data. Suppliers provide 
this kind of data covering a broad range of companies and using different inputs, but 
the Notifying Party does not consider it appropriate to segment the market ba sed on 
the type of company that the data refers to.  
(58) According to the Notifying Party, customers are unlikely to consider company credit 
risk analytics data to be substitutable with other data or market intelligence.   
(C) The Commission’s assessment  
(59) The Commis sion understands that the plausible relevant market for company credit 
risk analytics data is differentiated  with S&P itself offering several different kinds of 
products which could be grouped under this plausible market.51 From a supply side 
perspective, i t is reasonable to assume that apart from requiring different inputs for 
different products, the general resources and expertise required for company credit 
risk analytics are rather similar to those required for providing credit ratings. The 
Notifying Par ty stated that “this part of the business seeks to offer insights as to the 
creditworthiness of entities/issuers using methodology and models originally 
                                                 
50  Commission decision of 19 February 2008 in Case M.4726 , Thomson Corporation / Reuters Group , 
paragraph 44 and Commission decision of 20 July 2018 in Case M.8837, Blackstone / Thomson Reuters 
F&R Business , paragraph 17.  
51  Credit Analytics, Credit Models, PD Model Fundamentals, PD Model Market Signals and Risk Gauge 
Score, which are all products marketed by SPGMI’s Credit Risk Solutions business, see Notifying Party’s 
response to RFI 21, paragraph 5.4.  
 
 
19 developed for credit ratings issuance by S&P Global Ratings.”52 Based on this, the 
market could be consi dered broader than company credit risk analytics and comprise 
credit ratings as well.  
(60) However, from a demand side perspective, company credit risk analytics data are 
unlikely to be considered substitutable with credit ratings which serve different 
purpose s, including being required by law  in certain circumstances.  
(61) Based on the above considerations and given that the market investigation provided 
no indication that the plausible market for company credit risk analytics data could 
be narrower or wider, the Commission considers the relevant product market to be 
the market for company credit risk analytics data.  
6.2.2.3.  Relevant geographic  market  
(A) The Commission precedents  
(62) The Commission has not previously considered the geographic scope of a plausible 
company credit r isk analytics data market. The Commission considered in a previous 
decision that markets for discrete financial data content sets are at least EEA -wide or 
global.53 
(B) The Notifying Party’s view  
(63) The Notifying Party considers the relevant geographic market to b e global as most 
providers are active globally and do not need to be physically situated in a particular 
location in order to provide data with respect to a particular company. Equally, 
customer demand is not driven by either customer or supplier location.  In any event, 
the Notifying Party submits that it is not necessary to conclude on market definition 
as no plausible concerns arise on any basis.  
(C) The Commission’s assessment  
(64) The Commission has found no evidence to depart from the decisional practice with 
respect to discrete data content sets and the Notifying Party’s view. As such, the 
Commission concludes for the purposes of this case that the geographic scope of a 
plausible market for company credit risk analytics data is at least EEA -wide and 
likely global.  
6.2.2.4.  Conclusion  
(65) For the purposes of this Decision, the Commission considers that company credit 
risk analytics data are a plausible separate market from credit ratings, and that this 
plausible market is at least EEA -wide or global.  
 
                                                 
52  Notifying Party’s response to RFI 21, paragraph 5.3.  
53  Commission decision of 19 February 2008 in Case M.47 26, Thomson Corporation / Reuters Groups , 
paragraph 106.  
 
 
20 6.2.3.  Indices  
6.2.3.1.  Overview and the Parties’ activities  
(66) An index is a publicly available figure, regularly determined (i) by applying a 
formula or other method of calculation or making an assessment and (ii) on the basis 
of the value of one or more underlying assets or prices.54 An index has a numerical 
value calculated from prices of the instruments at a particular point in time.  
(67) Indices are created by the index providers who own the intellectual property rights of 
the index. However, index providers may cooperate with clients or competitors and 
collectively own the intellectual property rights of an index. Furthermore, the actual 
calculation and administration of an index can be out -sourced to a third party that is 
not the creator of the index or holder of the intellectual prop erty rights.  
(68) Fixed income indices  are indices that track debt instruments such as government 
bonds, corporate bonds and bank loans, which provide a fixed stream of income to 
the holder of the instrument. S&P is active through SPDJI , in the supply of fixed  
income indices as a relatively small player except in certain segments .55 IHSM owns 
the well -known iBoxx (investment grade and high yield corporate debt) index 
family.  
(69) Equity indices  are indices that track company shares. SPDJI’s primary offering is its 
‘Headline Equity Indices’, namely the S&P 500, S&P MidCap 400, S&P SmallCap 
600, Completion/Total Market and the Dow Jones Industrial Average (DJIA). […]% 
[…] of S&P’s indices revenue comes from equity indices.56 In 2017, IHSM started 
to provide equity indic es after the purchase of Euromoney indices. ISHM’s offering 
is limited to four primary sets of equity indices; EMIX Smaller European Companies 
Indices; EMIX World Indices; EMIX Global Mining Indices; and EMIX Global 
Gold, Mining and Energy Indices.57 
(70) SPDJI also supplies Environmental, Social and Corporate Governance (“ ESG”) 
equity indices, which are a type of index reflecting a specific investment strategy 
(where the variable is ESG scores instead of e.g. company geography or 
capitalisation or revenue) offer ing investors exposure to companies according to 
their ESG profile in the context of country -specific and regional indices.  
(71) CDS indices  are indices tracking a basket of credit default swaps. They share some 
characteristics with fixed -income indices. IHSM through CDX in North America 
and iTraxx in Europe is active in the supply of CDS indices.58 IHSM is the only 
provider offering CDS indices. SPDJI does not supply CDS indices.  
(72) Multi -asset indices  are indices that track a mixture of assets such as equity and fixed-
income. Customers typically use these when they seek to diversify investment 
                                                 
54  See Article 3(1)(1) of the Regulation (EU) 2016/2011 of the European Parliament and the Council of 8 
June 2016, on indices used as benchmarks in financial instruments and financial contracts or to  measure 
the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and 
Regulation (EU) No 596/2014, OJ L 171, 29.6.2016.  
55  Form CO, Chapter on Vertical Relationships, Annex D.3.  
56  Form CO, Chapter on indices, paragraph 6.86.  
57  Form CO, Chapter on indices, paragraph 6.35.  
58  Form CO, Chapter on indices, paragraph 6.34.  
 
 
21 products or benchmark diversified portfolios. Multi -asset indices measure cross -
asset market performance.  
(73) S&P is active in the supply of multi -asset indices sourcing indice s from different 
index suppliers. IHSM does not supply multi -asset indices but provides indices as 
inputs  to multi -asset indices providers.  
(74) Alternative indices  are indices that track alternative investments such as private 
equity and venture capital.  
(75) Leveraged loan indices  are a sub -category of fixed income indices that specifically 
track tradeable syndicated loans.  S&P’ calculates two leveraged loan indices as part 
of its Leveraged Commentary and Data market intelligence product (“LCD”): S&P 
European Le veraged Loan Index (the “ELLI”) and the S&P/LSTA Leveraged Loan 
Index (“LLI”). IHSM is also active in the supply of leveraged loan indices through 
iBoxx.  
(76) In addition to creating and licensing their own proprietary indices, indices suppliers 
may also suppl y calculation and administration services  on a white -label basis to 
third parties to help them create and/or maintain their own proprietary indices. 
Suppliers therefore provide a range of services, depending  on customers’ needs, 
including daily maintenance  and calculation of the index, application and treatment 
of corporate actions, index distribution, and the supply of constituent (calculated) 
data files to the customer. Some customers may also ask suppliers to perform the 
administration requirements of th eir proprietary indices, in addition to calculation. In 
practical terms, this means that the indices services supplier (administrator) will own 
the index methodology from an operational and index governance perspective but 
not from an IP perspective. The a dministrators will oversee the index methodology 
and any changes thereto etc., they will own the rulebooks, perform consultations, 
and essentially run the index as if they were the proprietary owner. Calculation and 
administration services are usually supp lied as an add -on to index licensing 
activities.  
(77) S&P is active in the supply of calculation and administration indices focusing mainly 
on equity indices. SPDJI is also active in the supply of custom index design services, 
where it provides consultancy ser vices to customers that want to design their own 
proprietary index.59 IHSM is active in the supply of calculation and administration 
services offering both equity and fixed -income services.60 
6.2.3.2.  Relevant product market  
(A) The Commission precedents  
(78) In Deutsche Börs e/NYSE Euronext , the Commission considered index licensing to be 
a separate product market, which could be potentially sub -divided by index type.61 In 
Intercontinental Exchange/NYSE Euronext , the Commission has also defined 
                                                 
59  Form CO, Chapter on indices, footnote 145.  
60  Form CO, Chapter on indices, paragraph 176.  
61  Commission decision of 1 February 2012 in Case M.6166 – Deutsche Börse / NYSE Euronext , paragraph 
148 
 
 
22 separate markets for indices based on the asset class of their constituents and on 
geography covered, national and regional.62 
(79) Most recently, i n LSEG/ Refinitiv ,63 the Commission concluded th at segmentation 
based on asset class was appropriate, and found in particular separate relevant 
product markets exist for UK equity indices and for FX benchmarks. In addition, the 
Commission concluded that plausible separate markets exist for European equity 
indices, Global equity indices, fixed income indices, convertible bond indices, 
money market indices, gilt benchmarks, multi -asset indices, ESG indices, real -estate 
indices, commodities indices, FX indices, and interest rate benchmarks, but left the 
precise market definition of these open.  
(80) Regarding  equity indices, the Commission considered that separate relevant markets 
exist based on geographic coverage at least for UK equity indices, and plausible 
markets for European equity indices and Global equity indices.64 
(81) Regarding  fixed income indices, the Commission noted that there are some 
indications of further segmentation by type of instrument and/or geography.65 
(82) Regarding CDS indices, the Commission has so far not assessed these in previous 
merger control decisions.  
(83) The Commission also considered multi -asset indices to constitute a separate market 
from equity indices and fixed income indices, since they comprise securities across 
both asset classes.66 
(84) The Commission noted  that there are some indications of further segments of equity 
indices and fixed income indices, such as ESG indices and real estate  indices. These 
types of indices provide customers with specific types of exposure based on 
company sector (real estate) or other company properties (ESG). 67 
(85) As regards benchmark administration and index calculation services, the 
Commission did not conside r these activities to constitute separate product markets 
from the different asset -class indices but rather to be ancillary activities often 
performed by the same entities who design the indices.68 
                                                 
62 Commission decision of 24 June 2013 in Case M.6873, Intercontinental Exchange / NYSE Euronext , 
paragraph 65.  
63  Commission decision of 13 January 2021 in Case M.9564 , London Stock Exchange Group / Refinitiv 
Business , paragraph 452.  
64  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 455  
65  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 4 57 
66  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 458  
67  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 459  
68  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 462  
 
 
23 (B) The Notifying Party’s view  
(86) In the Notifying Party’s  view, financial indices can be sub -segmented (i) by asset 
class (e.g. equity vs fixed -income), (ii) by the geographical coverage of underlying 
securities (e.g. EU equities vs US equities) and/or (iii) by the specific rules for 
selecting index constituents  or assigning weights to them (e.g. indices covering 
companies based on capitalisation or industry).69 
(87) The Notifying Party  notes that from a supply -side perspective, suppliers are able to 
switch between supplying different types of indices within asset clas ses, and also 
switch between asset classes. However, from a demand perspective, indices for 
different asset classes are not substitutable (e.g. an equity index is not substitutable 
for a fixed -income index). Similarly, indices for different geographies wil l not be 
substitutable where a customer wants to create or benchmark financial instruments 
covering a specific geography.   
(88) The Notifying Party recognise s that different customers have different uses for 
indices and this includes customers licensing indice s to create / issue funds and 
investment products and those licensing indices as a form of market data 
(performance benchmarking). However, the Parties do not consider that it is 
appropriate to segment the market by customer use, as from a supply -side 
perspective the same index may be used for both uses.  
(89) The Notifying Party  also note s that in recent years suppliers have started supplying 
ESG indices. As with other types of equity and fixed income indices, ESG indices 
compete within their relevant asset cla sses (e.g. ESG equity indices do not compete 
with ESG fixed -income indices) and the Notifying Party submits that there is not a 
separate stand -alone product market for all ESG indices irrespective of asset class.70 
(90) The Notifying Party consider s that CDS ind ices are not substitutable from a demand 
perspective with indices tracking other securities and financial instruments i.e. they 
are not substitutable with equities, fixed -income debt, commodities indices etc.  
(91) The Notifying Party  finally consider s that the re is a single product market for index 
calculation and administration services  separate from index licensing . 
(92) The Notifying Party consider s the creation of indices to be a separate market from 
the distribution of indices. In the Parties’ view, the relevan t product market for the 
distribution of indices might plausibly comprise, at its widest, the distribution of 
financial markets data overall, reflecting both the supply -side substitutability 
between the distribution of different financial datasets and the fact that many 
customers typically consume financial indices alongside other data.71 
(C) The Commission’s assessment  
(93) First, i n relation to equity indices , the majority of customers indicate that a further 
segmentation by region, sector or other attribute (e.g. small capitalization companies 
                                                 
69  Form CO, Chapter on indices, paragraph 6.63.  
70  Form CO, Chapter on indices, paragraph 6.66.  
71  Form CO, Chapter on Vertical Relations hips, paragraph 4.61.  
 
 
24 vs large capitalization companies) may be appropriate.72 However, the Commission 
concludes that the question of further segmentation of equity indices can be left open 
for this case as no concerns arise regardless of the preci se definition.  
(94) Second, in relation to fixed income indices, the majority of customers find that 
segmentation by instrument type, i.e. bond vs loans vs CDS is appropriate, while 
they are divided regarding  further segmentation by region, currency or other 
attributes including riskiness (high yield debt versus investment grade debt).73 As 
such,  the Commission finds separate markets exist at least for bond indices, 
leveraged loan indices and CDS indices.  
(95) As regards index calculation and administration services,  the market investigation 
indicates that they might  constitute a separate market from index licensing, and that 
there are further relevant segments based on the index asset class  (i.e. index 
calculation and administration for fixed income indices versus eq uity indices ). There 
is some evidence that the top index suppliers for index calculation and 
administration services are not the same as the top index suppliers for index 
licensing; mor eover, the supply of such services for fixed income and equity indices 
appears to require different capabilities and inputs and thus may point to separate 
segments.74 However, index suppliers tend to provide index calculation and 
administration services to certain clients, along with their usual index licensing 
activities.75   
6.2.3.3.  Relevant geographical market  
(A) The Commission precedents  
(96) In Deutsche Börse/NYSE Euronext , the Commission considered whether the 
geographic scope of the market is national, EEA -wide or global. The precise 
geographic market definition was eventually left open.76 
(97) In LSEG/ Refinit iv,77 the Commission considered the geographic scope of index 
licensing, and in particular of the markets of European equity indices, Global equity 
indices, fixed income indices, multi -asset indices, ESG indices and real -estate 
indices to be worldwide.  
(B) The Not ifying Party’s view  
(98) The Parties consider that the markets for the supply of financial indices are global in 
nature.78 
(99) The Parties’ also consider that the geographic market for index calculation and 
administration services is global.79 
                                                 
72   Replies to question 20 of Questionnaire 5.  
73  Replies to question 6 of Questionnaire 5.  
74  Replies to question 11 of Questionnaire 4.  
75  Replies to question 4 of Questionnaire 4.  
76  Commission decision of 1 February 2012 in Case M .6166 – Deutsche Börse / NYSE Euronext , paragraph 
149. 
77  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 465.  
78  Form CO, Chapter on indices, paragraph §6.72, dated 3 September 2021.  
 
 
25 (C) The Commission’s assess ment 
(100)  The Commission has found no evidence to depart from the precedent and Notifying 
Party’s view. Indeed, competitors and customers confirmed that the market s are 
global ; customers compare offerings on a world -wide basis and competitors provide 
their offe rings and set prices on a world -wide basis .80  
6.2.3.4.  Conclusion  
(101)  For the purposes of this decision, the Commission considers that  relevant plausible 
global markets exist for the licensing of at least equity indices (potentially further 
segmented by region, sector or other attribute s), bond indices (potentially further 
segmented by region, currency or riskiness), leveraged loan indices, multi -asset 
indices, commodities indices and ESG indices.  
(102)  For the purposes of this decision, the Commission considers that a plaus ible global 
market exists for index administration and calculation services, potentially 
segmented based on the underlying asset class (i.e. equity or fixed income).   
6.2.4.  Identifiers and cross -reference services  
6.2.4.1.  Overview and Parties’ activities  
(103)  Identifiers used in the financial data and software product markets are often 
alphanumeric codes to identify entities, securities and loans, in order to record, 
transmit and exchange data about those entities/assets.   
(104)  A security identifier  is an alphanume ric code that can be used to identify a specific 
security, with varying levels of uniqueness depending on the type of identifier.81 
Security identifiers may be considered a type of reference data as they are used to 
identify or retrieve certain information about a financial instrument.82 S&P is active 
in security identifiers with CUSIP Global Services (CGS) which operates the CUSIP 
system under licence from the American Bankers Association (ABA). The ABA 
owns the underlying intellectual property of CUSIP. CUSIPs are unique nine -digit 
numb ers assigned to securities  (e.g. stocks, bonds) issued in the US, Canada and 53 
other jurisdictions for which CGS is the substitute national numbering authority .  
(105)  Derivative identifiers  which are relevant in this case are so called Reference Entity 
Data (R ED) identifiers which are used for a specific type of derivative, namely CDS. 
A RED identifier is used in a CDS context to confirm the relationship between a 
reference entity and a reference obligation, each of which is assigned a unique 
(RED) code. IHSM a nd S&P are active in this market together, S&P as the owner of 
                                                                                                                                                      
79  Form CO, Chapter on indices, paragraph §6.187, dated 3 September 2021.  
80  Replies to questions 8 -10 of Questionnaire 4 and questions 11 and 21 of Questionnaire 5.  
81  For instance, some identifiers are unique at market -level, specifying the instrument and th e particular 
exchange on which it is listed, while other identifiers are unique at country -level, specifying the 
instrument and the country in which it is listed but without distinguishing between exchanges within the 
country, see Commission decision of 13  January 2021 in case M.9564 – London Stock Exchange Group / 
Refinitiv , paragraph 467.  
82  Commission decision of 13 January 2021 in Case M.9564 – London Stock Exchange Group / Refinitiv, 
paragraph 467.  
 
 
26 the intellectual property rights to RED codes (which are based on CUSIPs) and 
IHSM based on a “ […]”83 license.  
(106)  A loan is not a security and hence, loan identifiers  are not technically security 
identifiers. They do, however, serve practically the same purpose, namely to enable 
recording, transmission and exchange of data on a particular asset, in this case, a 
loan. IHSM uses its proprietary loan identifiers called LoanX IDs (LXIDs) to track 
indivi dual loans in their loan pricing and loan reference data products.84 The LXID is 
an alphanumeric code and comprises also 10 data fields which include the key terms 
of the loan for identification purposes (e.g. issuer bank, loan type, maturity date etc.) 
which are also part of the wider loan reference data of a loan that includes ca. 100 
data fields. S&P also owns loan identifiers, namely loan CUSIPs  and LCD IDs 
(identifiers used in S&P’s Loan Commentary and Data (LCD) product) . 
(107)  Cross -reference services  allow  for the matching and cross -referencing of 
instruments, entities and/or industries that may be assigned multiple different 
identifiers across multiple datasets. Cross -reference services aim to provide a 
mapping service that allow customers to connect ident ifiers for the same entity, 
instrument or industry so that they can then access relevant underlying datasets and 
other information connected to each identifier in the knowledge that they are 
comparing/reviewing ‘like -for-like’ and corresponding data across  multiple and 
disparate data sources.  
(108)  S&P is active in the provision of cross reference services. S&P creates its mapping 
of identifiers by sourcing identifiers from third parties such as RED identifiers and 
LXIDs from IHSM.  
(109)  IHSM also provides a cross -reference tool named Entity Link. Entity Link is a 
service launched by IHSM in 2020 to provide customers with corporate hierarchy 
information for issuers and for entities that trade in the corporate credit market. 
IHSM’s product is a data feed -based solution focussed on cross -referencing in 
respect of its domains of activity, namely evaluated bonds, CDS and fixed income 
indices. IHSM also has a legacy cross -reference tool, Markit Maps.  
6.2.4.2.  Relevant product market – Loan  identifiers  
(A) The Commission precedents  
(110)  The Co mmission has not previously considered a separate product market for loan 
identifiers.  However, a number of previous merger and antitrust decisions have 
considered identifiers used for financial instruments.  
(111)  In Standard & Poor’s85 the Commission considered security identifiers as serving 
different purposes from other financial information, and particularly being used to 
identify a security rather than to monitor the markets or evaluate an investment 
opportunity, and found their distribution distinct from the  distribution of other 
financial information. In that case, the Commission considered the relevant market to 
                                                 
83  […]. 
84  LXIDs are also used in IHSM’s loan portfoli o software, Wall Street Office.  
85  Commission decision of 15 November 2011 in Case COMP/39.592 - Standard and Poor’s , paragraphs 
19-21. 
 
 
27 be the market for first -hand electronic distribution and licensing of US International 
Securities Identification Numbers ( ISINs ) (records and numbers) via data feeds.86 
US ISINs are based on CUSIPs87, which are the security  identifiers developed first 
for the domestic market in the US. In that decision, the Commission justified the 
limited substitutability between internal identifier s used by data vendors (such as 
Bloomberg Tickers and Reuters Instrument Codes (RICs)) and “standalone” 
identifiers such as ISINs with the more limited coverage of RICs  and Bloomberg 
Tickers  versus ISINs . In addition, the Commission highlighted that for so me specific 
use cases, ISINs could not be replaced by RICs or Bloomberg Tickers, for example, 
inter-bank communications, asset and portfolio valuation, clearing and settlement, 
etc., and “in general all other legally and economically sensitive operations w hich 
require the highest degree of security and accuracy.”88 
(112)  In Thomson/Reuters89 the Commission considered security identifiers (referred to as 
“instrument codes” in that decision) separately in the competitive assessment, while 
not concluding definitively on a separate product market. The decision distinguished 
two types of security identifiers: (i) identifiers provided by data vendors like RICs  
for purposes of identification within the vendors’ own systems and (ii) industry -wide 
codes provided on a stand -alone basis like Stock Exchange Daily Official  List 
(SEDOLs), ISINs  and Financial Instrument Global Identifier (FIGIs).  
(113)  In LSEG/Refinitiv90, the Commission considered that the potential relevant markets 
are the market for all security identifiers, and poten tial individual product markets 
for each security identifier (e.g. SEDOLs, RICs, ISINs, CUSIPs, etc.).  
(B) The Notifying Party’s view  
(114)  Regarding IHSM’s LXIDs, the Notifying Party argues that LXIDs are IHSM’s 
internal identifiers used to track individual loans supporting IHSM’s loan pricing 
and reference data services.  
(115)  In the Notifying Party’s view, LXIDs cannot be considered independently from 
IHSM’s loan pricing data or loan reference data, given that LXIDs are not sold on a 
standalone basis. Other competitor s in loan pricing and reference data also offer their 
data with their own internal identifier. These loan identifiers are not substitutable, 
according to the Notifying Party, as they each are only used to identify records in the 
respective providers’ loan pricing and reference data.  
(116)  By contrast, loan CUSIPs are standalone universal identifiers assigned to a deal and 
its underlying facilities in the US corporate loan market, in response to requests from 
issuers (i.e. entities issuing the debt) or associated  participants in the issuance 
process (e.g. arranger banks), at the point that a loan is issued (or shortly after) that 
                                                 
86  Commission decision of 15 November 2011 in Case COMP/39.592 - Standard and Poor’s , paragraph 12.  
87  CUSIPs are the na tional identifiers on which the US ISINs are based by adding a country code and a  
control number.  
88  Commission decision of 15 November 2011 in Case COMP/39.592 - Standard and Poor’s , paragraphs 19.  
89  Commission decision of 19 February 2008 in Case M.47 26, Thomson Corporation/Reuters Group , 
paragraph 71.  
90  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group/Refinitiv 
Business , paragraphs 473 -475. 
 
 
28 are not tied to or otherwise associated with any other product or service, according to 
the Notifying Party.91 
(117)  The Notifying Party submit s that while the LXID and loan CUSIP are both loan 
identifiers in a broad sense, they each have particular characteristics that mean they 
are fundamentally different in terms of their features, their intended purpose and thus 
the way in which they can be a nd are used by customers.92 As a result, the Notifying 
Party is of the view that a loan identifier market comprising both LXIDs and loan 
CUSIPs is not plausible . 
(C) The Commission’s assessment  
(118)  Some loan identifiers are generally sold together with loan pricing and reference 
data. This is in particular the case for LXIDs and LINs, which are usually 
commercialised together with IHSM’s and Refinitiv’s loan pricing and reference 
data respectively. On the  other hand, other loan identifiers are sold on a standalone 
basis, such as S&P’s loan CUSIPs and FIGI s (previously owned by Bloomberg) . The 
question is whether loan identifiers that are usually sold together with loan pricing 
and reference data, such as L XIDs  and LINs , are part of the market for loan 
identifiers, meaning that they would also compete  with other identifiers 
commercialised on a stand -alone basis.  
(119)  The market investigation confirmed that certain loan identifiers , such as LXIDs,  are 
generally sold as part of loan pricing and reference data, and that competition 
between providers in that space primarily takes place at the level of the supply of 
loan pricing and reference data overall, including loan identifiers .9394 More 
specificall y, the majority of competitors offering loan identifier s answers that loan 
identifiers are part of the loan reference data offering.95 This is supported by factual 
elements. For example, LXIDs consist in an alphanumeric code and are always 
supplied together  with the key terms (10 data fields) of the loan (e.g. issuer bank, 
loan type, maturity date etc.). Those key terms are also part of loan reference data. 
All loan identifiers are supplied with key terms and are in that respect comparable.96 
In addition, the large majority of responding customers state that they need to 
receive loan pricing and reference data with a particular loan identifier.97 However, 
while this  indicates that LXIDs and some other loan identifiers are generally sold in 
a bundle with loan pr icing and reference data , this does not mean that they are not 
also part of a separate loan identifier market, competing against inter -alia loan 
identifiers  commercialised on a stand -alone basis . Several elements collected during 
the market investigation strongly suggest that LXIDs are part  of a distinct market for 
loan identifiers .  
(120)  Market participants recognize the intrinsic link between the pricing and reference 
data and loan identifiers and it i s conceivable that the value of a loan identifier is 
derived to a large extent by the universe of loans that can be identified, described 
                                                 
91  Form CO, Chapter on Market Intelligence, Annex B.34.a.  
92  Form CO, Chapter  on Market Intelligence, Annex B.34.a.  
93  Replies to question 12 of Questionnaire 6.  
94  Replies to question 7 of Questionnaire 7.  
95  Replies to question 3.2 of Questionnaire 6.  
96  Notifying Party’s response to RFI 34, question 2.  
97  Replies to questions 8 and 9 of Questionnaire 7.  
 
 
29 and analysed with the help of the identifier. One competitor summarizes it like this: 
“Identifiers intrinsically don’t  have value no matter how good they are. Anyone can 
gather a universe of data about loans and create their own identifiers. What makes 
the identifiers “valuable” – what separates something like an LXID from a LIN – is 
what comes with it? LXIDs bring LoanX pricing and LINs are used by Refinitiv. 
Though Refinitiv is an older product, LoanX’s platform and delivery mechanism has 
allowed it to become more firmly embedded in the market. So, today, LXIDs are the 
market standard for identifiers not because of the i dentifier itself but because LoanX 
pricing is a critical need for participants. Furthermore, it connects not just to 
pricing, but also the whole world of IHS Markit content including the suite of 
services offered by Wall Street Office .” 98 [emphasis added].  This highlights , 
however,  that LXIDs are used separately from IHSM’s loan pricing and reference 
data, including by IHSM’s other services in the loan space.  
(121)  The fact that an identifier derives a large part of its value from data that it refers to 
does not mean that it cannot be a separate product, in particular if competing 
identifiers exist that are not intrinsically linked to such data.  
(122)  First, the market investigation showed that companies active in the loan space have 
an interest to get a license for using LXIDs  stand -alone . More specifically, a  number 
of competitors in loan pricing and/or reference data, other downstream products, and 
identifiers stated  that they have a standalone interest in LXIDs. One competitor and 
potential customer states : “We have  spoken with IHS only about loan identifiers, and 
IHS packages its LXID with reference data and/or pricing data.”99 Another  market 
participant states: “[A potential customer] has previously sought to license LXID’s 
from Markit to enable its downstream businesses to compete with Markit and to meet 
client needs. But Markit resisted those attempts. It did so by offering [the potential 
customer]  a licensing price that was so high as to signal clear disinterest in 
reaching agreement (essentially a constructive refusal to supply).”100 A competitor 
states:  “The only data from IHSM that’s a need -to-have is the LXIDs – the pricing 
data is a nice -to-have but there ar e viable substitutes.”101 A further competitor 
explains: “(…) customers have asked [competitor] if they could use LoanX IDs. 10 
years ago [competitor] made an attempt to get a license for LoanX IDs, but it was 
very expensive. [Competitor] would consider lice nsing LoanX IDs if the terms were 
appropriate to satisfy its customers’ needs.”102 One competitor highlights:  “Without 
LoanX identifiers, a distributor cannot efficiently concord bank loan transactions or 
bank loan pricing, or further tie such content to its  fundamentals and capital 
structure content sets.”103 This also highlights the importance of loan identifiers , and 
LXIDs in particular,  for downstream products, which are discussed separately in this 
decision (see Section 6.3.3.1 ). 
(123)  The above quotes point  to the existence of  a standalone demand for LXIDs.  
                                                 
98  Reply to question 12.1 of Questionnaire 6.  
99  Reply to question 12.1 of Questionnaire 6.  
100  Reply to question 23.1 of Questionnaire 6, supplemented by separate email on 28 September 2021.  
101  Reply to question 29.1 of Questionna ire 6.  
102  Reply to question 41.1 of Questionnaire 6, supplemented by separate email on 29 September 2021.  
103  Reply to question 33.1 of Questionnaire 6.  
 
 
30 (124)  Second, the market investigation suggests that competitors in the loan space are 
using loa n identifiers such as LXIDs for specific use cases outside of IHSM’s loan 
pricing and reference data. A competitor highlights the use cases of loan identifiers 
from a supply -side perspective: “[Competitor]  requires identifiers for two purposes: 
1) for stru cturing data internally and mapping securities and loans to companies 
and 2) for providing the results of its analyses and data structuring to customers 
including identifiers that customers require/use.”104 While it is conceivable that 
providers of loan pricing and reference data or analytics in that space can work for 
internal purposes with an in -house identifier, this is not clear for providing that 
data/analytics to customers, who have their own views on t he identifier they require. 
Another competitor confirms this: “[The competitors’ market intelligence product] 
has unique [proprietary identifier of the competitor] to support our internal data 
mapping. We do provide them to clients and they are part of our  data sets – but we 
also have to provide market standard identifiers (LXIDs, CUSIPs) to support 
broader market data mapping. We have to meet the market requirement – by 
providing what our clients use – we can’t be competitive by relying upon our own 
identi fiers.”105  
(125)  Third , while LXIDs are generally sold together with loan reference and pricing data, 
certain companies actually benefit from specific LXIDs display rights. The 
Commission analysed specifically IHSM’s contracts with [Details of customer 
contracts ] customers called “Alliance Partners” which are allowed to display 
LXIDs106 and asset servicers107 which also have display rights. The fact alone that 
IHSM has customers which are allowed to display LXIDs and others which are not, 
already indicates that LXIDs may be a separate product. These LXID display rights 
are in relation to loan pricing and reference data but also relating to other products 
which use loan pricing and reference data as an input108, confirming that there are 
separate use cases for LXIDs, not directly related to interrogating IHSM’s loan 
pricing and reference database. This already contradicts the Notifying Party’s view 
that LXIDs are used solely for the purpose of identifying loans in IHSM’s loan 
pricing and reference database.  
(126)  Analysing contr acts of the Alliance Partners, the Commission observes the 
following: In the earlier contracts ( [Details of customer contracts ]109) to which the 
Commission had access, LoanX IDs or LXIDs are not explicitly mentioned. In later 
contracts ( [Details of customer contracts ]), LXIDs are explicitly defined110, [Details 
of customer contracts ]”.111 These later contracts also introduce the concept of 
[Details of customer contracts ]”112 The explicit definition of LXIDs and the 
introduction of more restrictive licensing terms ( [Details of customer contracts ]) 
                                                 
104  Minutes of a call with a competitor on 21 September 2021, 18:00 CET.  
105  Reply to question 3.2.1 of Qu estionnaire 6.  
106  [Details of customer contracts ]. 
107  Asset servicers are often subsidiaries of big banks who take care of the day -to-day activities required to 
benefit from the respective assets (loans in this case), such as collection and distribution of  payments and 
reporting.  
108  […]. 
109  Form CO, Chapter on Market Intelligence, Annex B.34d Schedules 01, 06.  
110  [Details of customer contracts ]. 
111  [Details of customer contracts ]. 
112  […], Form CO, Chapter on Market Intelligence, Annex B.34d Schedule 02, Sec tion 2. Definitions.  
 
 
31 indicate that LXIDs seem to have developed a distinguishable value separate from 
loan pricing and reference data, even if not explicitly separately charged for.  
(127)  When comparing average fees charged to customers with display  rights and without 
display rights, it is evident that LXID display rights have a commercial value that 
translates into higher average revenues from customers who contract for them: Asset 
servicers with display rights paid an average annual fee of [Parties’ financial results ] 
for loan pricing data and [Parties’ financial results ] for loan reference data in 
2020.113 Alliance Partners with display rights paid average annual fees of [Parties’ 
financial results ] for loan pricing data and [Parties’ financia l results ] for loan 
reference data in 2020. Compared to that, customers without display rights paid 
average annual fees of [Parties’ financial results ] for loan pricing data and [Parties’ 
financial results ] for loan reference data in 2020.114 This means that  customers with 
LXID display rights paid on average [Parties’ financial results ]115 times as much for 
loan pricing data as customers without display rights, and more than [Parties’ 
financial results ] as much on average for loan reference data in 2020. While this 
difference may to some extent also be related to other factors influencing the amount 
of fees, such as number of users or scope of data provided, part of the higher fees are 
clearly related to the ability to display LXIDs. This is evident from the con tract 
provisions mentioned above that include restrictions regarding the use of LXIDs 
specifically and separately from IHSM’s loan pricing and reference data.  
(128)  In addition to the Alliance Partners, [Parties’ financial results ] asset servicing 
customers of I HSM have display rights of LXIDs. Together, revenues from the 
Alliance Partners and asset servicing customers make up [ Parties’ financial results ] 
of revenues generated by IHSM’s loan pricing and reference data in 2020.116 In 
summary, a sizeable part of IHS M’s loan pricing and reference data revenues seems 
to be generated by and based on the combined commercialization of IHSM’s loan 
pricing, reference and identifier data, of which LXIDs are a distinguishable and 
separate part evidenced by the display rights of LXIDs.  
(129)  While it could in turn be argued that only a minority of IHSM’s loan pricing and 
reference data customers (Alliance Partners and the asset servicing customers) seem 
to attach a separate value to LXIDs as evidenced by the request for display righ ts of 
LXIDs, it is evident that these customers provide products/services to other market 
participants which value and use LXIDs separately from interrogating IHSM’s loan 
pricing and reference data as evidenced by their decision to purchase those 
products/ services (e.g. [Customer’s product ]). Alliance Partners and asset servicing 
customers are more akin to re -distributors of IHSM’s loan pricing and reference 
data, including LXIDs, rather than being final end -customers.  
(130)  Fourth, the market investigation show ed that in practice, LXIDs are used by end -
customers for specific use cases, outside of IHSM’s loan pricing and reference data. 
When asked more specifically  about how LXIDs are used in practice, half of the 
respond ing customers  answer that “ LXIDs are used alongside IHSM loan pricing 
                                                 
113  Notifying Party’s response to RFI 31, Annex 16.  
114  Notifying Party’s response to RFI 30, question 1.  
115  Among asset servicers, there are […] with significantly higher annual fees than others. Even when 
excluding those […] outliers,  average fees for loan pricing data are still almost […] for customers with 
display rights compared to customers without display rights.  
116  Notifying Party’s response to RFI 31, Annex 16.  
 
 
32 and/or reference data, but also have other use cases for which they are used on a 
standalone basis (unrelated to IHSM loan pricing and/or reference data) ” or even 
that they are used predominantly on a standalone basis (unrelated  to loan pricing 
and/or reference data).117 Customers explain that there are a variety of use cases, 
which are not necessarily completely unrelated to loan pricing and reference data 
use, but require a loan identifier for communication purposes between marke t 
participants. One customer states: “Loan identifiers used for MO & BO reces, FO 
used for pricing (…)”118, where MO & BO presumably indicates “middle office” 
and “back office”, while “FO” stands for “front office”. Front office is the part of a 
bank’s busin ess which is usually in charge of trading, while middle - and back -office 
deal with post -trade processing, accounting, reporting, etc.  
(131)  Another customer mentions: “We have seen examples where we need to prove that 
we have an agreement with Market for LoanX identifiers to be enabled in a feed.”119 
This is possibly a result of IHSM’s contracts with Alliance Partners and asset 
servicers, restricting redistribution of  LXIDs to end -customers. A further customer 
mentions as standalone use case: “ Use to follow the li fe of loans when 
repurchased/repackaged.”120 These statements suggest that use cases for LXIDs are 
broader than limited to being used exclusively in relation to interrogating IHSM’s 
loan pricing and reference data.   
(132)  Half of the responding competitors are also of the view that LXIDs  have other use 
cases for end -customers which are unrelated to identifying loans in loan pricing and 
reference databases.121 One competitor mentions the following standalone use cases: 
“Mapping of loans, reporting trades and invest ments, risk management reporting 
and monitoring, reporting related to trading, settlements and clearing.”122 Another 
competitor states:  “Loan reference data has a lot of uses in both the buy side and 
sell side – any data  related to identifying and quantifyin g deals in the market is 
intrinsically a product. (…).”123 Another competitor mentions that their proprietary 
loan identifier is “used to manage and browse our loans database” but also “offered 
as part of various services that capture and expose loans and cr edit data.”124 A 
competitor explains: “LoanX identifiers are “must have” resources for CLO125 
trustees and other customers. They are used in periodic reporting to CLO trustees to 
the CLO tranche investor.  And investors in turn use the identifiers to map and 
monitor the underlying loan holdings of their CLO investments. Asset managers can 
buy and sell the loans that comprise a CLO, so scrutiny of the asset composition is 
important. Managers seek to profit f rom discrepancies in the cost of loans and the 
ratings that apply to pools of such loans.(…)” 126 
(133)  Even the Notifying Party acknowledges that LXIDs have separate use cases by 
stating “LXIDs are also used to identify loans which are processed using IHSM's 
                                                 
117  Replies to question 23 of Questionnaire 7.  
118  Reply to question 10.1 of Questionnaire 7.  
119  Reply to question 11.1 of Questionnaire 7.  
120  Reply to question 23.1 of Questionnaire 7.  
121  Replies to question 20 of Questionnaire 6.  
122  Reply to question 20.1 of Questionnaire 6.  
123  Reply to question 11.1 of Questionnaire 6.  
124  Reply to question 3.2.1 of Questionnaire 6.  
125  CLO stands for collateralized loan obligation, which is a securitization backed by loans.  
126  Submission of a competitor dated 12 July 2021, paragraphs 11 and 12.  
 
 
33 WSO or ClearPar settlement services (…)”.127 While LXIDs are not essential for 
this purpose, as loans can be cleared and settled without an LXID, “Of the facilities 
processed in ClearPar [IHSM’s loan settlement service] in 2020, c. […] had an 
associated LXID , c. […] had an associated CUSIP, and […] submitted FIGIs or 
LINs for use in respect of facilities processed on ClearPar (although it is possible 
that ClearPar customers use FIGIs or LINs for loans in other use cases). ”128 
[emphasis added]  
(134)  The Commission did  not investigate in detail the way in which the different product 
features (i.e. the fact that LXIDs change over the life of a loan, while loan CUSIPs 
are issued once and do not change) affect market participants’ use cases. However, 
given that IHSM provid es customers with recommended update files which 
reconcile changing LXIDs and allow a customer to follow a loan over time to its 
initial LXID, the effective information available to customers in terms of substance 
does not seem to differ between LXIDs and other loan identifiers . In any case, no 
customer mentioned this difference in product features or its effects on the 
attractiveness of using one identifier versus the other. The only consistent quality 
criterion mentioned by customers throughout responses to the market investigation 
was the coverage of  loan identifiers, i.e. the proportion of all loans covered by an 
identifier.  
(135)  Fifth, the market inve stigation showed that it is not uncommon for competitors to 
display other loan identifiers than their own. Half of the responding competitors state 
that they distribute third -party loan identifiers alongside their own products.129 This 
indicates that loan identifiers more generally have a separate value for customers 
which is independent from the underlying data d istributed  by each provider .  
(136)  A European business association  also highlights that identifiers, including loan 
identifiers, are separate products in their members ’ views: “Financial market 
participants rely on identifiers (for a wide range of financial pro ducts) in order to be 
able to identify and process financial products accordingly, notably in a post -trade 
context (clearing and settlement). These identifiers are also used in relation to loans. 
The identifiers are notably relevant for access to access ce rtain data (e.g. RED, 
CUSIP, LoanX…). These identifiers products are purchased for separate and 
specific purposes by [European business association] members, and should be 
considered and assessed as a separate market.”130 
(137)  In light of the above, the market in vestigation  answers do suggest that LXIDs  serve 
also other use cases than only for the internal organization of IHSM’s loan pricing 
and reference data.  Even for the narrower use case of receiving loan pricing and 
reference data, customers have strong views  on which identifier they need to receive 
this data with  (also confirmed by the fact that most providers supply third -party loan 
identifiers as part of their loan pricing and reference data) , highlighting the separa te 
value of  loan identifier s.131 
                                                 
127  Form CO, Chapter on Market Intelligence, A nnex B.34a, footnote 1.  
128  Form CO, Chapter on Market Intelligence, Annex B.34a, footnote 1.  
129  Replies to question 3.3 of Questionnaire 6.  
130  Submission of a European business association dated 22 September 2021.  
131  Replies to questions 8.1 and 9.1 of Que stionnaire 7.  
 
 
34 (138)  Finally , the market investigation revealed  that LXIDs and other loan identifiers sold 
standalone such as loan CUSIPs compete against each other. From a supply -side 
perspective, t he majority of competitor s respond  that LXIDs and loan CUSIPs are 
substitutes for spe cific use cases or for nearly all use cases.132 One competitor 
explains: “It’s not “specific use cases” really – but they are substitutes for the 
instruments for which there are CUSIPs . But because LXIDs cover a significantly 
larger share of the market —particularly in the less transparent part of the loan 
market —they are more commonly used. (…)”133 [emphasis added]  Several 
respondents echo that LXIDs have a broader coverage than loan CUS IPs. One 
competitor states: “In our view they are complementary to each other.”134 
(139)  From a demand -side perspective, the majority of customers respond s that LXIDs and 
loan CUSIPs are substitutes for specific use cases.135 
(140)  To the question “ Would you consider that  any other loan identifier offers a  good 
alternative to LXIDs?”  more than half of the informative competitors’ responses was 
“Yes, but no alternative as close as loan CUSIPs”.  More than half of the informative 
customers’ responses to this question are also the same.   
(141)  This indicates that LXIDs and other identifiers sold on a standalone basis such as 
S&P’s loan CUSIPs are considered substitutable  by competitors and customers , at 
least for certain use cases. While the market investigation does not provide 
exhaustive  answers which are those specific use cases, for which the identifiers of 
the Parties are substitutable, one customer replies for example: “(…), mapping 
across required.”136 This indicates, together with comments on the coverage of the 
identifiers that customers and competitors are possibly trying to maximize their 
ability to process and compare loan data  by mapping several identifiers and data.  
Another customer explains: “These ID’s are tied back to another database that 
tracks additional metrics o n a given transaction.”137 
(142)  This use case is supported by several answers showing a certain level of 
complementarity in terms of geographic coverage of LXIDs and loan CUSIPs, e.g. 
one customer says: “Identifier for EMEA loans is predominantly LXID but some 
have CUSIPs too. In the US it is almost exclusively CUSIP.”138 Another customer 
states their view on LXIDs and loan CUSIPs like this: “(…) EMEA – LoanIX 
dominant, US, Cusip dominant but overlap between the 2.”139  
(143)  The Commission also notes that there is appare ntly a lot of overlap between loan 
identifiers, at least in relation to the use of loan identifiers within IHSM’s traded 
loan service WSO140: “In relation to WSO Services customers (…), […] of loans by 
volume (and […] by value) had a LXID associated with the m; […] of loans by 
                                                 
132  Replies to question 21 of Questionnaire 6.  
133  Reply to question 21.1 of Questionnaire 6.  
134  Reply to question 21.1 of Questionnaire 6.  
135  Replies to question 24 of Questionnaire 7.  
136  Reply to question 24.1 of Questionnaire 7.  
137  Reply to question 30.1 of Questionnaire 7.  
138  Reply to question 24.1 of Questionnaire 7.  
139  Reply to question 10.1 of Questionnaire 7.  
140 Which is also another use case which is not directly related to interrogating IHSM’s loan pricing and 
reference database.  
 
 
35 volume (and […] by value) had a LIN associated with them; (iii) […] of loans by 
volume (and […] by value) had a CUSIP associated with them; and […] of loans by 
volume (and […] by value) had a Bloomberg ID associated with them.”141 In the 
Commission’s view, this indicates that while currently no single loan identifier 
offers a full coverage of the traded loan universe, different loan identifiers (including 
LXIDs and loan CUSIPs) are obviously substitutable for the use in IHSM’s traded 
loan service WSO  (which is a market leader in that space, […]). 
(144)  In addition, IHSM provides a loan mapping service which enables LXIDs to be 
linked to other loan identifiers including loan CUSIPs, FIGIs, LINs and other 
identifiers. The fact that IHSM provides a mapping service of its own loan identifiers 
to third party loan identifiers shows that there is a demand for l oan identifiers more 
broadly  which is not directly linked to the loan pricing and reference data  of a 
specific provider . This is also supported by the fact that competitors provide their 
own loan pricing and reference data and loan market intelligence products including 
third party loan identifiers (see paragraph (135) ). Furthermore, it seems that IHSM is 
currently the only provider of a mapping service covering all relevant loan 
identifiers.  
(145)  Comparing the reasoning in a previous Commission decision in respect of security 
identifiers, “internal identifiers” used by data vendors and “standalone identifiers” 
were not considered substitutable.142 However, loans are not securities and the 
reasons why the two types of security identifiers were not considered substitutable  
do not seem to apply with respect to loan identifiers.  
(146)  Firstly, in terms of coverage, the Commission refers to coverage figures provided by 
the Notifying Party (see Table 2) which show that in contrast to security identifiers 
(where internal identifiers were considered to lack coverage compared to standalone 
identifiers), this would seem to be the opposite with respect to loan identifiers. As 
also confir med by the market investigation, LXIDs have a much broader loan market 
coverage than for example loan CUSIPs.  
(147)  Second ly, for securities transactions and related reporting, legal requirements 
mandate the use of ISINs, making them an essential identifier for all entities wishing 
to trade, clear, settle and report on securities. However, similar legal requirements do 
not exist for loans.  
(148)  Third ly, the distinction that ISINs are created upon request and proprietary 
identif iers upon discretion of the owner seems to have less relevance for loans. This 
is because of the current time lag between LXID and loan CUSIP creation  (see 
Section 6.3.2.1 ), which leads in most cases to LXIDs (the “internal identifier”) being 
available before loan CUSIPs  (the “standalone identifier”) . Furthermore, while 
LXIDs are indeed issued at the discretion of IHSM, it has been in IHSM’s interest to  
create as many LXIDs as possibl e, i.e. covering as many loans as possible to increase 
coverage and relevance of IHSM’s loan pricing and reference data and related 
identifiers. In terms of incentives to issue loan identifiers, there would hence not 
seem to  be any significant difference between LXIDs and loan CUSIPs.  
                                                 
141  Form CO, Chapter on Market Intelligence, Annex B.34a, footnote 1.  
142  Commission decision of 15 November 2011 in Case COMP/39.592 - Standard and Poor’s , paragraphs 19.  
 
 
36 (D) Conclusion  
(149)  In summary, the above shows that LXIDs and identifiers sold on a stand -alone basis 
such as S&P’s loan CUSIPs are considered substitutable for certain use cases  from a 
demand -side pers pective. Mapping services of loan identifiers further support the 
conclusion that a broader market of loan identifiers is plausible , where LXIDs and 
loan CUSIPs compete .  
6.2.4.3.  Relevant geographic market – Loan Identifiers  
(A) The Commission precedents  
(150)  The Commission has not previously considered the geographic market for loan 
identifiers. However, a number of previous merger and antitrust decisions have 
considered related markets, in the sense that they considered identifiers used for 
financial instruments.  
(151)  In Thomson/Reuters143 the Commission considered the geographic scope of content 
sets, including instrument codes, to be at least EEA -wide and probably global.  
(152)  In Standard & Poor’s144 the Commission recognised that while often national 
security identifiers onl y cover securities issued in the respective countries, in certain 
exceptions, the National Numbering Agency (NNA) responsible for issuing the 
security identifiers also attributes identifiers for certain internationally issued 
securities. Ultimately, the Co mmission considered the market to be global for the 
purposes of that decision, as US ISINs were used globally by market players.  
(153)  In LSEG/Refinitiv145 the Commission admitted that while certain identifiers have 
more coverage of specific geographies, including  CUSIPs covering North America, 
the geographic market would still be worldwide or at least EEA -wide in scope.  
(B) The Notifying Party’s view  
(154)  The Notifying Party considers that the relevant product market of loan pricing and 
reference data and loan identifiers (however defined) is global. This is because 
suppliers can be situated anywhere globally as input is obtained remotely and 
distributed digitally to customers in any location. The Notifying Party submits that 
customer demand is not driven by the customers’ or suppliers’ location , and indeed 
customers may desire loan pricing or loan reference data in respect of issuers or 
regions in which t hey are not physically present.  
(C) The Commission’s assessment  
(155)  The Commission asked market participants in its market invest igation at which 
geographic level they offer and source loan pricing and/or reference data and/or loan 
identifiers.  
                                                 
143  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Gro up, 
paragraph 111.  
144  Commission decision of 15 November 2011 in Case COMP/39.592 - Standard and Poor’s , paragraph 22.  
145  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group/Refinitiv , 
paragraph 479  
 
 
37 (156)  The large majority of competitors replied that they offer data/identifiers at a 
worldwide level , a majority replied that their competitors are active and customers 
are located globally and half of the competitors said that prices are set at worldwide 
level.146 No competitor specified any other relevant geographic scope of their 
product apart from global147 or indicated that their response would d iffer depending 
on whether loan pricing or reference data were concerned.148 The responses indicate 
that from a supply -side perspective, the geographic market of loan pricing data, loan 
reference data, and loan identifiers is considered global.  
(157)  The large majority of customers replied that they purchase loan pricing and reference 
data by comparing offers at a worldwide level.149 The same large majority confirmed 
that the same suppliers are active at worldwide level.150 
(D) Conclusion  
(158)  For the purposes of this decisi on, the Commission considers based on the above 
evidence and reasoning, that loan identifiers are a separate product from loan pricing 
and reference data and given the at least partial substitutability between LXIDs and 
S&P’s loan CUSIPs, the relevant prod uct market plausibly consists of loan 
identifiers more broadly. The Commission considers that this market  is global  in 
scope . 
6.2.4.4.  Relevant product market – CUSIP identifiers  
(A) The Commission precedents  
(159)  The Commission has previously considered the market for secu rity identifiers in 
three decisions: Thomson/Reuters151, LSEG/Refinitiv152 and concretely in respect of 
S&P’s security identifier, CUSIP153 also in Standard & Poor’s154.  
(160)  In Thomson/Reuters , the Commission did not conclude on a separate product market 
for security  identifiers, but did consider them separately in the competitive 
assessment. Furthermore, the decision described identifiers like RICs used by data 
vendors for purposes of identification within the vendors’ own systems and industry -
wide codes provided on a stand -alone basis like SEDOLs, ISINs and FIGIs.155 
(161)  In LSEG/Refinitiv , the Commission considered that security identifiers constitute a 
relevant separate market from other financial information content sets.156 In that 
                                                 
146  Replies to question 13 of Questionnaire 6.  
147  Replies to question 13.1 of Questionnaire 6.  
148  Replies to question 13.2 of Questionnaire 6.  
149  Replies to question 12 and 13 of Questionnaire 7.  
150  Replies to question 12 and 13 of Questionnaire 7.  
151  Commission decision of 19 Febru ary 2008 in Case M.4726, Thomson Corporation/Reuters Group .  
152  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group/Refinitiv  
153  CUSIP stands for Committee on Uniform Security Identification Procedures.  
154  Commission decision of 15 November 2011 in Case COMP/39.592 - Standard and Poor’s . 
155  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation/Reuters Group , 
paragraph 70.  
156  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group/Refinitiv, 
paragraph 480.  
 
 
38 decision, the Commission left open wheth er all security identifiers constitute a 
relevant market or whether each security identifier constitutes a separate market.  
(162)  In Standard & Poor’s  the Commission considered the market for first -hand 
electronic distribution and licensing of US International Securities Identification 
Numbers (ISINs) (records and numbers) via data feeds.157 Bloomberg Tickers and 
Reuters Instrument Codes (RICs) as proprietary identifiers were not considered 
effective substitutes as their coverage is not the same as for ISINs, and their issuance 
is at the discretion of the system owner, whereas ISINs are issued by national 
numbering agencies (NNAs) at the request of issuers.158  
(B) The Notifying Party’s view  
(163)  The Notifying Party acknowledges the relevant product market of security identif iers 
as defined by the Commission in Standard & Poor’s , and considers that the relevant 
market in this case is the first -hand supply of CUSIP identifiers along with related 
descriptive data via data feeds.159 
(C) The Commission’s assessment  
(164)  The Commission notes that CUSIPs were first conceived and introduced in 1968 for 
US-issued securities and before the ISIN Standard was developed (1978). In 
accordance with the ISIN Standard, ISINs build on pre -existing national numbers. This 
is why US -ISINs are based on CUSIPs , which existed before ISINs. They have been 
provided by S&P through its CUSIP Global Services Unit and on behalf of the ABA 
since 1968.  
(165)  CUSIP numbers consist of nine characters (including letters and numbers) that 
uniquely identify a company or issuer an d the financial instrument. In 1989, a 
similar system to identify non -US securities (CUSIP International Numbering 
System or CINS) was introduced. CINS employ the same nine character identifier as 
CUSIP, but also contain a letter in the first position to s ignify the issuer's country or 
geographic region. CGS is the NNA for the USA and Canada, and currently the 
substitute NNA for 53 other jurisdictions.160 
(166)  CUSIPs were assigned over the years to more and more asset classes (e.g. in 1983 to 
Certificates of Deposit, in 1990 to commercial paper issues, in 2003 in the form of 
RED Codes, which are CUSIP -like identifiers, to credit default swaps, in 2004 to 
syndica ted loans, in 2016 to physical precious metals).  
(167)  Automation in trading, clearing and settlement processes of securities as well as 
regulatory changes mandating the use of CUSIPs  and ISINs in US - and EU -
Legislation  for settlement and reporting purposes hav e changed the importance and 
reliance of market participants on CUSIPs  and ISINs . However, their fundamental 
purpose has not changed over the years and remains the unambiguous identification 
of securities (and other assets) in communication between market participants, 
including supervisory authorities, at the national level.  
                                                 
157  Commission decision of 15 November 2011 in Case COMP/39.592, paragraph 12.  
158  Commission decision of 15 November 2011 in Case COMP/39.592, paragraph 19.  
159  Form CO, Chapter on Vertical Relationships, paragr aph 4.7.  
160  Substitute Numbering Agencies - Association of National Numbering Agencies (ANNA) (anna -web.org) . 
 
 
39 (168)  From both a supply -side as well as demand -side perspective, there are effectively no 
substitutes to CUSIPs/ CUSIP -based  ISINs for  securities  issued in one of the 
jurisdictions for whi ch CGS is the NNA ,161 i.e. there is only one entity who supplies 
CUSIPs/ CUSIP -based  ISINs first -hand which is S&P through its CGS Unit. Even if 
some customers mention SEDOLs162, RICs and Bloomberg Codes/Tickers as 
potential alternatives, this applies only to n on-US securities /securities not covered by 
CGS’s NNA service  or for specific environments, e.g. “When using Refinitiv data 
feeds, the RIC code can be credible alternative (…)”163 
(169)  One customer confirms this: “For US/Canadian Securities there is only ONE 
sourc e: CUSIP. Even if we use ISIN for US securities we require a license due to 
'CUSIP embedded ISIN' topic. In both cases the CUSIP Service Bureau is the owner 
of the license.”164 Hence, whoever wants/needs to trade and hold US -issued financial 
instruments or f inancial instruments issued in any other jurisdiction for which CGS 
is the substitute NNA  requires access to CUSIPs /CUSIP -based ISINs  and related 
descriptive data.  
(170)  Customers unanimously answered “No” when asked if they would likely switch 
security identif ier provider in case of a small but significant increase (5 -10%) in the 
licensing fees of CUSIPs.165 
(171)  Based on the market investigation the Commission considers that it has no reason to 
depart from previous decisions and the Notifying Party’s view that the re levant 
market for the purposes of this decision is the issuance, distribution and licensing of 
CUSIP based -ISINs (records and numbers) via data feeds.  
6.2.4.5.  Relevant geographic market – CUSIP Identifiers  
(A) The Commission precedents  
(172)  In its previous Standard & Poor’ s decision, the Commission considered the market 
for CUSIP identifiers to be global, given that CUSIPs are distributed and used by 
customers globally.166 
(B) The Notifying Party’s view  
(173)  In the Notifying Party’s view, the geographic market for the first -hand supply of 
CUSIP identifiers is global in scope.167 
(C) The Commission’s assessment  
(174)  The Commission notes that the purpose of security identifiers like CUSIPs is to 
unambiguously identify securities in communication between market participants 
trading securities. In particular, institutional investors trade securities globally (i.e. 
                                                 
161  Replies to question 48.1 of Questionnaire 5.  
162  Stock Exchange Daily Official List codes, issued by the London Stock Exchange for UK securities.  
163  Reply to question 48.1 of Questionnaire 5.  
164  Reply to question 48.1 of Questionnaire 5.  
165  Replies to question 42 of Questionnaire 7.  
166  Commission decision of 15 Novembe r 2011 in Case COMP/39.592 - Standard and Poor’s , paragraph 23.  
167  Form CO, Chapter on Vertical Relationships, paragraph 4.7.  
 
 
40 independent of their own location) and therefore require globally acknowledged 
security identifiers like CUSIPs. In addition, the market investigation provided no 
evidence that the Comm ission should depart from previous decisions and the 
Notifying Party’s view. The Commission therefore considers that the market for 
CUSIP identifiers to be global.  
(D) Conclusion  
(175)  For the purposes of this Decision, the Commission considers the issuance, 
distrib ution and licensing of CUSIPs/ CUSIP -based -ISINs (records and numbers) via 
data feeds a separate market which is global in scope.  
6.2.4.6.  Relevant product market – RED Code identifiers   
(176)  […].168 […]. 
(A) The Commission precedents  
(177)  The Commission has previously considered the market for RED Codes in its 
IHSM/CME/JV  decision,169 though did not conclude in that decision whether RED 
Codes form a distinct market or are part of a larger market comprising other 
identifiers such as ISINs paired with LEIs.  
(178)  In addition,  the Commission has considered security identifiers, concretely CUSIP - 
based ISIN s and SEDOLs , see Section 6.2.4.4. In those cases, the Commission has 
considered markets comprising all security identifiers, and plausible individual 
markets for each identifier.  
(B) The Notifying Party’s view  
(179)  Regarding RED identifiers, the Notifying Party considers that there are a range of 
alternative identifier systems available that could be used as a substitute for RED 
identifiers, including self -supply and the combined use of legal entity identifiers 
(LEIs) to identify entities and bond ISIN numbers to identify reference obligations. 
Therefore, a broader market comprising those alternatives could be considered, 
according to the Notifying Party. However, the Notifying Party acknowledges that a 
plausible narrow market only consisting of RED identifiers may exist but submits 
that no conclusi on needs to be drawn regarding the product market as no concerns 
arise based on a narrower product market definition comprising only RED 
identifiers.  
(C) The Commission’s assessment  
(180)  The Commission notes that while RED Codes may in theory be substitutable with 
LEIs and ISINs, market participants may be reluctant to consider this as switching 
identifiers is not generally considered easy and quick. This is confirmed by a  number 
of market participant s who attribute  a certain market power to IHSM with respect to 
RED  Codes , for example : “Both S&P and IHS Markit have significant market power 
in relation to market data. For S&P, it’s their indexes and credit ratings, for Markit 
                                                 
168  Form CO, Chapter on Vertical Relationships, paragraph 5.25.  
169  Commission decision of 20 July 2021 in case M. 10158 – IHS Marki t / CME Group / JV , paragraph 211.  
 
 
41 it’s their fixed income indexes and RED codes.”170 If RED Codes were easily 
substitutable, ISHM  would likely not be considered to have market power with 
respect to them.  
(181)  From a supply -side perspective, RED Codes itself are not substitutable by any 
potential competitor, […].  
(182)  Based on the above and no indications in the responses to the market inves tigation 
that RED Codes are substitutable  with one or more identifiers , the Commission 
considers the relevant market in this case to consist s of RED Codes.  
6.2.4.7.  Relevant geographic market – RED Code Identifiers  
(A) The Commission precedents  
(183)  The Commission has previ ously considered the geographic market for RED Codes 
or a plausible wider market comprising other identifiers that would be able to 
substitute RED Codes in its IHSM/CME/JV  decision171 as global.  
(B) The Notifying Party’s view  
(184)  The Notifying Party submits that the  market for RED Codes is global in scope, given 
that IHSM distributes RED Codes globally.172 
(C) The Commission’s assessment  
(185)  The Commission received no responses to the market investigation suggesting that 
the geographic scope should be any other than in line wi th previous decisions and 
the Notifying Party’s view , i.e. global . The Commission furthermore notes that RED 
Codes are used to support the trading, clearing and settlement of CDS, which is a 
global market . Based on these considerations, the Commission sees  no reason to 
depart from its previous consideration that the market for RED Codes is global.  
(D) Conclusion  
(186)  For the purposes of this Decision, the Commission considers that RED Codes form a 
separate market which is global in scope.  
6.2.4.8.  Relevant product market – Cross reference tools 
(A) The Commission precedents  
(187)  The Commission has not previously considered a market for cross -reference services 
or tools.  
(B) The Notifying Party’s view  
(188)  The Notifying Party submits that cross -reference services will likely have a limited 
demand-side substitutability with other products or services given the specific 
                                                 
170  Replies to questions 15.1 and 58.1 of Questionnaire 5.  
171  Commission decision of 20 July 2021 in case M. 10158 – IHS Markit / CME Group / JV , paragraph 215.  
172  Form CO, Chapter on Vertical Relationships, paragraph 5.28 . 
 
 
42 purpose  they serve for customers, i.e. linking different datasets on entity, instrument 
and industry level. While there could be differentiation based on the focus of the 
respecti ve cross -reference tool, e.g. IHSM’s Entity Link being more focused on 
debt-related identifiers, and S&P’s offering being broader, the Notifying Party does 
not consider it necessary to conclude on this, as no concerns arise.  
(C) The Commission’s assessment  
(189)  The Commission notes that customers may have a distinct view on which identifiers 
they need access to based on the underlying data they want to link, and hence 
identifier coverage is likely a very important feature of cross -reference tools. 
Respondents to the  market investigation considered nevertheless that competition 
takes place at the level of cross -reference tools overall and no further segmentation is 
relevant.173 Respondents to the market investigation found that S&P and IHSM are 
close competitors in the market for cross -reference tools, but along with other 
competitors.174 This points to basically substitutable offerings.  
(190)  The market investigation otherwise did not provide any specific indications that the 
market for cross -reference tools could be narrower. The Commission therefore 
considers that the relevant product market for the purpose of this decision is the 
market for cross -reference tools.  
6.2.4.9.  Relevant geographic market – Cross reference tools  
(A) The Commission precedents  
(191)  The Commission has not previously con sidered the geographic scope of the 
plausible market for cross -reference tools.  
(B) The Notifying Party’s view  
(192)  Regarding cross -reference  tools, the Notifying Party  consider s that a  market 
comprising the global supply of cross -reference services would be appropriate given 
that those services are supplied on a global basis. Equally, demand is not driven by 
location of either the customer or the supplier.175 
(C) The Commission’s assessment  
(193)  The Commission considers the plausible market for cross -reference tools to be 
global for the following reasons.  
(194)  First, identifiers and sector classification schemes, which are inputs to cross -
reference tools, are global markets.  
                                                 
173  Replies to question 35 of Questionnaire 7.  
174  Replies to question 40 of Questionnaire 7.  
175  Form CO, Chapter on Vertical relationships, paragraph 5.35.  
 
 
43 (195)  Second, respondents to the ma rket investigation unanimously answered that they 
purchase cross -reference tools by comparing offers at worldwide level  and that 
suppliers are active at this level .176 
(D) Conclusion  
(196)  For the purposes of this Decision, the Commission considers that cross -referenc e 
tools are a separate market which is global in scope.  
6.2.5.  Pricing and reference data  
6.2.5.1.  Overview and Parties’ activities  
(197)  Pricing and reference data can be related to different asset -classes: (i) corporate and 
sovereign bond pricing and reference data, (ii) muni cipal bond pricing and reference 
data, (iii) loan pricing and reference data (iv) securitized products pricing and 
reference data, and (v) CDS pricing and reference data.  
(198)  Pricing data can be based on actual transactions (i.e. price at which a certain asse t 
was bought/sold) , on quotes (i.e. firm offers to buy/sell a certain asset) or estimates  
or even extrapolations based on a small sample of those (“evaluated pricing”) . 
Reference data contains terms and conditions of financial instruments which in 
certain asset classes, like loans, can change over time.  
(199)  Pricing and reference data can be supplied together or separately. Both pricing data 
and reference data can each be supplied as a ‘standard’ package (i.e. the customer 
gets a full basic dataset) or, dependi ng on the customer’s needs, as a bespoke file 
containing only certain data elements (e.g. focussing on a specific geography).  
(200)  Pricing and reference data is always supplied using one or several identifiers to 
unambiguously distinguish and identify the fina ncial instruments the data refers to. 
The data is used by a variety of different customers, for example investors, banks, 
asset servicers, market intelligence providers and credit rating agencies.  
(201)  IHSM is active in pricing and reference data for several ty pes of financial 
instruments, namely (i) loan pricing and reference data, (ii) bond pricing and 
reference data, and (iii) CDS pricing and reference data.  
6.2.5.2.  Relevant product market  – Pricing and reference  data 
(A) The Commission precedents  
(202)  The Commission defined pricing and reference data in LSEG/Refinitiv , although in 
that case, the focus and overlap was in consolidated  non real -time pricing and 
reference data, which was considered a separate market, different from the market of 
packaged so lutions, such as desktop services.177 In other previous decisions, the 
                                                 
176  Replies to question 36 of Questionnaire 7.  
177 Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group/Refinitiv 
Business , paragraph 518.  
 
 
44 Commission considered discrete data content sets as plausible separate markets , 
given that they are not substitutable from a demand side perspective .178 
(B) The Notifying Party’s view  
(203)  The Notif ying Party acknowledges that , despite some supply -side substitutability,  
pricing and reference data should be considered separate markets for different asset 
classes, due to limited demand -side substitutability.179 Within asset classes, the 
Notifying Party s ubmits that no further segmentation is relevant, e.g. into different 
kinds of bonds (corporate, municipal, sovereign and securitized products), as there is 
full supply -side substitutability and customers generally tend to demand the full 
range, though the segmentation may not be entirely irrelevant for customers.  
(204)  Considering whether pricing and reference data are in general part of the same 
market, t he Notifying Party considers that there is at least some supply side 
substitutability  in the sense that many providers are active in both, pricing and 
reference data and the customers tend to overlap to a large extent. From a demand 
side perspective, the Notifying Party considers pricing and reference data to be 
complementary. In any case, the Notifying Party con siders that the Commission does 
not need to conclude on the exact market definition with respect to an overall pricing 
and reference data market (for different asset classes) or separate pricing data and 
reference data markets. The Notifying Party has neve rtheless provided market share 
data based on the most narrow plausible market definition, namely for pricing and 
reference data separately for all three relevant asset classes (loans, bonds, CDS).  
(205)  The Notifying Party further considers that customers genera lly do not distinguish , 
other than in exceptional circumstances, between evaluated and composite /mark -to-
market  pricing. According to the Notifying Party, t hese are two different price 
calculating methodologies which may be used separately or in combinatio n in 
relation to some instruments (e.g. bonds and CDS) to ensure accuracy and as full 
coverage as possible, in particular when observable pricing data is not as readily 
available or prevalent. The Notifying Party does not consider separate markets for 
evaluated and non -evaluated pricing  plausible .180 
(C) The Commission’s assessment  
(206)  The Commission considers that the evidence from the market investigation supports 
the Notifying Party’s view that pricing and reference data for different asset classes 
are separate markets. The responses to the market investigation even suggest that 
there is no supply side substitutability in the shor t term.181 For example, no 
competitor considers it feasible that a provider of bond or CDS pricing data can start 
producing loan pricing data within a short time such as 6 months or less.182 In fact, 
most respondents are either unable to estimate this or state  that starting a pricing data 
service in a different asset class would take between 1 and 2 years and several 
                                                 
178  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 44 and Commission decision of 2 0 July 2018 in Case M.8837, Blackstone/Thomson Reuters 
F&R Business , paragraph 17.  
179  Form CO, Chapter on Vertical Relationships, paragraph 3.96.  
180  Notifying Party’s response to RFI 30, question 5.  
181  Replies to questions 7 -9 of Questionnaire 6.  
182  Replie s to question 7 of Questionnaire 6.  
 
 
45 million Euros of investment to get started.183 One competitor estimates: “It is our 
understanding that it would be difficult to begin producing loan  pricing data in a 
short time. Loan markets are in many ways more illiquid than bond markets and 
ownership of loan data is not easily collected.”184 Another respondent emphasizes 
that most customers value data history, so a successful entrant in the loan pri cing 
data market would require several (4 -5) years of data history before becoming a 
relevant competitor.185 Furthermore, the respondent states: “It is also worth noting 
that even once the product gets to the marketplace, the new offering would still need 
to concord to either LXIDs or CUSIP IDs (both controlled by the combined entity) 
and the cost of obtaining those IDs likely will increase significantly for a competitive 
product.”186 In summary, entry into adjacent pricing and reference data markets 
seem to be  difficult and from a demand -side perspective, pricing and reference data 
for different asset classes is not substitutable.  
(207)  With respect to the question whether pricing and reference data are part of the same 
market or separate markets, the evidence in the  market investigation is mixed. The 
majority of responding customers purchase loan pricing and reference data 
separately, one third of the responding customers purchase loan pricing and 
reference data together, and a small minority purchases only loan pric ing data.187 
[Parties’ accounting policy ].188  
(208)  From a supply side perspective, the data sources for loan pricing and reference data 
are different. Loan pricing data is sourced from actively trading dealer banks and 
brokers, while loan reference data  is sourced from Information Memoranda prepared 
by the agent banks syndicating a loan. One competitor also notices that both kinds of 
data present very different challenges: “It is important to delineate between pricing 
collection and reference data collec tion. While pricing data collection is much less 
complicated (and with much less data item collection) than reference data 
collection; obtaining pricing history is much more difficult than reference data 
historical collection. This is because there is docu ment history available for about 
60-65% of the loan facilities. The training and education component toward 
collecting the loan reference data is 5 times more difficult than collecting pricing 
data.”189 
(209)  The Commission notes that given that not all providers provide both types of data, 
customers do not always buy both types of data or if they do, they might buy them 
separately, the data sources are different  and require different expertise in terms of 
database management, the evidence would tend to point rathe r in the direction of 
separate pricing and reference data markets.  
(210)  With respect to the specific asset classes (CDS, loans, bonds), a further sub -
segmentation could be relevant for bonds depending on the type of issuer (sovereign, 
municipal, corporate, secu ritized). However, customers often purchase data on 
different kinds of bonds together and suppliers ’ products are comparable in the sense 
                                                 
183  Reply to question 7.1 of Questionnaire 6.  
184  Reply to question 7.1 of Questionnaire 6.  
185  Reply to question 7.1 of Questionnaire 6.  
186  Reply to question 7.1 of Questionnaire 6.  
187  Reply to question 5 of Questionnaire 7. 
188  Notifying Party’s response to RFI 15, question 2.  
189  Reply to question 10.1 of Questionnaire 6.  
 
 
46 that they cover all those sub -segments at a similar quality level.190 On that basis, and 
given that no concerns arise wi th respect to any plausible sub -segment, the 
Commission considers that the exact product market definition with respect to bond 
pricing and/or reference data can be left open.  
(211)  The market investigation did not indicate that any narrower separate plausible 
markets may exist with respect to CDS pricing and/or reference data and loan pricing 
and/or reference data.  
6.2.5.3.  Relevant geographical market  
(A) The Commission precedents  
(212)  The Commission considered in a previous decision that markets for discrete 
financial data cont ent sets  are at least EEA -wide or global.191 In LSEG/Refinitiv , the 
Commission considered the related  market of consolidated non real -time pricing and 
reference data to be worldwide in scope.192 
(B) The Notifying Party’s view  
(213)  The Notifying Party  consider that the relevant geographical market is global since 
suppliers may provide either pricing or reference data wherever they are located. 
Moreover, input data can be obtained remotely from publicly available sources that 
can then be digitally distr ibuted to customers in any location.193 The Notifying Party 
considers this to apply to pricing and reference data for all asset classes relevant in 
this case, namely for loans, bonds and CDS.  
(C) The Commission’s assessment  
(214)  The Commission considers the market fo r pricing and reference data for loans, bonds 
and CDS to be global in scope for the following reasons.  
(215)  First, the majority of competitors responding to the market investigation state that 
their company offers loan pricing and/or reference data at worldwide  level, that their 
competitors are active on a global level too and that customers are located across the 
world.194 Some companies indicate that they set prices at a different level than 
global, but the Commission does not deem this a sufficiently important factor to 
consider the market narrower than global.  
(216)  Second, the large majority of customers purchase loan pricing and reference data by 
comparing offers worldwide, and consider the same suppliers are active 
worldwide.195 
                                                 
190  Form CO, Chapter on Vertical Relationships, paragraph 398 i).  
191  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 106.  
192  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv , 
paragraph 518.  
193  Form CO, Chapter on Vertical Relationships, paragraphs 3.31 and 3.100.  
194  Replies to question 13 of Questionnaire 6.  
195  Replies to questions 12 and 13 of Questionnaire 7.  
 
 
47 (217)  Third, the market investigation did n ot provide any evidence that the geographic 
scope for pricing and reference data in bonds and CDS should be different from that 
for loans.  
(D) Conclusion  
(218)  For the purposes of this Decision, the Commission considers that the following 
plausible separate relevant  markets exist: i) loan pricing data, ii) loan reference data, 
iii) bond pricing data, iv) bond reference data, v) CDS pricing data, vi) CDS 
reference data. All those plausible markets are global.  
6.2.6.  Desktop services  
6.2.6.1.  Overview and Parties’ activities  
(219)  Desktop services enable individual users to access content including real -time and 
non-real-time financial data, news and analytics spanning asset classes and 
geographies via a software container, or “front end”. Desktop services deliver data 
for viewing by humans  on a screen. In addition to displaying financial data for users, 
desktop services often include decision support tools,196 workflow tools,197 and 
instant messaging capabilities. Desktop services sometimes offer access to trading 
capabilities and venues. Desktop services can take the form of either a web -delivered 
solution available on any computer, or a physical ‘desktop terminal’. Desktop 
services comprise comprehensive and fully integrated desktops (premium products), 
or more specific desktops with targeted content sets. In both cases, these can be 
referred to as "workstations" or "terminals". Various content and capabilities are 
licensed to e nd users for use either in or alongside integrated desktops (or on laptops 
or mobile devices) or separately.  
(220)  Desktop services cater to different customer needs. Such needs vary significantly, for 
example, between (i) on -trading floor customers (e.g. trader s) who use desktop 
services to inform trading decisions in real -time and (ii) off -trading floor customers 
(e.g. asset managers) who use desktop services to provide advisory and investment 
services to institutional investors. While the basic desktop solutio n offered may be 
the same, its content can be tailored by customer segment.  
(221)  S&P supplies desktop services via SPGMI, such as its Market Intelligence platform 
(previously known as the Capital IQ platform). IHSM does not provide desktop 
services.  
6.2.6.2.  Relevant product market  
(A) The Commission precedents  
(222)  In Blackstone/Thomson Reuters F&R Business198, the Commission discussed a 
plausible market for desktop services, which would be separate from consolidated 
                                                 
196  E.g. tools for risk analytics, portfolio analytics, market monitoring and idea generation applications.  
197  E.g. Microsoft Excel integration and innovative charting capabilities.  
198  Commission decisio n of 20 July 2018 in Case M.8837, Blackstone / Thomson Reuters F&R Business , 
paragraphs 12, 14.  
 
 
48 real-time datafeeds (“CRTD”), non -real-time datafeeds  (“NRTD”) , and discrete 
content datasets. The relevant product market definition was eventually left open.  
(223)  In LSEG/Refinitiv199, the Commission considered that the market for desktop 
services is a separate market. Moreover, The Commission considered that the market 
should not be further sub -segmented by asset class or customer type.  
(B) The Notifying Party’s view  
(224)  The Notifying Party consider s the desktop services in relation to the distribution of 
financial data and indices in particular, arguing that the relevant product  market 
might plausibly comprise, at its widest, the distribution of financial markets data 
overall, reflecting both the supply -side substitutability between the distribution of 
different financial datasets and the fact that many customers typically consum e 
financial indices alongside other data. Such a market could be segmented by 
reference to aggregated desktop and datafeed offerings (consistent with Commission 
precedent on distribution channel). On a more narrow basis, the Notifying Party 
considers that a market comprising just the distribution of indices (again including 
segmented by desktop and datafeed) may also be plausible. The Notifying Party adds 
that there is no need to conclude on the precise scope of the product market due to 
the lack of concern s either way.  
(C) The Commission’s assessment  
(225)  The Commission does not consider it appropriate to consider desktop services only 
in conjunction with the distribution of financial data, whether indices or otherwise. 
Desktop services can be sold both together wit h other products (data sets or 
datafeeds), but the package chosen varies by customer so there is no predominant 
pairing that could constitute a market. Moreover, desktop services are also sold and 
purchased separately.200 Content availability is only one fac tor among the top factors 
customers consider when selecting a desktop service; the others are the 
functionalities of the desktop, the user -friendliness, the messaging/community 
aspects and price.201 As such, in line with precedents, the Commission considers 
desktop services to constitute a separate product market.  
(226)  As for further segmentation of desktop services, competitors indicate that 
competitive dynamics do differ to some extent based on the target user (e.g. 
investment banker, asset manager, trader, etc .).202 However this question can be left 
open as no competition concerns arise regardless of further segmentation based on 
target user.  
                                                 
199  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 415 – 418. 
200  Replies to question 25 of Questionnaire 8.  
201  Replies to question 8 of Questionnaire 9.  
202  Replies to question 26 of Questionnaire 8.  
 
 
49 6.2.6.3.  Relevant geographical market  
(A) The Commission precedents  
(227)  In Blackstone/Thomson Reuters F&R Business203, the market investigat ion 
confirmed that the relevant geographic scope for desktop services is worldwide or at 
least EEAwide as both end -customers and competitors are active globally or at least 
regionally and the core offering remains the same throughout the world and/or the 
region.  
(228)  In LSEG/Refinitiv204, the Commission considered that the geographic scope of the 
relevant market for desktop services is global.  
(B) The Notifying Party’s view  
(229)  The parties consider the market for desktop services to be global in scope.205    
(C) The Commission’ s assessment  
(230)  The Commission has found no evidence to depart from the precedent and Notifying 
Party’s view. Indeed, competitors and customers confirmed that the market is global , 
as competitors’ offerings are available on a world -wide basis and prices are s et at 
that level, and customers also compare offers on a world -wide level .206  
6.2.6.4.  Conclusion  
(231)  For the purposes of this Decision, the Commission considers that  a relevant plausible 
global market exists for desktop services.  
6.2.7.  Non-real time d atafeeds (“NRTDs”)  
6.2.7.1.  Overview and Parties’ activities  
(232)  Datafeeds, by contrast with desktop solution, deliver data in “raw” format, from 
which customers can build their own internal applications or portals.207 The data feed 
provision market is composed of real -time data feeds and non-real time data feeds.  
(233)  A real -time datafeed is a virtual pipeline that supplies continually updated financial 
market information. Real -time data feeds can be used as inputs for applications 
developed by banks and financial institutions, for example to allow for electronic or 
automatized algorithmic trading. 208 
                                                 
203  Commission decision of 20 July 2018 in Case M.8837, Blackstone / Thomson Reuters F&R Business , 
paragraph 19.  
204  Commission decision of 13 January  2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 424.  
205  Notifying Party’s response to RFI 24, Annex 3a, paragraph 4.62.  
206  Replies to question 32 of Questionnaire 8 and question 7 of Questionnaire 9.  
207 Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 26.  
208  Commission decision of 20 July 2018, Case M.8837, Blackstone / Thomson Reuters F&R Business , 
paragraph 23.  
 
 
50 (234)  There are two types of real -time datafeeds: consolidated and direct. Consolidated 
real-time data feeds (“CRTDs”) require the aggregation of feeds from various 
sources including exchanges into a sin gle source. The CRTD is then delivered to the 
end-customer. Direct real -time data feeds connect an individual exchange or other 
data source with the end -customer.  
(235)  Non-real-time data is general financial and economic information such as historical 
pricing and reference data, macroeconomic data, company data. It may be updated 
several times a day or daily, but it does not satisfy the real -time data requirements as 
continually updated financial market information. Non -real-time data is primarily 
used for rese arch and advisory purposes. It is distributed in (i) non -real-time data 
feeds, as (ii) discrete content datasets or through (iii) desktop solutions. NRTDs 
often combine various types of financial and economic information aggregated from 
various sources int o a single stream of data. NRTDs may include delayed trading 
data, which is being disseminated more than 15 minutes after its generation, and/or 
historical data from trading venues and index providers.  
(236)  S&P offers a NRTD  product in the form of XpressFeed , which as a market share  of 
approximately [5-10]% in the market .209 IHSM has an index aggregator business, 
SOLA. SOLA is an index management tool that takes index data from multiple 
suppliers  and ‘normalises’ them into a consolidated and standardised format fo r 
supply via a single datafeed . While it is not clear to what extent this specialized 
datafeed competes  in the NRTD space, its market share would in any case be 
negligible at < [0-5]%.  
6.2.7.2.  Relevant product market  
(A) The Commission precedents  
(237)  In Blackstone/Thomson  Reuters F&R  Business210, the Commission discussed a 
plausible market for NRTDs , which would be separate from CRTDs , and discrete 
content datasets. The relevant product market definition was eventually left open.  
(238)  In LSEG/ Refinitiv ,211 the Commission considered that NRTDs  constitute a relevant 
market, which is separate from direct real -time datafeeds and CRTDs .212 
(B) The Notifying Party’s view  
(239)  The Notifying Party considers datafeeds in relation to the distribution of financial 
data and indic es in particular, arguing that the relevant product market might 
plausibly comprise, at its widest, the distribution of financial markets data overall, 
reflecting both the supply -side substitutability between the distribution of different 
financial dataset s and the fact that many customers typically consume financial 
indices alongside other data. Such a market could be segmented by reference to 
                                                 
209  Form CO, Chapter on Vertical Relationships, Table 4.8.  
210  Commission decision of 20 July 2018 in Case M.8837, Blackstone / Thomson Reuters F&R Business , 
paragraphs 12, 14.  
211  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 395  
212  Commission deci sion of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 524  
 
 
51 aggregated desktop and datafeed offerings (consistent with Commission precedent 
on distribution channel). On a mor e narrow basis, the Notifying Party considers that 
a market comprising just the distribution of indices (again including segmented by 
desktop and datafeed) may also be plausible. The Notifying Party adds that there is 
no need to conclude on the precise sco pe of the product market due to the lack of 
concerns either way.  
(C) The Commission’s assessment  
(240)  The Commission does not consider it appropriate to consider datafeeds only in 
conjunction with the distribution of financial indices, as they often combine various  
types of financial and economic information aggregated from various sources. The 
Commission’s market investigation did not provide indications to depart from the 
precedent. As such, in line with precedents, the Commission considers NRTDs to 
constitute a s eparate product market.  
6.2.7.3.  Relevant geographical market  
(A) The Commission precedents  
(241)  In Reuters Instrument Codes ,213 the Commission found that the relevant market for 
CRTDs is worldwide in scope.  
(242)  In Thomson/Reuters ,214 the Commission considered the geographic scop e of relevant 
markets involving discrete financial data content datasets to be at least EEA -wide 
and probably global.  
(243)  In LSEG/Refinitiv , the Commission considered the market for NRTDs215 to be 
worldwide in scope.  
(B) The Notifying Party’s view  
(244)  The Notifying Pa rty considers the market for datafeeds to be global in scope.216   
(C) The Commission’s assessment  
(245)  The Commission has found no evidence to depart from the precedent and Notifying 
Party’s view. As such, the geographic scope is considered to be global.  
6.2.7.4.  Conclusion  
(246)  For the purposes of this Decision, the Commission considers that  a relevant plausible 
global market exists for NRTDs.  
                                                 
213  Commission decision of 20 December 2012 in Case AT.39654, Reuters Instrument Codes , paragraphs 
28ff. See also Commission decision of 20 July 2018 in Case M.8837, Blackstone / Thomson Reuters F&R 
Business , paragraphs 23 -25. 
214  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 106.  
215  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 529.  
216  Notifying Party’s response to RFI 24, Annex 3a, paragraph 4.62.  
 
 
52 6.2.8.  Fundamentals data  
6.2.8.1.  Overview and Parties’ activities  
(247)  Fundamentals data consists of granular metrics that represent the primary 
characterist ics and financial data necessary to determine the stability and health of a 
given company such as financial, cash flow and fund flow statements. This 
information is typically taken from public sources, such as filings, other regulatory 
publications or othe r sources such as (transcripts of) earning calls, before being 
aggregated and cleansed by data providers. The information is used by customers for 
a wide range of use cases such as research, risk assessment and analytics purposes.  
(248)  Only S&P is active in the  supply of fundamentals data.  
6.2.8.2.  Relevant product market  
(A) The Commission precedents  
(249)  In Thomson/Reuters217, the Commission identified a separate relevant product 
market for fundamentals data. In LSEG/Refinitiv218, the Commission confirmed the 
market definition.  
(B) The Notifying Party’s view  
(250)  The Parties consider that an overall market for fundamentals data is a plausible 
market.219 
(C) The Commission’s assessment  
(251)  On the basis of the market investigation results and in light of its decisional practice, 
the Commission conclu des that fundamentals data constitute a relevant market, for 
the following reasons. The market investigation does not provide any evidence that 
the relevant market definition for fundamentals data should depart from the 
Commission’s decision in Thomson /Re uters  and LSEG/Refinitiv . Data vendors 
submit that they offer fundamentals data both separately and in a package with other 
products/services.220 The fact that there are commercial offers of both types of 
products from the same data vendor confirms that end -customers also purchase 
fundamentals data on a standalone basis. The Commission’s market investigation did 
not provide indications that the relevant market for fundamentals data should be sub -
segmented further.  
                                                 
217  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 44.  
218  Commission decision of 1 3 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 415 – 418. 
219  Form CO on vertical relationships, paragraph 5.50.  
220  Replies to question 5 of Questionnaire 8.  
 
 
53 6.2.8.3.  Relevant geographical market  
(A) The Commission p recedents  
(252)  In Thomson /Reuters221, the Commission considered the geographic scope of content 
sets, including fundamentals data, to be at least EEA -wide and probably global.  
(253)  In LSEG/Refinitiv222, the Commission considered that the geographic scope of the 
relevan t market for fundamentals data is worldwide or at least EEA -wide in scope.  
(B) The Notifying Party’s view  
(254)  The parties consider the market for fundamentals data to be global in scope.223 
(C) The Commission’s assessment  
(255)  The market investigation confirmed the Commissio n’s decisional practice and the 
Notifying Party’s view for this market. Indeed, competitors confirmed that the 
market is global, as competitors’ offerings are available on a world -wide basis and 
prices are set at that level.224  
6.2.8.4.  Conclusion  
(256)  For the purposes o f this Decision, the Commission considers that  a relevant plausible 
global market exists for fundamentals data.  
6.2.9.  Economic data  
6.2.9.1.  Overview and Parties’ activities  
(257)  Economic data is data describing the state of economies, generally at the country 
level. This data consists in interest rate information, GDP information and other 
macroeconomic data and can be historic  (i.e. time series)  or forecast data.  
(258)  IHSM supplies a range of economic data, including historic data and forecast data. 
These products have a wide range of end -uses, typically geared towards supporting 
strategic and tactical commercial decisions.  
(259)  S&P does not provide economic data, but is a customer of economic data, which is 
an input into credit ratings. Also, economic data is distributed via deskt ops and data 
feeds, and hence S&P distributes economic data.  
                                                 
221  Commission decision of 19 February 2008 in Case M.47 26, Thomson Corporation / Reuters Group , 
paragraph 106.  
222  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 424.  
223  Form CO on vertical relationships, paragraph 5.51.  
224  Replies to question 10 of Questionnaire 8.  
 
 
54 6.2.9.2.  Relevant product market  
(A) The Commission precedents  
(260)  In Thomson/Reuters225, the Commission identified a separate relevant product 
market for time series of economic data. In LSEG/Refinitiv226, the Commission 
confirmed the market definition.  
(B) The Notifying Party’s view  
(261)  In the Parties’ view, the relevant market might comprise the supply of economic data 
at its widest. However, reflecting the lack of clear supply or demand -side 
substitutability, the Par ties consider potential separate markets for the supply of 
historic , or time series, economic  data and forecast economic data.227 From a supply -
side perspective, while some providers of economic data provide both historic data 
and forecast data, many focus o n one area, suggesting a potential lack of significant 
supply -side substitutability. In particular, the supply of forecast data requires 
particular capabilities and expertise that are not required of suppliers of historic data. 
From a demand -side perspecti ve, while some customers may require both historic 
and forecast data, others will predominantly require only one type and are unlikely to 
consider the other as substitutable.  
(C) The Commission’s assessment  
(262)  On the basis of the evidence available to it  and in l ight of its decisional practice,  the 
Commission concludes for the purposes of this case that time series of economic 
data and forecast economic data  constitute plausible  relevant market s. The market 
investigation does not provide any evidence that the rele vant market definition for 
time series of economic  data should depart from the Commission’s decision in 
Thomson/Reuters and LSEG/Refinitiv . In terms of supply -side substitutability, the 
Commission notes that in the top 5 suppliers each in time series of ec onomic data 
and in forecast economic data, only 2 overlap. In terms of demand -side 
substitutability, while some customers may need both sets, the use cases of backward 
looking and forward looking data are different and therefore customers are not likely 
to consider them substitutable; forecast economic data may inform strategic thinking 
while time series of economic data may be inputs for modelling and/or backtesting. 
Nevertheless, the question of whether economic data should be segmented into 
forecast econ omic data and time series of economic data can be left open for the 
purposes of this case as no competition concerns arise regardless of the precise 
definition.  
                                                 
225  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 44.  
226  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 415 – 418. 
227  Form CO on vertical relationships, paragraph 3.40.  
 
 
55 6.2.9.3.  Relevant geographical market  
(A) The Commission precedents  
(263)  In Thomson/Reuters228 and LSEG/Refinitiv229, the Commission considered the 
geographic scope of time series of economic  data, to be at least EEA -wide and 
probably global.  
(B) The Notifying Party’s view  
(264)  The parties consider the market for economic data to be global in scope since 
suppliers may provide eit her loan pricing or loan reference data wherever they are 
located. Moreover, input data can be obtained remotely from publicly available 
sources that can then be digitally distributed to customers in any location.230 
(C) The Commission’s assessment  
(265)  The Commissio n has found no evidence to depart from the decisional practice and 
the Notifying Party’s view. The Commission does not need to conclude on the 
definition for the purposes of this case as no concerns arise regardless of the precise 
market definition.  
6.2.9.4.  Concl usion  
(266)  For the purposes of this Decision, the Commission considers that  a relevant plausible 
global market exists for economic data, potentially segment ed further as historic 
economic data and forecast economic data.  
6.2.10.  Sector classification schemes  
6.2.10.1.  Overview and Parties’ activities  
(267)  Sector classification schemes, or industry taxonomies as they may be called, are 
systems for categorisation and comparison of companies according to their activities, 
industry and sector. Each scheme is composed of levels that incre ase the granularity 
of the categorisation – e.g. industry, sector or sub -sector level. A company is given 
an identifying code that determines its category in each level. Sector classification 
schemes are used in research, portfolio management, asset alloca tion and index 
creation.  
(268)  GICS is a taxonomy system for classifying companies globally into pre -determined 
sectors, industries and other groupings. It was developed jointly by MSCI and S&P, 
and is now distributed independently by both entities […]. 
                                                 
228  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 106.  
229  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group  / Refinitiv 
Business , paragraph 852.  
230  Form CO on vertical relationships, paragraph 3.41.  
 
 
56 6.2.10.2.  Relevant  product market  
(A) The Commission precedents  
(269)  In LSEG/Refinitiv231, the Commission concluded that sector classification schemes 
constitute a separate relevant product market . 
(B) The Notifying Party’s view  
(270)  In the Notifying Party’s  view, the relevant market might comprise the supply of 
sector classification schemes, but that no conclusion need be drawn as no 
competition concerns arise on any basis.232  
(C) The Commission’s assessment  
(271)  On the basis of the evidence available to it and in lig ht of its decisional practice, the 
Commission concludes for the purposes of this case that sector classification 
schemes constitute a separate relevant product market . The market investigation does 
not provide any evidence that the relevant market definiti on should depart from the 
Commission’s decision in LSEG/Refinitiv . From a supply -side perspective, of the 
schemes available in the market, two are publicly available and all other schemes but 
one are available to license on a standalone basis.  
6.2.10.3.  Relevant ge ographical market  
(A) The Commission precedents  
(272)  In LSEG/Refinitiv233, the Commission considered the geographic scope of sector 
classification schemes to be global.  
(B) The Notifying Party’s view  
(273)  The parties consider the market for sector classification schemes  to be  global in 
scope.234 
(C) The Commission’s assessment  
(274)  The Commission has found no evidence to depart from the decisional practice and 
the Notifying Party’s view. As such, the Commission concludes for the purposes of 
this case that the geographic scope of the sect or classification schemes market is 
global.   
6.2.10.4.  Conclusion  
(275)  For the purposes of this Decision, the Commission considers that  a relevant plausible 
global market exists for sector classification schemes.  
                                                 
231  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 415 – 418. 
232  Form CO on vertical relationship s, paragraph 5.76.  
233  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv 
Business , paragraph 490.  
234  Form CO on vertical relationships, paragraph 5.76.  
 
 
57 6.2.11.  Leveraged l oan m arket intelligence  
6.2.11.1.  Overview and Parties’ activities  
(276)  Market intelligence concerns the supply of information, data, news, tools and 
analytics generally with respect to a particular sector of the economy, e.g. 
automotive market intelligence, which would provide data, news and analytics with 
respect to vehicle production, supply chains and sales.  
(277)  Both IHSM and S&P are active in market intelligence more broadly ( including in 
commodities market intelligence, see Section 7.3.2 ), though only S&P is active in 
market intelligence related to financial markets, concretely debt markets. S&P 
provides leveraged loan market intelligence in the form of its Leveraged 
Commentary and Data (LCD) product. LCD is a subscription -based product 
providing news and research on the leveraged loan market s, including close  to real -
time news on latest developments, details on specific deals (“deal sheet data” incl. 
indicative pricing, credit ratings and arranger identities for a given loan) and 
aggregate market trends.  
6.2.11.2.  Relevant product market  
(A) The Commission precedents  
(278)  The Co mmission previously considered the supply of (primarily financial) market 
intelligence products. In Thomson/ Reuters , the Commission considered that 
individual content sets are not substitutable for one another since they respond to 
different and well defin ed needs of customers, are often traded separately, and can be 
considered on a standalone basis.235 Within individual content sets, News was 
considered a relevant separate market.236  
(279)  The market for Ne ws in LSEG/Refinitiv  was considered a separate product mark et 
and described as financial and business -related news content that provides investors 
with information to make investment decisions.237 News were considered to possibly 
be comprehensive or limited to certain sectors, countries or asset classes. However, 
this further plausible segmentation of the News market was not further considered in 
those previous decisions.  
(B) The Notifying Party’s view  
(280)  The Notifying Party consider s that from a supply -side perspective, barriers to entry 
in debt -related market intelligence  is low and there are a number of companies active 
in this wider space that could quickly enter. However, the Notifying Party 
acknowledges that from a demand side perspective, more general or other 
specialized debt -related market intelligence may not be su bstitutable with leveraged 
loan market intelligence for customers and therefore agrees that the narrower market 
                                                 
235 Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 61.  
236  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraphs 73 and 110.  
237  Commission decision of 13 January 2021 in Case M.9564, London Stock Exchange Group  / Refinitiv 
Business , paragraph 623.  
 
 
58 for leveraged loan market intelligence may be considered a plausible market for the 
purposes of this case.238 
(C) The Commission’s assessment  
(281)  The Comm ission considers based on the answers it received to the market 
investigation, that leveraged loan market intelligence is a plausible separate market 
for the following reasons:  
(282)  First, competitors confirm the Notifying Party’s view  that while leveraged loan  
market intelligence is not isolated and entirely independent from other debt -related 
market intelligence, there is a sufficient distinction compared to other debt -related 
market intelligence to consider it a separate market.239 One competitor summarizes it 
like this: “Loan market intelligence feeds up into the broader debt markets – but 
loan investors are a segment of that who need a deeper dive into the niche driven, 
private world of loans.”240  
(283)  Second, customers are more split, but the majority believes that  broader debt -related 
market intelligence and leveraged loan market intelligence are not 
interchangeable.241 Customers mentioned the following products/providers as 
substitutable: Fitch’s LevFin Insights  and Capital Structure , S&P’s LCD, 
Bloomberg, Debtwire,  Reorg.242 When asked which products or from which 
providers customers purchase leveraged loan market intelligence, several also 
indicate purchasing Refinitiv’s LPC product. This broadly corresponds to the 
competitors submitted by the Notifying Party as comp eting within leveraged loan 
market intelligence with S&P.   
(284)  Third, the Commission notes that respondents to the market investigation rate the 
above mentioned providers as broadly similar  in terms of their competitive 
strength .243 
6.2.11.3.  Relevant geographical market  
(A) The Commission precedents  
(285)  The Commission’s previous decisions considered market intelligence/news markets 
to be at least EEA -wide and probably global244, or in a later decision global or at 
least EEA -wide.245 
                                                 
238  Form CO, Chapter on Vertical Relationships, paragraph 5.16.  
239  Replies to questions 17 and 27.1 of Questionnaire 6.  
240  Reply to question 27.1 of Questionnaire 6.  
241  Replies to question 26 of Questionnaire 7.  
242  Replies  to question 26.1 of Questionnaire 7.  
243  Replies to question 29 of Questionnaire 7.  
244  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group,  
paragraph 106.  
245  Commission decision of 13 January 2021 in Case M.9564 London Stock Exchange Group  / Refinitiv 
Business , paragraph 637.  
 
 
59 (B) The Notifying Party’s view  
(286)  The Notifying Party con siders the market for leveraged loan market intelligence to 
be global. The physical location of customers and providers is not important in terms 
of the decisions to whom providers of leveraged loan market intelligence offer their 
products and from whom cu stomers buy.246 
(C) The Commission’s assessment  
(287)  The Commission considers based on the answers it received to the market 
investigation, that the leveraged loan market intelligence market is global for 
following reasons:  
(288)  First, the majority of providers offer their products worldwide and state that their 
competitors are active on a global level too.247 While not all competitors set prices 
for their products at global level, the Commission does not consider this a sufficient 
element that would put into doubt the o verall conclusion on the geographic level of 
this market.  
(289)  Second,  the large majority of customers purchases leveraged loan market 
intelligence by comparing offers at global level and states that the same suppliers are 
active on a worldwide level.248 
(290)  Third, e ven though some providers may offer their products in separate packages 
targeting specific geographic areas (e.g. “EMEA”, “Asia”), this does not mean that 
only customers located in those specific areas are interested or buying those 
products. It would seem  that this is a way of categorizing the product and enabling 
customers to assemble a product specific for their needs.  
6.2.11.4.  Conclusion  
(291)  For the purposes of this Decision, the Commission co nsiders  that there is  a separate 
relevant market for leveraged loan market  intelligence and that this market is 
worldwide in scope.  
6.2.12.  Stock selection and strategy services  
6.2.12.1.  Overview and Parties’ activit ies 
(292)  Stock selection and strategy services provide investment strategies, screens and 
signals, to assist in designing investment str ategies and stock selections for 
investment managers, banks and others. These services are based on corporate, asset 
and industry -specific information and both Parties are active in this market. S&P is 
active with its product Alpha Factor Library and IHSM with its product Research 
Signals.  
                                                 
246  Notifying Party’s response to RFI 24, Annex 3a, paragraph 5.17.  
247  Replies to question 28 of Questionnaire 6.  
248  Replies to question 27 of Questionnaire 7.  
 
 
60 6.2.12.2.  Relevant product market  
(A) The Commission precedents  
(293)  The Commission has not considered the relevant product market for stock selection 
and strategy services in any previous decision.  
(B) The Notifying Party’s view  
(294)  The Parties considers that for present purposes a market for the supply of stock 
selection and strategy services could be considered as a distinct product market.249 
However, the Notifying Party also considers that from a supply -side perspective, the 
barriers to entry a re likely to be relatively low such that providers of financial market 
intelligence (who will already have access to the necessary inputs to provide stock 
selection and strategy services, such as corporate, asset and industry -specific 
information) would be  able to commence the supply of stock selection and strategy 
services quickly and easily. Similarly, from a demand -side perspective, there is 
likely to be a degree of substitutability with adjacent financial market intelligence, 
since customers can use suc h intelligence to construct their own stock selection and 
strategies.  
(C) The Commission’s assessment  
(295)  The market investigation provided no evidence putting into question  the Notifying 
Party’s view. However, t he Commission does not need to conclude on the defi nition 
for the purposes of this case as no concerns arise regardless of the precise market 
definition.  
6.2.12.3.  Relevant geographical market  
(A) The Commission precedents  
(296)  The Commission has not considered the relevant geographic market for stock 
selection and strategy services in any previous decision.  
(B) The Notifying Party’s view  
(297)  The Parties consider the market for the supply of selection stock and strategy 
services to be global in scope.250 
(C) The Commission’s assessment  
(298)  The market investigation has not presented any evidenc e putting into question  the 
Notifying Party’s view. However, the geographic scope can be left open as no 
competition concerns arise in any case.  
                                                 
249  Notifying Party’s response to RF I 24, Annex 3a; Form CO, Chapter on Vertical Relationships, paragraph 
5.75. 
250  Notifying Party’s response to RFI 24, Annex 3a; Form CO, Chapter on Vertical Relationships, paragraph 
5.75. 
 
 
61 6.2.12.4.  Conclusion  
(299)  For the purposes of this Decision, the Commission considers that  a relevant plausible 
global market exists for stock selection and strategy services.  
6.2.13.  Issuer solutions  
6.2.13.1.  Overview and Parties’ activities  
(300)  IHSM's Issuer Solutions product, BD Corporate, is a customer relationship 
management (CRM) or investor relationships platform that helps customers prospect 
for new investors, prepare for roadshows, track current investors and their holdings, 
manage investor relations and report on the success of investor outreach efforts. BD 
Corporate i s a multi -asset class platform.  
6.2.13.2.  Relevant product market  
(A) The Commission pre cedents  
(301)  The Commission has not considered  the relevant product market for issuer solutions  
in any previous decision.  
(B) The Notifying Party’s view  
(302)  In the Parties’ view, the relevant product market for issuer solutions is the supply of 
CRM investor relationsh ip platforms to issuers.251 
(C) The Commission’s assessment  
(303)  The market investigation provided no evidence putting into question  the Notifying 
Party’s view. However, t he Commission does not need to conclude on the definition 
for the purposes of this case as no concerns arise regardless of the precise market 
definition.  
6.2.13.3.  Relevant geographical market  
(A) The Commission precedents  
(304)  The Commission has not considered  the relevant geographic market for issuer 
solutions  in any previous decision.  
(B) The Notifying Party’s view  
(305)  The Parties consider the geographic market for the supply of issuer solutions to be 
global , as most providers are active globally and many customers use such platforms 
to manage global relationships .252 
                                                 
251  Form CO on vertical relationships, paragraph 3.107.  
252  Form CO on Vertical Relationships, paragraph 3.108.  
 
 
62 (C) The Commission’s assessment  
(306)  The Commission has found no  evidence putting into question  the Notifying Party’s 
view. However, t he Commission does not need to conclude on the definition for the 
purposes of this case as no concerns arise regardless of the precise market definition.  
6.2.13.4.  Conclusion  
(307)  For the purposes of t his Decision, the Commission considers that  a relevant plausible 
global market exists for the supply of CRM investor relationship platforms to 
issuers.  
6.2.14.  Investor event management solutions  
6.2.14.1.  Overview and Parties’ activities  
(308)  IHSM's Investor event management product, Iplanner, helps sell -side institutions 
manage roadshows and coordinate connectivity between corporates, industry experts 
and investors,.  
6.2.14.2.  Relevant product market  
(A) The Commission’s previous decisions  
(309)  The Commission has not considered the relevant pro duct market for investor event 
management solutions in any previous decision.  
(B) The Notifying Party’s view  
(310)  In the Parties’ view, the relevant product market is platforms and software designed 
to facilitate communication and connections in the marketplace be tween issuers, 
experts, and investors. IHSM's key competitors in this market include Cvent, 
Aventri, Dealogic, and MeetMax. However, it is not necessary to conclude on the 
precise product market definition, as irrespective of how the market is defined ther e 
are no competition concerns.253 
(C) The Commission’s assessment  
(311)  The market investigation provided no evidence that the Commission should depart 
from the Notifying Party’s view. The Commission does not need to conclude on the 
definition for the purposes of this  case as no concerns arise regardless of the precise 
market definition.  
6.2.14.3.  Relevant geographical market  
(A) The Commission’s previous decisions  
(312)  The Commission has not considered the relevant geographic market for investor 
event management solutions  in any previous decision.  
                                                 
253  Notifying Party’s response to RFI 38, paragraph 3.3.  
 
 
63 (B) The Notifying Party’s view  
(313)  The Parties consider the geographic market for the supply of investor event 
management solutions to be global, as most providers are active globally and many 
customers use such solutions on a global ba sis.254 
(C) The Commission’s assessment  
(314)  The Commission has found no evidence to depart from the Notifying Party’s view. 
The Commission does not need to conclude on the definition for the purposes of this 
case as no concerns arise regardless of the precise market  definition.  
6.2.14.4.  Conclusion  
(315)  For the purposes of this Decision, the Commission considers that the relevant 
plausible market is the global market for investor event management solutions . 
6.2.15.  Issuance platforms  
6.2.15.1.  Overview and Parties’ activities  
(316)  An issuance platform is  a workflow tool used primarily by investment banks and 
investors in the issuance process of different assets, covering the stages of book -
building and price discovery, when investors express their interest, through 
document management, to the actual issua nce. Specifically, a municipal bond 
platform is a workflow tool specifically for US municipal bond issue, catering 
largely to US investors and underwriters; a fixed income book -building platform 
includes workflow tools that are used in the issuance of corp orate (as opposed to 
municipal) fixed income assets, and an equity book -building platform includes 
workflow tools that are used in connection with the issuance of equities through 
IPOs.  
(317)   IHSM provides a municipal bond issuance platform, a corporate bond is suance 
platform and an equity issuance platform.255 S&P is not active in issuance of 
workflow solutions.  
6.2.15.2.  Relevant product market  
(A) The Commission precedents  
(318)  The Commission has not considered the relevant product market for issuance 
platforms in any previous d ecision.  
(B) The Notifying Party’s view  
(319)  The Notifying Party submits that there are separate product markets for issuance 
platforms for each of (i) corporate fixed income; (ii) municipal bonds; (iii) equities 
and (iv) syndicated loans. In particular, IHSM comp etes with a different competitor 
                                                 
254  Notifying Party’s response to RFI 38, paragraph 3.4.  
255  Paragraph 10.4 (C) of the response to RFI 12 received on 18 June 2021  
 
 
64 set within each of these asset classes, and the issuance platforms each have different 
use cases and customers based on the asset class that they cater for.256  
(C) The Commission’s assessment  
(320)  Based on the evidence available to i t, the Commission considers issuance platforms 
to be a product market separate from other platforms and financial workflow 
solutions. Customers purchase issuance platforms separately from other 
products/services, and most suppliers in this market are not a ctive elsewhere.257 
There appears to be some self -supply by a few of the larger investment banks, but it 
does not appear to be a substitute to third -party issuance platforms for customers 
already using the latter.  
(321)  Customers indicate that they purchase issua nce platforms separately for different 
asset classes, such as equities, corporate bonds and municipal bonds, as there is 
differentiation due to the specificities of the asset class and there are different teams 
at the customer entity dealing with different  asset classes.258 Indeed, apart from 
IHSM, other suppliers each compete in only one asset class. Further, there is some 
evidence that customers purchase parts of IHSM’s issuance platforms selectively,259 
and not always as a package. Nevertheless, the Commission considers that the 
question of further segmentation of issuance platforms (by asset class and/or by 
different parts of the platform) can be left open for the purposes of this case, as no 
competitio n concerns arise regardless of further segmentation.  
6.2.15.3.   Relevant geographical market  
(A) The Commission precedents  
(322)  The Commission has not considered the relevant geographic market for issuance 
platforms in any previous decision.  
(B) The Notifying Party’s view  
(323)  The Notifying Party submits that the geographic market definition is global for the 
issuance platforms in each asset class, with the exception of the market for municipal 
bond issuance platforms, which is US -wide as municipal bond issuance platforms 
are us ed exclusively in connection with the issuance of US municipal bonds. 
Otherwise, in corporate fixed income, equities and syndicated loans, these platforms 
are used for global issuances and customers are generally financial institutions that 
are active on a  global scale.260  
                                                 
256  Notifying Party’s response to RFI 30, paragraph 10.1.  
257  Replies to question 17 of Questionnaire 9.  
258  Replies to question 17 of Questionnaire 9.  
259  Replies to question 18 of Questionnaire 9.  
260  Notifying Party’s response to RFI 30, paragraph 10.2.  
 
 
65 (C) The Commission’s assessment  
(324)  The Commission has found no evidence putting into question  the Notifying Party’s 
view. Indeed, customers confirmed that the market is global;261 they compare offers 
at the world -wide level and suppliers are active  at the world -wide level.  
6.2.15.4.  Conclusion  
(325)  For the purposes of this Decision, the Commission considers that  a relevant plausible 
global market exists for issuance platforms, potentially segmented further by asset 
class and/or by different functional parts of th e platform.  
6.2.16.  Loan administration solutions  
6.2.16.1.  Overview and Parties’ activities  
(326)  IHSM’s Wall Street Office product (“WSO”) is one of a number of loan 
administration workflow tools available to managers of loan portfolios that are 
designed to reduce the burden of  the manual processes that arise in respect of loan 
portfolio administration, and which are otherwise managed through the use of excel, 
databases, and in -house applications. Specifically, WSO provides a workflow tool 
for asset management, reporting, and CL O compliance throughout the loan lifecycle 
i.e. middle - and back - office operations (as opposed to any deal origination and 
syndication which may be conducted by the front office). Customers of WSO 
therefore include asset managers, agents and trustees, usi ng the product to manage 
and report on their complex loan portfolios.262 Participants can choose either to fulfil 
these solutions in -house or to outsource the provision of services to a third party. 
S&P is not active in loan administration solutions.  
6.2.16.2.  Releva nt product market  
(A) The Commission’s previous decisions  
(327)  The Commission has not considered the relevant product market for loan 
administration solutions in any previous decision.  
(B) The Notifying Party’s view  
(328)  The Notifying Party submits that the appropriate fra me of reference is loan 
administration solutions, comprising both software and services providers as well as 
self-supply, across all loan asset classes.263  
(329)  Regarding the potential segmentation between software and services, the Notifying 
Party notes that wh en customers choose to outsource the provision of loan 
administration solutions, there are two options available, depending on how much of 
their back - and middle -office administration they would like to keep in -house: (i) 
Some customers purchase software o nly (e.g. WSO Software), and provide their own 
services; and (ii) Some customers purchase combined software and services from a 
single provider (e.g. WSO Services). Where these customers choose WSO Services 
                                                 
261  Replies to question 20 of Quest ionnaire 9.  
262  Paragraph 3.69 ff of Annex 3a to the response to RFI 24 received on 10 September 2021.  
263  Paragraph 3.69 ff of Annex 3a to the response to RFI 24 received on 10 September 2021 . 
 
 
66 to provide this solution, they will also receive the WSO software module. WSO 
Software customers make up approximately […] of all WSO customers and […] of 
WSO revenues; WSO Services customers (which, as noted above would also have 
WSO software as part of their solution) make up approximately […] of all W SO 
customers and […] of WSO revenues. Customers are increasingly […]. WSO 
Services faces competition from competing services providers, including (for the 
service element) those which may use WSO software. Similarly, its standalone 
software is constrained both by competing software providers and by other providers 
of a combined software and services solution. From a supply side perspective it is 
relatively easy for providers of loan administration software to expand into offering 
loan administration service s, which essentially consists of the provision of people (in 
particular as in both cases the necessary data is procured and licensed by the client).  
(330)  Regarding the inclusion of self -supply in the market, the Notifying Party explains 
that self -supply of loa n administration services exercises a significant constraint on 
its provision of both WSO Software and Services. A number of significant market 
participants self -supply loan administration solutions and many of the largest 
customers which currently choose to outsource loan administration services could 
similarly decide to take these services back in -house (whether using an in -house 
software solution, a third party software solution or Excel).  
(331)  Lastly, regarding possible segmentation by loan asset type, the N otifying Party adds 
that WSO and its competitors provide administration services for different types of 
loans, in particular private debt and liquid loans: (i) A loan is considered to be liquid 
when it is often traded and priced broadly by the market parti cipants. A liquid loan is 
likely to have many lenders. (ii) A loan is considered to be private debt when it is 
agreed between two or very few parties/lenders, which results in illiquidity, lack of 
trading, and lack of pricing. Due to the nature of private debt, information about loan 
sizes, participants and offerings is less readily available. However, the Notifying 
Party submits that there is not a clear distinction between liquid and private loans; a 
loan could be issued between a few parties (rendering i t private debt) but could 
subsequently gain liquidity if additional lenders are invited to participate. WSO and 
its main competitors are active across both private debt and liquid loans. Only minor 
alterations are required to software originally purposed f or liquid loans to also serve 
private loans and there are no significant differences in competitive positions of 
providers as between private debt and liquid loans.  
(C) The Commission’s assessment  
(332)  Based on the evidence available to it, for the purposes of the present case, the 
Commission considers loan administration solutions to be a product market separate 
from other financial solutions. While one supplier considers loan administration 
solutions to be part of a wider “credits/alternatives” market, most consid er them to 
be separate from other products. One competitor explains “ loan software/services for 
the bank debt market are marketed  as a distinct set of solutions separate from other 
products/service s” (emphasis added).  
(333)  Regarding segmentation between softwa re and services, another supplier 
summarizes “ There are supplier[s] that offer both software and offer services. There 
are also some that only offer software and some only services. Customers can 
 
 
67 choose to buy software from several suppliers and services f rom several as well or 
can buy both from one .”264 Several other competitors state that traded loan software 
and traded loan services are two separate markets, “ though they are very much 
integrated and serve a common purpose ”. Regarding self -supply, there is indication 
that some customers can outsource, for instance, software while continuing to self -
supply services. Nevertheless, the Commission considers that the question of further 
segmentation (by software vs services or by loan asset type) and the inclusio n or 
exclusion of self -supply can be left open for the purposes of this case, as no 
competition concerns arise regardless of further segmentation.  
6.2.16.3.  Relevant geographical market  
(A) The Commission’s previous decisions  
(334)  The Commission has not considered the releva nt geographic market for loan 
administration solutions in any previous decision.  
(B) The Notifying Party’s view  
(335)  The Notifying Party submits that the appropriate geographic market is global, since 
most providers are active globally and many customers use loan administration 
solutions to manage their loans globally.265  
(C) The Commission’s assessment  
(336)  The Commission has found no evidence putting into question the Notifying Party’s 
view. Indeed, competitors confirmed that the market is global;266 they set prices at 
the world -wide level and suppliers are active at the world -wide level.  
6.2.16.4.  Conclusion  
(337)  For the purposes of this Decision, the Commission considers that a relevant plausible 
global market exists for loan administration services.  
6.2.17.  Digital desi gn for financial services  
6.2.17.1.  Overview and Parties’ activities  
(338)  IHSM's Markit Digital is a Software as a Service (SaaS) that offers solutions for the 
financial services industry to aggregate, normalise, enhance and display financial 
information via web services , websites and native mobile apps. These solutions fall 
into three categories: custom web/mobile development and hosting, UX (user 
experience)/UI (user interface) design, and digital advertising. Markit Digital 
provides these solutions in a way that can be  easily integrated into clients’ existing 
offerings.  
                                                 
264  Replies to email “Request for information on Traded loan softwa re/services” of 3 September 2021.  
265  Notifying Party’s response to RFI 30, paragraph 10.2.  
266  Replies to email “Request for information on Traded loan software/services” of 3 September 2021.  
 
 
68 6.2.17.2.  Relevant product market  
(A) The Commission precedents  
(339)  The Commission has not previously considered the relevant market for digital design 
for financial services.  
(B) The Notifying Party’s view  
(340)  The Notifying Par ty considers the product market to be the market for custom 
web/mobile development and hosting services given in particular the lack of 
demand -side substitutability with other products / services.267 
(C) The Commission’s assessment  
(341)  The market investigation provi ded no evidence putting into question  the Notifying 
Party’s view regarding the further segmentation of digital design for financial 
services. However, the Commission does not need to conclude on the definition for 
the purposes of this case as no concerns a rise regardless of the precise market 
definition.  
6.2.17.3.  Relevant geographical market  
(A) The Commission precedents  
(342)  The Commission has not previously considered the relevant market for digital design 
for financial services.  
(B) The Notifying Party’s view  
(343)  The Notifying P arty considers the geographic market for digital design for financial 
services as global, on the basis that IHSM and its competitors offers these services to 
global customers without any differences based on their region, and IHSM's 
customers are active on  global basis such that their demand is not driven by their 
own location or that of suppliers.268  
(C) The Commission’s assessment  
(344)  The market investigation provided no evidence putting into question  the Notifying 
Party’s view regarding the geographic scope  of di gital design for financial services. 
However, the Commission does not need to conclude on the definition for the 
purposes of this case as no concerns arise regardless of the precise market definition.  
6.2.17.4.  Conclusion  
(345)  For the purposes of this Decision, the Comm ission considers that a relevant plausible 
global market exists for digital design for financial services.  
                                                 
267  Notifying Party’s reply to RFI 24, Annex 3a, paragraph 5.92.  
268  Notifying Party’s reply to RFI 24, Annex 3a, paragraph 5.92.  
 
 
69 6.2.18.  Equities and regulatory reporting  (Dividend forecasting  services ) 
6.2.18.1.  Overview and Parties’ activities  
(346)  IHSM’s dividend forecasting service provides independent estimates of the amount 
and timing of dividend payments, allowing customers to better understand how 
companies are performing and what their projected dividends are. Dividend 
estimates for global sec urities are based on equity research, market announcements 
and unique quantitative insight, covering over 28,000 stocks . In addition to this 
research -based methodology, IHSM also applies advanced analytics and predictive 
modelling to predict company divide nds. 
6.2.18.2.  Relevant product market  
(A) The Commission precedents  
(347)  The Commission has not  considered the relevant product market for equities and 
regulatory reporting (or dividend forecasting services specifically) in any previous 
decision.  
(B) The Notifying Party’s view  
(348)  The Notifying Party considers the relevant product market to be the  market for 
dividend forecasting services given in particular the lack of obvious demand -side 
substitutability with other products / serv ices.269 
(C) The Commission’s assessment  
(349)  The market investigation provided no evidence putting into question  the Notifying 
Party’s view. In any case, the Commission does not need to conclude on the 
definition for the purposes of this case as no concerns arise regardless of the precise 
market defi nition.  
6.2.18.3.  Relevant geographic market  
(A) The Commission precedents  
(350)  The Commission has not considered the relevant geographic market for equities and 
regulatory reporting (or dividend forecasting services  specifically ) in any previous 
decision.  
(B) The Notifying Par ty’s view  
(351)  The Notifying Party  considers the geographic scope of the market for dividend 
forecasting to be global, since IHSM provides forecasts for stocks on a global basis, 
suppliers more generally do not need to be physically situated in a particular loc ation 
in order to provide these forecasting services .270 Moreover,  customer demand is 
driven by quality of service rather than customer or supplier location.  
                                                 
269 Notifying Party’s reply to RFI 24, Annex 3a; Form CO, Chapter on Vertical Relationships, paragraph 5.88.  
270 Notifying Party’s reply to RFI 24, Annex 3a; Form CO, Chapter on Vertical Relationsh ips, paragraph 5.88.  
 
 
70 (C) The Commission’s assessment  
(352)  The market investigation has not presented any evidence putting into que stion the 
Notifying Party’s view. However, the geographic scope can be left open as no 
competition concerns arise in any case.  
6.2.18.4.  Conclusion  
(353)  For the purposes of this Decision, the Commission considers that a relevant plausible 
global market exists for equitie s and regulatory reporting.  
6.2.19.  Investor and administration services  
6.2.19.1.  Overview and Parties’ activities  
(354)  IHSM’s Investor and Administration services product, Profile Builder, is a tool for 
producing buy side investor profiles. Profile Builder provides insight into investors 
by incorporating global ownership data, contacts and biographical content from 
IHSM's BD (formerly Big Dough) database.  
6.2.19.2.  Relevant product market  
(A) The Commission precedents  
(355)  The Commission has not previously considered the relevant product marke t for 
investor and administration services in any previous decision.  
(B) The Notifying Party’s view  
(356)  The Parties submit that the relevant product market for investor and administration 
services is the supply of tools for producing buy -side investor profiles. S egmentation 
by asset class would not be appropriate from a supply -side perspective, as both 
IHSM and its competitors provide such tools for both fixed income and equity 
investors (although demand -side substitutability may be more limited). However, it 
is not necessary to conclude on the precise product market definition, as irrespective 
of how the market is defined there is no risk of foreclosure for the reasons set out 
below.271 
(C) The Commission’s assessment  
(357)  The market investigation provided no evidence puttin g into question the Notifying 
Party’s view. In any case the Commission does not need to conclude on the 
definition for the purposes of this case as no concerns arise regardless of the precise 
market definition.  
                                                 
271  Notifying Party’s reply to RFI 24, Annex 3a; Form CO, Chapter on Vertical Relationships, paragraph 
3.110.  
 
 
71 6.2.19.3.  Relevant geographical market  
(A) The Commission p recedents  
(358)  The Commission has not specifically considered the relevant geographic market for 
investor and administration services in any previous decision.  
(B) The Notifying Party’s view  
(359)  The Parties consider that relevant geographic market for the supply of in vestor and 
administration services is global as most providers are active globally and investor 
and administration services utilise global data. 272 
(C) The Commission’s assessment  
(360)  The market investigation has not presented any evidence putting into question the 
Notifying Party’s view. However, the geographic scope can be left open as no 
competition concerns arise in any case.  
6.2.19.4.  Conclusion  
(361)  For the purposes of this Decision, the Commission considers that  the relevant market 
is the supply of investor and administrati on services, which is global in scope.  
6.2.20.  Institutional holdings/investor data  
6.2.20.1.  Overview and Parties’ activities  
(362)  IHSM's institutional holdings product, BD Advanced, provides sell -side customers 
with data and tools for prospecting and targeting buy -side institu tions. BD Advanced 
incorporates cross -asset class data on potential clients' investment focusses, asset 
allocation and cross asset class holdings.  
6.2.20.2.  Relevant product market  
(A) The Commission precedents  
(363)  In Thomson/Reuters , the Commission considered that individual content sets are not 
substitutable for one another since they respond to different and well defined needs 
of customers and are often traded separately, and can be considered on a standalone 
basis.273 
(364)  The Commission has not specifically  considered the relevant product market for 
institutional holdings/investor data  in any previous decision.  
(B) The Notifying Party’s view  
(365)  The Parties submit that the relevant product market for institutional holdings / 
investor data is the supply of data for prospecting and targeting buy -side institutions. 
                                                 
272  Notifying Party’s reply to RFI 24, Annex 3a; Form CO, Chapter on Vertical Relationships, paragraph 
3.111.  
273 Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 61.  
 
 
72 The market should not be segmented by asset class as BD Advanced is designed as a 
cross -asset solution covering equity, fixed income, derivatives and corporate issuer 
data, and competitor offerings are simil arly asset -agnostic. However, it is not 
necessary to conclude on the precise product market definition, as irrespective of 
how the market is defined there is no risk of foreclosure for the reasons set out 
below.274 
(C) The Commission’s assessment  
(366)  The market inve stigation provided no evidence that the Commission should depart 
from the decisional practice regarding content sets , or putting into question  the 
Notifying Party’s view. In any case the Commission does not need to conclude on 
the definition for the purpos es of this case as no concerns arise regardless of the 
precise market definition.  
6.2.20.3.  Relevant geographical market  
(A) The Commission precedents  
(367)  In Thomson/Reuters275, the Commission considered the geographic scope of content 
sets to be at least EEA -wide and probabl y global.  
(368)  The Commission has not specifically considered the relevant geographic market for 
institutional holdings/investor data  in any previous decision.  
(B) The Notifying Party’s view  
(369)  The Parties consider that relevant geographic market for the supply of institutional 
holdings/investor data  is global as most providers are active globally. 276 
(C) The Commission’s assessment  
(370)  The market investigation has not presented any evidence to depart from the 
decisional practice regarding content sets , or putting into questio n the Notifying 
Party’s view. However, the question of whether the  scope is EEA -wide or global  can 
be left open as no competition concerns arise in either  case.  
6.2.20.4.  Conclusion  
(371)  For the purposes of this Decision, the Commission considers that  the relevant market  
is the supply of institutional holdings/investor data, which is at least EEA -wide in 
scope.  
                                                 
274  Notifying Party’s reply to RFI 24, Annex 3a; Form CO, Chapter on Vertical Relationships, paragraph 
3.114.  
275  Commission decision of 19 February 2 008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 106.  
276  Notifying Party’s reply to RFI 24, Annex 3a; Form CO, Chapter on Vertical Relationships, paragraph 
3.115.  
 
 
73 6.2.21.  Managed corporate actions data  
6.2.21.1.  Overview and Parties’ activities  
(372)  Corporate actions are events that affect the securities of a given company, such as 
dividends, stoc k splits, M&A, disposals or spin -offs. IHSM is active in the supply of 
managed corporate actions data, which S&P uses as an input into its equity indices. 
S&P also provides CUSIPs as a (peripheral) input to managed corporate actions 
data.  
6.2.21.2.  Relevant product market  
(A) The Commission precedents  
(373)  In Thomson/Reuters , the Commission considered that individual content sets are not 
substitutable for one another since they respond to different and well defined needs 
of customers and are often traded separately, and can be considered on a standalone 
basis.277 
(374)  The Commission has not specifically considered the relevant product market for 
managed corporate actions data in any previous decision.  
(B) The Notifying Party’s view  
(375)  The Parties consider that a market comprising the supply of managed corporate 
actions data alone is relevant even though from a supply -side perspective, many 
suppliers of other types of financial market intelligence (e.g. pricing and reference 
data, compan y fundamentals data) are in principle capable of supplying managed 
corporate actions data.278 
(C) The Commission’s assessment  
(376)  The market investigation provided no evidence that the Commission should depart 
from the decisional practice regarding individual conten t sets generally being 
separate markets; as such, considering the specific nature of the data in question and 
the limited demand -side substitutability, and in line with the Notifying Party’s view, 
the Commission considers that managed corporate actions dat a is a plausible product 
market. The Commission does not need to conclude on the definition for the 
purposes of this case as no concerns arise regardless of the precise market definition.  
6.2.21.3.  Relevant geographical market  
(A) The Commission precedents  
(377)  In Thomson/Re uters279, the Commission considered the geographic scope of content 
sets to be at least EEA -wide and probably global.  
                                                 
277 Commission decision of 19 February 2008 in Case M.4726, Thomson Corporati on / Reuters Group , 
paragraph 61.  
278  Form CO, Chapter on Vertical Relationships, paragraph 4.52.  
279  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 106.  
 
 
74 (378)  The Commission has not specifically considered the relevant geographic market for 
managed corporate actions data in any previous decision.  
(B) The Notifying Party’s view  
(379)  The Parties consider that the supply of managed corporate actions data takes place 
on a global basis.280 
(C) The Commission’s assessment  
(380)  The market investigation has not presented any evidence to depart from the 
decisional practice reg arding content sets or putting into question the Notifying 
Party’s view. However, the question of whether the markets are EEA -wide or global 
in scope can be left open as no competition concerns arise in either case.  
6.2.21.4.  Conclusion  
(381)  For the purposes of this Deci sion, the Commission considers that  the relevant market 
is managed corporate actions data, which is at least EEA -wide in scope.  
6.2.22.  Global securities financing data  
6.2.22.1.  Overview and Parties’ activities  
(382)  IHSM supplies global securities financing data, which comprise s data tracking short -
selling of securities and institutional fund activity. These data, which cover global 
securities in the lending programmes of institutional funds and details on securities 
transactions, help customers manage securities lending program mes, manage 
collateral, optimise trading performance and enhance investment decision making. 
IHSM uses equity indices as an input into this dataset  
6.2.22.2.  Relevant product market  
(A) The Commission precedents  
(383)  In Thomson/Reuters , the Commission considered that indivi dual content sets are not 
substitutable for one another since they respond to different and well defined needs 
of customers and are often traded separately, and can be considered on a standalone 
basis.281 
(384)  The Commission has not specifically considered the relevant product market for 
global securities financing data in any previous decision.  
(B) The Notifying Party’s view  
(385)  The Parties consider a market for the supply of global securities financing data to be 
a plausible market given the limited supply -side and demand -side substitutability.282 
From a demand -side perspective, customers are unlikely to consider that other forms 
                                                 
280  Form CO, Chapter on Vertical Relationships, p aragraph 4.53.  
281 Commission decision of 19 February 2008 in Case M.4726, Thomson Corporation / Reuters Group , 
paragraph 61.  
282  Form CO, Chapter on Vertical Relationships, paragraph 4.69.  
 
 
75 of dataset are substitutable with global securities financing data, which fulfils a 
specif ic purpose and has specific requirements and inputs such as data relating to 
lending programmes and specific securities -related transactions. Similarly, from a 
supply -side perspective, while the input data required to construct a global securities 
financin g dataset may be relatively accessible (IHSM, for example, sources the 
necessary data directly from industry practitioners such as brokers, custodians, asset 
managers and funds), the competitor set is specific to this particular activity, 
suggesting a lack  of obvious supply -side substitutability with other activities.  
(C) The Commission’s assessment  
(386)  Based on the evidence available to it, the Commission considers global securities 
financing data to be a separate product market. Responding competitors283 confirmed 
the Notifying Party’s view, explaining that global securities financing data can be 
provided in conjunction with or separately from other offerings, while adding that 
there is some differentiation among the various products. The question of whether 
this gi ves rise to further segmentations of global securities financing data can be left 
open for the purposes of this case as no competition concerns arise regardless of the 
precise market definition.  
6.2.22.3.  Relevant geographical market  
(A) The Commission precedents  
(387)  In Thomson/Reuters284, the Commission considered the geographic scope of content 
sets to be at least EEA -wide and probably global.  
(388)  The Commission has not specifically considered the relevant geographic market for 
global securities financing data in any previous d ecision.  
(B) The Notifying Party’s view  
(389)  The Parties consider that the supply of global securities financing data takes place on 
a global basis.285 
(C) The Commission’s assessment  
(390)  The market investigation has not presented any evidence to depart from the 
decisional practice regarding content sets or putting into question the Notifying 
Party’s view. However, the question of whether the markets are EEA -wide or global 
in scope can be left open as no competition concerns arise in either case.  
6.2.22.4.  Conclusion  
(391)  For the purposes of this Decision, the Commission considers that  the relevant market 
is global securities financing data, which is at least EEA -wide in scope.  
                                                 
283  Replies to email “Request for information on global securities fin ancing data” sent on 3rd September 2021.  
284  Commission decision of 19 February 2008 in Case M.4726, Thomson/Reuters, paragraph 106.  
285  Form CO, Chapter on Vertical Relationships, paragraph 4.70.  
 
 
76 6.2.23.  Portfolio valuation tools  
(392)  IHSM supplies portfolio valuation tools, which comprise post -trade valuations of a 
range  of OTC derivatives and other financial products such as cash securities. These 
valuations are used by a range of customers, such as auditors, banks, corporates, 
fund administrators and custodians and fund managers to provide fair values for a 
range of liq uid and illiquid securities.  
6.2.23.1.  Relevant product market  
(A) The Commission precedents  
(393)  The Commission has not considered the relevant product market for portfolio 
valuation tools in any previous decision.  
(B) The Notifying Party’s view  
(394)  The Parties consider that a mar ket for the supply of portfolio valuations overall may 
be appropriate given the lack of substitutability between portfolio valuation and 
other valuation services. Moreover, the Parties do not consider a sub -segmentation 
of the portfolio valuation market to  be relevant since customers will typically hold a 
range of different products and will therefore require a range of valuations across 
product types; and, from a supply -side perspective, all major suppliers of portfolio 
valuations will typically offer mult i-product valuations.286 
(C) The Commission’s assessment  
(395)  Based on the market investigation and the evidence available to it, the Commission 
considers that portfolio valuation tools are a separate market. Competitors confirm 
that they sell such tools both separat ely and in conjunction with other products.287 
The fact that there are commercial offers of both types of products from the same 
data vendor confirms that many end -customers prefer to purchase portfolio valuation 
tools on a standalone basis. There is evidenc e for a potential further segmentation by 
asset class, or the coverage of public assets vs private assets , as competitors confirm 
that such distinctions are important for customers when purchasing portfolio 
valuation tools.288 However, the question of further segmentation can be left open as 
no competition concerns arise regardless of the precise market definition.  
6.2.23.2.  Relevant geographical market  
(A) The Commission precedents  
(396)  The Commission has not considered the relevant geographic market for portfolio 
valuation tools in any previous decision.  
                                                 
286  Notifying Party’s response to RFI 24, Annex 3a, paragraph 4.75. 
287  Replies to question 18 of Questionnaire 8.  
288  Replies to question 16 of Questionnaire 8.  
 
 
77 (B) The Notifying Party’s view  
(397)  In the Parties’ view, the market of portfolio valuation is global in scope.289 
(C) The Commission’s assessment  
(398)  The Commission has found no evidence putting into question the Notifying Party’s 
view; competitors confirm that portfolio valuation tools are offered, and prices are 
set, on a world -wide basis .290 In any case, t he Commission does not need to conclude 
on the de finition for the purposes of this case as no concerns arise regardless of the 
precise market definition.  
6.2.23.3.  Conclusion  
(399)  For the purposes of this Decision, the Commission considers that  a relevant plausible 
global market exists for the supply of portfolio valua tion tools, potentially further 
segmented by asset class, or the coverage of public assets vs private assets.  
6.3. Competitive assessment  
6.3.1.  Affected markets with respect to f inancial data and infrastructure  products  
(400)  The Transaction leads to the following horizont ally affected markets in the area of 
financial data and infrastructure products:  
a) Loan identifiers  
b) Leveraged loan indices  
c) Equity indices  
d) Natural resources sector equity indices  
e) US Corporate Bond indices  
f) Index calculation and administration services  
(401)  In addit ion, the Transaction leads to vertically affected markets with respect to the 
markets listed in Table 1.  
(402)  The Commission also assesses potential conglomerate effects with respect to the 
combination of (i) the Parties’ indices, (ii) IHSM’s issuance platforms and S&P’s 
desktops, (iii) S&P’s credit  ratings and IHSM’s loan administration solutions, and 
(iv) S&P’s credit ratings and IHSM’s issuance platforms.291  
                                                 
289  Notifying Party’s response to RFI 24, Annex 3a, paragraph 4.76.  
290  Replies to question 22 of Questionnaire 8.  
291  Due to the nature of the products and serv ices in the financial space, many of these markets could be 
considered neighbouring. In light of this, we only discuss those, which were flagged by market 
participants as potentially problematic.  
 
 
78 Table 1: Vertically affected markets in relation to financial data and infrastructure products  
Upstream market(s) (Party active)  Downstream market(s) (Party active)  
Loan identifiers (both)  Leveraged loan market intelligence (S&P)  
Fundamentals data (S&P)  
Loan pricing and reference data (IHSM)  Leveraged loan market intelligence (S&P)   
Leveraged loan indices (both)  
Company credit risk analytics (S&P)  
Credit ratings (S&P)  
CDS pricing data (IHSM ) Company credit risk analytics (S&P)  
Municipal bond pricing and reference data 
(IHSM)  Municipal bond indices (S&P)  
RED Codes (IHSM)  Cross -reference tools (S&P; IHSM 
negligible)  
CUSIP data (S&P)292 Fixed income indices (IHSM; S&P 
negligible)  
CDS indices (IHSM)  
Pricing and reference data (IHSM)  
Equities and regulatory reporting (IHSM)  
Issuer solutions (IHSM)  
Investor administration services (IHSM)  
Institutional holdings/investor data (IHSM; 
S&P negligible)  
Managed corporate actions (IHSM)  
                                                 
292  In addition, a number of IHSM products offer access to CU SIP data using a similar bring your own data 
model. For example, IHSM’s Markit digital is a Software as a Service (SaaS) that offers solutions for the 
financial services industry to aggregate, normalise, enhance and display financial information via web 
services, websites and native mobile apps. Subject to having a CUSIP license, the user can, for example, 
enter a CUSIP to find a specific instrument, and when the solution returns the product in the display, this 
will include the CUSIP and potentially other identifiers. Other IHSM products that use a bring your own 
data model with respect to CUSIPs include: Ipreo (issuance platforms), Iplanner (investor event 
management solutions). These are not discussed further in this Decision.  
 
 
79 Upstream market(s) (Party active)  Downstream market(s) (Party active)  
Credit ratings data (S&P)293 Fixed income indices (both Parties)  
CDS indices (IHSM)  
Pricing and reference data (IHSM)  
Economic data (IHSM)  
Issuer solutions (IHSM)  
Investor administration services (IHSM)  
Institutional holdings/investor data (IHSM)  
Investor event management solutions  
Equity Indices (S&P; IHSM negligible)  Portfolio valuation services(IHSM)  
Global securities financing data (IHSM)  
Economic data (IHSM)  
Fixed income indices (IHSM; S&P 
negligible)  Multi -asset indices (S&P)  
Indices (both)  Desktop services (S&P)  
Non-real time datafeeds (S&P)  
Index calculation / administration (both)  Indices (both)  
Managed corporate actions  (IHSM)  Equity indices (S&P; IHSM negligible)  
Economic data (IHSM)  Credit ratings (S&P)  
Sector classification schemes (S&P)  Economic data (IHSM)  
Stock selection  and strategy services  (both 
Parties)  
                                                 
293  Similarly to credit ratin gs, a number of IHSM products allow users to incorporate credit ratings data into 
such products. For example, Wall Street Office (“WSO”) is IHSM’s loan administration workflow tool for 
managers of loan portfolios, which reduces the burden of the manual pro cesses that arise in respect of loan 
portfolio administration throughout the loan lifecycle. Subject to having a relevant license, WSO users can 
populate the WSO tool with credit ratings of the preferred supplier (“bring your own data” model). Given 
that i t remains the user’s responsibility to choose its data supplier and to obtain the relevant license, the 
Commission does not consider such links as giving rise to vertical relationships. Other IHSM products 
that use a “bring your own data” model with respec t to credit ratings data include Ipreo (issuance 
platforms). These are therefore not discussed further in this Decision.  


 
 
82 (C) The Commission’s assessment  
Market power  
(411)  First, while the Commission has no market share information with respect to the 
plausible global loan identifier market, information provided by the Notifying Party 
regarding the coverage of their identifiers in the global loan market  and the market 
investigation provide d some information  with respect to the Parties’ position in that 
plausible market.   
(412)  The global loan market is characterized by limited transparency and public r eporting, 
given that loan transactions are private . Hence, there is no public data source 
enabling a calculation of market shares. Given IHSM’s market position  in the loan 
pricing and reference data market, and IHSM’s estimate that their loan pricing and 
reference data covers  ca. […] of the global loan market  (consisting of ca. […] loans 
in total297), at least a ranking of loan identifiers can be approximated from the 
coverage data in Table 2 and Table 3. Based on the coverage data, LXIDs are the 
clear market leader in a plausibl e global market for loan identifiers, followed by 
LCD IDs and loan CUSIPs which have more or less the same coverage, but both in 
any case have only around 1/3 of the coverage of LXIDs. ISIN and FIGI coverage is 
slightly  lower than LCD IDs’ and loan CUSIPs’ , followed by LINs.  
(413)  The market investigation confirms this ranking broadly. For example, one 
competitor298 states: “LoanX identifiers are “must have” resources for CLO 
trustees and other customers. (…)” 299 [emphasis added]  
(414)  Another  competitor states: “(…) LXIDs are the market standard for identifiers  
(…).”300 [emphasis added]  A very limited number of respondents to the market 
investigation mention other identifiers, such as Bloomberg IDs, FIGIs, loan CUSIPs , 
LCD IDs  and LINs, and practically  always in th e context of those identifiers 
providing a lower coverage. For example, one customer mentions: “LXIDs are the 
de-facto market standard identifier for loans . It is the type of the identifier that 
other providers are most likely to be able to supply together  with their own data. A 
runner up (at least in the European space) is Bloomberg with their Bloomberg IDs 
(both the proprietary ones but also the FIGIs).” [emphasis added]301  
(415)  As already mentioned in paragraph (119) , the large majority of responding 
customers state that they need to receive loan pricing data with a particular loan 
identifier.302 In the follow -up question, the identifier they require for thi s purpose is 
                                                 
297  Notifying Party’s response to RFI 21, question 30 and RFI 40, question 1. IHSM estimated the […] 
coverage based on the fact that […] of loans managed in its loan administration solutions product (WSO) 
do not have an LXID assigned.  
298  Competitors answering the relevant questions to this section are active in loan identifiers, loan/bond/CDS 
pricing and/or reference data and leveraged loa n market intelligence. Some of those competitors are also 
customers or potential customers in respect of loan identifiers and loan pricing and reference data.  
299  Submission of a competitor dated 12 July 2021, paragraphs 11 and 12.  
300  Reply to question 12.1  of Questionnaire 6.  
301  Reply to question 23.1 of Questionnaire 7.  
302  Replies to question 8 of Questionnaire 7.  
 
 
83 overwhelmingly “LXIDs”.303 A clear majority says the same with respect to loan 
reference data .304 .  
(416)  A competitor confirms this: “[The competitors’ market intelligence product] has 
unique [proprietary identifier of the competitor] to support our internal data 
mapping. We do provide them to clients and they are part of our data sets – but we 
also have to provide market standard ident ifiers (LXIDs, CUSIPs)  to support 
broader market data mapping. We have to meet the market requirement – by 
providing what our clients use – we can’t be competitive by relying upon our own 
identifiers.”  [emphasis added]305 
(417)  Customers answer similarly with resp ect to downstream products in which loan 
identifiers typically feature, such as leveraged loan market intelligence. A majority 
of customers state that it is important for them that leveraged loan market 
intelligence includes LXIDs and CUSIPs.306 
(418)  While the above statements and the coverage figures of the different loan identifiers 
allow no conclusion on exact  market shares, the market investigation results support 
the conclusion that the Transaction effectively combines the number one  and likely 
dominant  provider with the second most important  loan identifier provider. The 
other loan identifiers (FIGIs, LINs, LCD IDs) do not seem to pose any meaningful 
constraints currently and this is unlikely to change quickly given the characteristics 
of the mark et (see further down with respect to network effects, barriers to entry and 
switching).  
Closeness of competition  
(419)  Second, the m erging firms appear  to be close competitors , as evidenced by responses 
with respect to both substitutability  and closeness  of the  two identifiers .307 As set out 
in paragraph (141) , the majority of informative competitor responses say that LXIDs 
and loan CUSIPs are substitutes for  specific use cases or for nearly all use cases.308 
One competitor explains: “they [LXIDs and loan CUSIPs] are substitutes for the 
instruments for which there are CUSIPs. (…)”309 From a demand -side perspective, 
the majority of customers respond that LXIDs and loan CUSIPs are substitutes for 
specific use cases.310 
(420)  To the question “ Would you consider that any other loan identifier offers a good 
alternative to LXIDs? ” more than half of the informative competitors’ responses and 
more than half of the informative cust omers’ responses was “Yes, but no alternative 
as close as loan CUSIPs”.311312 A competitor  states : “The only challengers to LoanX 
                                                 
303  Replies to question 8.1 of Questionnaire 7.  
304  Replies to question 9 of Questionnaire 7.  
305  Reply to question 3.2.1 of Questionnaire 6.  
306  Replies to question 32 of Questionnaire 7.  
307  Horizontal Merger Guidelines, paragraph 28.  
308  Replies to question 21 of Questionnaire 6.  
309  Reply to question 21.1 of Questionnaire 6.  
310  Replies to question 24 of Questionnaire 7.  
311  Replies to question 23 of Q uestionnaire 6.  
312  Replies to question 24.2 of Questionnaire 7.  
 
 
84 identifiers today are CUSIPs, offered by S&P. However, they are currently only 
nascent competitors and not yet a scale rival.”313 
(421)  The Commission notes that while none of the other loan identifiers seems to have a 
coverage that can rival IHSM’s, it is also evident that the standalone loan CUSIPs  of 
S&P have comparatively the highest coverage after LXIDs. The conclusion from 
those answ ers is that LXIDs and loan CUSIPs compete and the Parties’ own 
statistics show that loan CUSIPs are the closest rival to LXIDs  in the global loan 
identifier market , given that coverage seems to be the most important characteristic 
for customers of loan ide ntifiers. LXIDs and loan CUSIPs are clearly the two loan 
identifiers with the widest coverage in the market.  
Network effects  
(422)  Third, answers to the market investigation suggest that the loan identifier market is 
characterized by network effects .314 Even if these do not seem to be as strong as in 
other identifier markets  (see paragraph (423) below) , it is still evident from the 
responses that both customers and competitors deem the use of specific loan 
identifiers (and the Parties’ loan identifiers are consistently among the first 
mentioned) important , because many other market participants use them .315 
(423)  In securities markets with regulation on public reporting, Internat ional Securities 
Identification  Numbers (ISINs)  have been made obligatory to use in order to comply 
with reporting requirements. This has created strong incentives for market 
participant s to use ISINs for other purposes as we ll. A similar obligation does not 
exist in the loan markets. One competitor states: “The IHSM’s LoanX IDs are widely 
used across the market but there is no single standard identifier system for leveraged 
loans. [Compe titor]  has its own identifier system called [identifier name]  which  
[competitor]  uses for its own purposes and therefore it can function without the 
LoanX IDs. Nevertheless, our customers have to do some extra work (because 
[competitor]  does not uses LoanX  IDs) (…)”316 Another competitor puts it like this: 
“[The competitor’s product] has unique [proprietary identifiers] to support our 
internal data mapping. We do provide them to clients and they are part of our data 
sets – but we also have to provide market s tandard identifiers (LXIDs, CUSIPs) to 
support broader market data mapping. We have to meet the market requirement – by 
providing what our clients use – we can’t be competitive by relying upon our own 
identifiers.”317  
(424)  These quotes illustrate that while ther e may be no formal legal requirements or other 
external reason forcing market participants to use a specific  loan identifier, certain 
loan identifiers , such as LXIDs and to a more limited extent loan CUSIPs , have 
developed into the  default  loan identifier  option , based on which the market 
                                                 
313  Submission of a competitor dated 12 July 2021, paragraphs 11 and 12.  
314  “Network effects are a special type of externality in which consumers’ utility and/or firms’ profits are 
directly aff ected by the number of consumers and/or producers using the same (or a compatible) 
technology.” Shy, Oz (2011), A short survey of network economics, Review of Industrial Organization 
(2011) 38:119 –149. 
315  E.g. reply to question 41.1 of Questionnaire 6, sup plemented by separate email on 29 September 2021; 
reply to question 3.2.1 of Questionnaire 6.  
316  Reply to question 41.1 of Questionnaire 6, supplemented by separate email on 29 September 2021.  
317  Reply to question 3.2.1 of Questionnaire 6.  
 
 
85 communicates.  This is likely  also related to both identifiers being active already 
since the early 2000s (the first contract in relation to loan CUSIPs between S&P and 
the LSTA dates from 2002, and IHSM acquired LoanX in 2004).318 As a result of 
having been active for a long time, both have developed a certain coverage of the 
global loan markets.  In the case of IHSM ’s LXIDs , this is probably also a result of a 
series of acquisitions of loan -related assets319 as well as organic ally grown products 
(LIBOR replacement data for loans , loan reference data, Market Entity 
Identifiers)320, which have led to LXIDs becoming the standard identifier for 
customers using IHSM’s loan -related products. Practically all of those products321 
seem to h ave market leading positions in their respective markets.322  
(425)  From the responses to the market investigation, many customers and competitors 
point to the aspect of “coverage” as a distinguishing feature  and highlight that 
LXIDs and to a more limited extent loan CUSIPs, are deeply entrenched identifiers 
in the loan market . For example, “Our understanding is that loan CUSIPs have 
more limited loan coverage than LXIDs.”323 A competitor explains:  “(…) they 
[LXIDs and loan CUSIPs] are substitutes for the instruments for which there are 
CUSIPs. But because LXIDs cover a significantly larger share of the market —
particularly in the less transparent part of the loan market —they are more 
commonly used.”324 Another com petitor explains that in order to offer a competitive 
loan-related product “(…) the existing identifiers (primarily LXIDs and CUSIPs) 
are already embedded in the market infrastructure . Accordingly, you would need to 
license the identifiers which are alread y used in the market (LXIDs) (…)” [emphasis 
added]325 
(426)  A potential customer explains:  “In practice, this results in a manual search for the 
relevant loan based on reference data provided and allocate a FIGI to that loan, 
which is a labour -intensive exercise (…) CUSIPs are sometimes available to 
customers for USD loans depending on the portfolio data source, but CUSIP does 
not cover all USD loans, so some percentage of any given portfolio must still be 
manually mapped. For completeness, there is no third party se rvice available for 
mapping LXIDs or other identifiers. [The potential customer] receives frequent 
requests from its customers to be able to offer the LXIDs .”326 [emphasis added]   
                                                 
318  Although LINs  have possibly been around since the early 1990s, but Refinitiv’s LPC loan pricing data 
services were launched in 1999, according to the Notifying Party.  
319  Acquisitions of i) Vichara Technologies Inc (2003), CLO pricing data; ii) LoanX (2004), a global 
electronic trading platform for syndicated loans including loan pricing data and LXIDs; iii) International 
Index Company (2007), iBoxx (US Leveraged loan index); iv) JP Morgan FCS Corp including Wall 
Street Office (WSO) and Notice Manager (2008), traded loan  software/services; v) ClearPar Distressed 
Loan Trade Settlement/Loan Settlement Custodian Services (2010); vi) DTCC Loan/SERV LLC (2016), 
now Markit Loan Reconciliation and vii) Ipreo including Debtdomain (2018)), see Notifying Party’s 
response to RFI 35,  question 4.  
320  Notifying Party’s response to RFI 35, question 4.  
321  Loan Trade Settlement (Clearpar), Loan Reconciliation, Notice Manager, Custodian Services (Docs & 
Messaging), Debtdomain, WSO Software, WSO Services, Trade Closing Services. The only loan-related 
product which does not have a “#1” market position, but only “#3” is Agent Services.  
322  IHSM internal document No. ASH000200, slide 8.  
323  Reply to question 21.1 of Questionnaire 6.  
324  Reply to question 21.1 of Questionnaire 6.  
325  Reply to ques tion 10.1 of Questionnaire 6.  
326  Reply to question 23.1 of Questionnaire 6, supplemented by separate email on 28 September 2021.  
 
 
86 (427)  A potential customer explains that they have to engage in labour -intensive and costly 
manual mapping of alternative identifiers, since they do not have access to LXIDs : 
“In practice, this results in a manual search for the relevant loan based on reference 
data provided and allocate a FIGI to that loan, which is a labour -intensive 
exercise(…)”327. Another competitor also highlighted that customers have asked for 
a mapping to LXIDs, but the competitor has not been able to provide this, as the 
price quoted by IHSM for that input was considered too high by the  competitor.328   
(428)  The quotes above also indicate that the current status of LXIDs is not one that can be 
easily and quickly challenged, based on the competitive dynamics in the loan data 
market , which shows signs of network effects . As a result, competition in the loan 
identifier markets is not particularly strong, but to the extent competition exists, it 
would seem to be taking place mainly between LXIDs and loan CUSIPs  and to a 
weaker extent between LXIDs and other loan identifiers .  
Switching  
(429)  Fourth, c ustomers likely have limited possibilities of switching loan identifier 
supplier329, because switching loan pricing data provider or loan reference data 
provider (which includes loan identifiers) is very resource intensive.330 When asked, 
why switching loan reference data provider was not easy, one respondent 
commented: “Main reference point/required identifier”331 Another respondent that 
is currently switching  loan pricing data provider explains: “We are in the middle of 
switchin g loan pricing data provider from another provider to IHSM. It will take us 
18 months for the whole process.”332  
(430)  Switching loan identifier is not an option at all  for many competitors  in loan 
reference data or leveraged loan market intelligence, for example , because they 
depend on being able to communicate with their clients using market -standard 
identifiers (LXIDs or loan CUSIPs). In addition, while loan identifiers have a 
separate value, they derive their competitive strength from their coverage and the 
ability for customers to use and interpret loan data  and related analytics, news, etc .  
Countervailing buyer power  
(431)  Fifth, customers and competitors do not seem to have any significant c ountervailing 
buyer power .333 The merged entity’s position in the downstream market s for loan 
data, market intelligence and infrastructure products is not constrained by the 
bargaining strength of its customers. No customer represents such an important 
perce ntage of demand that it enjoys  substantial countervaili ng buyer power. 
Countervailing buyer power of customers could also derive from customers who 
contribute data to IHSM’s pricing and reference data service, such as banks. While 
                                                 
327  Reply to question 23.1 of Questionnaire 6, supplemented by separate email on 28 September 2021.  
328  Reply to question 41.1 of  Questionnaire 6, supplemented by separate email on 29 September 2021.  
329  Horizontal Merger Guidelines, paragraph 31.  
330  Replies to questions 20 and 21 of Questionnaire 7.  
331  Reply to question 21.1 of Questionnaire 7.  
332  Reply to question 22.1 of Questionn aire 7.  
333  Horizontal Merger Guidelines, paragraph 64ff.  
 
 
87 some of those banks  such as [Customer banks]  may be important contributors334 to 
IHSM’s loa n pricing data, they are dependent on the Parties’ products in a number of 
areas where little or no alternatives exist, such as CUSIPs, and including loan pricing 
data and loan identifiers .  
(432)  Equally, a large majority of competitors (who are in most cases a lso customers of the 
merged entity, including in relation to loan pricing and reference data and loan 
identifiers) in the broader pricing and reference data and market intelligence space 
do not consider that they provide any essential inputs to the merged entity that would 
award them any negotiating power.335 
Barriers to entry  
(433)  Sixth, b arriers to entry336 seem to be very high with respect to offering loan 
identifiers. This is because a crucial factor for a successful loan identifier offering 
seems to be coverage, and coverage of the global loan market has historically only 
been achievable by either providing related data/products, such as loan pr icing or 
reference data (LXIDs) , or by building on the brand, reputation and infrastructure of 
an existing iden tifier business (loan CUSIPs).  FIGIs were developed more recently 
(2009) and outside a significant identifier business, which shows in their 
comparatively low coverage of the loan market. Other loan identifiers like LCD IDs 
(only available in S&P’s LCD pro duct) or Refinitiv’s LINs (only provided as part of 
Refinitiv’s loan pricing and reference data) are in the market more in a function as 
potential competitors than actual competitors to LXIDs and loan CUSIPs, it seems . 
This highlights  that even existing pr oviders of loan identifiers face barriers to 
compete effectively due to  the current market environment, where a market -leading 
loan identifier has developed and switching costs are high . It would likely require a 
significant investment to try and displace current loan identifiers or even gain some 
market share  for a new entrant .  
(434)  Taking the loan pricing and reference data market as a proxy, r espondents to the 
market investigation unanimously expressed that entering either those market s 
(which include  loan i dentifiers)  is very challenging and requires significant resources 
and time. One competitor explains  how much it would cost a market participant that 
is already active in fixed income pricing data, to enter the loan pricing data space : 
“[Competitor] believ es it would take at least a year for a vendor that does supply 
bond and CDS prices to build the tools, establish the dealer relationships, create the 
databases, scale the operation, build the API’s, and hire/source the collection and 
integration staff. Fir st year estimate costs likely would be around 2.5 mm (based on 
previous experience). But even at that point, the product would not be fully adopted 
by the market until 4 -5 years of pricing history is available – which would have to be 
collected and stored retrospectively, if even possible without purchasing from [the 
                                                 
334  E.g. IHSM currently prices [number]  loans on a daily basis, of which [number]  are based on prices 
provided by [supplier's name]  and [number]  are based on prices provided by [supplier's name] . [supplier's 
name]  and [supplier's name]  rank at #5 and #11 respectively in respect of total contribution usage. Of 
these [number]  loans, [supplier's name]  is the sole contributor for [number]  loans and [supplier's name]  is 
the sole contributor for [number]  (with [supplier's name]  ranked #2 for unique coverage). Should 
[supplier's name]  and [supplier's name]  cease to provide their loan prices, IHSM would therefore lose 
coverage on [number]  loans. See Notifying Party’s response to RFI 32, question 8.  
335  Replies to question 6 of Questionnaire 6.  
336  Horizontal Merger Guidelines, paragraph 68ff.  
 
 
88 main competitors]  at exorbitant costs. Factoring that in, I would estimate the total 
go-to-market cost at around 10 -12mm (over 4 -5 years). It is also worth noting that 
even once the product get s to the marketplace, the new offering would still need to 
concord to either LXIDs or CUSIP IDs (both controlled by the combined entity) 
and the cost of obtaining those IDs likely will increase significantly for a 
competitive product .”337 [emphasis added] Another competitor states: “It is our 
understanding that it would be difficult to begin producing loan pricing data in a 
short time. (…).”338 
(435)  Another competitor estimates the following with respect to entering the loan 
pricing/ reference data space: “(…) To st art from scratch (no platform, no loan 
reference data, no agreements with agent banks), such an endeavor would likely 
require 2 years at the bare minimum. Costs are in the multiple millions (to build the 
platforms, access the data, find a compelling reason  for agent banks to do this). 
Furthermore, this misses the problem of identifiers: the existing identifiers 
(primarily LXIDs and CUSIPs) are already embedded in the market infrastructure. 
Accordingly, you would need to license the identifiers which are alr eady used in the 
market (LXIDs) in order to build a competitive product with the provider of those 
identifiers (IHSM).  (…)”339  
(436)  A case demonstrating how difficult it is to successfully enter the loan identifier (and 
other identifier markets as well, given th at FIGI can be used for many different asset 
classes) is FIGI. Launched by Bloomberg in 2009  (back then under the name 
Bloomberg Global Identifier) , who had significant presence in loan reference data 
already, FIGIs have been comparatively unsuccessful in gaining market share in the 
loan identifier market. In conclusion, the Commission notes that entry in the loan 
identifier market seems to be difficult , and in fact even suppliers that have been 
active in the market for several years or in some cases decade s have not managed to 
come close in terms of coverage to LXIDs . 
Notifying Party’s arguments with respect to difference between LXIDs and loan CUSIPs  
(437)  With respect to the Parties argument, that their identifiers are different products in 
terms of their features, use cases and customer bases, and hence do not compete or 
constrain each other, the Commission notes the following:  
(438)  In relation to the differenc e in product features , the Notifying Party emphasizes that 
LXIDs change over time, when properties of a loan change (e.g. refinancing) while 
loan CUSIPs are static, i.e. a loan keeps the same loan CUSIP irrespective of any 
changes in the properties of the loan.340 Apart from one respondent mentioning this 
fact (“(…) Restatement/Amendment/Extension event rules differ across all ID 
providers.”341), none of the responses to the market investigation suggested that this 
difference in the product features has any imp act on loan identifiers’ substitutability  
or whether they compete . The Commission also notes that even though LXIDs are 
updated  and therefore several LXIDs may exist for the same original loan , IHSM 
provides customers with “recommended update files” that c ontain the whole history 
                                                 
337  Reply to question 7.1 of Questionnaire 7.  
338  Reply to question 7.1 of Questionnaire 7.  
339  Reply to question 10.1 of Questionnaire 7.  
340  Form CO, Chapter on Market Intelli gence, Annex B.34a.  
341  Reply to question 22.1 of Questionnaire 6.  
 
 
89 of LXIDs and hence allow linking the different LXIDs to the same loan. To the 
extent that other identifiers do not track changes in the loan properties, they could 
indeed be considered as having different product features. However,  at least  loan 
CUSIPs are in effect delivered including changes in the loan properties as well. The 
Notifying Party explains: “As regards loan CUSIPs, these are accompanied by an 
underlying data file, published daily, containing principal attributes of syn dicated 
loans with associated CUSIPs (…). Where the features contained in this database of 
summary loan attributes change (for example where the maturity date or facility type 
changes) then the relevant feature would be updated in the subsequent iteration of 
the daily data file (although there is not, unlike for LXIDs, any change history 
feature). Thus users of loan CUSIPs do not have the same visibility as customers of 
IHSM’s loan reference data (including LXIDs) into changes to a given syndicated 
loan.”342 The conclusion does not logically follow from the explanation of the way 
in which loan CUSIPs are delivered. In fact, loan CUSIPs seem to be updated in 
terms of content delivered alongside loan CUSIPs much in the same way as LXIDs. 
The only difference woul d seem to be that IHSM marks changes in the loan 
properties by issuing a new LXID  (that is however relatable  to previous LXIDs), as 
well as providing information about the feature that changed . Compared to that, l oan 
CUSIPs stay the same but the loan prope rties information is updated just like with 
LXIDs on a daily basis.  Any user of loan CUSIPs can therefore easily store those 
changes in their database, if they require this information, e.g. to create a times series 
of historical pricing or analytics.  The only data field that seems to be different 
between key terms submitted with loan CUSIPs compared to LXIDs, is that LXIDs 
contain the relevant industry of the issuer343, e.g. “healthcare” or “real estate”). This 
is clearly a data field that is unlikely to change frequently . 
(439)  As a result, it would seem that market participants effectively receive the same 
information with respect to changes in the loan properties with both identifiers.  In 
any case, respondents to the market investigation did not raise this “d iscrepancy” 
between LXIDs and loan CUSIPs.  The Commission therefore considers that this is 
not a meaningful difference  in terms of product features between LXIDs and loan 
CUSIPs.  
(440)  In terms of commercialization , the Notifying Party claims that LXIDs and loan  
CUSIPs are distinct, because loan CUSIPs are commercialized standalone while 
LXIDs are not. The Commission has already analysed this question in Section 
6.2.4.2 , concluding that even though LXIDs may not be explicitly commercialized 
standalone, they do generate revenues for display rights which are much higher than 
“simple” access to IHSM’s loan pricing and reference data  (which includes LXIDs) . 
Hence,  a certain standalone commercial value is attributable  to LXIDs. Apart from 
that, several market participants suggest that the bundling of LXIDs with loan 
pricing and reference data is a commercial choice of IHSM.  The market 
investigation in any case showe d standalone demand for LXIDs which is separate 
from the demand for an identifier to interrogate IHSM’s loan pricing and reference 
data.   
                                                 
342  Notifying Party’s response to RFI 31, question 17.  
343  Notifying Party’s response to RFI 36, paragraph 3.3.  
 
 
90 (441)  As additional evidence for the standalone value of the LXID brand, […]344, […]”. 
The Notifying Party explains that the trademark symbol  is typically used to denote 
unregistered trademark rights based on usage instead of formal registration.345 The 
Commission therefore considers that even though the genesis of LXIDs and loan 
CUSIPs was  different and as a result, loan CUSIPs are licensed separately while 
LXIDs are currently bundled with loan pricing and reference data, this is not 
sufficient to conclude that t hey do not compete or constrain  each other.  
(442)  In terms of different customer pro files, the Notifying Party claims that the two 
identifiers have different customers. While LXIDs are primarily used by IHSM’s 
customers of loan pricing and reference data, which are asset managers, asset 
servicers and banks, loan CUSIPs are used by banks, asset managers and information 
service providers.346 The Commission notes, that two of three customer categories 
are the same . The third category that does not overlap  are information services 
providers, which do not license IHSM’s loan pricing and reference  data, but only 
loan CUSIPs .  
(443)  This is not surprising, given that information services providers are among the main 
competitors of IHSM in loan pricing and reference data  and hence do not require 
access to this data . Nevertheless, s ome of those competitors have in the past 
requested access to LXIDs and were quoted prices that are described by one as 
amounting to  a “(…)  constructive refusal to supply (…).”347 This emphasizes once 
more IHSM’s market power in loan identifiers.   
(444)  Customers who wish to have or offer  a full overview of the loan market are likely to 
currently require several loan identifiers, especially if they do not have access to 
LXIDs  (e.g. the main competitors in loan pricing and reference data) . This is 
confirmed by several competitors stating th at they commonly provide third -party 
loan identifiers with their products.  IHSM itself also provides LCD IDs and loan 
CUSIPs with its loan pricing data to common customers (i.e. customers who have a 
license to see LCD IDs and loan CUSIPs from S&P), but sta tes that “IHSM does not 
need to distribute or display third party loan identifiers for the purpose of its loan 
pricing data service.”348  
(445)  In summary, while LXIDs and loan CUSIPs may not have exactly the same 
customer  type, there is significant overlap  at lea st from a loan CUSIP perspective , 
and in any case the results of the market investigation suggest that customers and 
competitors consider the two identifiers substitutable, at least for certain use cases.  
(446)  In terms of use cases , the Notifying Party argues that LXIDs are IHSM’s internal 
identifier which is only provided as part of IHSM’s loan pricing and reference data 
and only useful for interrogating this data. Given loan CUSIPs’ standalone nature, 
the use cases of the two iden tifiers are not the same, claims the Notifying Party.  
However , the Notifying Party does admit that LXIDs are also used to identify loans 
which are processed using IHSM’s WSO (a traded loan software/service) and its 
Clearpar loan settlement system.  
                                                 
344  E.g. Contract between IHSM and S&P, dated 14 September 2015.  
345  Notifying Party’s response to RFI 30, question 3.  
346  Form CO, Chapter on Market Intelligence, Annex B34.a.  
347  Reply to question 23.1 of Questionnaire 6, supplemented by separate email on 28 September 2021.  
348  Notifying Party’s response to RFI 35, paragraph 6.1.  
 
 
91 (447)  The mark et investigation  does not support the Notifying Party’s  view that LXIDs 
and loan CUSIPs differ substantially in terms of use cases . As set out above in the 
chapter on market definition (see Section  6.2.4.2 ), market participants use LXIDs 
(and other loan identifiers) for purposes other than interrogating loan pricing and 
reference data.  The Notifying Party provides the following use cases for whi ch loan 
CUSIPs are designed: “(…) loan CUSIPs perform a number of functions including 
facilitating the settlement, clearing and matching of trades with respect to 
syndicated loans.”349 In the market investigation, market participants answered with 
respect to  what LXIDs are used for: “Mapping of loans, reporting trades and 
investments, risk management reporting and monitoring, reporting related to 
trading, settlements and clearing.”350 The use cases are similar, and in any case 
relate to trading and settlement o f loans  and processing related information 
(mapping, reporting) . In addition, the majority of competitors and customers were of 
the opinion that LXIDs and loan CUSIPs are substitutes, at least for specific use 
cases , which include the above .  
(448)  The fact that issuers cannot apply for an LXID (contrary to a loan CUSIP) would 
also not seem to be an important distinction between loan identifiers and in 
particular not when comparing LXIDs and  loan CUSIPs . This is because of loan 
CUSIPs’ timing issue. A market participant  explains: “(…) the loan CUSIP has a 
timing issue  (…). Re. timing, it is common market behaviour that agent banks first 
price a loan before reaching out to CGS to create a loan CUSIP. In some instances, 
the loan CUSIP might not be avail able for several days after syndication.  This is 
why LXIDs are almost always available before loan CUSIPs. ”351  
(449)  In addition,  a trade association explains that loan identifiers from different providers 
and particularly LXIDs and loan CUSIPs seem to compete f or coverage, while trying 
to not contradict each other , as evidenced by “[the] feedback relationship between 
the two identifiers that goes the other way, i.e. when a loan CUSIP is issued, the 
LXID methodology mirrors that of CUSIP, and will modify/withdraw /create a LXID 
where there is a discrepancy.”352 The Notifying Party explains, that indeed LXIDs 
are created in response to other loan identifiers being issued and IHSM uses a variety 
of sources to ensure it captures as many new loans as possible.353 However, LXIDs 
are not changed or withdrawn in response to other loan identifiers being modified, 
according to the Notifying Party.354 The fact that LXIDs are at least created in 
response to other loan identifiers being issued shows that there is competition in the 
loan identifier market.  
(450)  One use case of loan identifiers is the unique identification of loans composing an 
index in index constituent files. For example, S&P distributes its US leveraged loan 
indices based on Refinitiv’s loan pricing data, together with LINs, which are 
Refinitiv’s internal loan identifiers. However, customers request to receive 
constituent level data together  with other identifiers: “(…) Of […] clients receiving 
LLI constituent files via SFTP, […] receive LXIDs, […] receive FIGIs, and […] 
                                                 
349  Notifying Party’s response to RFI 21, paragraph 21.2.  
350  Reply to question 20.1 of Questionnaire 6.  
351  Minutes of a call with a trade association, 27 September 2021, 17:00 CET.  
352  Minutes of a call with a trade association, 27 September 2021, 17:00 CET.  
353  Notifying Party’s response to RFI 36, paragraph 2.1.  
354  Notifying Party’s response to RFI 36, paragraph 2.2.  
 
 
92 receive CUSIPs (clients may receive multiple identifiers). (…).”355 This 
demonstrates some  substitutability of loan identifie rs for this use case, including 
between LXIDs and loan CUSIPs.  
(451)  In this example, loan CUSIPs seem to be in higher demand than LXIDs. This is 
because loan CUSIPs have a higher coverage in the US loan market, while LXIDs 
have a higher coverage in the Europea n loan market  (while also having coverage of 
the US market ). For example, while [...] of dollar -denominated loans that have an 
LXID also have a CUSIP, that percentage is just [...] for euro -denominated loans .356 
(452)  While this suggests a certain complementarity between LXIDs and loan CUSIPs  in 
terms of geographies covered, the market for loan ident ifiers is clearly considered 
global and customers do not distinguish providers by location. The different 
geographic focus of both companies is likely due to their historic roots (IHS Markit 
being headquartered in the UK and S&P in the US).  
Notifying Party’s arguments with respect to ability and incentives of the merged entity  
(453)  The Notifying Party further argues that the merged entity would have no ability or 
incentive to worsen LXID provision post -merger to benefit loan CUSIPs, or vice 
versa.  With respect to worsening LXID provision the Notifying Party claims that 
worsening LXID supply would undermine its core loan pricing and reference data 
product and result in lost s ales.  
(454)  The Commission does not consider it likely that the merged entity would lose sales 
of loan pricing and reference data if it increased prices for LXIDs, for example. This 
is mainly, because IHSM is a market leading provider with significant market po wer 
in both loan pricing and reference data357 and loan identifiers. All those markets are 
characterized by high switching costs and high barriers to entry. The combination 
with the second most important loan identifier would likely strengthen the merged 
entity’s position not only in the loan identifier market, but also in the related loan 
pricing and reference data markets. This is because switching loan pricing and 
reference data provider is not only costly and takes a long time, but also, switching 
custome rs would then have to find a way to replace LXIDs. As some quotes above 
suggest, this is not impossible, but it is possibly resource -intensive (see quotes of 
competitors in paragraphs (434)  and (435)  above).  In fact, all respondents to the 
market investigation that have switched loan pricing and ref erence data provider, 
switched to IHSM, not away.358 
(455)  The Commission also disagrees that the most likely result of increasing prices  for 
LXIDs (or IHSM’s loan pricing and reference data generally) would be  an increased 
adoption of Refinitiv’s loan pricing data and associated LINs. It is evident from the 
Parties’ own submission that Refinitiv’s loan pricing data covers a much lower share 
of the global loan market than IHSM’s loan pricing data. In addition, based  on the 
                                                 
355  Form CO, Chapter on Vertical Relationships, footnote 121.  
356  Notifying Party’s supplementary submission on LXIDs.  
357  The Commission asked compe titors for the revenues they generate with loan pricing and reference data 
(replies to question 4 of Questionnaire 6.). While the responses are all confidential, the Commission 
considers that IHSM’s market shares in both the global loan pricing and the loa n reference data markets 
are much higher than estimated by IHSM.  
358  Replies to question 22.1 of Questionnaire 7.  
 
 
93 responses to the market investigation, LINs do not seem to be widely adopted or 
used outside Refinitiv’s data (contrary to loan CUSIPs ). Finally, LINs have a much  
lower coverage than both IHSM and loan CUSIPs .  
(456)  A similar reasoning applies with resp ect to the Notifying Party’s argument that if the 
merged entity were to increase prices for LXIDs (if they were sold separately), 
customers would be more likely to switch to FIGI instead of loan CUSIPs. Given 
FIGIs lower acceptance in the loan identifier m arket, this is not credible.  
(457)  Apart from that, the Notifying Party argues that the merged entity would have no 
incentives to increase prices for LXIDs (or loan pricing and reference data more 
generally), [Details of contract with partner] . However , in a ma rket where the 
[Details of contract with partner] , the argument on the lack of incentives does not 
seem very credible . 
(458)  The Notifying Party further argues that the merged entity would have no incentive to 
increase prices or otherwise worsen the provision of  loan CUSIPs to benefit LXIDs, 
because LXIDs are not a substitute for loan CUSIPs, [summary of confidential 
contractual arrangements concerning CUSIP’s relationship to the rest of the S&P 
business] . The Commission considers none of those arguments convinci ng based on 
the results of the market investigation and other information available to it.  
(459)  First, the results of the market investigation have shown substitutability between 
LXIDs and loan CUSIPs from a customer perspective. In addition, the Commission 
outlined above , why product features, use cases and customers of the two loan 
identifiers are ultimately not materially different.  
(460)  Second, b ased on the current contract between the ABA and S&P on CUSIPs (which 
covers loan CUSIPs), the ABA’s and S&P’s intere sts with respect to increasing 
prices for loan CUSIPs are aligned [details of contract with partner] . It is therefore 
plausible that the ABA would not object to a price increase of loan CUSIPs  provided 
it did not breach other clauses of the agreement .  
(461)  Third, w hile the CUSIP business may be [details of contract with partner]359), 
[details of contract with partner] .360 In terms of actual practical ring -fencing 
arrangements, the Commission notes that there is [details of contract with partner] .” 
361  
(462)  The Commiss ion consider s it likely that the Transaction will  provide the merged 
entity with the ability  and incentive to raise price s for one or both loan identifiers , 
given the market power that the combination of those two identifiers affords the 
merged entity.  The market investigation supports the conclusions  that a) LXIDs 
already have a very strong market position  in the loan identifier market , b) the loan 
identifier market is characterized by network effects , high switching costs  and high 
barriers to entry , leadi ng to the competitive constraints on the market leader LXID to 
be limited already pre -Transaction, and c) loan CUSIPs seem to be the closest 
competitor  to LXIDs . One competitor confirms with respect to the impact of the 
                                                 
359  Notifying Party’s response to RFI 24, question 3.  
360  As acknowledged by the Notifying Party in their response to RFI 24, question 2: “[…].” 
361  Notifying Party’s response to RFI 17, paragraph 37.1.  
 
 
94 Transaction on the loan identifier m arket: “(…) This would make the combined entity 
a dominant provider.”362 
(463)  A competitor sees the following impact as a result of combining the two loan 
identifiers : “In addition, the merged entity will control both the primary and 
secondary identifier in the l oan segment, the LXID and the CUSIP respectively (…). 
The merged entity will be in a unique position to offer customers a “one -stop-shop” 
for loan related products and services and will be incentivized to further entrench its 
position in the form of price based and non -price based conduct, (…) or by tying or 
bundling distinct loan products with the aim of foreclosing rivals. As a result, this 
will reduce competitors’ incentives to invest in related loans businesses and will 
further reduce innovation in the a rea, thereby restricting customer choice.”363 
(464)  A customer summarizes the impact of the Transaction on the loan reference data 
market like this: “reduction in competition, less choice, higher prices.”364 Another 
customer states: “(…) the price is most likely to increase and our bargaining power 
should decrease.”365 One customer  also expects a “negative impact [but only] if this 
enables Markit/S&P or other providers to increase prices due to lower competition 
in the space.”366 
(465)  Overall, responses of competitors with respect to the impact of the Transaction on 
loan pricing data and loan identifier markets are  unanimously negative (not counting 
uninformative responses).367 The majority of responses from competitors is also 
negative w ith respect to the impact of the Transaction on loan reference data and 
loan identifiers  markets.368 Almost all of the companies categorized as competitors 
here are simultaneously also customers or potential customers of the Parties in 
respect of loan identi fiers.  
(D) Conclusion  
(466)  Based on the market investigation and other evidence available to the Commission, 
the Commission considers that the Transaction raises serious doubts as to its 
compatibility with the internal market and the functioning of the EEA Agreement 
with respect to the overlap between the Parties’ activities in the plausible global 
market for loan identifiers by creating or strengthening a dominant position.  
6.3.2.2.  Indices  
(467)  Within financial indices, affected markets arise in relation to fixed income indices 
(but only for t he segment of (i) leveraged loan indices and (ii) US corporate bonds), 
                                                 
362  Reply to question 41.1. of Questionnaire 6.  
363  Reply to question 33.1 of Questionnaire 6, supplemented by separate email on 28 September 2021.  
364  Reply to question 48.1 of Questionnaire 7.  
365  Reply to question 47.1 of Questionnaire 7.  
366  Reply to question 47.1 of Questionnaire 6.  
367  Replies to question 34 and 41 of Questionnaire 6.  
368  Replies to question 35 of Questionnaire 6.  
 
 
95 and in equity indices, at the level of equity indices overall, as well as for natural 
resources sector equity.369 
(A) Leveraged loan indices  (horizontal overlap)  
(468)  The Commission assesses below whether the Transaction raises serious doubts with 
respect to its compatibility with the internal market by eliminating important 
competitive constraints in the plausible global market of leveraged loan indices, 
leading to the creation or strengthening  of the merged entity ’s dominant position . 
(A.i) The Parties ’ activities  
(469)  The Parties are both active in leveraged loan indices . S&P provides the European 
Leveraged Loan Index (ELLI) as part of its leveraged loan market intelligence 
product LCD and not standalone. The loan pricing data for the ELLI is sourced from 
IHSM. S&P also provides US leveraged loan indices (US LLI) which it licenses to 
customers for use in the construction of financial instruments or in the form of 
market data, to be used as a benchmark for active funds. The loan pricing data for 
the US LLI is sourced from [Name  of customer] .370 
Table 5: Market shares in the global market for leveraged loan indices  
Index Provider  2020  
AUM €m  % 
S&P Global  [confidential]  [90-100]%  
IHS Markit  [confidential]  [0-5]% 
Combined  [confidential]  [90-100]%  
Credit Suisse  [confidential]  [0-5]% 
Total market  [confidential]  100,0%  
Source: Form CO, Chapter on Vertical Relationships, Annex D.6  
                                                 
369  In the Form CO the Parties have distinguished between two distinct us e cases for licensing financial 
indices: index licensing for the creation of funds (“M1”) typically used by passive funds; and index 
licensing as a form of market data (“M2”) typically used by active funds. The Parties consider that these 
are not separate markets. Moreover, the Parties consider that M2 are a much more limited proxy than M1, 
since index providers do not typically generate revenues from licensing indices as a form of market data. 
First, active fund managers (i.e. the use case of M2) may obtai n index data from public sources without 
charge, rather than licensing it from the index provider. Second, in instances where fees are charged for 
index licensing as a form of market data, fees are typically flat, thus there is not always a direct correlat ion 
between these fees and the AUM of the fund. Third, index licensing as a form of market data has many 
other use cases (such as licensing to data distributors and internal analytics) which are not covered by data 
on actively managed funds. These share es timates are therefore provided but the Parties’ views focus on 
the market share estimates for M1. Therefore, for the purposes of this Decision, the Commission has used 
M1 when determining affected markets, presenting market shares and performing competitiv e 
assessments, because they represent the commercialization of indices. Further, there are minimal 
overlapping segments based on M2 that do not overlap based on M1, and in any case during the market 
investigation no concerns were raised regarding these seg ments.  
370  Form Co, Chapter on Vertical Relationships, paragraph 4.26.  
 
 
96 (A.ii)  The Notifying Party’s view  
(470)  The Notifying Party considers that the category in the Morningstar database  (“Level 
3”), based on which the Transaction will lead to a merger to monopoly is too narrow 
to represent a plausible market. According to the Notifying Party, there is supply -
side substitutability among so -called floating rate debt indices and leveraged loan 
indices. The same competitors provide both indices, including Bloomberg, ICE, JP 
Morgan and Credit Suisse.   
(471)  Furthermore, on the demand -side, the Notifying Party deems that leve raged loan 
indices and other floating rate debt indices are substitutable for customers, though 
acknowledges that substitutability depends on the use case.  The Notifying Party also 
suggest that price and quality are important factors which would lead custo mers to 
look for the many available alternatives if they were not satisfied.   
(472)  Even if the leveraged loan index market was considered to be a relevant market, the 
Notifying Party submit that each S&P and IHSM have only [Number of customers] , 
which cannot represent a market of their own. Moreover, the Morningstar database 
does not capture OTC products (which is how leveraged loans are primarily traded), 
so a focus on funds only underrepresents the relevant competitor set, in the Notifying 
Party’s view.  
(473)  In addition, barriers to entry are low, as relevant data is readily available from many 
suppliers and public sources. The Notifying Party therefore considers it easy for 
other fixed income index providers to provide leveraged loan indices.  
(474)  The Notifying Party claims that funds account for [0-5]% or less of the investible 
leveraged loan market, the majority of which is made up of bank holdings and 
institutional separate accounts, who do not require indices for the creation of funds, 
but only ind ices for the purposes of benchmarking. When considering the rest of the 
market Credit Suisse’s and JP Morgan’s position is much stronger, with [80-90]% 
and [20-30]% respectively, according to the Notifying Party.  
(A.iii)  The Commission’s assessment  
(475)  The Commission considers that none of the Notifying Party’s claims are supported 
by the results of the market investigation  or additional submissions by the Parties . 
(476)  First, several respondents to the market investigation considered “Morningstar Level 
3” the relevant leve l at which to choose indices , and no respondent replied “Level 1 
or “Level 2”  .371 Several respondents also answered “It depends”. One customer 
explains: “Each level is relevant depending on the product category (e.g. for 
corporate High Yield the Level 3 is more relevant while for global products Level 1 
is equally relevant).”372 Leveraged loans would tend to rather fall in the category 
“corporate high yield”, i.e. according to this customers view, level 3 would be the 
relevant category for leveraged loan indic es. 
(477)  A market participant  with specific knowledge of the leveraged loan market is of the 
view that “the Transaction combines the two predominant suppliers of loan indices, 
                                                 
371  Replies to question 7 of Questionnaire 5.  
372  Reply to question 7.1 of Questionnaire 5.  
 
 
97 namely the US S&P LSTA leveraged loan index and the IHSM iboxx US loan index. 
“373 The main reason why there are no relevant competitors in the market of 
providing leveraged loan indices for the creation of funds is that the Parties own the 
only IOSCO compliant loan indices globally. In the market participant ’s view, being 
IOSCO complian t is an important criterion for an index fund/ETF.374 This is also 
evident from the relevant EU -Regulation, which effectively implements the IOSCO 
principles and requires compliance with IOSCO principles as a criterion to enable 
endorsement of benchmarks (i.e. indices used for the creation of financial 
instruments) provided from an administrator located in a third country.375 
(478)  According to this market participant , Credit Suisse does not compete directly  with 
the Parties loan indices, even though it is the longest established loan index , for that 
very reason , i.e. that it is not IOSCO compliant.  In addition to the IOSCO 
compliance, listed funds require specific high quality loan pricing data, so -called 
mark-to-market data. This data is based on actual trades of loans, whereas evaluation 
pricing is based on models. The market participants stressed that  “for mark -to-
market loan pricing data, there are only two main suppliers: IHSM and Refinitiv.”376 
(479)  When askin g competitors who are the top providers of leveraged loan indices, the 
majority answer “S&P” without mentioning others. Some  respondents also mention 
IHSM and only one also mentions Credit Suisse.377 This contradicts the Notifying 
Party’s view that the other providers of leveraged loan indices (Credit Suisse and JP 
Morgan) compete closely with S&P and IHSM.  
(480)  According to the Notifying Party, leveraged loan index providers compete across 
different produ cts for which those indices are used, i.e. funds/ETFs, OTC products 
(such as total return swaps), bank holdings and institutional separate accounts. The 
Commission notes that IHSM and S&P both do not commercialize their leveraged 
loan indices to providers using them in OTC products (which accounts according to 
the Parties for [90-100]% of the leveraged loan index market). The Notifying party 
claims this is because investment banks are much better placed to develop indices for 
use in OTC products (as they st ructure, issue and trade those products), than the 
Parties with their focus on more liquid assets.  
(481)  The Notifying Party argues that indices used for the creation of funds compete with 
indices used for the benchmarking of active investments, and states “ As regards the 
inputs required for selling OTC products as opposed to selling ETFs or mutual 
funds, in each based on leveraged loan indices, as far as the Parties are aware  the 
same or very similar inputs are likely to be required .”378 Based on the views of the  
main industry association in this area, it is  however  not the case, that “ the same or 
very similar inputs ” are used for funds/ETFs and OTC products. The Commission 
therefore considers that the competitive constraints, if any, posed by leveraged loan 
index  providers licensing their indices for use in OTC products to leveraged loan 
index providers licensing their indices for use in funds/ETFs, seem to be minimal.  
                                                 
373  Minutes of a call with a trade association on 27 September 2021, 17:00 CET.  
374  Minutes of a call with a trade association on 27 September 2021, 17:00 CET.  
375  Article 30, 2., a), EU -BMR.  
376  Minutes of a call with a trade association on 27 September 2021, 17:00 CET.  
377  Replies to question 24.3 of Questionnaire 4.  
378  Notifying Party’s response to RF I 32, question 7.  
 
 
98 (482)  Second, and reinforcing the above reasoning, for the majority of loan index (fund) 
customers  it is important which loan pricing and reference data is used to calculate 
the loan indices they license.379 When asked whether loan data of IHSM, ICE, 
Refinitiv and Bloomberg are substitutable, half the respondents replied “No”, with 
the other half stating tha t it depended on the exact use.  This highlights, that the 
substitutability for customers seems to be highly use case dependent and in any case, 
does not confirm the Notifying Party’s view that leveraged loan indices are easily 
substitutable from a cust omer  perspective.  
(483)  Third, w ith respect to barriers to entry, most index providers generally do not think 
they are able to enter the loan index market quickly. One potential competitor in this 
space explains: “[Potential competitor] is currently considering vari ous business 
cases for the fixed income index space, which may include leveraged loan indices. 
Access to the necessary data, expertise, and technology is already difficult due to 
opaqueness of the market.”380 Another competitor states: “[Competitor] has been  
trying for three or four years to enter the market of loan indices (including US Fund 
Bank Loan indices) and has so far not been successful.”381 
(484)  The competitor explains that the main loan index providers are also at the same time 
providers of the input data  and considers that the prices quoted by existing loan 
index providers for their data amounts to “a constructive refusal to supply this 
data.”382 The competitor further explains that the data is not easy to source 
alternatively, i.e. directly from loan issui ng banks “as that would require significant 
investment (in terms of time and costs), essentially equivalent to establishing a new 
data vendor, as it would require connecting to a large number of issuers.”383  
(485)  Fourth , given that Credit Suisse and JP Morgan do  not seem to pose significant 
competitive constraints on the Parties, it is of limited relevance that […]. In any case, 
given that IHSM is the market leader in loan pricing data, the threat to […] is not 
likely to amount to significant bargaining power.  
(486)  The Commission further considers that JP Morgan may not  fully compete  with 
IHSM , even when considering for the sake of argument, that leveraged loan indices 
licensed for the use of different financial instruments compete. […].384 […].385 
[…].386 Given that this aspect cannot be assessed further, the Commission considers 
it at least uncertain that JP Morgan competes entirely independently from IHSM.  
(487)  Based on the above considerations, the Commission considers that the market 
investigation and other evidence availab le to it do not confirm the Notifying Party’s 
views with respect to competitive dynamics in the leveraged loan index market.  The 
Parties monopoly position Post -Transaction is further strengthened by IHSM being 
the market leading supplier of essential input , i.e. loan pricing data.  
                                                 
379  Replies to question 45 of Questionnaire 5.  
380  Reply to question 24.2 of Questionnaire 4.  
381  Minutes of a call with a competitor on 30 April 2021, 16:00 CET.  
382  Minutes of a call with a competitor on 30 April 2021, 16:00 CET.  
383  Minutes of a call with a competitor on 30 April 2021, 16:00 CET.  
384  […]. 
385  Notifying Party’s Supplemental submission on leveraged loan indices, paragraph 3.4 (B).  
386  Notifying Party’s response to RFI 32, question 9.  


 
 
101 equity indices, natural resources sector equity indices and US Corporate Bond 
indices.  
(496)  First , IHSM’s increment in equity indices and natural resources sector indices, and 
S&P’s increment in US corporate bond indices ar e both virtually nil, at [0-5]%, with 
the delta in the HHI being less than 150390. Since S&P is a stronger provider equity 
indices but a small player for supplying such services for fixed income indices, while 
the reverse is true for IHSM, they are not curre ntly close competitors. Indeed, IHSM 
is not named as S&P’s closest competitor in these markets (or vice versa) by 
suppliers and customers.391   
(497)  Second , strong competitors remain in each of the segments; in equity indices FTSE 
Russell and MSCI have market shares above [10-20]%, with a long tail of smaller 
competitors with market shares still larger than IHSM’s increment. In natural 
resources sector equit y indices, MSCI, Morningstar and Solactive each have market 
shares of [10-20]% or above, again with a long tail of smaller competitors with 
market shares still larger than IHSM’s increment. Similarly, in US Corporate Bond 
indices, Bloomberg is larger than the combined entity, ICE and Nasdaq have market 
shares above [5-10]%, and FTSE Russell has a market share larger than S&P’s 
increment.  
 
(498)  Third , barriers to entry into specific segments such as natural resources sector equity 
or US corporate bond indices appear low for existing equity and fixed income index 
suppliers respectively. Therefore, any supplier active in index licensing but not 
currentl y active in the supply of calculation and administration services could enter, 
or if they are already active with a small share, could expand their supply without 
significant additional investment.  
(499)  Finally,  the market investigation did not provide any ind ication that post -Transaction 
there would not remain enough competition in these segments. Indeed, no 
respondent raised concerns with regard to these segments. 392 
(B.iv)  Conclusion  
(500)  For the above  reasons, the Commission considers that the Transaction does not raise  
serious doubts as to its compatibility with the internal market in relation to the 
putative global markets for equity indices, natural resources sector equity indices and 
US Corporate Bond indices.  
6.3.2.3.  Index calculation and administration services (horizontal  overlap)  
(A) The Parties ’ activities  
(501)  Each Party is active in the supply of calculation and administration services for 
(equity and fixed income) indices. Table 7 below shows the market shares of S&P, 
                                                 
390  As per paragraph 20 of the Horizontal Merger Guidelines, t he Commission is unlikely to identify 
horizontal competition concerns in a m erger with a post -merger HHI between 1 000 and 2 000 and a delta 
below 250, or a merger with a post -merger HHI above 2 000 and a delta below 150, except where special 
circumstances apply. The MI did not indicate that any of the special circumstances mentio ned apply.  
391  Replies to questions 15 and 17 of Questionnaire 4, and questions 14 and 23 of Questionnaire 5.  
392  Replies to questions 59, 64 of Questionnaire 4 and questions 56, 58 of Questionnaire 5.  

 
 
103 from [20-30]% to [20-30]%. Bloomberg, DAX -STOXX/Qontigo (Deutsche Börse) 
and FTSE Russell (LSEG/Refinitiv) all have market shares ex ceeding [5-10]% and 
there is a large tail of smaller competitors who could easily expand their position. 
This tail of competitors includes large indices providers (e.g. MSCI, ICE) who are 
well positioned to provide these add -on services.  
(505)  Fourth, barriers to entry for the supply of calculation and administration services are 
very low. It is very easy for small start -ups to start supplying calculation and 
administration services, which is reflected by the successful growth of Solactive in 
recent years and the entry by suppliers such as Moorgate Benchmarks. Solactive’s 
current estimated share of index calculation and administration services is [20-30]%. 
However, the Parties consider that this underrepresents Solactive’s competitive 
impact. Ind eed, Solactive provides a low -cost and flexible service, exerting 
significant pricing pressure on other suppliers and the Parties expect Solactive to 
continue to expand its share of the calculation and administration services market 
going forward. The Noti fying Party adds that it is also very easy for suppliers active 
in index licensing to supply third parties with index calculation and administration 
services. No material investment is required to do so, as they will already have in -
house calculation and a dministration services. Therefore any supplier active in index 
licensing is a potential entrant to the supply of calculation and administration 
services.  
(C) The Commission’s assessment  
(506)  Based on the evidence available to it, the Commission finds that the Trans action is 
unlikely to give rise to competition concerns in the putative global markets for index 
calculation and administration services, or for such services segmented by equity 
indices and fixed income indices.  
(507)  First , while S&P is a stronger provider of index calculation and administration 
services for equity indices, it is a small player for supplying such services for fixed 
income indices, while the reverse is true for IHSM. As such, S&P and IHSM are not 
currently close competitors. Indeed, IHSM is not named as S&P’s closest competitor 
in these markets (or vice versa) by any responding suppliers, and only as the second 
closest competitor by one responding supplier.395  
(508)  Second , strong competitors remain in each of the segments; in the overall index 
calculat ion and administration services Solactive’s market share ( [20-30]%) is very 
close to that of S&P ( [20-30]%), and has been increasing, and there are three other 
providers with market shares above [5-10]% ([10-20]%, [5-10]% and [5-10]%). In 
index calculation  and administration services for equity indices, Solactive and DAX 
both have market shares well above that of IHSM’s increment ( [20-30]%, [10-20]% 
and [5-10]% respectively). Similarly, in index calculation and administration 
services for fixed income indic es, Solactive is larger than the combined entity, and 
there is a long tail of smaller competitors.  
 
(509)  Third , barriers to entry or expansion appear low, as large index providers already 
have in -house calculation and administration services for their own indi ces. 
Therefore, any supplier active in index licensing but not currently active in the 
                                                 
395  Replies to question 21 of Questionnaire 4.  
 
 
104 supply of calculation and administration services could enter, or if they are already 
active with a small share, could expand their supply without significant additional  
investment. Calculation services include daily maintenance and calculation of the 
index, application and treatment of corporate actions, index distribution, and the 
supply of constituent (calculated) data files to the customer. Administration services 
include overseeing the index methodology and any changes thereto etc., i.e. owning 
the rulebooks and performing consultations for changes. A supplier with the 
requisite data, infrastructure and processes in place can enter or expand without a 
large incrementa l burden.  
(510)  Finally,  while the combined market share in certain plausible segments is not low, 
the market investigation did not provide any indication that post -Transaction there 
would not remain enough competition in these segments. Indeed, the majority of 
responding index competitors and customers expect a neutral or positive impact on 
the index calculation and administration services markets.396 
(D) Conclusion  
(511)  For the above  reasons, the Commission considers that the Transaction does not raise 
serious doubts as t o its compatibility with the internal market in relation to the global 
market for index calculation and administration services, or any narrower plausible 
segment.  
6.3.3.  Affected markets – vertical  relationships   
6.3.3.1.   Loan identifiers  (upstream) – Leveraged loan market intelligence (downstream)  
(512)  The Commission assesses below whether the merged entity would have the ability 
and incentives to foreclose access to LXIDs to S&P’s competitors in leveraged loan 
market intelligence as well as t he likely impact of such foreclosure.   
(A) The Parties’ activities  
(513)  Upstream, both Parties are active in loan identifiers (see Section 6.3.2.1 ). There are 
no independent public sources with respect to market shares in the loan identifier 
market. However, the Commission considers that the market coverage of loan 
identifiers as compared by IHSM within its loan pricing and reference data would 
seem to be repre sentative of the whole market based on the responses to the market 
investigation.  
(514)  Downstream, S&P is active in leveraged loan market intelligence with its Loan 
Commentary and Data (LCD) product. IHSM is not active in this market.  
                                                 
396  Replies to question 60 of Questionnaire 4 and question 57 of Questionnaire 5.  

 
 
106 (C) The Commission’s assessment  
(C.i) Input foreclosure  
Ability   
(519)  All responding competitors in leveraged loan market intelligence consider loan 
pricing and r eference data, including loan identifiers to be a very important input.397 
One competitor states: “The only data from IHSM that’s a need -to-have is the LXIDs 
– the pricing data is a nice -to-have but there are viable substitutes.”398 Another 
competitor explains: “Leveraged loan market participants will be interested in at 
least some reference data to understand the borrower and characteristics of the 
loan. Participants who transact in leveraged loans, or who are looking to derive 
certa in types of credit metrics, will need access to loan pricing.”399 
(520)  In response to the question whether not having access to IHSM’s data would degrade 
their product to an extent that customers would stop buying leveraged loan market 
intelligence of LCD’s rival s, the majority  of competitors  answers “It depends”.400 
However, this is mainly driven by the fact that one competitor is currently in 
negotiations with IHSM with respect to LXIDs. Two other competitors or potential 
competitors have tried sourcing LXIDs prev iously but were quoted a price that was 
considered too high. One competitor explains: “(…)customers have asked 
[competitor] if they could use LoanX IDs. 10 years ago [competitor] made an 
attempt to get a license for LoanX IDs, but it was very expensive. [C ompetitor] 
would consider licensing LoanX IDs if the terms were appropriate to satisfy its 
customers’ needs.”401 The high price quoted by IHSM for access to its LXIDs was 
likely in that case a result of the requesting company competing with IHSM in other 
downstream markets. The Commission notes, that this past behaviour clearly 
evidences the ability of the merged entity to foreclose access to LXIDs.  The 
Transaction will increase those incentives and extend them to leveraged loan market 
intelligence, given the  presence of S&P in the downstream market.   
(521)  The remaining competitors in leveraged loan market intelligence are using LXIDs 
and have contracts with IHSM.  One competitor states: “In order to link its 
information to the information in the form used by custom ers, as a practical matter, 
[competitor] must provide identifiers. For the loan market, although this includes 
LoanX IDs (LXIDs) and CUSIPs (US and Canada), LXIDs are the de facto identifier 
used.”402  
(522)  Customers confirm this view. The majority of customers considers receiving LXIDs 
and loan CUSIPs as part of their leveraged loan market intelligence as important.403 
This is because customers require loan identifiers in order to map information, 
analysis and news in LCD to their loan trading activities which inc lude the 
monitoring of a portfolio of loans, loan settlement and cross -referencing to other 
                                                 
397  Replies to question 29 of Questionnaire 6.  
398  Reply to question 29.1 of Questionnaire 6.  
399  Reply to question 29.1 of Questionnaire 6.  
400  Replies to question 30 of Questionnaire 6.  
401  Reply to question 41.1 of Questionnaire 6, supplemented by email received on 29 September 2021.  
402  Minutes of a call with a competitor on 9 June 2021, 16:30 CET, paragraph 30.  
403  Replies to question 32 of Questionnaire 7.  
 
 
107 information , and they consider LXIDs the market standard loan identifier, with loan 
CUSIPs being often referred to as the second best alternative .404   
(523)  Furthermore, S &P’s LCD product also includes LXIDs in one part of the product, 
namely the European Leveraged Loan Index (ELLI) calculated as part of LCD.  
Some customers consider the ELLI a “very important” part of LCD.405 
(524)  Based on the responses to the market investigation , the Commission considers that  
loan identifiers and in particular LXIDs appear to be a critical  input to leveraged 
loan market intelligence.  
(525)  The fact that leveraged loan market intelligence products are differentiated and cater 
to different customer dema nds does not change the importance of LXIDs as an input. 
One of the competitors downstream considers that the use of LXIDs contributes to 
the competitiveness of their product. The competitor is constrained in their choice of 
loan identifier by the input da ta received from another provider, which uses LXIDs: 
“[Competitor] receives CLO data from a business partner with LXIDs and hence 
requires loan pricing data with LXIDs to be able to map end -of-day loan prices to its 
already existing database. [Competitor] is constricted by the business partner's 
choice of identifier for this input. [Competitor] considers its mapping of CLO data to 
companies to be an important product feature.”406 This demonstrates again the 
network effects of loan identifiers, which benefit t he market leading provider IHSM.  
With respect to the question whether other loan identifiers are effective substitutes 
for LXIDs, the Commission understands from the responses to the market 
investigation as well as from the coverage figures provided by the  Notifying Party, 
that other loan identifiers do not offer the requisite coverage. Coverage of all loan 
identifiers competing with the Parties’ loan identifiers is significantly lower. As set 
out in the chapter assessing the horizontal overlap in loan identifiers above, the 
competition between loan identifiers is already not very strong pre -Transaction. 
Furthermore, access to other identifiers is not a sufficient substitute for competito rs, 
who are reacting to customer demands for LXIDs. A competitor states with respect 
to other loan identifiers: “[Competitor] notes that Bloomberg and Refinitiv also 
provide loan identifiers but does not see those identifiers as an alternative to LXIDs 
or CUSIPs. According to [the competitor’s] observations, loan information 
customers only primarily use LXIDs for content mapping, followed by CUSIPs. The 
usage of LXIDs includes mapping data sets internally as well as to external data 
feeds, supporting settle ment and trading and secondary mark -to-market pricing.”407  
As a consequence, the Notifying Party’s view that S&P’s LCD rivals could easily 
substitute LXIDs with another loan identifier is already not credible for this reason. 
Furthermore, the only other loa n identifier which is considered as a close substitute 
is S&P’s loan CUSIP. With the addition of loan CUSIPs, the Transaction strengthens 
the already strong position upstream of IHSM in loan identifiers.  
(526)  The above assessment of the horizontal overlap in lo an identifiers already showed 
that switching costs are high and that customers would unlikely change provider in 
case of partial price -based foreclosure of LXIDs.   
                                                 
404  Replies to question 32.1 of Questionnair e 7. 
405  Replies to question 31 of Questionnaire 7.  
406  Minutes of a call with a competitor on 21 September 2021, 18:00 CET, paragraph 6.  
407  Minutes of a call with a competitor on 9 June 2021, 16:30 CET, paragraph 32.  
 
 
108 (527)  In addition, S&P is currently a strong supplier of leveraged loan market intelligence, 
with the largest global market share, and could easily address demand of new 
customers from the foreclosed competitors.  
(528)  In summary, based on the evidence available to it, the Commission considers that the 
merged entity would have the ability to either partially  or fully foreclose access to 
LXIDs to rival leveraged loan market intelligence providers.   
Incentives  
(529)  The Notifying Party argues that the merged entity would have no incentives to 
foreclose access to LXIDs since it would have to refuse access to its loan pricing and 
reference data which would reduce its profits not only for LXIDs, and it would not 
be likely that the diversion downstream would make up for that loss.  
(530)  However, even taking into account the sales of loan pricing and reference data 
overall, sales of the upstream product to the downstream market’s rivals of the 
merged entity are relatively  low ( less than USD […], i.e. ca. […]% of revenues ). As 
a result,  foreclosure would be profitable even with very low customer switching or 
customers adding LCD (below 1 %)408.  
(531)  In order to estimate the profits at risk of being lost if the merged entity forecloses its 
upstream product, the Commission considered the profit margin of loan pricing and 
reference data upstream (given that no separate revenues/margins are a vailable for 
LXIDs , as IHSM currently does not commercialize them separately from its loan 
pricing and reference data ). The EBITDA409 margin of the pricing valuation and 
reference business segment of IHSM which includes LXIDs stood at […]% 
according to the N otifying Party .410 Applied to the sales of loan pricing data  to the 
downstream market of leveraged loan market intelligence providers of USD […] this 
results in profits potentially at risk of USD […]. 
(532)  These sales of USD […] have been identified by the Notify ing Party as total sales of 
loan pricing data, including LXIDs to the downstream market. However, USD […] 
thereof are sales to [Customers]  who do not compete with S&P’s LCD  in the 
downstream market. A possible foreclosure of loan pricing data including LXIDs 
only to S&P’s downstream competitors would therefore correspond to much fewer  
profits at risk upstream and would be even more profitable from a financial 
incentives perspective.  
(533)  The Commission compares profits lost upstream to the potential increase  in profits 
downstre am from additional sales of S&P ’s LCD . The downstream revenue of S&P 
amounted to USD […]411 The downstream EBITDA margin of the business segment 
covering S&P ’s leveraged  loan market intelligence stood at […]%  in 2020 according 
                                                 
408  Based on revenues and profit margins provided and assuming a market share of IHSM upstream between 
[…]% and […]%. 
409  Earnings before interest tax depreciation and amortization.  
410  Form CO, Chapter on Vertical Relationships. Annex D2.  
411  Form CO, Chapter on Vertical Relationships. Annex D3.  
 
 
109 to the Noti fying P arty.412 Therefore the operating profits downstream derived from 
the existing market share of S&P amounted to USD […].  
(534)  The profits which could be gained from a foreclosure strategy have to be assessed 
taking into account the existing mark et share  of S&P downstream. The merged  
entity would  only be able to increase its market share capturing  customers that do 
not already purchase S&P’s market intelligence products. To take account of this, 
the Commission reduced profits to be potentially gained by [20-30]% which is the 
current market share of S&P downstream according to the Notifying Party .413 
(535)  The proportion of the market purchasing loan pricing data, including  LXIDs 
upstream and leveraged loan market intelligence downstream which is susceptible to 
switch or add S&P as a result of the foreclosure is indeed not 100%. It is corrected 
for the market participants which do not purchase loan pricing data, including LXIDs 
upstream and corrected for  market participants which already purchase  the S&P 
product downstream and would therefore not need to add an S&P downstream 
solution. The Commission considers for this purpose that between 35.8 and  57% of 
customers using loan pricing data including LXIDs upstream and leveraged loan 
market intelligence downstream are susceptible to switch or add S&P solutions 
downstream  following a foreclosure . This figure is calculated by multiplying 
IHSM’s market share upstream ( [50-60]% when IHSM’s market share in loan 
pricing data is considered, [80-90]% when IHSM’s market share in LXIDs is 
considered)  by [70-80]%414, the combined  market share of competitors of S&P 
downstream . 
(536)  Currently S&P derives an operating profit of around USD […] for each percen tage 
point of market s hare downstream.415 Therefore, the operating profits downstream of 
S&P could in theory increase by up to USD […], if S&P could capture the full 
[…]% of the market which is susceptible to switch in the case of a foreclosure 
strategy.  
(537)  The Commission calculate d the critical switching rates for which the operating 
profits lost upstream would be outweighed by operating profits gained downstream. 
As IHSM is not deriving large revenues upstream currently from LXIDs compared 
to the large revenues derived by S&P down stream, the switching rates sufficient to 
create incentives are […].416 From a financial incentives perspecti ve it would 
(conservatively taking into account the higher figure of upstream sales to the 
downstream market of USD […]) be sufficient that 3 -5% of c ustomers upstream add 
the S&P downstream product. More than 3% of respondents to the market 
investigation considered that they would add the S&P downst ream product  if LXIDs 
would no longer be provided to downstream competitors.417  
                                                 
412  Form CO, Chapter on Vertical Relationships. Annex D2.  
413  Form CO, Chapter on Vertical Relationships. Annex D3.  
414  [90-100]% - [20-30]% (S&P’s market share downstream).  
415  USD […] million divided by the market share of [20-30]%. 
416  Switching in this case c an take the form of either switching fully from a competitors’ downstream product 
to S&P’s LCD, but equally can take the form of adding the S&P downstream product.  
417  Replies to question 33 of Questionnaire 7.  
 
 
110 (538)  In the alternative , where a foreclosure strategy would only exclude direct 
downstream competitors of the S&P product from distributing and accessing loan 
pricing data including LXIDs, the critical switching rate would be below 1%. 418 
(539)  As explained above, S&P  is the market lead er downstream with its LCD product 
which points to the attractiveness of this product for customers and potential to 
switch.  The Notifying Party argues that  rival products downstream are no perfect 
substitutes to LCD as the content of all products competin g in that space is 
differentiated. However, as explained above in Section 6.2.11 , all leveraged loan 
market intelligence products pertain to a single  market and are substitutes at least to 
some extent. The differentiated nature of certain offerings  appears also insufficient 
to dismiss the existence of incentives knowing that a  switching of less than 1 % of 
customers would already render the foreclosure strategy profitable.     
(540)  This increases incentives to foreclose, as the merged entity could be relatively 
certain that customers will not easily substitute LXIDs with another loan identifier.  
(541)  Past behaviour of IHSM vis -à-vis two downstream competitors in other markets 
using LXIDs as an input419 also shows that IHSM had th e ability and incentives to 
foreclose in the past , and effectively partially foreclosed access to LXIDs . Two 
competit ors in a downstream market requested access to LXIDs  in the past , but were 
quoted very high prices, amounting to, as one of them put it “a constructive refusal 
to supply”.  The downstream market concerned by this past behaviour is relatively 
concentrated, possibly also as a result of the foreclosure of an upstream product 
(LXIDs) that had  developed network effects over time , and in which IHSM is the 
strongest supplier.  
(542)  Finally, a s already mentioned above, the large majority of competitors in the broader 
pricing and reference data and market intelligence space do not consider t hat they 
provide any essential inputs to the merged entity that would award them any 
negotiating power.420 The Notifying Party’s argument that the merged entity will 
lack incentives due to retaliation risks from S&P’s competitors therefore does not 
seem cred ible. 
Impact  
(543)  Overall, responses of competitors with respect to the impact of the Transaction on 
loan pricing data and loan identifier markets are unanimously negative (not counting 
uninformative responses).421 One competitor expresses its concerns in the fol lowing 
terms : “[Competitor] is concerned that the merged entity might refuse access to 
LXIDs or offer them on worse terms post -transaction , e.g., unreasonable price 
increases, or refusal to allow a license for redistribution. [Competitor] estimates 
that f ollowing the merger, S&P could decide to apply similar terms as currently 
apply to CUSIP also to LXIDs (i.e. increase prices, e.g. by defining many different 
                                                 
418  This is where potential profits lost are co nsidered only in respect of revenues generated by sales of loan 
pricing data including LXIDs to S&P’s downstream competitors, i.e. excluding sales of USD […] to […]. 
419  Reply to question 41.1 of Questionnaire 6, supplemented by email received on 29 Septemb er 2021 and  
Reply to question 23.1 of Questionnaire 6, supplemented by email received on 28 September 2021.  
420  Replies to question 6 of Questionnaire 6.  
421  Replies to question 34 and 41 of Questionnaire 6.  
 
 
111 use cases, restrict use of LXIDs when re -distributing to end -customers who are not 
licensed direct ly by S&P).”422 
(544)  Customers ’ views on the impact of the Transaction on the leveraged loan market 
intelligence market are also not positive, with several negative views  .423  
(545)  Such foreclosure strategy could not only increase prices for end -customers, but also 
impact choice and innovation. Competitors highlight that access to LXIDs enable 
them to provide competitively promising products.  One competitor explains: 
“[Competitor] considers its mapping of CLO data to companies to be an important 
product feature.”424 and adds : “[Competitor] requires identifiers for (…) for 
providing the results of its analyses and data structuring to customers including 
identifiers that customers require/use. (…) For loans, this would be predominantly 
LXIDs and to a lesser extent FIGIs a nd loan CUSIPs as their coverage is more 
limited.”  Another competitor states: “In order to link its information to the 
information in the form used by customers, as a practical matter, [competitor] must 
provide identifiers. For the loan market, (…) this in cludes LoanX IDs (LXIDs) and 
CUSIPs (US and Canada).”  
(C.ii)  Customer foreclosure  
(546)  Customer foreclosure in relation to those markets is not assessed in detail given that 
S&P’s market share downstream is [20-30]% which means that S&P would likely 
not have sufficien t market power to effectively foreclose market access to LXIDs 
rivals upstream. Furthermore, loan identifiers are used in many different downstream 
products apart from leveraged loan market intelligence (e.g. loan pricing and 
reference data, leveraged loan  indices, credit ratings, corporate fundamentals data 
and company credit risk analytics). In addition, no respondent to the market 
investigation expressed concerns with respect to possible customer foreclosure.  
(D) Conclusion  
(547)  Based on the market investigation and other evidence available to the Commission, 
the Commission considers that the Transaction raises serious doubts as to its 
compatibility with the internal market and the functioning of the EEA Agreement 
with respect to the vertical relationship between the Parties’ activities in the 
plausible global market for loan identifiers (upstream) and the plausible global 
market for leveraged loan market intelligence (downstream) by providing the ability 
and incentives to fully or  partially refuse  access to loan identifiers to the merged 
entity’s rivals downstream . This would  lead to rivals ’ being at least partially 
foreclosed and competing less effectively against the leading player S&P , to the 
detriment of choice and quality for end-customers . 
                                                 
422  Minutes of a call with a competitor on 9 June 2021, 16:30 CET, paragraph 35.  
423  Replies to question 49 of Questionnaire 7.  
424  Minutes of a call with a competitor on 21 September 2021, 18:00 CET.  

 
 
113 (551)  In any case, the Notifying Party claims that the merged entity would have neither 
ability nor incentives to foreclose loan reference data, given a) its modest presence 
upstream, b) the low importance of the inp ut for the downstream product, c) 
foreclosure would not be profitable as the merged entity would give up profits 
upstream with no realistic diversion of customers downstream, and d) downstream 
competitors are also important input providers to the merged en tity and foreclosure 
would risk retaliation.  
(C) The Commission’s assessment  
(552)  Several downstream competitors responding to the market investigation do report 
that they use loan reference data and loan identifiers as an input to their company 
fundamentals data o ffering.428 As noted in the above chapter on the horizontal 
overlap in loan identifiers, the Parties’ position upstream is very strong and likely 
dominant even with IHSM’s LXIDs only. The Commission therefore considers that 
the merged entity would in princip le have the ability to foreclose access to LXIDs 
for competing fundamentals data providers. However, the Commission notes that on 
the downstream market, S&P is currently only the 3rd or 4th player, behind Refinitiv 
and FactSet, and of comparable size to Bl oomberg, and hence may not have the 
ability to fully capture demand lost by competitors.  
(553)  A market participant expressed specific concerns in relation to LXIDs as an input: 
“[Competitor] is concerned about a potential full foreclosure of LXID identifiers 
post-Transaction, which would prevent [competitor] from properly matching 
instruments with issuers, decreasing its content quality in the Fundamentals data 
market. For customers, the ability to link loan pricing and reference data with 
fundamentals and rati ngs data is particularly important, because it supports full 
company level capital structure and credit analysis.”429 However, the competitor 
complaining about potential foreclosure of LXIDs does not expect the Transaction to 
have a negative impact on the fu ndamentals data market.430  In addition, no other 
providers in the downstream market raised possible concerns. Other providers in the 
downstream market did not raise this concern and currently operate successfully. 
without LXIDs as an input, with a combined market share of [50-60]-[60-70]%. This 
points to LXIDs potentially not being essential in order to compete or the merged 
entity not having the ability to foreclosure the downstream market.  
(554)  With respect to incentives, the Commission notes that S&P’s market share is 
relatively limited and hence the market share based on which the merged entity 
would benefit from a higher price level as a result of raising rivals’ costs would be 
limited. Second, there are several  competitors downstream, most of which operate 
their fundamentals data business while not having access to LXIDs or wishing to 
have access to LXIDs, including some with higher market shares than S&P.  
(555)  In terms of impact of possible foreclosure, several downstream competitors highlight 
that they currentl y do not source this input from IHSM  and do not expect an impact 
of the transaction on their businesses or on competition.  
                                                 
428  Replies to question 6 of Questionnaire 8.  
429  Minutes of  a call with a competitor on 25 June 2021, 14:00 CET.  
430  Reply to question 12 of Questionnaire 8.  
 
 
114 (556)  From a customer perspective, views are mixed, with some customers considering it 
important to be able to match bank loan transaction s/pricing with other fundamentals 
data, but others not.431 Ultimately, as indicated above, the competitor complaining 
about potential foreclosure of LXIDs does not expect the Transaction to have a 
negative impact on the fundamentals data market.432  
(D) Conclusion  
(557)  Based on the market investigation and other evidence available to it, the 
Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market and the functioning of the EEA Agreement 
with respect to the  vertical relationship between the Parties’ activities in the 
plausible global market for loan identifiers (upstream) and the plausible global 
market for fundamentals data (downstream).  
6.3.3.3.  Loan pricing and reference data (upstream) – Leveraged loan market int elligence 
(downstream)  
(558)  The Commission assesses below whether the merged entity would have the ability 
and incentives to foreclose access to IHSM’s loan pricing and reference data to 
S&P’s competitors in leveraged loan market intelligence as well as the lik ely impact 
of such foreclosure.  
(A) The Parties’ activities  
(559)  Upstream IHSM is active in loan pricing data with a market share of ca. [50-60]% 
and loan reference433 data with a market share of ca. [5-10]% (the market share in an 
overall market of loan pricing and  reference data would be ca. [30-40]%). IHSM 
collects loan pricing data mainly from financial institutions trading in loans (market -
making desks primarily but also information from the buy -side) in the form of so -
called “dealer runs” (quotes provided by ba nks to their customers on the terms on 
which they are willing to buy or sell a loan , which are provided to IHSM 
electronically) and messages.434 The data covers bid -offer pricing analytics and 
liquidity measures for over […] leveraged loan facilities globall y, as well as some 
private or “club” loans.  
(560)  Downstream, S&P is in the leading provider of  leveraged loan market intelligence 
with a market share of [20-30]% (see Section 6.3.3.1 ). 
                                                 
431  Replies to question 11 of Questionnaire 9.  
432  Reply to question 12 of Questionnaire 8.  
433  Given IHSM’s more limited position in loan reference data, the market would not be affected when 
considered in isolation upstream. However, given that the Commission has not concluded on whether loan 
pricing and reference data are separate markets or one market, the Commission will present the reasons 
for which  it co ncludes that no concerns arise also in case a wider market was considered.  
434  Form CO, Chapter on Vertical Relationships, paragraph 3.15.  

 
 
116 a different view on the importance. All competitors responding to the market 
investigation are of the view that loan pricing and/or reference data are  an important 
input into leveraged loan market intelligence.435 One competitor states: “Loan 
pricing and reference data are key inputs for leveraged loan market intelligence, 
without which such market intelligence would have little / no content and therefore 
be of little value.”436 However, another competitor states: “The only data from IHSM 
that’s a need -to-have is the LXIDs – the pricing data is a nice -to-have but there are 
viable substitutes.”437 Another competitor explains: “Participants who transact in 
leveraged loans, or who are looking to derive certain types of cred it metrics, will 
need access to loan pricing.”438 While that answer is not entirely clear  with respect 
to whether loan pricing and reference data is a necessary input to leveraged loan 
market intelligence, it highlights that the need for this input may vary depending on 
the customer type.  
(565)  Competitors were generally of the view that several of the other loan pricing data 
providers (Refinitiv, Bloomberg, Solve Advisors) provide a loan pricing data 
product that is a credible alternative to IHSM’s loan pricing da ta.439 Best Credit Data 
and Advantage are not considered credible alternatives, while Solve Advisors, who 
are not figuring in the above market shares, was considered an alternative.440 The 
same is true for most of the other loan reference data providers (Refin itiv, 
Bloomberg).441 
(566)  The Commission notes that even though loan pricing and reference data would seem 
to be considered an important input by most competitors in leveraged loan market 
intelligence, all competitors agree that sufficient alternative providers of loan pricing 
and reference data will remain on the market post -Transaction.  No provider of 
leveraged loan market intelligence indicates that not having access to IHSM’s loan 
pricing and reference data would de grade their product.442  
(567)  If a wider market upstream was considered, i.e. a market comprising both loan 
pricing and reference data, the Commission notes that IHSM’s market share in the 
loan reference data market (ca. [5-10]%) is significantly smaller than in loan pricing 
data (ca. [50-60]%), so that IHSM’s  market share upstream would be lower  (ca. [30-
40]%) in a broader market . While the number of competitors able to provide both 
loan pricing and reference data is smaller (i.e. effectively limited to Bloomberg  and 
Refinitiv), those two other competitors have significant market share s ([20-30]% and 
[20-30]% respectively  in the broader market comprising both loan pricing and 
reference data ), and are considered credible alternatives by market participants .  
(568)  Second , in terms of incentives, sales of the upstream product to downstream  
competitors are very low  (just USD […]), and hence could speak rather in favour of 
incentives, given that the profit lost upstream would be very limited. Given that there 
are alternative providers the incentives to fully foreclose may be limited, as 
                                                 
435  Replies to question 29 of Questionnaire 6.  
436  Reply to question 29.1 of Questionnaire 6, supplemented by separate e mail on 28 September 2021.  
437  Reply to question 29.1 of Questionnaire 6.  
438  Reply to question 29.1 of Questionnaire 6.  
439  Replies to question 16 of Questionnaire 6.  
440  Reply to question 16.1 of Questionnaire 6.  
441  Replies to question 18 of Questionnaire 6 . 
442  Replies to question 30 of Questionnaire 6.  
 
 
117 downstream competitors could not effectively be fully foreclosed by the merged 
entity. A partial foreclosure in the form of price increases could however be 
profitable given that less profit would be lost upstream and switching loan pricing 
data provider for downstream competitors is not fast and easy.  In any case, there is 
no need to conclude on whether the merged entity would have incentives to foreclose 
downst ream rivals, as the Parties have offered to divest S&P’s leveraged loan market 
intelligence business to remedy the concerns raised in relation to the vertical link 
between loan identifiers upstream and leveraged loan market intelligence 
downstream , thus re moving any possible incentive . 
(569)  The Commission also does not consider that the retaliation risk from […] in case of 
a foreclosure strategy in regard to loan pricing data is particularly strong , given that 
S&P is also active in […], including with much highe r market share and coverage 
than […], and could in turn restrict access to its credit ratings.  
(570)  However, in any case , no competitor  express ed concerns with respect to customers 
switching away from their leveraged loan market intelligence product, if they n o 
longer had access to IHSM’s loan pricing and/or reference data.443 Based on the 
above responses to the market investigation, the Commission concludes that the 
merged entity would likely not have the ability or incentives to foreclose access to 
IHSM’s loan pricing data post -Transaction, and that therefore, there is unlikely to be 
a significant impact of the Transaction on competition in those markets as a result of 
the Transaction.  
(571)  Customer foreclosure in relation to these markets is not assessed in detail g iven that 
S&P’s market share downstream is [20-30]% which means that S&P would likely 
not have sufficient market power to effectively foreclose market access to IHSM’s 
rivals upstream. Furthermore, loan pricing data is used in many different 
downstream pro ducts apart from leveraged loan market intelligence (e.g. leveraged 
loan indices, credit ratings and company credit risk analytics). In addition, no 
respondent to the market investigation expressed concerns with respect to possible 
customer foreclosure.  
(D) Conclusion  
(572)  Based on the market investigation and other evidence available to the Commission, 
the Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market and the functioning of the EEA Agreement  
with respect to the vertical relationship between the Parties’ activities in the 
plausible global market for loan pricing and/or reference data (upstream) and the 
plausible global market for leveraged loan market intelligence (downstream).  
6.3.3.4.  Loan pricing and reference data (upstream) – Company credit risk analytics 
(downstream)  
(573)  The Commission assesses below whether the merged entity would have the ability 
and incentives to foreclose access to IHSM’s loan pricing and reference data to 
S&P’s competitors in company credit risk analytics as well as the likely impact of 
such foreclosure.   
                                                 
443  Replies to question 30 of Questionnaire 6.  

 
 
119 foreclose loan pricing data to downstream competitors in company credit risk 
analytics.  
(578)  In terms of incentives, given the high margins of IHSM’s loan pricing data upstream  
([…]%)445, giving up revenue upstream to potentially recoup revenues through 
increased margins or a higher market share downstream seems unlikely to be 
profitable . In particular, there are unlikely to be incentives for full foreclosure as this 
is unlikely to be effective, given the presence of other providers upstream that are 
consi dered credible alternatives. This is even more the case, given that the loan 
pricing data being used as an input in the downstream product is one of many inputs 
and it is unlikely to make a distinguishable difference for customers of the 
downstream product , from which upstream provider this data is sourced.  
(579)  Furthermore, the Commission notes that none of the respondents to the market 
investigation (including S&P’s main competitors in the downstream market) 
expressed foreclosure concerns with respect to this  vertical link.  
(580)  Customer foreclosure in relation to th ese markets is not assessed in detail given that 
S&P’s market share downstream is less than [5-10]% which means that S&P would 
likely not have sufficient market power to effectively foreclose market access to 
IHSM’s rivals upstream. Furthermore, loan pricing data is used in many different 
downstream products apart from company credit risk analytics (e.g. leveraged loan 
market intelligence, leveraged loan indices, credit ratings). In addition, no 
respo ndent to the market investigation expressed concerns with respect to possible 
customer foreclosure.  
(D) Conclusion  
(581)  Based on the market investigation and other evidence available to it, the 
Commission considers that the Transaction does not raise serious doubts  as to its 
compatibility with the internal market and the functioning of the EEA Agreement 
with respect to the vertical relationship between the Parties’ activities in the 
plausible global market for loan pricing and/or reference data (upstream) and the 
plausible global market for company credit risk analytics (downstream).  
6.3.3.5.  Loan pricing and reference data (upstream) – Leveraged loan indices (downstream)  
(A) The Parties’ activities  
(582)  Upstream IHSM is active in loan pricing data with a market share of ca. [50-60]% 
(see chapter 6.3.3.3 ) and loan reference data with a market share of ca. [5-10]% (the 
market share in an overall market of loan pricing and reference data would be ca. 
[30-40]%). Downstream, S&P and IHSM are both active in leveraged loan indices, 
S&P with a market share of [90-100]% and IHSM with a market share of [0-5]% 
(see chapter 6.3.2.2 ). 
                                                 
445  Margin data is only available at the level of pricing data overall ( […]% for pricing data in 202 1 based on 
[…]), see Notifying Party’s response to RFI 19, Annex 1.  
 
 
120 (B) The Notifying Party’s view  
(583)  According to the Notifying Party,  the merged entity would not have the ability to 
foreclose access to loan pricing data as access to IHSM’s loan pricing data is not 
necessary to compete in the supply of leveraged loan indices. S&P itself does not 
source its loan pricing data from IHSM but  from [Names of S&P's suppliers] . Apart 
from that, the Notifying Party submits that ICE and Bloomberg are credible 
alternative suppliers of this data.  
(584)  In terms of incentives, the Notifying Party notes that foreclosure would not result in 
customers divertin g to S&P’s leveraged loan indices as alternative  loan pricing data 
input is available and leveraged loan indices are in any case substitutable with other 
indices tracking floating -rate fixed income securities (some leveraged loan indices 
benchmark against Bloomberg or ICE fixed income indices).  
(C) The Commission’s assessment  
(585)  In terms of possible input foreclosure, t he Commission notes that in its assessment of 
the horizontal overlap in leveraged loan indices, some evidence pointed to IHSM 
being one of only tw o providers of the relevant loan pricing input data for leveraged 
loan indices. This is because index providers require the “highest quality” pricing 
data in the form of actual prices or quotes submitted when trading loans. A majority 
of index customers re sponded that it is important/relevant for them which loan 
pricing and reference data is used to calculate loan indices they license.446 The 
respondents mention as possible suppliers mostly IHSM and Refinitiv447, supporting 
the evidence cited above . When asked whether IHSM, ICE, Refinitiv and Bloomberg 
are substitutable in terms of the loan data they provide, most customers reply that 
this depends on the product for which that data is used.448  
(586)  In any case, the only downstream competitors are currently S&P and IHS M, so only 
potential competitors could be foreclosed.   
(587)  From a customer foreclosure perspective, the merged entity would have the ability to 
stop purchasing from upstream competitors of IHSM. However, the upstream 
competitors also sell their loan pricing an d reference data to other customers and not 
only to providers of leveraged loan indices. The proportion of IHSM’s total sales in 
the upstream loan pricing and reference data market to the downstream leveraged 
loan index market are [0-5]% and [20-30]% respe ctively.449 Hence, a foreclosure of 
IHSM’s upstream rivals is unlikely to have any impact on their ability to compete 
upstream.  
(588)  In any case,  given the serious doubts raised in relation to the horizontal overlap in 
leveraged loan indices, for which the Notify ing Party has offered S&P’s downstream 
business as a commitment, see chapter 6.4.4 , the Commission does not need to 
conclude its assessment on incentives and impact , as the divestment eliminates 
possible incentives (by removing the overlap resulting from t he Transaction)  and 
hence, no concerns can plausibly arise.  
                                                 
446  Replies to question 45 of Questionnaire 5.  
447  Replies to question 45.1 of Questionnaire 5.  
448  Replies to question 45.2 of Questionnaire 5.  
449  Form CO, Chapter on Vertical Relationships,  Annex D2.  

 
 
122 would be unlikely that customers would divert their business because of this. 
Furthermore, the N otifying Party believes that its credit rating rivals provide it with 
important inputs and that it would risk retaliation if it were to foreclose access to 
loan pricing or reference data.  
(C) The Commission’s  assessment  
(594)  The Commission’s market investigation c onfirms the Notifying Party’s views with 
respect to this link. Competitors do not consider IHSM’s loan pricing data as 
particularly unique or indispensable as an input to their credit ratings. A competitor 
downstream explains: “[Competitor] particularly do es not use any IHSM data 
directly as input to its rating analysis. [Competitor] do use S&P’s SNL product as 
an ancillary input but could, if needed, also produce those data by itself with some 
time.”450 Several competitors remain upstream that are considered  equally credible. 
Therefore, the Commission considers that the merged entity will have no ability to 
foreclose loan pricing and/or reference data to competitors of S&P in credit ratings.  
(595)  In terms of incentives, customers do not chose a credit rating agenc y based on the 
loan pricing and/or reference data they use.451 Hence, a foreclosure of this data 
would (a) not have any significant effects on rival credit rating agencies and (b) not 
lead to diversion of customers because of the foreclosure.  
(596)  Finally, s evera l competitors in credit ratings of different sizes are not  concerned with 
respect to foreclosure of loan pricing or reference data.452 
(597)  The Commission’s investigation indicates that the Transaction is also unlikely to 
give rise to customer foreclosure of loan  pricing and reference data providers. As 
loan pricing and reference data are an input into a multitude of downstream products 
(in addition to being sold standalone to end customers), customer foreclosure 
concerns are unlikely to arise as a result of the T ransaction.  
(D) Conclusion  
(598)  Based on the market investigation and other evidence available to it, the 
Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market and the functioning of the EEA Agreeme nt 
with respect to the vertical relationship between the Parties’ activities in the 
plausible global market for loan pricing and/or reference data (upstream) and the 
plausible global market for credit ratings (downstream).  
6.3.3.7.  CDS pricing data (upstream) - Com pany credit risk analytics (downstream)  
(599)  The Commission assesses below whether the merged entity would have the ability 
and incentives to foreclose access to IHSM’s CDS pricing data to S&P’s competitors 
in company credit risk analytics as well as the likely  impact of such foreclosure.   
                                                 
450  Minutes of a call with a competitor on 19 August 2021, 15:30 CET.  
451  Replies to question 8 of Questionnaire 10.  
452  Minutes of a call with a competitor on 1 July 2021, 15:00 CET, Minutes of a call with a competitor on 9 
June 2021, 16:30 CET, Minutes of a call with a competitor on 19 August 2021, 15:30 CET.  

 
 
124 CDS pricing data.453 In any case, S&P is not active upstream or downstream of the 
CDS standard rate curve.  
(C) The Commission’s assessment  
(604)  The Commission notes that a number of market participants believe that the 
Transaction will have a negative impact on the CDS pricing data market, but none of 
the respondents are competitors in company credit risk analytics.454 Some o f the 
respondents explain their negative views with a (not further specified ) risk of 
bundling, but do not substantiate their views.455 Apart from that, none of the 
respondents to the market investigation raised concerns in relation to CDS pricing as 
an inpu t to company credit risk analytics. Respondents to the market investigation 
confirm the Notifying Party’s view that there are a number of credible alternatives 
for IHSM’s CDS pricing data.456 The Commission therefore considers that the 
merged entity would not seem to have the ability to foreclose its CDS pricing data to 
downstream rivals of S&P.  
(605)  The Commission received on e complaint with respect to possible input foreclosure 
in relation to CD S standard rate curves. One competitor claims that there is an input 
relationship between IHSM’s standard rate curves and S&P’s Credit Default Swaps 
Market Derived Signals (CDS MDS). The Notifying Party however confirms that 
S&P’s product uses CDS pricing data as an input, but not the CDS standard rate 
curve.457 Even if competing downstream products were to use the CDS standard 
rates curve as an input (of which IHSM is the only provider globally), the addition of 
a [5-10]% market share downstream does not app ear likely to change incentives for 
the merged entity significantly. No other market participants expressed any concerns 
with respect to this link. The Commission further notes that the relevant competitor 
provides a number of inputs to the merged entity t hat would seem to award certain 
bargaining power.458 Hence, the Transaction is unlikely to have an effect on 
competition in the company credit risk analytics market , be it as a result of the 
upstream link with CDS pricing data or the potential market for a C DS standard rate 
curve .  
(606)  Customer foreclosure in relation to these markets is not assessed in detail given that 
S&P’s market share downstream is ca. [10-20]% which means that S&P would 
likely not have sufficient market power to effectively foreclose market  access to 
IHSM’s rivals upstream. Furthermore, CDS pricing data is used in many different 
downstream products apart from company credit risk analytics (e.g. leveraged loan 
market intelligence, leveraged loan indices, credit ratings). In addition, no 
respo ndent to the market investigation expressed concerns with respect to possible 
customer foreclosure.  
                                                 
453  Notifying Party’s response to RFI 21 question 5.  
454  Replies to question 38 of Questionnaire 6.  
455  Replies to question 38.1 of Questionnaire 6.  
456  Replies to question 15 of Questionnaire 6 . 
457  Notifying Party’s response to RFI 21, paragraph 5.6.  
458  Notifying Party’s response to RFI 10, Annex 10.  



 
 
128 of the Transaction. IHSM already has the ability to restrict access to RED Codes , as 
it is already active downstream,  and has never done so. Furthermore, according to 
the Notifying Party, the merged entity would face retaliation risks from downstream 
competitors who supply important inputs to the merged entity.  
(C) The Commission’s assessment  
(620)  First, the Commission notes that effectively the link between RED Codes and cross –
reference tools is existing pre -Transaction given that IHSM is also  active 
downstream. However, this presence in the market is recent and it could be argued 
that IHSM and S&P do not compete closely given S&P’s much broader coverage 
and longer history ( more than 20 years). Indeed, responses to the market 
investigation conf irm that the cross -reference tools of S&P and IHSM are not 
considered to compete very closely.461 
(621)  Second, two competitors with a combined market share of ca. [20-30]% currently 
compete without access to RED Codes. This points to RED Codes not being very 
impo rtant for operating a successful cross -reference tool.  
(622)  Third, the Commission notes that customers do not consider switching cross -
reference tool provider easy in terms of time and cost to invest.462 Since RED Codes  
are only relevant for CDS (unlike other ide ntifiers such as entity identifiers or 
security identifiers that have broader use cases) they are unlikely to be required by a 
large number of customers of cross -reference tools. Foreclosing access to 
competitors is therefore unlikely to lead to switching of a significant number of 
customers away from S&P’s rivals. Therefore, any impact on competition in the 
market for cross -reference tools would likely be very limited, even in case of full 
foreclosure of competitors.  
(623)  This is confirmed by  customers respondi ng to the market investigation, all of which 
expect the impact of the Transaction on the market for cross -reference tools to be 
neutral or positive.463 
(D) Conclusion  
(624)  Based on the market investigation and other evidence available to it, the 
Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market and the functioning of the EEA Agreement 
with respect to the vertical relationship between the Parties’ activities in the 
plausible global market for RED Co des (upstream) and the plausible global market 
for cross -reference tools (downstream).   
6.3.3.10.  CUSIP s (upstream) – Indices (downstream)  
(A) The Parties’ activities  
(625)  S&P manages and operates the CUSIP system on behalf of the American Bankers 
Association (the “ABA”) whi ch is the ultimate owner of all relevant intellectual 
                                                 
461  Replies to question 40 of Questionnaire 7.  
462  Replies to question 39 of Questionnaire 7.  
463  Replies to question 51 of Questionnaire 7.  

 
 
130 preclude S&P from hypothetically favouring SPDJI’s indices operations. And 
(ii) S&P licenses CUSIPs on a FRAND basis and would suffer reputational 
and commercial damages reneging on this commitment.  Moreover , the 
Notifying Party submits that in this case the ABA would almost certainly 
remove S&P’s licence as the adm inistrator of the CUSIP system, since t he 
ABA has an interest in making CGS’s data as broadly available, accessible 
and adopted in the financial i ndustry as possible; any commercial practice 
that may restrict access to those identifiers would undermine their status as 
market standards, with a negative impact on the value of the ABA’s 
intellectual property.  
(b) S&P would also have no incentive to forecl ose access to CUSIP  data as, (i)  
There is already a vertical link with S&P’s pre -existing indices business, but 
CGS has never restricted access to CUSIPs to support SPDJI’s established 
equity indices business or to encourage the entry / expansion of the fi xed 
income indices business. There is no reason why it should attempt to do so 
post-Transaction, in particular given the limited change downstream (the 
Transaction will have a negligible impact on S&P’s equity indices business 
and the combined fixed income  indices business [S&P revenue information]  
than S&P’s existing equity indices business where, as above, S&P has never 
sought to foreclose access to CUSIP data). Indeed there is no plausible basis 
on which S&P would wish to do so given the potentially sign ificant 
ramifications on its wider CUSIP business, as detailed above. A nd (ii) it 
would face retaliation risk  from downstream indices competitors , in 
particular from companies like [names of S&P's suppliers] , all of whom 
supply important inputs to S&P curr ently across a range of product areas.  
(C) The Commission’s assessment  
(629)  The Commission’s investigation indicates that the Transaction is unlikely to give 
rise to input foreclosure.467 
(630)  First , the Commission notes that the governance of the CUSIPs and the oversight  by 
the ABA provide a certain comfort that S&P would not be able to favour its own 
downstream businesses to the detriment of rivals. The ABA confirms that they focus 
on this aspect and have not observed such behaviour by S&P in the past;  “One of the 
most i mportant factors that gives ABA confidence that CUSIPs are managed as 
agreed is that [summary of contractual arrangements between CGS and the rest of the 
S&P business]  no S&P business receives preferential treatment relative to third 
parties…ABA considers that these restrictions have in the past been respected .”468 In 
terms of the operational governance, the ABA confirms that it “ is in frequent contact 
with CGS, and regularly monitors all aspects of the agreement between ABA and 
CGS .” Lastly, the S&P would be  deterred from anti -competitive behaviour in breach 
of its understanding with the ABA, since while the ABA “ has never in the past 
                                                 
467  Given that S&P is the only entity currently authorized to issue CUSIPs, there are no current or potential 
rivals upstream that could be foreclosed by customer forec losure. Moreover CUSIPs and other identifiers 
have a large number of users and use cases outside of indices, including mandatory use in settlement in 
the US and as such it is not plausible that identifier providers could be foreclosed based on these 
downst ream activities. Customer foreclosure with respect to CUSIPs upstream is thus not considered 
further.  
468  Minutes of call with ABA, 31 August 2021.  
 
 
131 considered revoking the CUSIP license from S&P. … [it] would not hesitate to 
ensure that the contract is respected and would ta ke all appropriate steps to enforce 
its terms .”  
(631)  Second , and relatedly, the Commission notes that S&P has a public FRAND 
commitment, which, if effective , would deprive the company from the ability to 
engage in input foreclosure. CGS’ statement on its websi te reads that “CGS seeks to 
charge fair, reasonable and non -discriminatory license fees for providing the 
convenience and functionality of direct or indirect access to and benefit of CGS 
Data…” .469 However, this commitment results from a voluntary decision o f S&P 
which the company could formally decide to overturn one way or another, even if it 
led to some reputational cost, as mentioned by the Notifying Party. In addition, there 
is no formal mechanism set up for customers to enforce this commitment. The exte nt 
to which the FRAND commitment is effective is uncertain, in particular in relation 
to the fairness of prices and licensing practices for CUSIPs . With regard to CUSIPs, 
one respondent replied “ We have not experienced massive price increases on this 
segme nt of data ”470 while another respondent referred to the “ charging of high 
monopoly rents ” from CUSIPs and “ exploitative ” behaviour.471 While, for the 
purposes of this decision, the Commission is unable to comment on the fair or 
excessive nature of CUSIP  prices, this trend of continuous price increase may 
indicate that the FRAND commitment is partially in effective. However, the 
Commission also notes that the “ ABA sometimes receives enquiries by their 
members on whether CGS could offer them discounts given  their ABA membership, 
but ABA’s response is always that all CGS’s relationships are on an arm’s length 
basis and no one can receive preferential treatment. Other than that, the ABA does 
not receive many complaints from the market place (CGS needs to infor m the ABA 
of any complaints it receives) relating to the FRAND basis of CUSIPs ” (emphasis 
added). Moreover, S&P’s FRAND commitment could deter de facto  total 
foreclosure strategies which would be more easily detectable, as they would amount 
to a refusal to  supply.  
(632)  Third , the Commission notes that past behaviour speaks against ability and incentive 
for input foreclosure of CUSIPs; indeed, S&P is already active downstream of 
CUSIPs in several different markets, including equity indices, which are larger than 
the markets considered here. It would not be likely that the combined entity would 
have the ability or incentive post -Transaction to implement input foreclosure for 
smaller potential gains downstream.  
(633)  Fourth , and last, no respondent to the market investig ation raised concerns in 
relation to the impact of the Transaction in any of these markets  due to an input 
foreclosure of CUSIPs .472 
                                                 
469  See S&P’s statement on its licensing policy on its official website: 
https://www.cusip.com/services/license -fees.html#/CGSLicensingPoliciesFAQs  (accessed on 15 October 
2021).  
470  Reply to question 42 of Questionnaire 6.  
471  Replies to question 7 of Questionnaire R3.  
472  For example, the large majority of competitors in financial indices stated that it would not be realistic for 
S&P to deny access to CUSIPs as an input to their indices post -Transaction. See replies to question 46 of 
Questionnaire 4.  
 
 
132 (D) Conclusion  
(634)  For the above  reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compa tibility with the internal market in relation to the 
vertical relationships arising between CUSIPs  (upstream) and indices downstream  
(regardless of the precise segmentation ). 
6.3.3.11.  CUSIP s (upstream) – Other markets (downstream)  
(A) The Parties’ activities  
(635)  As described above, S&P manages and operates the CUSIP system on behalf of the 
ABA .  
(636)  IHSM uses CUSIP  data as an input for various downstream products including473: 
(a) Pricing and Reference data . CUSIP data is used as an input into certain of 
IHSM’s pricing and reference datasets, namely loan pricing data, loan 
reference data, bond pricing data and bond reference data.  
(b) Equities and regulatory reporting . IHSM's dividend forecasting service 
provides independent estimates of the amount and timing of dividend 
payment s, allowing customers to understand better how companies are 
performing and what their projected dividends are. Dividend estimates for 
global securities are based on equity research, market announcements and 
unique quantitative insight, covering (as far as  IHSM’s service is concerned) 
over 28,000 stocks (for which CUSIP data is required to identify relevant 
stocks). In addition to this research -based methodology, IHSM also applies 
advanced analytics and predictive modelling to predict company dividends 
(which, again, may make use of CUSIP data).  
(c) Managed corporate actions data .  
(d) Issuer solutions.  IHSM offers BD Corporate, a CRM investor relationship 
platform. CUSIPs  are a component of the securities ownership data that 
IHSM distributes as part of BD Corporate . 
(e) Investor and a dministration services . IHSM offers Profile Builder, a tool for 
producing buy side investor profiles, proving insight into investors by 
incorporating global ownership data, contacts and biographical content. 
CUSIPs  are a component of the da ta that IHSM makes available as part of 
Profile Builder.  
(f) Institutional holdings/investor data . IHSM uses CUSIP  data as a component 
of the securities ownership data that it distributes as part of its offering.  
(637)  As S&P’s market share in CUSIPs upstream  is 100%, all of these markets are 
vertically affected.  
(638)  Table 18 below shows the market shares of the Parties’ and their main competitors in 
other markets downstream of CUSIPs  in 2020:  
                                                 
473  CUSIPs are also an input into cross -reference services; however, S&P is already active in this downstream 
market and IHSM’s increment is very low, at [0-5]%. As such, this overlap is considered largely pre -
existing and is not likely to be affected by the Transaction; it i s not considered further in this Decision.  

 
 
134 (B) The Notifying Party’s view  
(639)  The Notifying Party submits that the Transaction does not raise concerns in 
particular because:480  
(a) S&P would have no ability to foreclose access to CUSIP data to downstream 
rivals because: (i) Under the terms of its arrangement with t he ABA, 
[summary of contractual arrangements between CGS and the rest of the S&P 
business] . And (ii) S&P licenses CUSIPs on a FRAND basis and would 
suffer reputational and commercial damages reneging on this commitment. 
Moreover, the Notifying Party submits that in this case the ABA would 
almost certainly remove S&P’s licence as the administrator  of the CUSIP 
system, since the ABA has an interest in making CGS’s data as broadly 
available, accessible and adopted in the financial industry as possible; any 
commercial practice that may restrict access to those identifiers would 
undermine their status as market standards, with a negative impact on the 
value of the ABA’s intellectual property.  
(b) S&P would also have no incentive to foreclose access to CUSIP data as, (i) 
There is already a vertical link with S&P’s pre -existing business in several 
markets, b ut CGS has never restricted access to CUSIPs to support S&P’s 
business or to encourage the entry / expansion of its own business. There is 
no reason why it should attempt to do so post -Transaction. Indeed, there is no 
plausible basis on which S&P would wis h to do so given the potentially 
significant ramifications on its wider CUSIP business. And (ii) it would face 
retaliation risk from downstream competitors, in particular from companies 
like [names of S&P's suppliers] , all of whom supply important inputs t o S&P 
currently across a range of product areas.  
(C) The Commission’s assessment  
(640)  The Commission’s investigation indicates that the Transaction is unlikely to give 
rise to input foreclosure .  
(641)  First , as explained above in paragraph (630)  the Commission notes that the 
governance of the CUSIPs and the oversight by the ABA provide a certain comfort 
that S&P would not be able to favour its own downstream bu sinesses to the 
detriment of rivals. The ABA confirms that they focus on this aspect and have not 
observed such behaviour by S&P in the past and S&P would be deterred from anti -
competitive behaviour in breach of its understanding with the ABA.  
(642)  Second , and  relatedly, the Commission notes that S&P has a public FRAND 
commitment, which, if effective , would deprive the company from the ability to 
engage in input foreclosure. While, for the purposes of this decision, the 
Commission is unable comment on the fair or excessive nature of CUSIP prices, 
S&P’s FRAND commitment could deter de facto  total foreclosure strategies which 
would be more easily detectable, as they would amount to a refusal to supply.  
(643)  Third , the Commission notes that past behaviour speaks against  ability and incentive 
for input foreclosure of CUSIPs; indeed, S&P is already active downstream of 
                                                 
480  Form CO, Chapter on Vertical Relationships, paragraphs 3.103 and 3.117.  
 
 
135 CUSIPs in several different markets, including equity indices, which are larger than 
the markets considered here. It would not be likely that the combined e ntity would 
have the ability or incentive post -Transaction to implement input foreclosure for 
smaller potential gains downstream.  
(644)  Fourth , and last, no respondent to the market investigation raised concerns in 
relation to the impact of the Transaction in a ny of these markets due to an input 
foreclosure of CUSIPs.481 
(D) Conclusion  
(645)  For the above reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
vertical relations hips arising between CUSIPs (upstream) and pricing and reference 
data, equities and regulatory reporting, issuer solutions, managed corporate actions 
data, institutional holdings/investor data, and investor and administration services  
downstream (regardless of the precise segmentation).  
6.3.3.12.  Credit ratings (upstream) – Indices  (downstream)  
(646)  Indices providers select securities that qualify for inclusion in their indices using pre -
determined and publicly available eligibility rules or factors that are included in the 
index methodology.  
(647)  One common factor for fixed income and CDS  indices methodologies  is a financial  
instrument’s risk profile. Financial i nstruments , and in particular debt securities,  can 
be considered “investment grade” , i.e. low risk but  generating a lower return,  or 
“high yield” , i.e. offering higher returns, but with more risks as they are  linked to a 
higher probability  of default. Credit ratings are a commonly accepted way to qualify 
instruments as investment grade or high yie ld. For instance, a security is typically 
considered “investment grade” if it is rated BBB - or higher by S&P or Fitch , and is 
considered “high yield” if it is rated BB+ or lower by S&P or Fitch .482  
(648)  As a result, index providers need to license data from cred it ratings agencies to build 
indices that consider the credit rating of the relevant security, and by extension the 
risk profile of the index. The input of credit ratings is not only relevant at the stage 
of initially creating an index, but is also needed to maintain and calculate the index, 
and updating constituents (i.e. the financial instruments included in the index) based 
on updates to credit ratings.  
(A) The Parties ’ activities  
(649)  S&P is active as a credit rating agency, issuing and distributing credit rati ngs and 
related data. S&P is also active in the downstream market for indices, in particular 
equity indices, but also fixed income indices to a more limited extent.  
                                                 
481  For example, the large majority competitors in loan, CDS and bond pricing and reference data stated that 
they were not concerned with respect to access to S&P’s  CUSIPs as an input post -Transaction. See replies 
to question 43 of Questionnaire 6.  
482  While Moody’s uses different designations (respectively Baa3 or higher and Ba1 or lower), it covers the 
same distinction (between “investment grade” and “high yield” in vestments respectively).  


 
 
138 (b) S&P would  also have no incentive to foreclose access to credit ratings data as 
(i) it would face retaliation risk, mainly from index providers such as [names 
of S&P's commercial partners]  who are co mmercial partners of the Parties 
across multiple markets,  (ii) [S&P's commercial strategy] , and (iii) S&P is 
already active in the supply of financial indices, including fixed income 
indices, and never engaged in such foreclosure strategies.  
(C) The Commission’s assessment  
(657)  The Commission’s investigation indicates that the Transaction is unlikely to give 
rise to input foreclosure .   
(658)  First , there are some  limitations to  the merged entity ’s ability to engage in an input 
foreclosure strategy.   
(659)  S&P’s stron g market presence in credit ratings, regardless of the precise market 
definition thereof indicates that the company may have a certain degree of market 
power upstream.  
(660)  It is true that S&P has a public FRAND commitment, which, if effective would 
deprive th e company from the ability to engage in input foreclosure. SPGMI’s 
statement on its licensing policy  reads that “SPGMI licenses S&P ratings on a fair, 
reasonable and non -discriminatory basis ”.487 However, this commitment results 
from a voluntary decision of S&P which the company could formally decide to 
overturn one way or another, even if it led to some reputational cost, as mentioned 
by the Notifying Party. In addition, there is no  formal  mechanism  set up  for 
customers to enfor ce this commitment . The extent  to which the FRAND 
commitment is effective is uncertain, in particular in relation to the fairness of prices 
for credit ratings. A number of respondents to the market investigation raised 
concerns in relation to price increases of credit ratings.488 Prices for credit ratings 
have indeed increased in recent years.489 While, for the purposes of this decision, the 
Commission is unable to comment on the fair or excessive nature of credit rating 
prices, this trend of continuous price increase may indicate that the FRA ND 
commitment is not effective. This is further confirmed by ESMA’s monitoring of 
credit ratings, which questions fees charged by credit rating agencies  where data 
licences are necessary to distribute credit ratings to subscribers , and recently called 
for the C RA Regulation to be amended to introduce further provisions  to ensure that 
data licenses for credit ratings be granted on FRAND terms.490 S&P’s FRAND 
commitment could deter de facto  total foreclosure strategies which would be more 
easily detectable, as they would amount to a refusal to supply, but is likely less 
effective in preventing  partial foreclosure strategies.  
                                                 
487  See S&P’s statement on its licensing policy on its official website: 
https://www.spglobal.com/marketintelli gence/en/documents/ratings data licensing faq july2019 final.p
df (accessed on 8 October 2021).  
488  Replies to question 56 of Questionnaire Q5. One customer mentions for instance that they “ have 
experienced year on year price increase for services such as r ating agencies (with little to no price 
transparency giving rise to material concerns that we are facing excessive prices). We have no line of 
sight whether this merger will continue/replicate that trend but the pricing trajectory in this area is 
something  that is a concern ”. 
489  See Form CO , Chapter on Vertical Relationships,  Annex. D.8c.  
490  ESMA Opinion on improving access to and use of credit ratings in the European Union , 22 September 
2021, p. 14.  
 
 
139 (661)  In addition, most suppliers of indices typically rely on at least two credit agencies , 
which limits the ability of S&P to engage in a f oreclosure strategy . While among 
these, S&P is the prevalent one, followed by Moody’s, other credit rating agencies  
Fitch and sometimes DBRS are also mentioned as possible alternative s.491 The 
reason underpinning the choice of specific credit rating is primarily linked to the 
coverage offered by the agency.  
(662)  Second , the market investigation indicates that the merged entity would likely not 
have the incentive to engage in input foreclosure . A majority of respondents  to the 
market investigation  consider th at it is not realistic that S&P only make s its credit 
ratings available (or available under better supply conditions, such as e.g. lower fees) 
to the merged entity ’s (fixed income) indices . This strategy would likely lead to a 
loss of credibility of S&P  and reputational damage . One customer notes for instance 
that “Technically they could, but […] that could create a tsunami on the market. It is 
critical that ratings are available to any index provider (especially Fixed -income) ”, 
another one states that “This is not a realistic scenario for us, because it is also 
business case for S&P to offer ratings to other providers / products ”. Another 
customer of financial indices note s that “S&P as a cornerstone, global provider will 
have to maintain impartiality for r atings provision ”. An additional customer 
relatedly notes that “the reliability of Credit Ratings is also linked on how they can 
be embedded and used within different financial products (i.e. indices). Constraining 
their availability will then limit signif icantly their reliability from a market 
perspective ”.492 
(663)  This is particularly relevant in light of S&P’s revenue split, which relies heavily on 
credit ratings. The company generated around USD 4 billion from issuance  of credit 
ratings (and sales of related data) in 2020 ,493 which represents more than half of the 
company’s revenues for the year.  
(664)  In addition, as mentioned S&P is already active  in the downstream market, in 
particular  in fixed-income indices . However, t he market share of S&P on th e market  
for fixed-income indices  has been steadily below [0-5]% (in terms of index licensing 
for the creation of funds) and below [0-5]% and [information on S&P market shares]  
(in terms of index licensing in the form of market data) . The addition of IHSM is 
unlikely to co nsiderably impact these incentives, as the Parties’ market shares will 
remain below [10-20]%, far behind market leader Bloomberg .494  
(665)  The lack of incentives to favour its own downstream business seems supported by 
the way S&P has priced credit ratings for it s downstream index business in 2019 and 
2020. Curves of prices indicate that price increases are applied relatively 
homogeneously to indices providers. [S&P's commercial strategy] .495  
(666)  In addition, the Non -Horizontal Merger Guidelines stipulate that “when the adoption 
of a specific course of conduct by the merged entity is an essential step in 
foreclosure, the Commission examines both the incentives to adopt such conduct and 
the factors liable to reduce, or even eliminate, those incentives, including the 
                                                 
491  Replies to questions 34 and 37 of Questionnaire Q4.  
492  Replies to question 39 of Questionnaire Q4 and question 43 of Questionnaire Q5.  
493  Form CO , Chapter on Vertical Relation ships,  Annexes D.4 and D.32.  
494  Form CO , Chapter on Vertical Relationships,  Annex. D.6.  
495  Form CO , Chapter on Vertical Relationships,  Annex. D.8c.  
 
 
140 possibility that the conduct is unlawful . Conduct may be unlawful inter alia because 
of competition rules or sector -specific rules at the EU or national levels”  (emphasis 
added) .496 While t he CRA Regulation primarily applies to SPGR rather than 
SPGMI.497 ESMA regularly reviews the industry’s practices, publishes topical 
reports on the level of fees by credit rating agencies , relays concerns expressed by 
customers, and makes (non-binding) recom mendations accordingly  (even if  credit 
rating agencies challenge ESMA’s supervision of their ratings distribution498). 
Besides the specific regulatory framework applicable to credit rating agencies, and in 
particular the scrutiny of ESMA, any strategy aimed at foreclosing competitors in a 
downstream activity may give rise to additional public enforcement, in particular 
from competition authorities. Based on the Parties’ submission and the results of the 
market investigation, S&P likely has a dominant position  on the markets for credit 
ratings  (even more so if ratings of S&P would represent a standalone market) , and 
discriminatory pricing practices would open the company to enforcement actions . 
The extent to which S&P is concerned about regulatory (including an titrust) 
intervention in relation to its credit ratings activity is further confirmed in internal 
documents of the company.499  
(667)  Third , a foreclosure strategy would likely not have a material impact on competing 
indices providers , due to the barriers to switching index provider . Switching 
financial index provider is indeed not possible for customers in the short  to medium  
term. This is largely due to end customer  (i.e. the investor)  requirements and/or the 
need for regulatory approvals, and applies to bot h fixed income and equity  indices , 
according to a large majority of respondents . One customer indicates for instance 
that “ Many fixed income indices are considered as benchmarks meaning that have 
strong brand recognition, reputation and high visibility on the market. As such a 
fixed income benchmark with specific terms (currency, credit risk, liquidity, type...) 
cannot be substituted with another fixed income  [index] ”. Another customer 
indicates that “ Any change would be subject to investor consent and/or r egulator 
approval ”. A third customer confirms that “ In many cases benchmark changes 
require regulatory approval which takes time. Differences in calculation 
methodology also present challenges ”.500 
(668)  Lastly , the extent to which any potential foreclosure theory  would be merger -specific 
is questionable. S&P already offers financial  indices including  (to a small  extent ) 
fixed income indices , and IHSM’s increment is overall limited .501 In addition, in its 
                                                 
496  Non-Horizontal Merger Guidelines, paragraph 46.   
497  Article 6(2) of the CRA Regulation provides that “[…] a credit rating agency shall comply with the 
requirements set out in  Sections A and B of Annex I ”, whereas Section B of Annex I (point 3c) provides 
that “ [a] credit rating agency shall ensure that fees charged to its clients for the provision of credit rating 
and ancillary services are not discriminatory and are based on actual costs ”.  
498  ESMA Thematic report on fees charged by Credit Rating Agencies and Trade Repositories , 11 January 
2018, p. 9. Also see ESMA Opinion on improving access to and use of credit ratings in the European 
Union , 22 September 2021, p. 5. The three largest credit rating agencies, including S&P, dispute that 
ESMA has the ability to supervise activities not conduct ed by the legal entity issuing credit ratings.  
499  See for instance commercial training materials, submitted as Form CO , Chapter on Vertical Relationships,  
Annex D.8a.  
500  Replies to questions 9 and 25 of Questionnaire Q5.  
501  It is irrelevant for these purposes whether CDS indices would form part of the wider fixed income indices 
market, as IHSM is the only provider of CDS indices globally.  
 
 
141 licensing agreements with index providers, [S&P's contractual arrangements with its 
customers] .502 
(669)  The Commission’s investigation indicates that the Transaction is also unlikely to 
give rise to customer foreclosure. As credit ratings are an input into a multitude of 
downstream products (in addition to being sold standa lone to end customers), and 
S&P also licenses credit ratings data from other credit rating agencies, such as 
Moody’s and Fitch, customer foreclosure concerns are unlikely to arise as a result of 
the Transaction.  
(D) Conclusion  
(670)  For these reasons, the Commission  considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
vertical relationships arising between credit ratings (upstream) and indices 
(downstream).  
6.3.3.13.  Credit ratings (upstream) – Other markets  (downstream)  
(A) The Parties ’ activities  
(671)  S&P is active as a credit rating agency, issuing and distributing credit ratings and 
related data.  
(672)  IHSM uses credit ratings data as an input for various downstream products  
including:  
(a) Pricing and reference data . IHSM uses credit ratings to  creat e sector curves 
(i.e. a forecast view of pricing for the relevant instrument type), which form 
part of IHSM’s loan pricing  and reference  data, and in particular its pricing 
data products ( including CDS  pricing data a nd bon d pricing data).  
(b) Issuer solutions . IHSM offers BD Corporate, a CRM investor relationship 
platform. Credi t ratings are a component of the securities ownership data that 
IHSM distributes as part of BD Corporate.  
(c) Economic data . IHSM uses credit ratings data alongside many other inputs to 
inform IHSM’s economic analysis and forecasts.  
(d) Investor event management solutions . IHSM offers BD Corporate, which 
also allows users to retrieve the profile of a specific security including 
characteristics such as market capitalisation, industry, location, and many 
other data points including potentially credit ratings.  
(e) Investor and a dministration services . IHSM offers Profile Builder, a tool for 
producing buy side investor profiles, proving i nsight into investors by 
incorporating global ownership data, contacts and biographical content. 
Credit ratings are a component of the data that IHSM makes available as part 
of Profile Builder.  
                                                 
502  Form CO , Chapter on Vertical Relationships,  Annex D.8, footnote 7.  


 
 
144 instance s [IHSM's cost information] % for IHSM) .512 This in turn implies that even in 
case the merged entity would have the ability and incentive to engage in partial 
price -based input foreclosure, the impact o f such strategy would be limited.  
(678)  Third , and lastly , no respondent to the market investigation raised concerns in 
relation to the impact of the Transaction in any of these market s.513 
(679)  The Commission’s investigation indicates that the Transaction is also unlikely to 
give rise to customer foreclosure. As credit ratings are an input into a multitude of 
downstream products (in addition to being sold standalone to end customers), and 
S&P also licenses credit ratings data from other credit rating agencies, such  as 
Moody’s and Fitch, customer foreclosure concerns are unlikely to arise as a result of 
the Transaction.  
(D) Conclusion  
(680)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal m arket in relation to the 
vertical relationships arising between credit ratings (upstream) including all plausible 
segments thereof based on either credit rating type or the relevant agency(ies)  and (i) 
pricing and reference data  (regardless of whether pricing and reference data are part 
of the same or separate markets for the different asset classes of loans, CDS and 
bonds) , (ii) issuer solutions, (iii) economic data  (regardless of the segmentation 
between  historic or forecast ec onomic data) , (iv) investor event management 
solutions, (v) investor and administration services, and (vi) institutional 
holdings/investor data (all downstream).  
6.3.3.14.  Equity indices (upstream) – Portfolio valuation tools, Global securities financing 
data, Econo mic data (downstream)  
(A) The Parties ’ activities  
(681)  As mentioned above, S&P  is active upstream in equity  indices, with market shares 
varying based on the precise segment being considered  (from [30-40]% in overall 
equity indices up to 90% and above in certain nar row regional segments such as 
Australia and New Zealand equity indices) . Downstream IHSM  is active in portfolio 
valuation tools  with a market share of [50-60]%, global securities financing data 
with a market share of [30-40]% and economic data ( [10-20]% in  overall economic 
data, [10-20]% in forecast economic data and [5-10]% in time series economic data).  
(B) The Notifying Party’s view  
(682)  The Notifying Party submits that it would not have the ability or incentive to 
foreclose competing downstream competitors in a ny of the mentioned markets . First, 
                                                 
512  Credit ratings represent respectively, the following share of total costs for the relevant downstream 
products offered by IHSM: […]% for CDS pricing data, […]% for loan pricing data, […]% for bond 
pricing data,  […]% for (forecast) economic data, […]% for issuer solutions, […]% for investor event 
management solutions, […]% for administration services, , and […]% for institutional holdings and 
investor data. Form CO, Chapter on Vertical Relationships, Annex D.2.  
513  For example, the large majority of competitors in loan, CDS and bond pricing data stated that they were 
not concerned with respect to access to S&P’s credit ratings as an input post -Transaction. See replies to 
question 42 of Questionnaire 6.  
 
 
145 the Notifying Party submits that S&P has no upstream market power - its upstream 
position in the supply of equity indices as a form of market data is [20-30]%, with 
both MSCI ( [40-50]%) and FTSE Russell ( [20-30]%) having  larger positions. 
Second, the Notifying Party argues that S&P already has a range of activities 
downstream of equity indices pre -Transaction, in respect of which it has not 
attempted to foreclose rivals, indicating a lack of incentive.  Third, the Notifyin g 
Party adds that S&P would face a significant retaliation risk from both Bloomberg 
and ICE , competitors in portfolio valuations,  were it to attempt to foreclose either of 
these suppliers.  
(C) The Commission’s assessment  
(683)  Based on the evidence available to it, the Commission finds that the Notifying Party 
would have no ability or incentive to foreclose downstream rivals by withholding 
access to S&P’s equity indices . Equity indices are one of many inputs into the 
downstream markets, and responding competitors did not indicate that S&P’s equity 
indices are an important input for their downstream products. In particular for 
portfolio valuation tools, it appears that competitors do not source equity indices 
from S&P directly .514  
(684)  The Commission also note s with regard to incentives that S&P is indeed already 
active downstream of equity indices in several markets  other than those mentioned 
above , and continues to supply its equity indices to its competitors in those markets. 
In the vertical overlaps assesse d here , the downstream markets  are of much small er 
size relative to the upstream market, and thus the Commission would not expect the 
apparent lack of incentive  to be reversed .515  
(685)  Moreover, IHSM’s main competitors downstream did not express concerns 
regardi ng a possible input foreclosure of S&P’s equity indices as input into these 
downstream markets.516 Responding competitors’ expectations of the transaction’s 
impact on the downstream markets are neutral.517  
(686)  Similarly, the Commission finds that the Notifying Pa rty would have no ability to 
foreclose upstream rivals by refusing to purchase from them, as equity  indices have 
multiple use cases, of which portfolio valuation tools, global securities financing 
data and economic data  comprise a very small portion (<1%).518 Moreover, for 
portfolio valuation tools and global securities financing data in particular, it is 
usually end customers who select which indices will be included in the downstream 
product/service they choose, and therefore the Notifying Party foreclosing  
competing upstream providers could lead to customer dissatisfaction without any 
relative benefit upstream.   
(D) Conclusion  
(687)  For the above  reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the inte rnal market in relation to the 
                                                 
514  Replies t o question 20 of Questionnaire 8.  
515  Form CO, Chapter on Vertical Relationships, Annex D6.  
516  For example, see minutes of call with a competitor on 8 June 2021.  
517  Email to global securities financing data providers, replies to question 24 of Questionnaire  8. 
518  Form CO, Chapter on Vertical Relationships, Annex D6.  
 
 
146 vertical relationships arising between equity  indices (upstream) and portfolio 
valuation tools, global securities financing data and economic data  (downstream).  
6.3.3.15.  Fixed income indices (upstream) – Multi -asset indices (downstrea m) 
(A) The Parties’ activities  
(688)  As mentioned above, IHSM is active upstream in fixed income indices, with market 
shares varying based on the precise segment being considered (from [5-10]% in 
overall fixed income indices up to [90-100]% and above in certain narrow regional 
segments such as Asian Fixed Income). Downstream S&P is active in multi -asset 
indices, with a market share of [20-30]%. Different indices, including fixed income 
indices, can be used as an input to create multi -asset indices. [contractual 
arrangements and the Parties' business strategy] .519 
(B) The Notifying Party’s view  
(689)  The Notifying Party submits that it would not have the ability to foreclose 
downstream multi -asset indices competitors, because IHSM has no market power, 
with strong competing suppliers, including Bloomberg and ICE. The Notifying Party 
further argues that IHSM cannot be an important supplier of fixed income indices as 
an input into multi -asset indices since [IHSM's contractual arrangements and relations 
with customers] .  
(C) The Commission’s assessment  
(690)  Based on the evidence available to it, the Commission finds that the Notifying Party 
would have no ability to foreclose downstream rivals by withholding access to 
IHSM’s fixed income indices. The fact that [IHSM's contractual arrangements and 
relations with customers] , suggest that IHSM does not have market power for the 
upstream input. MSCI, FTSE Russell and Bloomberg are seen as stronger multi -
asset providers than S&P.520 While multi -asset indices are typically comp osed of 
equity indices and fixed income indices, responding competitors do not consider 
IHSM’s fixed income indices as a must -have.521 Indeed, although competitors 
indicate that the combed entity may be in a unique position to offer strong multi -
asset indice s, the majority do not expect a negative impact on the market for multi -
asset indices.522 
(691)  Similarly, the Commission finds that the Notifying Party would have no ability to 
foreclose upstream rivals by refusing to purchase from them, as fixed income indices 
have multiple use cases, of which multi -asset indices comprise a very small portion 
(<1%), and S&P’s market share downstream, [20-30]%, would not indicate 
sufficient market power to foreclose.523  
                                                 
519  [IHSM's contractual arrangements and relations with customers] . Considering there is only one downstream 
provider (with a small market share < [0-5]%), and which concerns use outside of a lice nse, the 
Commission does not consider it further in the context of potential foreclosure.  
520  Replies to question 18 of questionnaire 4.  
521  Replies to questions 28 and 55 of questionnaire 4.  
522  Replies to questions 56 and 59 of questionnaire 4.  
523  Form CO,  Chapter on Vertical Relationships, Annex D6.  
 
 
147 (D) Conclusion  
(692)  For the above reasons, the Commission considers tha t the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
vertical relationships arising between fixed income indices (upstream) and multi -
asset indices (downstream).  
6.3.3.16.  Indices (upstream) – Desktop se rvices, Non -real time datafeeds (downstream)  
(A) The Parties ’ activities  
(693)  Both Parties are active upstream in various segments of index licensing.524 IHSM is 
active in fixed income indices, with market shares varying  (from [5-10]% in overall 
fixed income indices up to [90-100]% and above in certain narrow regional segments 
such as Asian Fixed Income) , and in CDS indices with a market share of [90-100]%. 
Downstream S&P is active in desktop services , with a market share of [10-20]% and 
in NRTDs , with a market share of [5-10]%. 
(694)  Both Parties supply their indices both directly to customers and via third -party 
distributors’ desktop services and non -real time datafeeds. For instance, S&P 
distributes its indices through a range of third party distributors, including major 
competitors such as Bloomberg, LSE/Refinitiv and FactSet. IHSM also distributes 
its own indices via a number of third parties including Bloomberg, Refinitiv, 
Deutsche Bourse and MSCI.  
(695)  S&P also distributes third party indices through its own desktop servic es and 
NRTDs . 
(B) The Notifying Party’s view  
(696)  The Notifying Party submits that it would not have the ability or incentive to 
foreclose competing downstream competitors . Regarding ability, first, the Notifying 
Party argues that S&P already has a significant equity indices franchise, which is 
much stronger and better -known than IHSM’s fixed income franchise. The threat of 
withholding the S&P 500 is therefore far greater t han withholding IHSM’s iBoxx 
indices, and S&P does not engage in this pre -Transaction. Second, the Notifying 
Party submits that there are many alternative indices suppliers, such that the 
combined entity has no market power in the supply of indices. Regard ing the few 
segments where the combined entity has higher market shares, the Notifying Party 
argues that it would not be able to foreclose downstream rivals on the basis of these 
minor markets.  Third, the Notifying Party notes that SPDJI, [information on the 
Parties' current and future business strategy] .525 
(697)  Regarding incentive s, the Notifying Party first explains that both Parties rely on third 
party distributors of index data today (including competing index providers) such 
that any foreclosure strategy wo uld be cutting off a key route to market. S&P derives 
a significant proportion of its data revenue ( [information on the Parties' commercial 
strategy and revenues] ) via third party distribution channels. Second, restricting 
                                                 
524  S&P is mostly active in equity indices upstream, and IHSM’s increment being low ( [0-5]%), the supply of 
equity indices into the downstream markets is a largely pre -existing link, and thus not considered furt her.   
525  Notifying Party’s response to RFI 12, paragraph 22.2.  
 
 
148 distribution of indices could ris k the status of (even) SPDJI’s “headline” indices such 
as the S&P 500 because the wide availability of index data across a range of 
distributors is important to maintain the relevance and use of SPDJI’s indices. Third, 
any restriction on the distribution o f indices is likely to result in limited recapture by 
SPGMI. This is because there is significant differentiation between downstream 
products, particularly desktop services.  
(C) The Commission’s assessment  
(698)  Based on the evidence available to it, the Commission  finds that the Notifying Party 
would have no ability or incentive to foreclose downstream rivals by withholding 
access to IHSM’s fixed income or CDS indices526. First , currently, almost half of 
responding index customers receive  IHSM’s  indices only through a direct feed, 
while the rest use both a direct feed and a third party data vendor.527 Indeed, multi -
sourcing of desktop services is already prevalent today and of the responding 
customers, few would switch to or add a desktop or datafeed from S&P in case of  an 
input foreclosure; one customer explains  that their desktop is “ used for numerous 
reasons other than [for these  indices]” ; most would not be affected due to multi -
sourcing or would take no switching/adding action in case of foreclosure .528   
(699)  Second , the fact that S&P currently supplies its equity indices to downstream 
competitors, and that both Parties earn significant revenues via third party 
distributors, indicate a lack of incentive for input foreclosure.  Indeed, downstream 
competitors responded that i t would not be realistic for this foreclosure to occur; one 
close competitor summarized it as “ commercially disadvantageous ”.529 
(700)  Similarly, the Commission finds that the Notifying Party would have no ability or 
incentive  to foreclose upstream rivals by refus ing to purchase from them, as fixed 
income indices have multiple use cases  and distribution channels (including direct 
distribution by index providers) and S&P’s market share downstream is not high 
enough to suggest the ability to significantly harm upstre am rivals .530 Moreover, 
despite being active upstream in the supply  of equity  indices , S&P currently 
distributes third party indices on its downstream products. Lastly, no index provider 
competitors have expressed concerns about possible customer foreclosure  of S&P’s 
desktop services and NRTDs .531 
(D) Conclusion  
(701)  For the above  reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
                                                 
526  The vertical link between CDS pricing data (upstream) and desktop services (downstream) is not assessed 
in detail as for similar reasons to those provided in this section, no serious doubts  arise in respect of this 
link. CDS pricing data is not a critical input for the large majority of desktop users, much like CDS 
indices, and would not prompt them to switch if IHSM were to foreclose S&P’s rivals downstream. 
Furthermore, given that CDS indi ces and pricing data are a minor part of the overall offering of a desktop 
service, the impact on the competitive dynamics in the downstream market of such foreclosure would 
likely be very limited.  
527  Replies to question 36 of Questionnaire 5.  
528  Replies t o questions 33 to 37 of Questionnaire 5 and 13 of Questionnaire 9.  
529  Replies to question 28 of Questionnaire 8.  
530  Form CO, Chapter on Vertical Relationships, Annex D6.  
531  Replies to question 38 of questionnaire 4.  

 
 
150 (705)  The Notifying Party further submits that it would have no incentive to foreclose. 
First, in the counterfactual each party already supplies calculation and administration 
services in respect of both equity and fixed income indices, notwithstanding that 
S&P has a more material position in the supply of equity indices and IHSM in fixed 
income indices. S&P largely supplies calculation and administration services for 
equity indices ( [S&P revenue informati on]% of revenues), in relation to which IHSM 
has virtually no presence. The Transaction will have very limited impact on the 
Parties’ combined position in these downstream markets. Second, entities supplying 
indices that also require calculation and administr ation services are typically those 
wanting to create their own proprietary indices generally for use in -house, carrying 
their own brand and / or using their own intellectual property. Such customers 
include e.g. funds, banks and other segments that also ma ke up the Parties’ typical 
customer base for the supply of their indices i.e. they are not in direct competition 
with the Parties’ index licensing activities. S&P would therefore have little incentive 
to foreclose such entities (who are also customers of t he downstream market).  
(C) The Commission’s assessment  
(706)  Based on the evidence available to it, the Commission finds that the Notifying Party 
would have no ability or incentive to foreclose downstream rivals by withholding 
access to IHSM’s fixed income indices.  First, the Parties would not have the ability 
to foreclose downstream competitors, as the main competitors downstream in each 
of equity indices and fixed income indices themselves provide index calculation and 
administration services to third parties, ind icating that they have the capabilities to 
perform these activities and would not be significantly harmed if the Parties withheld 
their services. Indeed, the types of customer s to whom the Parties provide such 
services are self -indexing funds and banks, an d thus are not close competitors of the 
Parties downstream.  
(707)  Second, the fact that both Parties  currently suppl y index calculation and 
administration services despite their market presences downstream, and in particular 
S&P mostly supplies equity index cal culation and administration services , indicate a 
lack of incentive for input foreclosure. Indeed, responding index  competitors and 
customers did not express concerns about a possible input foreclosure of these 
services.532 
(708)  Similarly, the Commission finds tha t the Notifying Party would have no ability to 
foreclose upstream rivals by refusing to purchase from them, as neither currently 
purchases any index calculation and administration services from third parties 
because they use in -house capabilities .533  
(D) Conclu sion 
(709)  For the above reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
vertical relationships arising between index calculation and administration services  
(upstream) and equity indices and fixed income indices (downstream).  
                                                 
532  Replies to question 60 of Questionnai re 4 and question 57 of Questionnaire 5.  
533  Form CO, Chapter on Vertical Relationships, Annex D6.  
 
 
151 6.3.3.18.  Managed corporate actions  data (upstream) – Equity indices (downstream)  
(A) The Parties ’ activities  
(710)  IHSM is active upstream in the supply of managed corporate actions data with a 
market shar e of [10-20]%. S&P uses this data as an input into its equity indices 
downstream. S&P’s market share downstream varies depending on the segment 
considered, from [30-40]% for overall equity indices up to [90-100]% and above in 
certain narrow regional segmen ts such as Australia and New Zealand equity indices . 
Corporate actions are events that affect the securities of a given company, such as 
dividends, stock splits, M&A, disposals or spin -offs. For the purposes of this 
particular vertical relationship, manage d corporate actions data are therefore required 
to inform the constituents in baskets of equities making up a given index.  
(B) The Notifying Party’s view  
(711)  The Notifying Party submits that it would not have the ability to foreclose 
downstream equity  indices com petitors, because IHSM has no market power  
upstream with its low market share of [10-20]% and  with strong competing 
suppliers, including Bloomberg and ICE. The Notifying Party further argues that 
IHSM already has a vertical relationship with its own (minim al) equity indices 
portfolio, yet has never attempted to foreclose access to competing indices suppliers.   
(C) The Commission’s assessment  
(712)  Based on the evidence available to it, the Commission finds that the Notifying Party 
would have no ability  or incentive  to foreclose downstream rivals by withholding 
access to IHSM’s managed corporate actions data . IHSM’s low market share 
upstream and the fact that there are several competing suppliers (two of which have 
higher market shares than IHSM; Bloomberg having [20-30]% and ICE [10-20]%) 
indicate a lack of market power for the upstream input. Moreover, S&P’s main 
competitors downstream did not express concerns regarding a possible input 
foreclosure  of IHSM’s managed corporate actions data .534  
(713)  Similarly, the Commissio n finds that the Notifying Party would have no ability to 
foreclose upstream rivals by refusing to purchase from them, as managed corporate 
actions  data has multiple use cases, of which equity indices  comprise a very small 
portion ( 1%).535 Moreover , S&P’s ma rket share downstream in equity indices, [30-
40]%, would not indicate sufficient market power to foreclose; its higher market 
shares in narrower segments would not appear relevant as all equity indices together 
comprise 1% of demand for managed corporate a ctions data, and the narrower 
segments themselves comprise a small portion of equity indices.  Lastly, competitors 
in the upstream market did not raise customer foreclosure concerns regarding this 
vertical overlap.   
(D) Conclusion  
(714)  For the above reasons, the Com mission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
                                                 
534  Minutes of a call with a competitor on 2 July 2021.  
535  Form CO, Chapter on Vertical Relationships, Annex D6.  
 
 
152 vertical relationships arising between managed corporate actions data (upstream) and 
equity indices (downstream).  
6.3.3.19.  Econo mic data (upstream) – Credit ratings (downstream)  
(A) The Parties ’ activities  
(715)  As mentioned above, IHSM  is active upstream in economic data ( [10-20]% in 
overall economic data, [10-20]% in forecast economic data and [5-10]% in time 
series economic data).  Downstr eam S&P is active in credit ratings, with a market 
share by revenue of [30-40]%. Credit rating agencies such as S&P may use 
economic data as one of many inputs to inform their ratings decisions and for 
general research purposes.  
(B) The Notifying Party’s view  
(716)  The Notifying Party submits that  it would not have the ability to foreclose competing 
downstream credit ratings competitors, because IHSM has a modest upstream share 
and therefore no market power, with many competing suppliers of economic data, 
including M oody’s, Refinitiv, Fitch, FactSet, Haver Analytics, Oxford Economics 
and the Economist Intelligence Unit. S&P currently multi -sources its economic data 
requirements from a number of suppliers (indeed, purchases of economic data from 
[information on S&P's s upply source] ). 
(C) The Commission’s assessment  
(717)  Based on the evidence available to it, the Commission finds that the Notifying Party 
would have no ability to foreclose downstream rivals by withholding access to 
IHSM’s economic data . IHSM’s low market share and  the fact that there are several 
competing suppliers indicate a lack of market power for the upstream input. 
Moreover, S&P’s main competitors downstream indicated that they are not 
concerned by a possible input foreclosure.536  
(718)  Similarly, the Commission finds that the Notifying Party would have no ability to 
foreclose upstream rivals by refusing to purchase from them, as economic data has 
multiple use cases, of which credit ratings comprise a very small portion (<1%)  and 
S&P’s market share downstream, [30-40]%, would not indicate sufficient market 
power to foreclose .537 Moreover, competitors in the upstream market did not raise 
customer foreclosure concerns regarding this vertical overlap.   
(D) Conclusion  
(719)  For the above reasons, the Commission considers that the  Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
vertical relationships arising between economic data (upstream) and credit ratings 
(downstream).  
                                                 
536  Minutes of calls with competitors on 9 June  2021 and 1 July 2021.  
537  Form CO, Chapter on Vertical Relationships, Annex D6.  
 
 
153 6.3.3.20.  Sector classification schemes (upstream) – Econo mic data, Trade analytics, Digital 
design for financial services , Stock selection and strategy services (downstream)  
(A) The Parties’ activities  
(720)  As mentioned above, S&P is active upstream with the product GICS. The Notifying 
Party is not able to provide estima ted market shares for GICS or its competitors, but 
it does consider that GICS is likely to be market leader (as supplied by both S&P and 
MSCI), with its closest competitors being FTSE Russell’s ICB, Bloomberg’s BICS, 
FactSet’s RBICS and Thomson Reuters TRB C (in descending order).  
(721)  Downstream, both Parties are active in trade analytics (S&P [5-10]%, IHSM [0-5]%, 
combined [10-20]%) and stock selection and strategy services (S&P [0-5]%, IHSM 
[0-5]%, combined [5-10]%). Only IHSM is active in economic data ( [10-20]% in 
overall economic data, [10-20]% in forecast economic data and [5-10]% in time 
series economic data) and digital design for financial services ( [10-20]% market 
share).  
(B) The Notifying Party’s view  
(722)  The Notifying Party submits that irrespective of the r elevant downstream market, if 
S&P attempted to foreclose access to GICS, then MSCI would step in to fill the gap 
created by S&P’s attempted foreclosure, since MSCI has no interest in assisting S&P 
to favour its own downstream operations (and it is not rest ricted in terms of its 
ability offer GICS to customers, including current customers of S&P). Thus, S&P 
has no market power in the supply of GICS since it always faces MSCI as an 
independent supplier, as well as competition from other alternative classifica tion 
systems. [information on IHSM' suppliers]  – any downstream competitor of S&P 
post-Transaction (as pre -Transaction) could do the same. In addition, the Notifying 
Party argues that GICS is one of many inputs, and not a particularly important one, 
into e ach of the downstream markets.  
(C) The Commission’s assessment  
(723)  Based on the evidence available to it, the Commission finds that the Notifying Party 
would have no ability or incentive to foreclose downstream rivals by withholding 
access to GICS. First, MSCI con firmed that it does supply GICS to users, including 
third party data vendors who compete with S&P in various markets. MSCI does not 
expect the Transaction to change its relationship with the Parties, including the 
arrangement governing GICS.538 As such, if S &P were to deny or worsen access to 
GICS, MSCI would be able to supply GICS to the foreclosed customers, thus 
rendering the foreclosure strategy ineffective. Second, while GICS may be the 
market leader in sector classification schemes, there are several ot her schemes 
available in the market from large data vendors with wide customer bases, namely 
ICB of FTSE Russell, TRBC of Refinitiv, and Factset’s RBICS. Therefore, 
customers foreclosed from GICS would also have alternative schemes to switch to, if 
they di d not wish to obtain GICS from MSCI due to the revenue sharing agreement. 
Lastly, S&P is already active (with the larger presence) in two of the downstream 
markets and has not restricted competitors’ access to GICS, indicating a lack of 
incentive for such a strategy. IHSM’s increment in those two markets, and market 
                                                 
538  Minutes of call with MSCI.  


 
 
156 leading provider with a share estimated to be over [70-80]% in fix ed income indices 
(for the creation of funds). Other competitors with a presence across asset categories 
include Nasdaq, MSCI, and Solactive, as confirmed by the Parties’ internal 
documents.544  
(731)  Second, it is unlikely that the Parties would have an incentive  to engage in such a 
strategy. Pre -Transaction, S&P already has a share exceeding 30% in equity indices, 
and a presence in fixed income indices, however S&P did not leverage its position in 
equity indices to increase its presence in fixed income. Similarly , IHSM holds a 
100% market share in relation to CDS indices and have not leveraged this position to 
increase its holding in equity indices (or in fixed income indices), where its share 
remained stable and limited.  
(732)  Third and lastly, it is unlikely that suc h strategy would have an impact on prices and 
choice. Only few respondent to the market investigation specifically raised concerns 
in relation to a possible foreclosure strategy in the markets for indices as a result of 
tying or bundling of different indic es by the combined entity, but these respondents 
do not indicate how the Transaction would specifically impact pre -existing ability 
and incentives of the Parties.545 However, in particular due to the barriers to 
switching referred to above, it is unlikely th at this theory of harm would materialise.  
(D) Conclusion  
(733)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
conglomerate relationships arising betwe en different categories of indices.  
6.3.4.2.  Congl omerate effects – issuance platforms and desktop services  
(A) The Parties ’ activities  
(734)  As mentioned above, S&P is active in desktop services with its product CapIQ. Its 
market share in 2019 is estimated at [10-20]%. IHSM  is active in issuance  platforms 
with its product Ipreo. Its market share is estimated at [50-60]% for corporate bond 
issuance platforms, [50-60]% for municipal bond issuance platforms and [30-40]% 
for equities issuance platforms . The Commission investigat ed possible conglomerate 
effects arising from the combination of CapIQ with Ipreo . 
(B) The Notifying Party’s view  
(735)  First, the Notifying Party argues546 that it is not plausible that leveraging could 
exclude rivals in desktop services. There are examples of desktops that are currently 
                                                 
544  See DOC_00000036.  
545  Replie s to questions 57 -59 of Questionnaire Q4 and question 54 -56 of Questionnaire Q5. One customer 
notes for instance that “ We are also concerned about potential bundling and/or tying arising from 
conglomerate effects, as the merged entity can leverage market p ower in a number of product markets, 
making it difficult for customers to buy only what they really need, given the “must -have” nature of 
certain inputs, such as IHSM Fixed Income indices (Iboxx, Itraxx), S&P DowJones Indices […] ”. Another 
one that “ Depend ing on the sales strategy, the Transaction might have a negative impact on availability / 
pricing of indices; for instance, if S&P decided to start offering rather bundles of indices or packages 
compared to stand -alone solutions ”. 
546  Form CO, Chapter on Co nglomerate effects, paragraphs 4.124 ff and 4.175 ff. 
 
 
157 competing successfully at small scale. In desktops, Moody’s and ICE both compete 
successfully with shares of around [0-5]% globally. The Parties consider that there 
are a large number of other desktop suppliers competing at even smaller scales, 
including SIX Financial, EMIS, CEIC, Dow Jones, Quick Financial, Alphasense, 
CoStar, RCA, Reonomy, Verisk Analytics and BamSEC. Moreo ver, t he larger  rivals 
could also retaliate by withdrawing their own data and information products from the 
S&P platforms, and use their own products547 to match any tying or bundling 
strategies by the Parties.  
(736)  Second , according to the Parties, IHSM’s custom er base for issuance workflow 
solutions in particular consists to a large degree of large, sophisticated customers.548 
For each type of issuance workflow solutions, the top ten customers are nearly 
always comprised of the largest investment banks, including:  [Banking customers] . 
These customers are therefore likely to be capable of resisting any leveraging 
strategies by the Parties, and also capable of retaliating against the Parties in this or 
other markets in response to any leveraging strategies  including sponsoring entry .  
(737)  Third , the Notifying Party claims that the theory of harm is inconsistent with pre -
merger outcomes as today IHSM does not engage in pure bundling, mixed bundling, 
contractual tying or technical tying of issuance workflow solutions with o ther 
products, despite already having some potentially related products outside of 
issuance workflow solutions, and S&P currently distributes a large range of its own 
data and information products through its desktops. For example, S&P’s credit 
ratings pro ducts are distributed through several third parties including major 
aggregated desktop suppliers such as Bloomberg, FactSet, Refinitiv and ICE. This is 
inconsistent with the view that S&P is using its current portfolio of data and 
information products to l everage into distribution platforms. Furthermore, in some 
cases S&P pays a fee to third parties to distribute certain S&P products. [S&P's 
commercial strategy] . This makes business sense for SPGMI because SPGMI expects 
to derive revenues from sales of prod uct licenses that are likely to result from these 
arrangements. There is no reason to believe that this will change post -Transaction.  
(C) The Commission’s assessment  
(738)  Based on the evidence available to it, the Commission finds that the Notifying Party 
would ha ve no ability or incentive to foreclose desktop services rivals by leveraging 
the issuance platforms to benefit desktop services , i.e. bundling or tying CapIQ with 
Ipreo .  
(739)  First , the Commission notes that multi -sourcing of desktops is already prevalent, 
confirming some differentiation among different suppliers ; indeed, all responding 
customers multi -source desktops and those using S&P often use alongside it at least 
                                                 
547  The Notifying Party adds that Refinitiv, Bloomberg, Morningstar and FactSet all have extensive portfolios 
of own data and information products, and wide -ranging agreements to distribute third party pro ducts; 
Moody’s has access to its own credit ratings issuance business to support its credit ratings data products ; 
ICE can draw on data from its exchanges business to support its data products.  
548  The Notifying Party specifies that the top 10 fixed income issuance workflow solutions customers by 
revenues account for [IHSM's revenue information] % of IHSM’s total fixed income issuance workflow 
solutions revenues. The top 10 equity issuance workflow solutions customers by revenues account for 
[IHSM's revenue i nformation] % of IHSM’s total equity issuance workflow solutions revenues. The top 10 
municipal bond issuance workflow solutions customers by revenues account for [IHSM's revenue 
information] % of IHSM’s total municipal bond issuance workflow solutions revenues.  
 
 
158 two other suppliers .549 In addition, no customer said that they would switch away 
from their current desktop provider to S&P’s CapIQ in case of a bundling of the 
latter with Ipreo.550 This indicates that the combined entity would not be able to 
foreclose rivals in this market via such a strategy , since no cust omers would stop 
using rivals’ products as a result .  
(740)  Second , the Commission considers that the target customer group, i.e. the large 
investment banks using both desktop services and issuance pl atforms, would have a 
degree of buyer power to resist anticomp etitive bundling, and the ability to sponsor 
entry/expansion in the relevant markets. For instance, Directbooks is a new entrant 
into the issuance platforms space, created in 2019 by a consortium of nine 
investment banks ( […]) “to optimize the communicatio ns process and workflow for 
the primary issuance of securities ” and “ to alleviate the pain points and 
inefficiencies in the primary market process felt by both underwriters and 
investors ”.551 The founders expect it to grow over time, “ While DirectBooks will 
initially focus on Investment Grade transactions, its functionality should make it a 
platform of choice for other asset classes in the future” . 552  
(741)  Given the importance of buy -in by investment banks and the investors they serve in 
the usage of an issuance p latform, it does not seem plausible that the combined 
entity would have the incentive to risk negative reactions from this customer group.  
Indeed, competitors indicate that customers would react negatively to forced 
bundling or tying of these two products;  one competitor explains, “ Customers would 
be weary of discounting tactics early on post merger. Customers would fear of short -
term discounts with longer -term significant price increases/rightsizing of costs…  
Customers want options and the ability to purch ase the best products in the 
market. ”553 
(742)  Third , while responding competitors and customers  consider that the Transaction 
will have a negative impact on the market for desktop services  globally554, the 
concerns are often not related to the possibility of bundling with issuance platforms,  
and are not borne out  by the current and expected customer behaviour described 
above . 
(D) Conclusion  
(743)  For the above reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility wi th the internal market in relation to 
conglomerate effects arising between issuance platforms and desktop solutions.  
                                                 
549  Replies to question 6 of Questionnaire 9.  
550  Replies to questions 25 -26 of Questionnaire 9.  
551  https://www.directbooks.com/history  
552  https://www.directbooks.com/history  
553  Replies to question 30 of Questionnaire 8.  
554  Replies to questions 33 of Questionnaire 8 and 16 of Questionnaire 9.  

 
 
160 ratings by preventing rival loan administration services from populating credit 
ratings data for customers with the re quisite licence. The Notifying Party submits 
that it would make no commercial sense for S&P to undermine the commercial 
FRAND policy post -Transaction, because doing so would risk damaging both S&P’s 
wider reputation (both as a supplier of credit ratings da ta and more generally) and 
the value of its credit ratings business.  
(749)  Third, the Notifying Party claims that the use of ratings data in WSO is 
fundamentally contingent on S&P (and WSO’s) common customers having the 
requisite licence for the use of that data . In any hypothetical attempt to foreclose 
WSO’s competitors, S&P would also be denying these customers – many of whom 
will be large and sophisticated – the ability to use S&P’s data in the way(s) that they 
wish to do. In particular, those significant cust omers are likely to be active across the 
loan lifecycle and the significant harm to the customer relationship and S&P 
reputation is likely to result in loss of credibility for S&P Global Ratings and a loss 
of credit ratings issuance revenue.  
(C) The Commission ’s assessment  
(750)   Based on the evidence available to it, the Commission finds that the Notifying Party 
would have no ability or incentive to foreclose rivals by leveraging WSO to benefit 
S&P’s credit ratings, or vice versa by bundling the products or technica lly tying 
them.  
(751)  First , regarding leveraging credit ratings data to favour WSO, the Commission notes 
that for the reasons explained in Section 6.3.3.12 , S&P would be discouraged from  
favouring WSO in the provision of credit ratings data or would invite regulatory 
scrutiny in case it engaged in such behaviour. Loan administration solution 
competitors are divided on whether credit ratings are a key featur e of their product, 
or not. Some do, saying it would be “ very problematic ” for customers if S&P no 
longer made its credit ratings data available to them in a seamless/automatic way 
post-Transaction, but they do not consider this realistic behaviour on the part of the 
combined entity. Others either do not carry credit ratings or do not consider them 
important for their products.558  
(752)  In addition, there is evidence that multi -sourcing is common in loan administration 
solutions. Suppliers comment; “ Yes, oftentime s clients will use multiple products and 
services to cover their data, reporting,  and portfolio management needs.  This can 
be broken out by front and middle office software or by specific business function.  
Clients do purchase from more than one supplie r in this market”, “Customers can 
choose to buy software from several suppliers and services from several as well”   
and “ Our view would be that customers do typically multi -source this product / 
service ”. Indeed, no customer indicated that they would stop using WSO 
competitors’ products if S&P ratings were not available with those products.559  
(753)  Second , regarding leveraging WSO to favour S&P’s credit ratings, the Commission 
first notes that the market shares (<30%) submitted by the Notifying Party do not 
                                                 
558  Replies to “Request for information on Traded loan software/services” email on 3 September 2021.  
559  Replies to question 43 of Questi onnaire 9.  
 
 
161 appear to fully reflect WSO’s market position. Indeed, in internal documents560, 
WSO is referred to by IHSM as the market leader, with an estimated market share of 
[50-60]% in each of traded loan software and traded loan solutions. Two competitors 
are of the  same view; one states “[IHSM is the ] Top loan data and loan portfolio 
management software. Largest number of customers” and another adds , “in the 
broader asset management market IHSM's WSO solution is generally considered to 
be the market leader ”.561  
(754)  Never theless, there is evidence that customers often purchase credit ratings data (and 
other relevant loan data) separately and independently from loan administration 
solutions, and thus bundling would not be likely to have a significant effect; “ With 
respect t o data, the customer would likely utilize multiple data vendors including 
mulitiple rating agencies, one or more loan pricing provider, and, potentially, 
market/asset data provider .” Moreover, given the prevalence of multi -sourcing, the 
Commission would ex pect there to be no significant impact on competing credit 
ratings suppliers, as there would be other loan administration solutions, which could 
integrate their ratings in a similar fashion to WSO and S&P’s credit ratings.  
(755)  Third,  responding competitors co nsider that the Transaction will have a neutral, or 
positive (“ assuming greater innovation and data quality ”), impact on the market for 
loan administration solutions562. Similarly, responding competitors do not expect the 
Transaction to have a negative impac t on the market for credit ratings due to this 
overlap.563 There were similarly no substantiated concerns from customers regarding 
this overlap.564 
(D) Conclusion  
(756)  For the above reasons, the Commission considers that the Transaction does not raise 
serious doubts as  to its compatibility with the internal market in relation to 
conglomerate effects arising between credit ratings and loan administration 
solutions.  
6.3.4.4.  Conglomerate effects – credit ratings and issuance platforms  
(A) The Parties’ activities  
(757)  As mentioned above, S& P is active in credit ratings issuance and distribution. Its 
market share in 2019 is estimated at [30-40]% at the global level and [40-50]% at the 
EU level.  
(758)  IHSM is active in issuance platforms with its product formerly called Ipreo. Credit 
ratings can on ly be used with corporate bond issuance platform, where IHSM’s 
market share is estimated at [50-60]%, or with municipal bond issuance platforms 
where IHSM’s market share is estimated at [30-40]%. 
                                                 
560  IHSM internal document No. ASH000200, slide 8.  
561  Reply to “Request for information on Traded loan software/services” email on 3 September 2021.  
562  Replies to “Request for information on Traded loan software/services” email on 3 September 202 1. 
563  Minutes of calls with competitors on 9 June 2021, 1 July 2021, 19 August 2021.  
564  Replies to questions 45, 47 of Questionnaire 9.  
 
 
162 (759)  Various data relevant to the issuer and issuance are include d in these platforms by 
the relevant banks working on the issuance. These inputs include credit ratings data. 
However, IHSM has no involvement in procuring these inputs. The Commission 
therefore investigated possible conglomerate effects arising from the c ombination of 
S&P’s credit ratings with Ipreo.  
(B) The Notifying Party’s view  
(760)  First, the Notifying Party submits that post -Transaction no leveraging from credit 
ratings into IHSM products can plausibly arise for a number of reasons.565 Firstly, 
S&P does not have  the ability to leverage from credit ratings issuance or distribution 
as it faces several credible rivals; the Transaction will not increase the Parties’ 
market power; such theory of harm is inconsistent with pre -merger outcomes; credit 
ratings and issuanc e platforms are not in practice purchased together; and customers 
are strategic and well -informed. Secondly, the Parties would have no incentive to 
foreclose rivals through leveraging from credit ratings as any attempt could prompt 
regulatory scrutiny; and  because undermining S&P’s FRAND principles would 
damage S&P’s reputation.  
(761)  Second, the Notifying Party submits that post -Transaction no leveraging from 
IHSM’s issuance platforms into S&P products can possibly arise for a number of 
reasons.566 Firstly, IHSM d oes not have the ability to leverage from issuance 
platforms as the Transaction will not increase the Parties’ market power; such theory 
of harm is inconsistent with pre -merger outcomes; credit ratings and issuance 
platforms are not in practice purchased t ogether or in fixed proportions; it is not 
possible that leveraging could exclude rivals in credit ratings given that there are 
other uses of credit ratings; such attempt could prompt regulatory scrutiny; and 
customers are strategic and well -informed. Seco ndly, the Parties would have no 
incentive to foreclose rivals through leveraging from issuance platforms because 
foreclosure would likely be ineffective, which is demonstrated by the lack of current 
tying or bundling practices.  
(C) The Commission’s assessment  
(762)  Based on the evidence available to it, the Commission finds that the Notifying Party 
would have no ability or incentive to foreclose rivals by leveraging credit ratings to 
benefit IHSM’s Ipreo, or vice versa by bundling the products or technically tying 
them. 
(763)  First , regarding leveraging credit ratings data to favour Ipreo, the Commission 
considers that the merger entity would not have the ability to foreclose rivals in 
issuance platforms by leveraging its position in credit ratings.  
(764)  The Commission notes tha t for the reasons explained in Section 6.3.3.12 , S&P 
would be discouraged from favouring  Ipreo in the provision of credit ratings data or 
would invite regulatory scrutiny in case it engaged in such behaviour.  
                                                 
565  Form CO, Chapter on Conglomerate effects, paragraphs 4.46 ff.  
566  Form CO, Chapter on Conglomerate effects, paragraphs  4.126 ff.  
 
 
163 (765)  Moreover, issuance platform customers do not consider credit ratings to be a key 
feature of their products.567 Instead, the top factors t hat customers consider when 
deciding which issuance platform to purchase access to is access to the platforms 
used by other banks, functionality, stability and price.568 The merged entity is 
therefore unlikely to have the ability to use its position in credi t ratings to foreclose 
issuance platform competitors.  
(766)  In addition, virtually all customers multi -source issuance platform products, that is 
they use multiple issuance platforms across asset classes but also for the same asset 
class.569 A competitor, for exam ple, explains that: “Clients of issuance workflow 
platforms (underwriters) tend to use multiple platforms to announce deals to the 
buy-side community.”570 As a result, customers are likely to continue purchasing 
issuance platform products from other provider s besides the merged entity, even if 
the merged entity were to bundle them with credit ratings.  
(767)  Even if customers for credit ratings and issuance platforms could be considered to 
overlap to a significant extent, these two products generally do not appear to be 
purchased together. A customer, for example, explains that “These products / 
services are utilised by different teams.”571 
(768)  Finally, only one customer considers that the Transaction will have a negative 
impact on a potential market for issuance platform , but does not substantiate its 
view.572 
(769)  As the combined entity would have no ability to engage in a foreclosure strategy, it 
is not necessary to assess in detail the incentives of the combined entity or the 
overall impact of a potential foreclosure strategy  of leveraging the merged entity’s 
position in credit ratings on competition in the market for issuance platforms.  
(770)  Second , regarding leveraging Ipreo to favour S&P credit ratings, as explained above, 
the merged entity is unlikely to have the ability to eng age in foreclosure as the two 
products are generally purchased independently.  
(771)  Moreover, as explained in Section 6.2.1 above, customers tend to multi so urce credit 
ratings. As a result, customers are likely to continue purchasing credit ratings from 
other providers besides the merged entity, even if the merged entity were to bundle 
them with Ipreo.  
(772)  Finally, responding competitors do not expect the Transac tion to have a negative 
impact on the market for credit ratings due to this overlap. As the combined entity 
would have no ability to engage, it is not necessary to assess in detail the incentives 
of the combined entity or the overall impact of a potential foreclosure strategy of 
leveraging the merged entity’s position in issuance platforms on competition in the 
market for credit ratings . 
                                                 
567  Replies to question 23 of Questionnaire 9.  
568  Replies to question 23 of Questionnaire 9.  
569  Replies to question 19 of Questionnaire 9.  
570  Minutes of a call with a competitor on 7 June 2021.  
571  Reply to question 28 of Questionnaire 9.  
572  Replies to question 37 of Questionnaire 9.  
 
 
164 (D) Conclusion  
(773)  For the above reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to 
conglomerate effects arising between credit ratings and issuance platforms.  
6.4. Commitments  
6.4.1.  Framework for the assessment of the Commitments  
(774)  Where a concentration raises serious doubts as regards its compatibility with the 
internal market, the parties may undertake to modify the concentration to remove the 
grounds for the serious doubts identified by the Commission. Pursuant to Article 
6(2) of the Merger Regulation, where the Commission finds that, fol lowing 
modification by the undertakings concerned, a notified concentration no longer 
raises serious doubts, it shall declare the concentration compatible with the internal 
market pursuant to Article 6(1)(b) of the Merge r Regulation.  
(775)  As set out in the Comm ission’s Remedies Notice,573 the commitments have to 
eliminate the competition concerns entirely, and have to be comprehensive and 
effective from all points of view.574 
(776)  In assessing whether commitments will maintain effective competition, the 
Commission consid ers all relevant factors, including the type, scale and scope of the 
proposed commitments, with reference to the structure and particular characteristics 
of the market in which the transaction is likely to significantly impede effective 
competition, includ ing the position of the parties and othe r participants on the 
market.575 
(777)  In order for the commitments to comply with those principles, they must be capable 
of being implemented effectively within a short period of time. Concerning the form 
of acceptable comm itments, the Merger Regulation gives discretion to the 
Commission as long as the commitments meet the requisite standard. Structural 
commitments will meet the conditions set out above only in so far as the 
Commission is able to conclude with the requisite degree of certainty, at the time of 
its decision, that it will be possible to implement them, and that it will be likely that 
the new commercial structures resulting from them will be sufficiently workable and 
lasting to ensure that th e serious doubts are removed.576 Divestiture commitments are 
normally the best way to eliminate competition concerns resulting both from 
horizontal and non -horizontal overlaps.  
6.4.2.  Proposed Commitments  
(778)  In order to render the concentration compatible with the internal market, the 
undertakings concerned have modified the notified concentration by entering into the 
following commitments  in relation to the concerns identified with respect to 
                                                 
573  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004, the “Remedies Notice” (OJ C 267, 22.10.2008, p. 1 -27). 
574  Remedies Notice, pa ragraph 9.  
575  Remedies Notice, paragraph 12.  
576  Remedies Notice, paragraph 10.  
 
 
165 financial data and software markets , which are annexed to this decision and form an 
integral part  thereof.  
1. The CUSIP Commitments  
2. The LCD/LLI Commitments  
6.4.3.  The CUSIP Commitments  
(A) Initial Commitments  
(779)  In order to eliminate the Commission’s concerns relating to the horizontal overlap 
between LXIDs and loan CUSIPs in the global loan identifier market, the Not ifying 
Party offered to divest the Loan CUSIP Business (“the Loan CUSIP 
Commitments”). Considering the nature of this option, which  consisted in a carve -
out, and the limited size of the Loan CUSIP divestment business, the Notifying Party 
submitted alterna tive Commitments in case the Loan CUSIP Commitments remedy 
was not acceptable following a market test. Th ese alternative Commitments consists 
in the divestment of the whole CUSIP Business (“the Initial CUSIP Commitments”).  
(780)  The Loan CUSIP Commitments inclu de a transfer of the rights to issue, disseminate 
and be compensated for loan CUSIPs from S&P to a purchaser, enacted by way of: 
(i) a modification of S&P’s existing agreement with the ABA to reflect the fact that 
S&P will no longer have any rights or lice nces to issue loan CUSIPs or disseminate 
the database of loan CUSIPs; and (ii) a new agreement between the purchaser and 
the ABA, under which the ABA will appoint the purchaser as its  agent to operate 
the Loan CUSIP Divestment Business, on behalf of the A BA, which consists of  (a) 
issuing or assigning loan CUSIP identifiers to eligible financial instruments and their 
issuers, and (b) disseminating the commercial database of existing, historical and 
new loan CUSIP identifiers and related descriptive informa tion that is maintained 
and updated on a real time basis.  
(781)  The Loan CUSIP Commitments also include, among others, the transfer of the 
following tangible and intangible assets to a suitable purchaser:  
 The benefit of intellectual property rights (belonging to the ABA) related to 
loan CUSIPs;  
 An assignment of the existing agreement between CGS and the Loan 
Syndications and Trading Association (“LSTA”) regarding the issuance of 
loan CUSIPs;  
 All other supplier and customer agreements and relationships (or, in t he case 
of shared contracts, the portion of such contracts which relates to the Loan 
CUSIP Business) which contribute to the current operation or are necessary 
to ensure the viability and competitiveness of the Loan CUSIP Business;  
 In respect of any contra cts used by the Loan CUSIP Business which are 
shared with the wider S&P group, the portion of those contracts which relates 
to the Loan CUSIP Business on terms and conditions equivalent to those at 
present afforded to the Loan CUSIP Business.  
 Customer, and  other records of the Loan CUSIP Business;  
 
 
166  The personnel necessary to maintain the viability and competitiveness of the 
Loan CUSIP Business;  
 Benefit of the technology (e.g., data, databases and software) that is used in 
and necessary for the operation of the Loan CUSIP Business as of closing 
through one of the following mechanisms, at the option of the Purchaser:  
(a) Migrating the technology to th e Purchaser;  
(b) Creating a logically separated, standalone and mirrored version of the 
technology and migrating it to the Purchaser; or  
(c) Where this is not possible, or otherwise at the option of the Purchaser, 
S&P shall offer to enter into a transitional arran gement.  
 All licences, permits and authorisations issued by any governmental 
organisation for the benefit of the Loan CUSIP Business;  
 All electronic books, records and files that are related to the Loan CUSIP 
Business;  
 At the option of the Purchaser, the be nefit of all transitional service 
arrangements, for up to 12 months, which are necessary to ensure the 
viability and competitiveness of the Loan CUSIP Business for a transitional 
period after divestiture, such as IT, HR and finance/payroll services; and  
 Any other tangible and intangible assets that are primarily related to the Loan 
CUSIP Business, which contribute to the current operation or which are 
necessary to ensure the viability and competitiveness of the Loan CUSIP 
Business.  
(782)  The Notifying Party argue d that the Loan CUSIP Commitments eliminate entirely 
any competition concerns relating to loan identifiers by removing the entire overlap 
between the Parties’ activities in this market, as S&P would no longer be authorised 
to issue CUSIPs in the loan space , with the ABA instead appointing the Purchaser as 
the new provider to take over the operation and management of the loan CUSIP 
business.  
(783)    Nevertheless, the Parties have offered as an alternative to the Loan CUSIP 
Commitments and solely in the event that the Commission concludes that said 
commitments are insufficient  following the results of the market test , to divest and 
transfer the entirety of S&P’s CUSIP issuance and data licensing business, as carried 
out currently by CUSIP Global Services; these are the Initial CUSIP Commitments.  
(784)  The Initial CUSIP Commitments include:  
(a) All tangible and intangible assets owned by S&P that are primarily related to 
the CUSIP Business which contribute to the current operation or which are 
necessary to ensure the viability and competitiveness of the CUSIP Business, 
including all customer, credit and other records, and all required software;  
(b) A transfer of the rights to issue, disseminate and be compensated for CUSIP 
identifiers from S&P to the purchaser, enacted by way of:  
 
 
167 – a modification of S&P’s existing agreement with the ABA to reflect 
the fact that S&P will no longer have any rights or licences to issue 
CUSIP identifiers or disseminate the database of CUSIP identifiers; 
and  
– a new agreement between the purchaser and the ABA, under which 
the ABA will appoint the purchaser to act as, on behalf of the ABA, 
(i) the sole issuer or assigner of CUSIP identifiers to eligible financial 
instruments and their issuers, and (ii) the sole disseminator of the 
commercial database of exis ting, historic and new CUSIP identifiers 
and related descriptive information that is maintained and updated on 
a real time basis;  
– an assignment of the agreement between CGS and LSTA dated 13 
June 2007 (the “LSTA Agreement”);  
– all other supplier and custom er agreements and relationships which 
contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the CUSIP Businesses;  
– all personnel who contribute to the current operation of the CUSIP 
Business and who are necessar y to ensure the viability and 
competitiveness of the CUSIP Business; and  
– the benefit of all transitional service arrangements which are 
necessary to ensure the viability and competitiveness of the CUSIP 
Business for a transitional period after divestiture . 
(785)  The Notifying Party argued that the Initial CUSIP Commitments eliminate entirely 
any competition concerns relating to loan identifiers by removing the entire overlap 
between the Parties’ activities in this market, as S&P would no longer be authorised 
to issue CUSIPs, including in the loan space, with the ABA instead appointing the 
Purchaser as the new provider to take over the entire CUSIP business.  
(B) Market test  
(786)  The results of the  market test of the Loan CUSIP Commitments showed that the 
Loan CUSIP Business is not a viable and competitive business on a standalone basis  
and indicated that there exist risks relating to the transfer of the business . Therefore,  
the Commission was not able to conclude that the Loan CUSIP Commitments would 
maintain effective competition.  
(787)  First , the vast majority of respondents do not consider the Loan CUSIP Business to 
be viable on a standalone basis; only one respondent responded otherwise, and based 
on their explanation their view was li nked to the strength of CUSIPs’ market 
position as security identifiers.577 The remaining respondents replied “no” or “it 
depends”, stating uncertainties around the sufficiency of the business’ margins, 
scope and opportunities for growth. In particular, the vast majority of respondents do 
not consider it to be of sufficient scale to be viable.578 
                                                 
577  Replies to question 10 of Questionnaire R3.  
578  Replies to question 10.2 of Questionnaire R3.  
 
 
168 (788)  For instance, one data vendor stated, “ If it is truly a standalone business, we do not 
believe it will be viable .”579 A user explained, “ From our understanding, [loan]  
CUSIPs do not produce a large enough income stream to sustain a business without 
another income producing service .”580 Another data vendor noted “ The service is 
very static and does not present many options to grow the business .”581 A third data 
vendor surmised , “If the margin is solid because revenues are strong due to strong 
coverage and reliable distribution, then it’s viable. If the margin is weak because 
revenues as low and coverage is low, then it’s not a business. This second scenario 
is the more likely o f the two. ”582 Indeed, the Commission notes based on the data 
submitted in the Form RM that the margins of the loan CUSIPs business appear 
relatively low at [S&P financial information] % EBIDTA for an identifier business, 
which normally is a low -cost business . [S&P commercial information]583.   
(789)  It is notable that several respondents consider the loan CUSIPs to be viable only as 
part of the wider CUSIPs business, i.e. that the wider business itself is seen as viable 
on a standalone basis. Indeed, t he same data ve ndor added “ […] It’s hard to imagine 
how the economics work particularly without the bond CUSIP revenue .”584 This was 
confirmed by another data vendor, “ Bond CUSIPs are required while loan CUSIPs 
are optional. It’s hard to imagine that loan CUSIPs alone can generate sufficient 
revenue to cover the staff and infrastructure needed to manage that business. ”585 Yet 
another data vendor expressed, “ We do not believe that the Loan CUSIP Divestment 
Business is of sufficient scale to be viable on a standalone basis. If the entire CUSIP 
platform were moved to be standalone, then we believe it would be viable on a 
standalone basis… ”586 
(790)  Second , several respondents  cite the difficulty of disentangling from the overall 
CUSIP business, leading to implementation risks.587 One data vendor summarizes, 
“Due to the narrow scope of the divestment business and the technological 
challenges associated with “carving out” the loans CUSIPs from the remaining 
CGS business, it is unlikely that the Loan CUSIP Divestment Business will be viable 
standalone. ”588  
(791)  In particular, when asked about links and/or synergies (if any) between the Loan 
CUSIP Divestment Business and the wider CUSIP business, and potential 
consequences (if any) of a separation of the loan CUSIP business from the wider 
CUSIP busine ss, respondents specified the process of requesting CUSIPs, 
administration of CUSIPs and distribution of CUSIP data to users as areas in which 
the Loan CUSIP business depends on the wider CUSIP business. On the process of 
requesting issuance of CUSIPs , one  data vendor explained , “We believe that the 
issuance of loan CUSIPs is more common when they accompany a bond. If 
arrangers/issuers have to go to two separate CUSIP “bureaus” for loans and bonds, 
                                                 
579  Replies to question 10.1 of Questionnaire R3.  
580  Replies to question 10.2.1 of  Questionnaire R3.  
581  Replies to question 10.1 of Questionnaire R3.  
582  Replies to question 10.1 of Questionnaire R3.  
583  [Commercial arrangements between S&P, ABA and LSTA] . 
584  Replies to question 10.1 of Questionnaire R3.  
585  Replies to question 10.2.1 of Q uestionnaire R3.  
586  Replies to question 10.2.1 of Questionnaire R3.  
587  See paragraph 24 of the Commission Notice on Remedies.  
588  Replies to question 5.1 of Questionnaire R3.  
 
 
169 it seems reasonable that the loan CUSIP would be harmed by that since bonds 
CUSIPs are required  [while loan CUSIPs are not].”589   
(792)  On the administration of CUSIPs , another data vendor stated, “ There would also be 
significant challenges in carving out the Loan CUSIP administration from other 
CUSIPs offered by S&P (vi a Cusip Global Services (“CGS”)) which may render the 
Loan CUSIP remedy ineffective. From a technical and practical perspective, we are 
not confident that the Loan CUSIP could be fully “divested” from the rest of S&P’s 
existing CUSIP business and in a prac tical sense, there is likely to be strong 
coordination and ongoing working relationship between the purchaser and S&P to 
operate the loan CUSIP standard post divestment .”590 A user confirmed, “ Loss of 
brand, reputation, etc. Loss of control in the process. I  don’t understand why you 
would separate them. ” 591  
(793)  On the distribution of CUSIP data to users , a data vendor explained that today “ you 
can get all the identifiers delivered via one feed ”.592 Relatedly, a user remarked , 
“Loan market participants may avoid the  use of CUSIPs if the new provider is not 
well integrated into the participant’s current processes and workflows… ”593 A data 
vendor confirmed , “The major link [between loan CUSIPs and the wider CUSIP 
business] is the ease of access for existing CUSIP custome rs. Loan CUSIPs are an 
easy and inexpensive add on to existing CUSIP services. In addition, technological 
and operational synergies for users is an important selling point… Potential 
disentanglement of the products may be complicated and lengthy and preven t a new 
purchaser from being able to successfully compete with the existing IHSM 
product. ”594 Another user added , “Investment managers and others do not view a 
particular asset class in a vacuum. Any investor would require information on the 
entire capital s tructure which could become more difficult if the Loan CUSIP 
business is divested .”595 It follows from the above comments that disentangling the 
loan CUSIPs would be very difficult and would have big associated implementation 
risks.  
(794)  Regarding whether the Loa n CUSIP Divestment Business on a standalone basis is 
attractive for a purchaser from a business perspective , the majority of respondents 
observed that the Loan CUSIP Divestment Business on a standalone basis is not 
attractive for a purchaser from a busines s perspective. In addition to the comments 
relating to the viability of the wider CUSIP business cited in paragraph (789) , when 
asked what additional assets would make it viable , one data vendor summarized “ We 
expect that the whole CUSIP platform would be the most attractive asset for a 
purchaser. Buying individual identifier types is likely not an attractive prospect for a 
purchaser, and would not be a  successful standalone business …”596 Another data 
vendor confirmed, “ As it stands, the Loan CUSIP product is an inexpensive add -on 
to existing CUSIP services and financial viability of the product would likely require 
                                                 
589  Replies to question 11 of Questionnaire R3.  
590  Replies to question 3.1 of Ques tionnaire R3.  
591  Replies to question 12 of Questionnaire R3.  
592  Replies to question 11 of Questionnaire R3.  
593  Replies to question 10.1 of Questionnaire R3.  
594  Replies to question 11 of Questionnaire R3.  
595  Replies to question 11 of Questionnaire R3.  
596  Replies to question 20.2 of Questionnaire R3.  
 
 
170 the same kind of infrastructure and pric ing. As such, it is unlikely that it could be 
easily marketed as a separate, standalone service .”597 
(795)  Regarding suitable purchasers, respondents were divided on whether trade 
associations would be suitable. This scepticism  appears to come from the fact that an 
industry body may lack technical and data vending expertise and should in principle 
remain neutral/agnostic to products.  On the other hand, respondents mostly agreed 
on data vendors being most suitable. Respondents in sisted that data management 
experience is important . When asked about what resources, expertise and incentives 
are needed to maintain and develop the Loan CUSIPs Divestment Business 
successfully , one u ser expressed,  “Expertise in managing large data sets [is 
needed]” .598 Data vendors stated,  “knowledge of how data is valued and managed in 
the markets ”599 and “Knowledge of market data, market usage and needs. Proven 
and robust technical infrastructure to provide the service ”600.  
(796)  Respondents added that expertise i n loan markets would be important to run the 
Loan CUSIPs business. However, it may be less critical for the overall CUSIPs 
business, given that CGS itself is ring -fenced from the rest of the S&P Group and its 
loan market intelligence / rating businesses.  
(797)  Based on the above, the Commission concluded that the Loan CUSIP Commitments 
do not remove the competition concerns identified, as the Loan CUSIP Business  is 
not a viable and stand -alone business. The main shortcomings identified were the 
insufficient scale  and low revenues of the Loan CUSIP business, as well as the 
difficulties to disentangle it from the CUSIP business .  
(C) Final Commitments  
(798)  In order to take into account the results of the market test, the Parties submitted 
revised commitments on 18 October 20 21 (the “Final CUSIP Commitments”).  
(799)  The Final CUSIP Commitments differ from the Initial CUSIP Commitments on the 
following points:  
 Suitable purchaser criteria.  The Final CUSIP Commitments include additional 
criteria that the CUSIP Purchaser must fulfil. T hese stipulate that: (i) the 
CUSIP Purchaser shall have a proven track record in the financial data space; 
(ii) the ABA shall have consented to the transfer to the Purchaser of its 
agreement with S&P on equivalent terms and conditions to those effective 
before the entry into force of the Amendment no.3 (dated 27 September 2021); 
and (iii) the LSTA shall have consented to the transfer or assignment of the 
existing agreement between itself and CGS to the Purchaser.  
 
Any contracts used by the CUSIP Divestment Business, which are shared with 
the wider S&P group. The Notifying Party added that S&P will cooperate with 
the Purchaser to establish an agency type or other similar arrangement to 
provide the Purchaser the claim s, rights and benefits of those parts that relate to 
                                                 
597  Replies to question 20.1 of Questionnaire R3.  
598  Replies to question 22.1 of Questionnaire R3.  
599  Replies to question 22.1 of Questionnaire R3.  
600  Replies to question 22.1 of Questionnaire R3.  
 
 
171 the CUSIP Divestment Business “on terms and conditions equivalent to those at 
present afforded to S&P”.  
 
 Any additional technology that is used in the CUSIP Divestment Business but 
shared with the wider S&P group. The Notifying Party clarified that the CUSIP 
Purchaser will be able to choose between (a) Creating a logically separated, 
standalone and mirrored version of the technology that is used in the CUSIP 
Divestment Business and migrating it to the CUS IP Purchaser; or (b) Where 
this is not possible, or otherwise at the option of the CUSIP Purchaser, S&P 
shall offer to enter into a transitional arrangement.  
(D) Commission’s assessment  
 
(800)  The Commission concludes that the Final CUSIP Commitments are capable of  
eliminating the competition concerns entirely; they are comprehensive and effective 
from all points of view; they can be implemented effectively within a short period of 
time; and they are proportionate.  
(801)  First , the Commission concludes that the Final CUSI P Commitments are capable of 
eliminating the competition concerns entirely . The Commission raised concerns 
about the horizontal overlap between the Parties’ activities in the loan identifiers 
market, i.e. IHSM’s LXIDs combined with S&P’s Loan CUSIPs. The d ivestment of 
the latter, i.e. the  entire  increment, completely eliminates the horizontal overlap.  This 
is confirmed by the results of the market test as the majority of respondents expect 
that the divestment of Loan CUSIPs (as part of the wider CUSIP business) would 
resolve the competition concerns identified by the Commission.   
(802)  Second , the Commission  considers that the proposed divestment of the CUSIP 
Business is capable of being implemented effectively within a short period of time 
given the clear -cut nature of this commitment, which is a structural remedy that 
includes a largely standalone business.  While the Commission notes that the 
divestment is subject to consent from the ABA and the LSTA, the Final CUSIP 
Commitments require an up -front buyer to ensure that these conditions do not 
threaten effective competition by jeopardizing the implementation of the divestment.  
(803)  Third , unlike the Loan CUSIP Business, the (whole)  CUSIP Business is a viable 
business that, if operated by a suitable purchaser, can compete effectively with the 
merged entity on a lasting basis and that is divested as a going concern.  Indeed, the 
turnover of the whole CUSIP Business is [S&P's revenue information] , compared to 
[S&P's revenue information]  of Loan CUSIP Business; thus the scale of the whole 
CUSIP Business is of a different order of magnitude than that of the Loan CUSIP 
Business.601 This is supported by the results of the market test outlined in paragraphs 
783ff . Specifically, respondents consider the loan CUSIPs to be viable only as part 
of the wider CUSIPs business, i.e. that the wider business itself is seen as viable on a  
standalone basis. CGS already operates as a largely standalone business within S&P 
Group, given its ring -fencing obligations to the ABA. The viability of the CUSIP 
Business will be preserved by the provision of transitional services by S&P to the 
purchase r, for a period of up to 12 months, on terms and conditions equivalent to 
                                                 
601  Form RM, CGS Commitments.  
 
 
172 those presently afforded to the CUSIP Business, as provided for by the Final CUSIP 
Commitments.  
(804)  Additionally, the Final CUSIP Commitments address the market feedback regarding 
the re quired expertise needed to maintain and develop the Loan CUSIP Divestment 
Business, and by extension the wider CUSIP Business. The CUSIP Purchaser will 
need to have a proven track record in the financial data space. The Commission 
considers this provision sufficient given that the CUSIP Business itself, operating 
independently within the S&P Group, already has specialised data management 
knowledge and experience.  
(805)  Lastly, the added provisions relating to contracts and technology currently shared 
with the wi der S&P Group improve the viability of the CUSIP Divestment Business 
by ensuring that the Business continues to benefit from the same terms and 
conditions as it enjoys today, and that the CUSIP Purchaser (rather than the 
Notifying Party) is able to select the technology transfer that best suits its needs with 
respect to running the Divestment Business.  
(806)  In view of the elements discussed in this Section, the Commission concludes that the 
Final CUSIP Commitments are suitable to remove the competition concerns 
identified in Section 6.3.2.1 with regards to the global provision of loan identifiers . 
6.4.4.  The LCD/LLI Commitments  
(A) Initial Commitments  
(807)  In order to eliminate the Commission’s concerns relating to the (i) vertical link 
between loan identifiers upstream and leveraged loan market intelligence 
downstream and (ii) the horizontal overlap in leveraged loan indices, the Notifying 
Party submitted a set of comm itments under Article 6(2) of the Merger Regulation 
on 1 October 2020: (i) divestment of S&P’s LCD Business (“LCD Commitment”) 
and (ii) divestment of S&Ps leveraged loan 100 index family (“LLI100 
Commitment”, together the “Initial LCD/LLI Commitments”).  
(808)  The Initial LCD/LLI Commitments include an asset sale of S&P’s entire LCD 
Business (currently a part of SPGMI) as well as S&P’s entire leveraged loan indices 
business comprising two indices which are part of the LCD product (the European 
leveraged loan index , ELLI and the leveraged loan index, LLI) as well as the LLI 
100 index family which are commercialized separately by SPDJI (together the 
“LCD/LLI Divestment Businesses”), to one or separate purchasers.  
(809)  The Initial LCD/LLI Commitments also include, among ot hers, the transfer of the 
following tangible and intangible assets to one or several purchasers:  
 An assignment or transfer of the existing partnership agreement between the LCD 
Divestment Businesses and the Loan Syndications and Trading Association 
(“LSTA ”) as regards the LLI and LLI100;  
 All supplier and customer agreements and relationships (or, in the case of shared 
contracts, the portion of such contracts which relates to the LCD Divestment 
Businesses);  
 
 
173  In respect of any contracts used by the LCD/LLI D ivestment Businesses which are 
shared with the wider S&P group, the portion of those contracts which relates to the 
LCD/LLI Divestment Businesses on terms and conditions equivalent to those at 
present afforded to the LCD/LLI Divestment Businesses.  
 Customer , and other records of the LCD/LLI Divestment Businesses;  
 The personnel necessary to maintain the viability and competitiveness of the 
LCD/LLI Divestment Businesses;  
 All intellectual property relating to LCD and the LL100, including licences, 
trademarks, c opyright and other know -how that is currently used exclusively or 
primarily by the LCD Divestment Businesses, including the methodologies used to 
calculate the LL100;  
 Technology (e.g., data, databases and software) that is used in and necessary for the 
operation of the LCD/LLI Divestment Businesses through one of the following 
mechanisms:  
o Migrating the technology to the Purchaser;  
o Creating a logically separated, standalone and mirrored version of the 
technology and migrating it to the Purchaser; or  
o Where this is not possible, or otherwise at the option of the Purchaser, S&P 
offers to enter into a transitional arrangement.  
 All licences, permits and authorisations issued by any governmental organisation for 
the benefit of the LCD/LLI Divestment Businesses;  
 All electronic books, records and files that are related to the LCD/LLI Divestment 
Businesses;  
 All transitional service arrangements which are necessary to ensure the viability and 
competitiveness of the LCD/LLI Divestment Businesses for a transitional peri od 
after divestiture, such as IT, HR and finance/payroll services; and  
 Any other tangible and intangible assets that are primarily related to the LCD/LLI 
Divestment Businesses.  
(810)  Furthermore, the Commitments included an upfront buyer provision. Finally, unde r 
the Initial LCD/LLI Commitments, the purchaser(s) should not meet any additional 
criteria besides those of the Commission’s model text for divestiture commitments.  
(811)  The Notifying Party argued that the Initial LCD/LLI Commitments eliminate 
entirely any co mpetition concerns relating to the horizontal overlap between the 
Parties’ leveraged loan indices and the vertical link between loan identifiers and 
leveraged loan market intelligence by removing the entire overlap between the 
Parties’ activities in those markets.  
 
 
174 (A) Market test  
(812)  The Commission conducted a market test of the Initial LCD/LLI Commitments to 
assess whether they were sufficient and suitable to remedy the serious doubts 
identified in Section 6.3.3.1 of this decision, and whether they were sufficient to 
ensure the viability and competitiveness of the LCD/LLI Divestment Business.  
(813)  First, the market feedback on whether the LCD/LLI Commitments remov e the 
concerns was largely positive.602 Some respondents highlighted that while the 
divestment of LCD would eliminate the incentives of the merged entity to foreclose 
competitors in the leveraged loan market intelligence market, LXIDs were 
nevertheless an es sential input into other downstream products.  
(814)  Second, most respondents considered the LCD Business as viable standalone and as 
an attractive business.603 With respect to the LLI100 Business, the feedback was 
more mixed and largely negative as regards viabil ity standalone.604 Several 
respondents mentioned, that the LLI100 Business would benefit from being 
purchased by a firm with existing activities in a related market and highlighted the 
existing links to the LCD business as a reason why a combined sale of bot h 
businesses could be preferable.605 For example, one respondent stated: “The 
integration between LLI and LCD may be necessary to make LLI a viable 
business.”606 Another respondent explained: “Certain elements of the LCD business 
predominantly the analytics ar e complementary to the LLI services. The index data 
without the LCD analytics would likely become an inferior service.”607 
(815)  For the LCD Business, the majority of respondents does not see material 
implementation risks for the business transfer.608 In addition, t he majority of the 
respondents consider that the personnel would seem to be sufficient to run the LCD 
Business as a standalone, viable and competitive business.609  However, many 
respondents stated that they did not consider that the Commitments contained 
enough detail and certainty regarding essential data inputs and transitional service 
agreements.610 The following assets were considered essential by many respondents: 
“(…) long term access to LXIDs (and any other existing critical inputs, including 
pricing da ta, reference data, historical data, and credit ratings) (…)”.611 Another 
respondent added: “It will be important for the data contribution agreements to be 
transferred with the LCD Business.” 612 By contrast, access to LCD via S&P’s 
CapIQ platform was not con sidered particularly important.613 
(816)  For the length of transitional service agreements that may be required in relation to 
the LCD Business, views differed between 12 and 24 months, with a majority in 
                                                 
602  Replies to questions 3 and 11 of Questionnaire R4.  
603  Replies to questions 3 and 19 of Questionnaire R4.  
604  Replies to question 12 of Questionnaire R4.  
605  Replies to question 12.1 of Questionnaire R4.  
606  Reply to question 12.1 of Questionnaire R4.  
607  Reply to question 12.1 of Questionnaire R4.  
608  Reply to question 4 of Questionnaire R4.  
609  Reply to question 6 of Questionnaire R4.  
610  Reply to question 7 of Questionnaire R4.  
611  Reply to question 7.1 of Questionnaire R4.  
612  Reply to question 4.1 of Questionnaire R4.  
613  Replies to question 8 of Questionnaire R4.  
 
 
175 favour of 24 months.614 As an adequate non -solicitation perio d for S&P to respect 
vis-à-vis the LCD/LLI Divestment Businesses, views differed between 12 months 
and four years.615 
(817)  For the LLI100 Business, the majority of respondents considers that there are 
implementations risks.616 One respondent explains what they cons ider as essential to 
mitigate those risks: “(…) the continuation of supply of the critical inputs (such as 
pricing data, reference data, historical data, identifiers and credit ratings) on 
suitable terms will be crucial to the viability of the LLI100 Busin esses and the 
successful implementation of the transfer.”617 Several respondents also mention that 
implementation risks would be lower for the transfer of the LLI100 Business, if the 
purchaser “had the necessary skills and expertise required to manage the 
transfer.”618 For the LLI100 Business, many respondents stated that they do not 
consider […] FTE as sufficient.619 The period for which transitional service 
agreements may be required by the purchaser was estimated between 12 months and 
three years by respondents.620 
(818)  In terms of additional purchaser criteria, respondents highlighted for both businesses 
that a purchaser that already had expertise and infrastructure to operate an index 
business would be more likely to succeed.621 Several respondents mentioned that in 
particular the LLI100 Business would benefit from either a purchaser with a 
portfolio of adjacent activities and/or a combined sale with the LCD Business.622 In 
respect of the LLI100 Business, one respondent highlights that a purchaser needs to 
be able to comply with relevant regulatory requirements, which are currently subject 
to transition periods: “(…) the buyer  will need to address UK and EU regulatory 
requirements relating to benchmarks administration. This is because the transition 
periods that are currently provided under UK and EU law for third country 
benchmark administrators are expected to expire (current ly scheduled 31/12/2025 in 
the UK and 31/12/2023 in the EU). Once those transition periods expire, local 
authorisation or approved means of offering into the UK/EU would need to be 
arranged.”623 
(B) Final LCD/LLI Commitments  
(819)  In order to take into account the res ults of the market test, the Parties submitted 
revised commitments on 15 October 2021 (the “Final LCD/LLI Commitments”).  
                                                 
614  Replies to question 10 of Questionnaire R4.  
615  Replies to questions 9 and 17 of Questionnaire R4.  
616  Reply to question 13 of Questionnaire R4.  
617  Reply to question 13.1 of Q uestionnaire R4.  
618  Reply to question 13.1 of Questionnaire R4.  
619  Reply to question 15 of Questionnaire R4.  
620  Replies to question 18 of Questionnaire R4.  
621  Replies to questions 21 and 22 of Questionnaire R4.  
622  Replies to questions 12.2, 20 and 22 of Qu estionnaire R4.  
623  Reply to question 11.1 of Questionnaire R4.  
 
 
176 (820)  The Final LCD/LLI Commitments differ from the Initial LCD/LLI Commitments on 
the following points:  
 The final LCD/LLI Commitments do no t include the option of selling both 
businesses to separate purchasers, but rather the sale as a package to one 
suitable purchaser;  
 The upfront buyer provision was withdrawn as the Commission had not 
identified implementation risks that would have required  such offer;  
 Two additional purchaser criteria were added to take account of the market 
test feedback regarding a suitable purchasers’ capabilities or access to such 
capabilities with respect to the calculation, administration and operation of an 
index bus iness (including the need for companies that would be considered 
third country benchmark administrators to have credible plans to be able to 
comply with the EU -Benchmark Regulation624 and ensure continued market 
access for the LLI100 indices in the EU) and t he need to obtain the consent 
of the Loan Syndications and Trading Association (LSTA) to assign the 
current contract with S&P in respect of the LCD/LLI Businesses;  
 The requirement to transfer or assign all contracts at terms and conditions 
currently afford ed to the LCD/LLI Divestment Businesses;  
 Additional detail and specification of relevant contracts to assign or transfer, 
such as contracts for the supply of credit ratings, identifiers, and contributor, 
customer and distribution contracts;  
 Additional personnel at the option of the purchaser;  
 Any intellectual property that is not exclusively or primarily used by the 
LCD/LLI Divestment Business and can therefore not be transferred will be 
licensed to the purchaser under a perpetual, sub -licensable and ro yalty-free 
licence.  
 A specification was added that technology included the LCD platform and 
the LCDcomps.com website.  
 A specification was added that transitional service agreements are provided 
for a duration of up to 24 months after divestiture and includ ing services like 
index calculation, administration and governance;  
 A specification that in particular all historical data of the LCD Business are 
transferred.  
                                                 
624  Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used 
as benchmarks in financial instruments and financial contracts or to measure the perfor mance of 
investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 
596/2014, OJ L 171, 29.6.2016, p. 1.  
 
 
177 (C) Commission’s assessment  
(821)  The Commission concludes that the Final Commitments regarding the LCD/LL I 
Divestment Businesses are capable of eliminating the competition concerns entirely; 
they are comprehensive and effective from all points of view and they can be 
implemented effectively within a short period of time;  
(822)  The divestment of the LCD Business  is intended to remedy the concerns in relation 
to the Parties’ activities in loan identifiers upstream and leveraged loan market 
intelligence downstream. The Commission notes that the divestment of the 
downstream activities of the merged entity will eliminat e the incentives to foreclose 
access to loan identifiers upstream.  
(823)  In addition, the Commission considers that the amendments described in paragraph 
(818)  adequately address the concerns raised by market test respondents and the 
Commission in relation to th e Initial LCD/LLI Commitments, in particular with 
respect to the input required to viably and competitively operate the two businesses. 
In particular, the situation with respect to access to LXIDs will stay the same 
compared to the situation pre -Transactio n, i.e. the existing contracts will be assigned 
or transferred to the purchaser.  
(824)  The additional purchaser criteria will ensure that the purchaser will have access to 
the necessary expertise and capabilities to maintain and develop the LCD/LLI 
Divestment Bu sinesses as a viable and active competitor.  
(825)  In view of the foregoing, the Commission concludes that the Final LCD/LLI 
Commitments would allow the purchaser to effectively and credibly compete in the 
leveraged loan market intelligence market.  
(826)  The divestmen t of the LLI100 Business  is intended to remedy the concerns in 
relation to the Parties’ activities in leveraged loan indices. The Parties have decided 
to offer the divestment of the larger Party, S&P, with a market share of [90-100]%, 
which also has a supp ly and distribution relationship with the LCD Business. This 
would support the conclusion, that the proposed final commitment to divest the 
LLI100 Business eliminates the horizontal overlap in leveraged loan indices entirely.  
(827)  The divestment of both the LCD  and the LLI100 Business to a single purchaser 
addresses concerns raised in the market test with respect to the viability of the 
LLI100 Business standalone.  
(828)  The additional purchaser criteria will ensure that the purchaser will have access to 
the necessary  expertise and capabilities to maintain and develop the LCD/LLI 
Divestment Businesses as a viable and active competitor. Furthermore, the option of 
additional personnel at the request of the purchaser addresses comments on the 
proposed transfer of just [Number of employees] .  
(829)  In view of the foregoing, the Commission concludes that the Final LCD/LLI 
Commitments would allow the purchaser to effectively and credibly compete in the 
leveraged loan index market.  
(830)  For the reasons outlined above, the commitments ent ered into by the Parties are 
sufficient to eliminate the serious doubts as to the compatibility of the transaction 
 
 
178 with the internal market in relation to the markets for leveraged loan market 
intelligence and leveraged loan indices.  
7. COMMODITY  PRICE  ASSE SS ME NTS AND MARKE T INT E LLIGENCE  
7.1. Introduction  
(831)  The Parties’ activities in commodity data markets can broadly be grouped in 
commodity price assessments and commodity market intelligence.  
(832)  Price assessments provide a view of the prevailing market price for a spec ific 
commodity (such as crude oil, refined products, liquid natural gas, etc.). Price 
assessments are frequently, but not exclusively, used by market participants (such as 
commodity suppliers, traders and end-users) to calculate and settle contracts tied t o 
market pricing in a transparent and predictable way. Other use cases of price 
assessments include using the price assessment as a price reference point for the 
price that a participant uses in their contract, or for general market analysis.  
(833)  The main providers of price assessments are the so-called pri ce reporting agencies 
(“PRAs”), which are specialist suppliers of price assessments. PRAs also publish 
databases, analysis and real -time market news, and some are involved in related 
businesses, such as consultancy. The PRAs typically comply with the IOSCO 
Principles for assessments that are used for exchange -traded derivatives,625 and 
generally follow the IOSCO Principles internally for all assessments (even if not all 
assessments undergo the forma l IOSCO assurance review process).  
(834)  In addition, price assessments can also be provided by non -specialist providers, such 
as market intelligence providers, exchanges, brokers and other providers of news and 
data (“non -PRA providers”) . 
(835)  Both Parties operate P RAs, and are active in the provision of price assessments for a 
wide set of commodities and regions.  In addition, IHSM also provides price 
assessments through some non -PRA businesses.  
(836)  Market intelligence, on the other hand, concerns the supply of any kind of 
information, tools and analytics relevant to a company’s market.  
7.2. Market definition  
(837)  The following sections provide a detailed product and geographic market definitions 
for price ass essment and market intelligence products.  
7.2.1.  Commodity  price assessments  
7.2.1.1.  Overview of the Parties’ activities  
(838)  Both Parties operate PRAs  and IHSM also provide s price assessments through other 
non-PRA businesses . Both Parties  are active in the provision of price  assessments 
for a wide set of commodities and regions. S&P supplies price assessments through 
                                                 
625  See Section 7.3.1.1.  
 
 
179 its PRA S&P Platts (“Platts”) . IHSM mainly provides price assessments through its 
PRAs  OPIS, PetroChem Wire (“PCW” , part of OPIS ), and Coal, Metals and Mining 
(“CMM”). IHSM also provides price assessments through some non -PRA 
businesses, namely Oil, Midstream, Downstream and Chemical Consulting division 
Advisory Services (“OMDC”), Agribusiness and Point  Logic . 
(839)  Price assessments can broadly be grouped based on the level of the supply chain that 
they cover. That is, they can be grouped into (i) spot price assessments (prices 
relating to bulk deals that happen at the top of the supply -chain), (ii) rack price 
assessments (prices relating to wholesale purchases made alo ng the distribution 
system, i.e. downstream of spot) and (iii) retail price assessments (prices at the end 
of the supply chain). This segmentation, however, is only relevant for price 
assessments of commodities for which the underlying supply chain is split 
accordingly  (e.g. oil) . 
(840)  In addition, price assessments can be grouped based on the underlying commodity . 
In the ordinary course of business, Platts groups its price assessments according to 
the following five categories: (i) commodity group, (ii) ass essment family, (iii) 
market, (iv) product and (v) geographic region. A commodity group constitutes 
broadly related commodit ies (e.g. agriculture, petrochemicals, or oil) and an 
assessment family more closely related commodities within a commodity group (e .g. 
polymers or olefins within petrochemicals). Market and product categories then add 
further granular information on a specific commodity/specification, and region 
includes information on the geographical location of the underlying commodity (at 
the leve l of global regions).  
(841)  Platts provides price assessments for  the following commodity groups : agriculture, 
coal, LNG, metals, natural gas, oil, petrochemicals, power and shipping. In 
commodity groups  for which  a split into spot, rack and retail is relevant,  Platts 
supplies spot price assessments only.626 
(842)  IHSM supplies price assessme nts through a number of  entities  active in various 
commodity groups : (i) OPIS in agriculture, LNG, oil, power, and shipping, (ii) PCW 
in petrochemicals, (iii) OMDC in petrochemicals , (iv) CMM in metals and coal, (v) 
Agribusiness in agriculture and (vi) Point  Logic in natural gas. For commodities 
where the split along the supply chain is relevant, IHSM supplies rack, retail and 
spot price assessments.  
7.2.1.2.  Relevant product market  
(A) The Commi ssion precedents  
(843)  The Commission has not previously considered the relevant product market for the 
supply of price assessments.  
                                                 
626  For completeness, Platts is active in the supply of rack/retail price assessments to a very limited extent, 
exclusively through a domestic Japanese rack price assessment, which does not overlap with IHSM’s 
activities. In addition, Platts [Parties’ product information] , however Platts does not produce any of these 
rack price assessments.  
 
 
180 (B) The Notifying Party’s view  
(844)  The Notifying Party submits that the relevant product markets are likely at the level 
of the supply of  spot price assessments for a commodity group. That is for the 
following reasons.  
(845)  The Notifying Party submits that each of spot, rack and retail price assessments 
constitutes different product markets.627 First, spot, rack, and retail price assessments 
are n ot substitutable from a demand -side perspective as each of the three categories 
relates to different levels of the supply chain. Second, they are also not substitutable 
from a supply -side perspective because each of the three types of price assessment 
requires different market information as inputs into the price assessment, and the 
nature of the commodity markets at each level of the supply chain is not the same. 
Consequently, it is not the case that all suppliers can (or do) provide price 
assessments for all three categories. Given that the Parties overlap in spot price 
assessments only, the Notifying Party’s views on further segmentation of the price 
assessments relates to spot price assessments only.  
(846)  With respect to further segmenting spot price assessme nts by the type of the 
underlying commodity, the Notifying Party submits that potential plausible relevant 
product markets could be defined at the level of spot price assessments for an 
individual commodity group.628 While from a demand -side perspective, spo t price 
assessments for different commodities/specification are neither substitutable nor 
readily substitutable, the Notifying Party considers that supply side substitutability 
within price assessments for the same commodity group is sufficiently high. In 
particular, a supplier of price assessments for a commodity within a given 
commodity group could straightforwardly start supplying price assessments for 
related commodities in that group because barriers to entry are low and price data to 
generate assessme nts is readily available from multiple sources. By way of example, 
price assessment providers can utilise  for instance : (i) pre -existing relationships with 
market participants to aid price discovery  (i.e. to get information on trades of a 
specific product) ; (ii) commercial relationships with customers that already purchase 
price assessments within the commodity  group ; (iii) staff knowledge o f the 
commodity area; and (iv) the reputation they have already gained.629 
(847)  The Notifying Party considers that, aside from limited exceptions, it is not 
appropriate to segment price assessments according to the geographic region of the 
underlying commodity because the Parties and their competitors supply price 
assessments to customers as part of price assessment products or packages, and these 
do not necessarily correspond to specific locations or regions.630 An exception to this 
are price assessments for natural gas. The Notifying Party considers that a 
segmentation of natural gas price assessments into price assessments fo r American 
natural gas and European natural gas is plausible as natural gas price assessments are 
local in nature.631 
                                                 
627  Form CO, Chapter on price assessments, paragraph 1.119 and 1.120.  
628  Notifying Party’s response to RFI 24, paragraph 10.1.  
629  Notifying Party’s response to RFI 24, paragr aph 10.1.  
630  Notifying Party’s response to RFI 18, paragraph 2.2.  
631  Notifying Party’s response to RFI 14, paragraph 22.4.  
 
 
181 (848)  The Notifying Party considers that in the present case, the precise product market 
definition should in any case be left open because the Tr ansaction does not give rise 
to competition concerns under any plausible product market definition.632 
(C) The Commission’s assessment  
(849)  The results of the Commission’s market investigation assess ing all the above -
mentioned plausible segmentations of the market fo r the supply of price assessments 
are as follows.  
(850)  First, the results of the market investigation confirm the Notifying Party’s view that 
price assessments form a separate product market distinct from market intelligence 
product s. Price assessments and broa der market intelligence products are not 
substitutable from the users’ perspective ,633 and require different set of skills and 
assets from the suppliers’ perspective.  Therefore, virtually all of the respondents 
consider that a firm active only in market inte lligence would not be able to start 
producing price assessments in the short -term and with modest costs.634 
(851)  Second, with respect to the distinction based on the relevant level in the supply chain 
of the underlying commodity, the results of the market investigation are 
inconclusive. While from the demand side, a large majority of customers do not 
consider retail and / or rack prices as subs titutable to spot price assessments635, some 
supply -side substitutability appears to exist. Price assessment providers are split with 
respect to the difference in inputs required for the supply of spot, rack and retail 
price assessments, with around half of them considering that the inputs required are 
different.636 The majority of providers, however, considers that if a firm is only 
active in the supply of price assessments at a certain level of the supply chain, it can 
switch to producing price assessments fo r other levels of the supply chain within a 
short time frame and at modest costs.637  
(852)  Third, the results of  the market investigation are not straightforward with respect to 
the appropriate level of commodity segmentation, but suggest that the level of the 
commodity segmentation appropriate for defining the relevant market is either at the 
level of a commodity gr oup or at the narrower level of the assessment family.  
(853)  On the demand side, customers’ responses indicate a  lack of substitutability even at 
the narrowest level of an individual commodity  or specification .638 For example, if a 
customer is looking for a price assessments in relation to a specific physical trade 
that they are making, for a specific commodity (e.g. crude oil) and specification (e.g. 
Platt’s Dated Brent), those customers will not generally accept a price assessment for 
another commodity (for examp le, gas) or for the same commodity but with a 
difference specification (e.g. Gulf Coast Sur). Therefore, most of the customers 
consider that competition generally takes place at the level of an individual 
                                                 
632  Form CO, Chapter on price assessments, paragraph 1.30.  
633  Replies to question 4 of Questionnaire 3.  
634  Replies to question 6 and 7  of Questionnaire 1.  
635  Replies to question 5 of Questionnaire 3.  
636  Replies to questions 8 and 9 of Questionnaire 1.  
637  Replies to question 10 of Questionnaire 1.  
638  Replies to question 8 of Questionnaire 3.  
 
 
182 commodity  specification, but around a third of them  indicate that this may also 
depend on an individual commodity.639 
(854)  On the supply side, the results of the market investigation indicate that there is 
substitutability at  least within assessment families, or possibly  across assessment 
families within the same  commodity group.  While  providers of price assessments are 
split as to whether competition generally takes place at the level of the assessment 
family or at the level of an ind ividual commodity/specification, they also  suggest the 
relevant product market a t the wider level.  For example, a price assessment provider 
explains that “PRAs generally have a presence in (or are absent from) whole 
commodity groups or assessment families”.640 The majority of providers consider 
that a firm active in one assessment famil y would generally be able to start 
producing price assessments for another assessment family within the same 
commodity group within a short time frame and at moderate cost.641 The same does 
not apply across commodity groups. The majority of the providers con sider that a 
firm active in one commodity group would either not be able to enter other 
commodity groups or could only enter commodity groups related to commodity 
groups in which they are currently active.642  
(855)  Fourth, the market investigation offers strong support for further segmenting the 
market based on the geographic location of  the underlying commodity (e.g. between 
North American crude oil  and Latin American crude oil ). Virtually a ll of the 
providers consider that  market conditions (in terms of e.g. inputs required, supply 
and demand dynamics or regulatory aspect) vary significantly depending on the 
geographic location of the assessed commodity. The majority of the customers also 
confirm that it would be appropriat e to further consider separate product markets 
depending on the geographic  location (region) of the assessed commodity.643 
(856)  In light of the above , we consider that spot, retail and rack price assessments may 
form separate product markets. Further, the relevan t product market is either at the 
level of price assessments for individual commodity groups or price assessments for  
individual assessment families , and the market could in addition be  segmented based 
on the geographic location of the assessed commodity  (“assessment region”) . 
(857)  In any case, the precise product market definition can be left open because the 
Transaction, as modified, does not give rise to concerns under any plausible product 
market definition.  
7.2.1.3.  Relevant geographic market  
(A) The Commission precedents  
(858)  The Commission has not previously considered the relevant geographic market for 
the supply of price assessments.  
                                                 
639  Replies to question 9 of Questionnaire 3.  
640  Replies to question 15 of Questionnaire 1.  
641  Replies to question 14 of Questionnaire 1.  
642  Replies to question 13 of Questionnaire 1.  
643  Replies to question 10 of Questionnaire 3.  
 
 
183 (B) The Notifying Party’s view  
(859)  The Notifying Party submits that the geographic market for price assessments is 
global.644 The Notifying P arty considers that on the supply -side, all that is required 
to create a price assessment is access to the relevant information on the commodity, 
which is easily transferable globally. On the demand -side, customers can (and do) 
also purchase from price ass essment suppliers across the world, regardless of the 
customer or supplier location.  
(C) The Commission’s assessment  
(860)  The Commission’s investigation indicates that the markets for the supply of price 
assessments are likely global in scope.  
(861)  From the supply side,  all price assessment providers supply customers that are 
located globally and do not experience any material barriers to providing price 
assessments to customers located outside of the company’s region.645  
(862)  From the demand side, most price assessment s’ customers consider that competition 
generally takes place at a regional level, but substantiate the views by pointing to the 
differences in the prices of the underlying commodities, rather than the differences in 
competitive landscape between different regions .646 The large majority of the 
customers, however, do not experience any barriers when purchasing price 
assessments from providers located outside of their country or region.647 
(863)  For the reasons mentioned above, the Commission considers that, for the purposes o f 
this decision, the markets for the supply of price assessments (including all plausible 
segments thereof) are global in scope.  
7.2.2.  Commodities market intelligence  
7.2.2.1.  Overview of the Parties’ activities  
(864)  S&P supplies market intelligence primarily through SPGMI, b ut also to a limited 
extent through Platts. The market intelligence products that it supplies fall broadly 
into the following categories: industry specific data and analytics for various 
industries (including energy, metals and mining, petrochemicals etc.) , trade and 
maritime data (including trade analytics data, vessel tracking and cargo tracking 
data), and ESG (e.g. ESG scores) .648 
                                                 
644  Form CO, Chapter on price assessments, paragraph 1.31.  
645  Replies to q uestion 20 and 21 of Questionnaire 1.  
646  Replies to question 11 of Questionnaire 3. One customer, for example, adds: “This depends very much on 
the specific commodity, e.g., power price assessments are on the national or even market area level (if 
more tha n one market area per country like in Sweden) whereas the API2 for coal is on the NWE regional 
level. Typically price assessments are relevant on the regional or national level.”  
647  Replies to question 12 of Questionnaire 3.  
648  No affected markets arise in  relation to ESG, where the Parties’ activities do not overlap and a multitude 
of other players are active both in the provision of ESG data (upstream, including e.g. Bloomberg, 
Moody’s Refinitiv in addition to IHSM), as well as in ESG scores (downstream i ncluding e.g. MSCI and 
Sustainalytics). In addition, S&P supplies the following “financial” market intelligence products that are 
discussed under Financial data sections of this Decision: credit ratings research and data, company 
information, leveraged loa n market intelligence, securities and other identifiers, and macroeconomic data.  
 
 
184 (865)  IHSM supplies the following groups of market intelligence products: automotive 
data, trade and maritime data (including trade a nalytics data, vessel tracking and 
cargo tracking data), energy industry data, chemicals data, agribusiness data, product 
design and TMT data.649 
7.2.2.2.  Relevant product market  
(A) The Commission precedents  
(866)  The Commission previously considered the supply of (primarily financial) market 
intelligence products. In these cases, the Commission segmented the supply of 
market intelligence between real -time and non -real-time data. Within the supply of 
non-real-time data , the Commission considered an additional sub -segmentation by 
means of delivery (between desktop solutions and datafeeds).650 
(867)  In Thomson / Reuters , the Commission considered that individual content sets are 
not substitutable for one another since they respond to different and well -defined 
needs of customers and are often traded separately, and can be considered on a 
standalone basis.651 
(B) The Notifying Party’s view  
(868)  The Notifying Party segmented the supply of market intelligence by (i) real -time and 
non-real time data, and (ii) by reference to the individual content sets concerned.652 
In relation to the markets where the Parties’ overlap or giving rise to vertical 
relationships, the individual content sets concerned include: (i) Commodity cargo 
tracking; (ii) Trade analytics; (iii) Freight rate forecasts; (iv) Upstream energ y; (v) 
Downstream / midstream energy; (vi) Power; (vii) Agriculture; (viii) 
Petrochemicals; and (ix) Metals.653 
(869)  The Parties note that market intelligence products can also be split between 
distribution channels (i.e. between desktops and datafeeds), but argu e that customers 
can and do switch between the different means of delivery when receiving market 
intelligence.654 
(C) The Commission’s assessment  
(870)  The results of the market investigation indicate that market intelligence form part of 
a distinct market, separate f rom the provision of price assessments. There is in 
particular limited supply -side substitutability, as providers of market intelligence 
products could not start offering price assessments within the short term, due to the 
                                                 
649  In addition, IHSM supplies the following “financial” market intelligence products that are discussed under 
Financial data sections of this Decision: financial services data , economics and country risk and 
identifiers.  
650  Commission decision of 20 July 2018 in Case M.8837 - Blackstone / Thomson Reuters F&R Business , 
paras. 10 and ff, and cases cited.  
651  Commission decision of 19 February 2008 in Case M.4726, Thomson Corporati on / Reuters Group , 
paragraph 61.  
652  Form CO, Chapter on Market Intelligence, paragraph 6.54.  
653  Form CO, Chapter on Vertical Relationships, paragraphs 5.39 and 5.40.  
654  Form CO, Chapter on Market Intelligence, paragraph 6.55. Form CO, Chapter on Vertical  Relationships, 
paragraph 5.1.  
 
 
185 costs and time required, in p articular to become IOSCO  compliant and become 
trusted by the industry.655 
(871)  Regarding the split between market intelligence provide via desktop and datafeeds, 
the market investigation suggests that this distinction may not be relevant. The large 
majority of re sponding market intelligence suppliers provide their products both as a 
desktop solution and via datafeeds.656 They are more split as to whether a supplier 
only active in the supply of datafeeds could switch to offering desktop market 
intelligence swiftly an d for limited costs.657 In addition, a majority of customers 
procure market intelligence as both desktop solution and via datafeeds.658 
(872)  The market investigation however supports further segmenting market intelligence 
between real -time and non -real time data. F irst, there is limited supply -side 
substitutability. The majority of market intelligence suppliers only provide non -real 
time data, with the remainder provide both non -real time and real -time data.659 A 
large majority of suppliers of market intelligence cons ider that a firm active in non -
real time cannot switch to producing real -time market intelligence within a short 
time frame and at modest costs660. Second, there is also limited demand side 
substitutability. Real-time data is necessary for time -sensitive act ivities such as 
trading on exchanges, whereas non -real time data is used to support longer term 
commercial decisions within companies (e.g. supply chain management, investment 
decisions or M&A activity). The majority of customers of the Parties’ market 
intelligence products  procure non -real time data whereas the rest (with the exception 
of one responding customer) procures both non -real time and real time data.661  
(873)  The results of the market investigation are more inconclusive as to the specific 
content set at  which level competition takes place. Respondents are generally split as 
to whether competition takes place at the level of the sets identified by the parties, or 
at a narrower level , in particular at the level of the underlying commodity and/or the 
region  of the underlying commodity . In particular:  
(a) Regarding agriculture  market intelligence, respondents are split as to whether 
competition takes place at the level of individual commodities (e.g. sugar 
market intelligence) or at a more granular level, for ins tance based on the 
location of the underlying commodity  (e.g. European sugar market 
intelligence) .662  
(b) Regarding cargo tracking , a majority of  respondents consider that 
competition takes place at a more granular level, for instance based on the 
underlying co mmodity (e.g. LNG cargo tracking).663  
                                                 
655  Replies to question 6 of Questionnaire Q2.  
656  Replies to question 10 of Questionnaire Q2.  
657  Replies to question 12 of Questionnaire Q2.  
658  Replies to question 66 of Questionnaire Q3.  
659  Replies to question 7 of Q2.  
660  Replies to question 9 of Q2.  
661  Replies to question 65 of Q3.  
662  Replies to questions 14.1 of Questionnaire Q2 and question 69.1 of Questionnaire Q3.  
663  Replies to questions 14.2 of Questionnaire Q2 and question 69.2 of Questionnaire Q3.   
 
 
186 (c) Regarding trade analytics , respondents are generally split  as to whether 
competition takes place  for trade analytics (or the wider maritime and trade 
level) or  at a more granular level, for instance based on the region( s) covered 
(e.g. Europe trade analytics) .664 
(d) Regarding freight rates , most responding competitors and customers consider 
competition takes place at least at the level of freight rate forecasts or the 
wider maritime and trade market .665  
(e) Regarding metals , respo ndents are split as to whether competition takes place 
at the level of individual commodities (e.g. steel market intelligence) or at a 
more granular level, for instance based on the location of the underlying 
commodity  (e.g. European steel market intellige nce).666 
(f) Regarding upstream energy , a majority of respondents  consider competition 
takes place at a more granular level  than upstream energy  (e.g. upstream oil 
market intelligence) .667 Similarly, r egarding midstream and downstream 
energy , a majority of competitors and of the customers consider competition 
takes place at a more granular level such as midstream and downstream oil 
market intelligence) .668 
(g) Regarding petrochemicals , half of responding competitors consider 
competition takes place at a more granular level than commodities. One 
competing supplier of market intelligence notes for instance that “ Within 
petrochemicals, clients will in some cases require a single product analysis 
for a specific country, e.g. propylene in the United States ”. However, a  
majority of customers consider competition takes place for commodities 
areas or the wide petrochemical level .669  
(h) Regarding power , a majority of competitors consider competition takes place 
at a more granular level than the power market , while c ustomers are split as it 
takes place for power (or the wider energy market intelligence market) or at a 
more granular level , potentially based on the underlying commodity (nuclear, 
renewables etc.) and/or the relevant region .670  
(874)  There is however, some materi al degree of supply -side substitutability across content 
sets, in particular for related commodities. The majority of responding suppliers  
indicate that they could switch production, in particular to related commodity areas 
(e.g. within the oil and gas val ue chain) , potentially by hiring additional analysts .671 
One provider of market intelligence indicates for instance that “ Once you have the 
technology in place and the relevant customer base, an expansion of market 
intelligence to related commodities would s eem plausible within 6 months by using 
the know -how and expertise of reporters and analysts ”. Another provider states that 
                                                 
664  Replies to questions 14.3 of Questionnaire Q2 and question 69.3 of Questionnaire Q3.  
665  Replies to questions 14.4 of Questionnaire Q2 and question 69.4 of Questionnaire Q3.  
666  Replies to questions 14.5 of Questionnaire Q2 and question 69.5 of Questionnaire Q3.  
667  Replies to questions 14.6 of Questionnaire Q2 and question 69.6 of Questionnaire Q3.  
668  Replies to questions 14.7 of Questionnaire Q2 and question 69.7 of Questionnaire Q3.  
669  Replies to questions 14.8 of Questionnaire Q2 and question 69.8 of Questionnaire Q3 . 
670  Replies to questions 14.9 of Questionnaire Q2 and question 69.9 of Questionnaire Q3.  
671  Replies to question 13 of Q2.  
 
 
187 “[there] is a 'family resemblance' between most commodities (cycles and 
correlations), so a well trained analyst or price reporter ca n adapt to new markets 
within [a short] time frame ”. A provider of market intelligence in the energy sector 
indicates “ some commodities are easier to provide intelligence for than others, 
commodities in the same value chain can be covered with relative eas e e.g. covering 
LPG and moving to Naphtha is relatively easy and could be done due to similar and 
connected nature of the markets, but to move into ammonia would be more difficult. 
Related commodities are: Crude Oil, Natural Gas Liquids, Gas/LNG, Refined 
Products, Petrochemicals ”.672 
(875)  This supply -side substitutability is further evidence by a large majority of customers 
who consider that suppliers of market intelligence products generally are able to 
adapt their offering in response to specific customer reques ts (for e.g. more in -depth 
analyses and/or coverage of additional commodities).673 One customer notes for 
instance that “ suppliers usually ask the subscribers for feedback and incorporate it 
into their service if found to be useful ”. Another one indicates that “ supplier are 
often happy to produce a bespoke analysis at extra cost ”. A customer similarly states 
that “ it is possible for market intelligence providers to make specific in -depth 
studies, according to specific customer requests (for example, some ye ars ago, we 
asked market intelligence providers to study future demand and supply trends for 
gasoline, in particular for the countries located in the Mediterranean Basin as well 
as for the US Atlantic Coast and LATAM) ”. A customer in the petroleum value ch ain 
indicates that “ customers are usually able to access to specific more in -depth 
analysis and coverage of additional commodities on demand at an additional cost ”.  
(876)  It results from the above that, for the purposes of this decision, markets for market 
intelligence products can be segmented between real -time and non -real-time data, 
and by the content set covered . The precise scope of individual content sets, i.e. 
whether they are defined at the levels identified by the Notifying Party (namely (i) 
commodity c argo tracking; (ii) trade analytics; (iii) freight rate forecasts; (iv) 
upstream energy; (v) downstream / midstream energy; (vi) power; (vii) agriculture; 
(viii) petrochemicals; and (ix) metals), or at a narrower level, based on the 
underlying individual c ommodity and/or region, can be left open, as it does not 
materially affect the Commission’s assessment.  
7.2.2.3.  Relevant geographic market  
(A) The Commission precedents  
(877)  In its previous decisional practice, the Commission considered markets for the 
supply of (primarily  financial) market intelligence products as likely at least -EEA 
wide in scope.674 
(B) The Notifying Party’s view  
(878)  The Notifying Party considers markets for the supply of market intelligence to be 
global in nature, in particular as (i) from a supply side perspective, suppliers obtain 
                                                 
672  Replies to question 13.1 of Q2.  
673  Replies to question 68 of Questionnaire Q3.  
674  Commission decision of 20 July 2018 in Case M.88 37 - Blackstone / Thomson Reuters F&R Business , 
paras. 19 and ff, and cases cited.  
 
 
188 information from publicly available sources that can largely be collected virtually, 
and offer their products and services globally, (ii) from a demand side perspective, 
customers purchase market intelligence from suppliers re gardless of their location.675 
(C) The Commission’s assessment  
(879)  The market investigation indicates that markets for market intelligence products are 
likely global in scope.  
(880)  From a supply -side, the overwhelming majority of market intelligence providers 
supply cust omers , which are located around the world . Correspondingly, from a 
demand -side perspective the large majority of customers procure market intelligence 
from suppliers located around the world .676 
(881)  In addition, the large majority of respondents to the market in vestigation indicate 
that there is no barrier to providing market intelligence products to customers located 
outside of the region where suppliers of market intelligence are established, and that 
pricing does not differ materially across regions.677 
(882)  For the reasons mentioned above, the Commission considers that, for the purposes of 
this decision, the markets for market intelligence products (including all plausible 
segments thereof) are global in scope.  
7.3. Competitive assessment  
7.3.1.  Commodit y price assessments  
7.3.1.1.  Comp etitive dynamics  
(A) The Notifying Party’s view  
(883)  The Notifying Party  indicates  that the role of the benchmark price assessment and its 
interaction with reference p rices (see Section s (B.i) and (B.ii)  below for discussion  
on benchmarks and reference prices) has critical implications for the nature of 
competition in price assessments.678 Once a specific price assessment becomes the 
benchmark, displacement occurs very infrequently.679 Nevertheless, the Notifying 
Party considers that benchmark providers remain constrain ed, b oth in terms of price 
and quality, because (i) there is always a possibility that the benchmark will be 
displaced if there are fundamental errors in the calculation of the benchmark or an 
erosion of confidence in the underlying methodology and (ii) th e benchmark 
provider must act competitively in order to remain an attractive choice for future 
benchmarks.680 
(884)  Due to the entrenchment of the benchmark price, competition generally takes place 
(i) between price assessment providers competing to provide a refe rence price for a 
                                                 
675  Form CO, Chapter on Market Intelligence, paragraph 6.62.  
676  Reply to questions 16 of Questionnaire Q2 and 72 of Questionnaire Q3.  
677  Reply to questions 17 and 18 of Quest ionnaire Q2 and 71 of Questionnaire Q3.  
678  Form CO, Chapter on Price assessments, paragraph 6.136.  
679  Form CO, Chapter on Price assessments, paragraph 6.139.  
680  Form CO, Chapter on Price assessments, paragraph 6.145.  
 
 
189 particular commodity or (ii) when trying to establish a price assessment as the 
benchmark for a new or emerging commodity.681 In these cases, the Notifying Party 
submits that a wide set of competitors who are seen as effective competitors t o 
provide a reference price  exist.682 
(885)  In view of the above, the Notifying Party considers that the appropriate competitor 
set for the purposes of market share calculations include a wide set of competitors,  
includ ing PRA and non -PRA providers . 
(886)  Finally, the Notifying Party explains that there are no significant barriers to entry 
and expansion as a supplier of price assessments (as distinct from the supply of 
benchmark  price s).683  
(B) The Commission’s assessment  
(B.i) Benchmark  prices, customer switchin g cos ts and network effects  
(887)  An important characteristic of the price assessment markets is the existence of  the 
so-called “benchmark ” prices. It is typically the case that a specific price assessment 
(or more rarely a combination of price assessments) become s the market standard for 
a given commodity. When this occurs, the price assessment qualifies as the 
benchmark for that commodity.684 This occurs through market acceptance and the 
price assessment becoming embedded in the market ecosystem, which happens in 
two ways:  
(a) In relation to physical trades, over time private market participants coalesce 
around a specific price assessment that is then used as a reference point to 
settle , often long term,  bilateral contracts (with price indexation clauses); 
and/or  
(b) In relati on to derivatives/future contracts , an exchange will specify a price 
assessment for use in its listed derivative contracts (typically based on what 
the market uses as the benchmark for physical trades).  
(888)  The existence of a benchmark price leads to very strong network effects , because, as 
a provider explains, “it is extremely risky and burdensome for an individual player 
in the chain to switch benchmark, unless the entire supply chain switches” .685 The 
systemic relationship between related sectors and commoditi es further exacerbate the 
network effects that are not only present within a specific commodity but across 
groups of related commodities. The network effects become increasingly stronger 
and switching increasingly difficult once a benchmark is used not onl y for physical 
trading but is also reference d in financial derivatives.686  
                                                 
681  Form CO, Chapter on Price assessment s, paragraph 6.151.  
682  Form CO, Chapter on Price assessments, Annex C.15.  
683  Form CO, Chapter on Price assessments, paragraph 6.168 ff.  
684  There are certain limited cases where customers may use a composite benchmark, which combines more 
than one price ass essment, for example as a basket of two (or more) price assessments. There are also 
some limited markets where there is more than one benchmark in the sense that there is not a unique price 
assessment referenced in contracts.  
685  Minutes of a call with a market participant on 11 March 2021.  
686  Minutes of a call with a market participant on 11 March 2021.  
 
 
190 (889)  Therefore, the provider of the benchmark is well entrenched and  it is extremely rare 
for a benchmark to be replaced by another price assessment. For example, in the 
overall price assessment market, the Notifying Party is up until now aware of only 
[…] instances of displacement of a benchmark (held by either Party or a third party 
competitor) by a PRA (including the other Party) or an exchange.687 The Notifying 
Party described three circumstances in which a benchmark may be displaced:  
(a) “Like for like” displacement by an alternative price assessment for the same 
commodity/specification. This circumstance is extremely rare, and would 
generally happen only  where there has been some form of perceived failure 
or loss of confidence in the calculation of an incumbent benchmark . A 
customer illustrates the rareness of such a displacement by providing an 
example of market participant s being strongly dissatisfied w ith a major 
methodology change announce by a benchmark provider, but not considering 
switching away from the benchmark due to systemic relationships, long -term 
contracts and other network effects described above ;688 
(b) When u nderlying commodity market changes such that the incumbent 
benchmark is no longer relevant and is instead replaced by an alternative 
benchmark more reflective of the changed commodity supply landscape; or  
(c) An exchange may change the specification for physical or futures/derivative 
contracts,  such that the incumbent benchmark ceases to be relevant.  
(B.ii) Nature of competition between benchmarks and reference prices  
(890)  Once a price assessment has been established as the benchmark, the role of other 
(non-benchmark) price assessments for the same commodit y is to act as alternative 
reference prices. Reference prices may be used by market participants: (i) to provide 
further information or verification for the benchmark price that a market participant 
wishes to use; or (ii) where the market participant does not require a benchmark but 
simply wishes to use the price assessment, for example for market analysis.  
(891)  The majority of price assessment providers confirm that, despite the embeddedness 
nature of the benchmark, reference prices continue to constrain the pr ovider of the 
benchmark in terms of price and quality.689 One of the market participants, for 
example, explains, “Investment by alternative PRAs to win over existing benchmarks 
nevertheless remains high because of the winner -takes -all nature of the market. E ven 
though any PRA has a low probability of displacing a benchmark, the pay out of 
being successful is very high (ca. 50 mn USD equity value for certain benchmarks) 
and thus incentives to compete for an existing benchmark remain strong.”690  
(892)  The investigation confirms that it is particularly the closest credible alternative (s) to 
the benchmark (sometimes referred to as the “second look (s)”691) that is most l ikely 
                                                 
687  Form CO, Chapter on price assessments, Annex C.25.  
688  Minutes of a call with a market participant on 11 March 2021.  
689  Repli es to question 30 of Questionnaire 1.  
690  Minutes of a call with a market participant on 11 March 2021.  
691  The market investigation results support the existence of a “second look” price, with the majority of 
providers suggesting that a second look price ex ists. However, some of them also explain that the concept 
is too simplified and its importance difficult to quantify. Replies to question 28 of Questionnaire 1.  
 
 
191 to displace the benchmark  and thus exerts the strongest constraint on the benchmark 
price. To illustrate, out of […] cases  of displacement listed by the Notifying Party, in 
[…] cases the benchmark  was displayed by (one of) the second look price(s).692 
(893)  In addition , a price assessment provider explains that  a market could also shift to the 
third option price assessment if its price assessments are perceived as particularly 
innovati ve and that therefore smaller players typically  display more willingness to 
take risks when it comes to innovation, as opposed to incumbents.693 
(894)  In addition  to a benchma rk displacement , the competition between suppliers of price 
assessments takes place either (i) between price assessment providers competing to 
provide a reference price or (ii) when trying to establish a price assessment as the 
benchmark for a new or emerg ing commodity.  
(895)  The market investigation confirms that the provider of the benchmark and the 
providers of closest alternatives to the benchmark for a specific commodity are the 
strongest potential competitors in new or emerging commodities related to that 
commodity.694 
(B.iii)  Key competitive elements  
(896)  The main characteristics that distinguish price assessments include  the provider’s 
reputation, methodology, compliance with the relevant regulations ( IOSCO 
Principles  and EU BMR)  and other regulation, and frequency  of the price 
assessment . 
(897)  Reputation as a credible and independent supplier of price assessments is a pre -
requisite to providing a benchmark or any competitive reference price. Both 
providers  and customers consistently rank the provider’s reputation as one  of the 
most important characteristic of a price assessment.695 A customer explains: “It is 
inconceivable, for instance, that a major chemical producer would sign a long -term 
contract or make an investment decision in an existing market based on information 
from a PRA that had no substantial track record in a market, as these decisions are 
often valued in billions of dollars or more.”696 
(898)  Another important distinguishing feature of price assessment providers is 
methodology.697 Typically, suppliers of commodity pri ce assessments assess the 
going market price of a given commodity by obtaining data from market 
participants. This is done by obtaining transaction information directly from market 
participants, tracking bids/offers and transactions, and understanding prev ailing 
market sentiment. Market participants study the methodology employed by a price 
assessment provider when deciding which price assessments to use. Platts, for 
example, uses three different methodologies to govern how its market reporters 
                                                 
692  Form CO, Chapter on price assessments, Annex C.25.  
693  Minutes of a call with a market partic ipant on 17 March 2021.  
694  Questionnaire 1 and 3: Price assessment providers that are ranked as the Top providers of benchmarks in a 
certain commodity group are consistently ranked the highest with respect to their ability to become 
benchmarks in new commo dities related to that commodity group.  
695  Replies to question 35 of Questionnaire 1 and question 5 of Questionnaire 3.  
696  Reply to question 13 of Questionnaire 1.  
697  Replies to question 35 of Questionnaire 1 and question 25 of Questionnaire 3.  
 
 
192 gather and a ccess data when producing price assessments: “Market on Close” ,698 
survey699 and index700. OPIS, on the other hand, uses a different “all day trading” 
average methodology.701 
(899)  The Board of the International Organisation of Securities Commiss ions (“IOSCO”) 
has estab lished p rinciples for oil price assessments that are referenced in derivative 
contracts subject to regulation by IOSCO members (the “IOSCO Principles”).702 
While compliance with the IOSCO P rinciples is not mandatory for providers of price 
assessments, such c ompliance may be expected by market participants in relation to 
price assessments for certain commodities (including, but not limited to oil). To the 
Notifying Party’s knowledge, all major suppliers of oil price assessment comply 
with IOSCO Principles and other major suppliers of (non -oil) price assessments 
comply with IOSCO Principles for assessments that are used for exchange -traded 
derivatives.703 Moreover, certain providers of price assessments may follow the 
IOSCO Principles internally, but not undergo t he formal IOSCO assurance review 
process.  Both providers and customers rank compliance with IOSCO Principles as 
one of the most important characteristic of a price assessment.704 
(900)  Where a price assessment benchmark  is regulated by the European Benchmarks 
Regu lation (“EU BMR”),705 the IOSCO Principles are effectively mandatory 
                                                 
698  Market in close is a process in which bids, offers, and transactions are submitted by market participants to 
Platts editors through various media and published in real time throughout the day until the time of market 
close. Following close, Platts editors examine the data gathered throughout the day, conduct their analysis, 
and develop final price assessments that reflect a commodity’s end -of-day value. Some MOC price 
assessments rely on eWindow data; eWindow is a data -entry and online communications tool, […], which 
assists with the collation of trading submissions and thereby facilitate the MOC price assessment process.  
699  A survey involves Platts market specialists contacting buyers, sellers and brokers directly for relevant 
transaction information. Edito rial judgment has an important role in the assessments created using this 
methodology, particularly in new markets and where data is not readily available, because editors are 
responsible for amalgamating the collected information so that it accurately ref lects the market price.  
700  Index involves complementing the information collected directly from market participants with trade data 
obtained from exchanges.  
701  OPIS calculates this “all day trading” average by collecting market data, including trade data, throughout 
the day through various channels. In markets where transactional data is less comprehensive, OPIS price 
reporters use bid/ask ranges to set highs and lows in accordance with established methodologies. Highest 
bid and lowest offer may set the par ameters of these ranges. In some cases, historically demonstrated 
mathematical formulae may be applied to calculate the differential value of an illiquid product relative to a 
more liquid product.  
702  The IOSCO Principles recommend suppliers of oil price as sessments to (i) formalise and make public any 
price assessment methodology, and make this subject to internal and external review and scrutiny; (ii) use 
reliable indicators of market values, free from distortion and representative of the relevant market; and 
(iii) ensure any methodology contains and describes all criteria and procedures used to develop the 
assessment, including the use of market data, the assessment time periods, the means for submissions and 
any assumptions or exclusions made.  
703  Where a market participant’s commodity price assessment benchmarks are regulated by the European 
Benchmarks Regulation (“EU BMR”), the IOSCO principles are effectively mandatory because they are 
mirrored in the EU BMR as it applies to commodity price assessments.  
704  Replies to question 35 of Questionnaire 1 and question 25 of Questionnaire 3.  
705  Regulation (EU) 2016/1011 applies, subject to certain exemptions and exclusions, to the provision, 
contribution of data to, and use of, indices (including commodity price a ssessment benchmarks) which 
are: (i) published or made accessible to the public, including indirectly as a result of the use of the index 
by one or more EU regulated financial services firms as a reference for a financial instrument it issues or 
to determi ne the amount payable under a financial instrument or financial contract; (ii) regularly 
determined (a) entirely or partially by the application of a formula or any other method of calculation, or 
by an assessment, and (b) on the basis of the value of one or more underlying assets or prices, including 
 
 
 
193 because they are mirrored in the EU BMR as it applies to commodity price 
assessments.  
(901)  Finally, f requency of the price assessment is another characteristic  that providers and 
customers consider as an important differentiating factor.706 A provider explains: 
“For a market price to be representative of the market it must reflect how the market 
operates. If a PRA were to publish a weekly price for a market that p riced daily then 
the price would be irrelevant to its customers.”707 The frequency of the price 
assessment may, however, be less important in case a price assessment is not used as 
a contract price, but for other use cases such as for market analysis or business 
planning.  
(B.iv)  Barriers to entry  
(902)  Contrary to the Notifying Party’s claim, t he market for the supply of price 
assessment is characterised by high barriers to entry ,708 in particular so for the supply 
of benchmark price assessments .709 The following key entry re quirement are difficult 
to overcome and require significant time and resources . 
(903)  Reputation as a credible supplier of price assessments  is hard to establish, and 
requires a strong and long track -record  of providing reliable and accurate price 
assessments . Provider explains , “As vital as this reputation is, the required level of 
trust can take years to build.”710 and “PRAs take years to build their reputation, 
credibility and track -record.” 711 This is not true only for newly entering PRAs but 
also for existing PRAs entering new markets,712 and may be even tr ickier for non-
PRA provider s: “Other types of market participants have to demonstrate 
independence and credibility to be accepted by the market, outside of PRAs this 
would be difficult (but not impossible) to d o.”713 On the other hand, customers 
consider the reputation as a credible supplier as the most important characteristic of a 
new price assessment provider.714 
                                                                                                                                                      
estimated prices, quotes and committed quotes, or other values or surveys; (iii) used within the European 
Union as a reference for the determination of amounts payable under a financial instrument (i.e. a wide  
range of financial instruments, including derivatives traded on a trading venue or via a systematic 
internaliser, and derivatives for which an admission to a trading venue has been requested) or financial 
contract (i.e. consumer and mortgage credit agreem ents), or the value of a financial instrument, or which 
measure the performance of an investment fund.  
706  Replies to question 35 of Questionnaire 1 and question 25 of Questionnaire 3.  
707  Reply to question 35 of Questionnaire 1.  
708  The vast majority of both  providers and customers consider the barriers to entry into the market for the 
provision of price assessments as either high or very high. Replies to question 91 of Questionnaire 1 and 
question 60 of Questionnaire 3.  
709 Virtually all providers consider the  barriers to entry into the market for the provision of benchmark price 
assessments as high or very high. Replies to question 90 of Questionnaire 3.  
710  Reply to question 93 of Questionnaire 1. Other providers also explain that it takes years to build a tra ck 
record.  
711  Reply to question 12 of Questionnaire 1.  
712  A provider explains: “Even when an existing PRA enters a new market it understands it will take many 
years for it to build the necessary track record, reputation and history of its methodological approach 
being robust and credible. It is not unusual for a PRA to spend several years building its position before it 
is used by the market in any substantial way.” Reply to question 12 of Questionnaire 12.  
713  Reply to question 35 of Questionnaire 1.  
714  Replies to question 62 of Questionnaire 3.  
 
 
194 (904)  High customer switching costs and network effects . According to customers, the 
barriers to switching price assessment are high, particularly with respect to contract 
prices.715 A customer explains: “Contract price: switching to another provider is 
nearly impossible for a number of reasons including: (i) the availability of reliable 
and industry -proven alter native price assessments, (ii) the need for any change in 
benchmarks to be industry -wide to be effective (which raises the question of 
compliance with competition law); (iii) the need (let alone the feasibility) to revise 
systems configurations in order to  integrate alternative price assessment providers; 
(iv) significant cost increases related to subscribing data provision contracts with 
multiple price assessment providers; and (v) the fact that any change in reference 
price assessments in future contracts  (including term contracts and hedges) would 
be very difficult to implement and carries a material risk of price inconsistencies or 
errors in contractual pricing and price exposure.” As mentioned by this customer, 
due to network effects, any switching woul d need to occur at the level of the industry 
as a whole, which is according to the large majority of customers either difficult or 
extremely difficult  to achieve .716 Therefore: “Benchmarks can be extremely "sticky" 
and once embedded in a market can be very difficult to dislodge as significant 
benchmark use is forward looking.”717 
(905)  Access to price data . In order to obtain price data, a new entrant requires extensive 
contacts with a broad spectrum of market participants (e.g. traders) in the relevant 
commodity an d needs to persuade them to share the price data on a regular basis. It 
might be particularly difficult to do so in case the market participants does not use 
PRAs data, or if that market participant is already speaking with other PRAs.718 
(906)  Regulation . Financi al regulations exist in the EU to govern the provision of 
commodity price assessments that have become benchmarks  (EU BMR). In addition, 
where an assessment underpins a traded derivative  contract, PRAs are generally 
expected by market participants and othe r stakeholders such as exchanges to 
demonstrate adherence to the IOSCO  Principles through the assurance review 
process called for by those principles . Such adherence to the IOSCO Principles, 
which is reviewed by an external auditor annually, requires devot ing resources to 
appropriate internal processes and controls.719 
(907)  As an additional entry barrier,  a provider mentions the recruitment of reporters, 
capable of reporting on a relevant market. According to them, the pool of reporters 
that have the knowledge and  capability to do this is relatively small, as such 
reporters do not only require a background in the commodity but also an ability to 
develop contacts and content for a completely new market.720 
(908)  The Notifying Party submits that there has been a number of ne w entrants in the 
market over the last ten years721, but, of these , maximum four PRAs could be 
considered to provide a benchmark price assessments. The new entrants listed by the 
Notifying Party are mostly small and niche PRAs, which is reflected in the fact that 
                                                 
715  Replies to question 60 of Questionna ire 3.  
716  Replies to question 61 of Questionnaire 3.  
717  Provider’s reply to question 90 of Questionnaire 1.  
718  Reply to question 92 of Questionnaire 1.  
719  Form CO, Chapter on Price assessments, paragraph 6.123.  
720  Reply to question 92 of Questionnaire 1.  
721  Form CO, Chapter on price assessments, Annex C.11.  
 
 
195 the majority of customers are not aware of any new successf ul entrant in the last 5 
years.722 
(B.v) Competitive landscape  
(909)  Due to the characteristics of the market described above, the market for price 
assessments is a consolidated market with four big well-established PRAs. These 
include Platts, Argus, ICIS and OPIS, which are the main global providers active in 
the provision of benchmark price assessments for a broad range of energy (including 
oil, LNG, natural gas etc.), petrochemicals and other commodities. Other smaller 
PRAs exist, but these generally specialise in ind ividual commodity groups or even 
narrower niche markets. A market participant explains that “[even though] 
competition happens at a very narrow level of an individual market, […] the big four 
established PRAs (Platts, Argus, OPIS, ICIS) have a large advant age over smaller 
independent PRAs when competing for existing markets and entering new 
markets” .723 
(910)  In the overall price assessment market, Platts is considered as the largest provider, 
followed by Argus, ICIS and OPIS.724 Of the four, ICIS and OPIS are consid ered by 
customers as more innovative companies in the PRA space than Platts.725 However, 
the exact positions of these PRAs differ across commodity groups , assessment 
families and geographies, with a typical market having space only for three active 
PRAs.726 
(911)  In addition to the PRAs, price assessments may also be provided by other (“non -
PRA”) providers, such as market intelligence providers, exchanges and brokers. 
According to the market investigation results, non -PRA providers generally do not 
seem to offer a credible alternative to price assessments provided by PRAs. The 
large majority of providers and customers do not consider that these offer a credible 
alternative to PRA price assessments.727 However, a number of customers explain 
that price assessments provi ded by exchanges sometime do offer credible alternative 
and even act as benchmark prices, and that this is particularly the case for 
commodities with high exchange liquidity.728  
(912)  In this context, the Commission considers that market shares based on the 
compe titor set including only PRAs offer the most appropriate first proxy for 
assessing relative market positions of players in this market. But, f or commodity 
groups  where market investigation indicates that other non -PRA players provide 
credible altern ative to PRA price assessments,  the competitive assessments takes 
such non -PRA providers’ positions into account.  
                                                 
722  Replies to question 63 of Questionnaire 3.  
723  Minutes of a call with a market participant on 11 March 2021.  
724  Minutes of a call with a market participant on 25 June 2021, and replies to questions 26 and 27 of 
Questionnaire 1 and question 23 of Questionnaire 3.  
725  Minutes of a call with a market participant on 17 March 2021.  
726  Reply to question 30 of Questionnaire 1.  
727  Replies to question 11 of Questionnaire 1 and question 6 of Questionnaire 3.  
728  Replies to question 11 of Questionnaire 1 and question 6 of Questionnaire 3.  
 
 
196 7.3.1.2.  Overview of the affected markets  
(913)  Given that the Parties only overlap in the supply of spot price assessments and that 
IHSM’s activities in rack and retail price assessments [IHSM's revenue 
information] ,729 our assessment focuses on spot price assessments only.  
(914)  The Parties’ activities in spot price assessments give rise to horizontal ly affected 
markets in all of the overlapping commodity groups and /or plausible segmentations 
within these commodity groups: (i) agriculture  (affected market in biofuels  
assessment family only), (ii) coal, (iii) LNG, (iv) metals, (v) natural gas, (vi) oil, 
(vii) petrochemicals, (viii) power, and (ix) shipping.  The following sections provide 
competitive assessments for price assessments for each affected  commodity group , 
and where relevant for affected narrower plausible product market s within the 
commodity group.730 
7.3.1.3.  Price assessments - Biofuels  
(A) The Parties’ activi ties 
(915)  The Transaction gives rise to an affected market in the global market for biofuel  
price assessments  (and plausible narrower segments based on assessment region s). 
Biofuels  are an assessment family within agriculture commodity group , where S&P 
is activ e through Platts, and IHSM through OPIS and Agribusiness.731 
(B) The Notifying Party’s view  
(916)  The Notifying Party submits that no competition concerns arise because IHSM is a 
particularly small player , and because in the majority  of product categories in the 
EMEA  where the Parties’ overlap neither  of them provides the benchmark.732 
(C) The Commission’s assessment  
(917)  For the reasons set out below, the Commission finds that the Transaction raises 
serious doubts as to its compatibility with the internal market with respect to  the 
global market for biofuel price assessments.  The serious doubts arise due to the 
overlap between the biofuel price assessments of S&P Platts and that of IHSM OPIS 
(and not IHSM Agri business ). 
(918)  First , the Parties  are strong providers of biofuel price as sessments , likely among the 
largest three providers of biofuel price assessments globally . That is evident from the 
Parties’ and the competitors’ market shares, and confirmed by  the market 
investigation results.  
                                                 
729  Form CO, Chapter on Price assessments, paragraph 6.57.  
730 That is, we consider plausible markets at the level of an assessment family and segmented by the 
geographical region of t he underlying commodity. At an even narrower level of an individual 
commodity/specification, competitive dynamics lead to the emergence of a clear market leader (the 
benchmark provider) with a nearly monopolistic position in terms of its market share. Give n the high 
supply -side substitutability between commodities within an assessment family, however, any analysis of 
such a narrow market, would be misleading.  
731  No affected market arises at the level of commodity group agriculture or any other assessment f amily 
other than biofuels (including on any plausible narrower segments based on assessment regions).  
732  From CO, Chapter on Price assessments, paragraph 6.202.  

 
 
198 significant competitive constraint s on these three providers . This is observable in the 
overla p analysis  provided by the Notifying Party and confirmed by the market 
investigation.738 
(923)  Even though the overlap analysis is limited to overlapping categories only (and thus 
does not provide a complete view of the biofuels market as a whole ), it indicates th at 
the majority of biofuel benchmark price assessments are provided either by Platts, 
IHSM OPIS or Argus. Out of the […] biofuel categories  listed , Argus holds the 
benchmark in […] of these, Platts in […] and IHSM OPIS in […]. IHSM 
Agribusiness does not pr ovide a benchmark in any of these categories.739 
(924)  The lack of credible providers of biofuels price assessments is also reflected in the 
customer’s responses to the market investigation: “There is only – if at all – low 
competition in the area of biofuels” ,740 “All biofuels contracts in Europe settle on 
Argus and Platts. We don’t see other alternatives for this product” ,741 and “In case 
of biofuels there are only few supplier of market intelligence and/or price 
assessment” .742 
(925)  Third,  the Parties’ appear to b e at lea st among the top four potential price assessment 
providers of benchmarks for new markets that will emerge in relation to biofuels.  
(926)  Biofuels are a commodity related to both agriculture and oil, with competitors being 
split between whether biofuels are more closely related to agriculture or to oil.743 
Virtually all competitors consider that new markets related to agriculture and oil are 
likely to emerge in the next 5 years, and some specifically mention biofuels as  an 
area where new market in which the opportun ities for a benchmark are most likely to 
emerge .744 
(927)  The Parties rank among the top four price assessment providers with respect to their 
ability to become benchmarks in new markets related to both oil and agriculture.745 
The Parties’ unique ability to approach new emerging benchmark s both from the 
perspective of agriculture and oil may therefore make them particularly strong 
competitors for new markets related to biofuels.  
(928)  Fourth , as discussed in Section 7.3.1.1. , the pri ce assessment market are 
characterised by high barriers to entry , strong network effects and high  customer 
switching costs . 
(929)  Finally , a number of market participants raise biofuels as a specific price assessment 
market on which the Transaction will have a n egative impact. For example, 
customers explain that : “In case of biofuels, […] The transaction will further 
                                                 
738  The Notifying Party submits a detailed analysis of the most narrow price assessment categories where the 
Parties’ price assessments overlap (the “overlap analysis”). For each overlapping price assessment 
category, the overlap analysis provides the information on the role of the Parties’ and competitors’ price 
assessments in this category.  
739  Form CO, Chapter on Price assessments, Annex C.14. [description of benchmark providers] . 
740  Reply to question 9 of Questionnaire 3.  
741  Reply to question 22 of Questionnaire 3.  
742  Reply to question 104 of Questionnaire 3.  
743  Replies to question 17 of Questionnaire 1.  
744  Replies to question 43 and 55 of Questionnaire 1.  
745  Replies to question 44 and 55 of Questionnaire 1 and questions 28 and 38 of Questionnaire 3.  
 
 
199 increase market concentration and thus reduce the rather limited options to have at 
least two independent market informaion sources even further”746 and “With respect 
to price assessments, the Transaction could specifically reduce the choice with 
respect to new / emerging markets (e.g. biofuels and low carbon), for which IHSM 
competes” .747 For the reasons laid out above, the Commission considers that the se 
theories of harm are likely to materialise.  
(930)  In view of the above considerations, the Commission considers that the Transaction 
raises serious doubts as to its compatibility with the internal market and the 
functioning of the EEA Agreement in relation  to the global  market for biofuel price 
assessments.748  
7.3.1.4.  Price assessments - Coal 
(A) The Parties’ activities  
(931)  The Transaction gives rise to an affected market in the global market for coal price 
assessments  (and plausible narrower segments based on assessment families and/or 
assessment regions) , where S&P is active through Platts, and IHSM through CMM, 
under the McCloskey brand.  
(932)  In addition, IHSM has a commercial collaboration with Argus to produce the 
Argus /McCloskey’s Coal Price Index, which represents the average price of Argus 
and McCloskey's assessments, which is then  used to produce the composite Average 
Price Indexes (“API”) benchmark.  
(B) The Notifying Party’s view  
(933)  The Notifying Party submits that no plausible competition concerns arise for the 
following reasons. Platts is a small player, particularly in the EEA; the Parties’ price 
assessments are differentiated and have different use cases; and the Parties only 
overlap in […] out of […] categories for the majority of which a wide competitor set 
exists.749 
(C) The Commission’s assessment  
(934)  For the reasons set out below, the Commission finds that the Transaction raises 
serious doubts as to its compatibility with the internal m arket with respect to the 
global market for  coal price assessments . 
(935)  First , the global market for  coal price assessment market is a highly consolidated 
market, with the Parties being  two of the three main providers (alongside Argus) of 
credible coal price a ssessments . That is evident from the Parties’ and competitors’ 
market shares, the overlap analysis  and confirmed by many market participants.  The 
                                                 
746  Reply to question 104 of Questionnaire 3.  
747  Minutes of a call with a market participant on 14 September 2021.  
748  Given that the Transaction raises serious doubts with respect to t he overlap between the Parties’ activities 
in the global market for the provision of biofuel price assessments, we do not further discuss plausible 
segmentation of biofuel price assessments based on the underlying geographic location of the assessed 
commod ity. 
749  Form CO, Chapter on Price assessments, paragraph 6.205.  

 
 
201 Platts, Argus and IHSM as the most important players in the price assessmen t 
market.”756 
(939)  Limited number of providers can also be observed in  the Notifying Party’s overlap 
analysis . In the very large majority of […] categories in which the Parties overlap, 
the benchmark is provided by either one of the Parties or Argus.757 In the larg e 
majority of the se […] categories,  there i s no or only one other provider of price 
assessment that could function as the benchmark price assessment.  This is consistent 
with a customer’s explanation that “In exclusively physical contract markets, there 
are normally two (for instance in  coal) […]  reference price providers which 
compete .”758 
(940)  Second , providers other than the Parties  and Argus do not appear to offer credible 
alternative price assessment or constrain the main three players to a significant 
extent.  Other player s that a few  customers mention  as among  the top 5 largest 
providers of coal price assessment globally are Global Coal,  FastMarkets and 
CRU .759 However, as also evident from the market participants’ view s cited  above, 
these companies  do not appear to exert competitive constraint on the Parties. While 
the Notifying Party considers that FastMarkets would be able to provide a 
benchmark in some overlapping categories, it does not currently provide it in any of 
these. In addition , accordin g to an overview of FastMarkets in S&P’s internal 
documents , FastMarkets  are not perceived by S&P as strong competitors in coal 
price assessments.760 With respect to Global Coal and CRU, the Notifying Party 
itself recognizes these as competitors whose curren t prices would be less likely to 
function as a benchmark.761  
(941)  Third , in addition, it is unclear how much of a constraint Argus c ould exert on the 
Parties post -Transaction. A large proportion of benchmarks provided by Argus are 
not standalone Argus assessment s, but rather the API price assessments that use 
IHSM’s price assessments as an input.762 While the Notifying Party submits that 
Argus would be a strong competitor even with their standalone price assessments, 
IHSM’s price assessments appear to be an importa nt component of Argus’ offering 
and it is unclear to what extent IHSM or the merged entity post -Transaction  would 
have the ability to degrade Argus’ offering in this area.  In addition, the agreement 
between Argus and IHSM [contractual arrangements] .763 
                                                 
756  Reply to question 31 of Questionnaire 3.  
757  Form CO, Chapter on Price assessments, Annex C.14. Only in two categories the benchmark is not 
provided In one category, there is no benchmark in the market and in the other one, the benchmark is 
provided by Pace.  
758  Minutes of a call with a market participant on 11 March 2021.  
759  Replies to question 31 of Questionnaire 3.  
760  S&P’s internal document DOC_000001131, slide 54: [assessment of competitors in S&P's internal 
documents] .”  
761  From CO, Chapter on Price assessments, Annex C.14.  
762  Form CO, Chapter on Pric e assessments, Annex C.14. In 4 out of 6 categories in which Argus offers the 
benchmark price assessments, these is the API assessments.  
763  From CO, Chapter on Price assessments, paragraph 6.219.  
 
 
202 (942)  The f act that Platts is considered the clear market leader in metallurgical coal764 and 
IHSM is stronger in thermal coal,765 while in both cases only three main providers 
are active, means that the Transaction will further reinforce the Parties’ strength in 
the overall coal price assessments market.  
(943)  Fourth , given that the Parties are two of only three main credible providers of coal 
price assessments they compete closely and often provide the closest credible 
alternative to one another . This is confirmed in the market investigation, as t he 
majority of customers list the Parties as each other’s second closest competitor, after 
Argus.766 
(944)  Third , there is no prospect of entry into the coal price assessment market. As 
discussed in Section 7.3.1.1. , barriers to entry in the market for price assessments are 
high, network effects are strong and customer switching is very difficult. In addit ion, 
a customer explains  that “given the general structural decline in the coal market, it 
is hard to see many new players wanting to enter.”767 
(945)  Fourth,  nevertheless, market participants who consider that new market related to 
coal may arise in the next 5 ye ars, rank the Parties and Argus as the top  three 
providers with respect to their ability to offer benchmarks in these markets.768 
(946)  Finally , the majority of responding competitors and customers expect the 
Transaction to have a negative impact on the global market for coal price 
assessment s.769 A number  of them also raise concrete concerns that the Transaction 
will lead to a further reduction of competitors in an already highly consolidated 
market.  A customer for example “believes that the transaction could hav e anti -
competitive effects in the medium to long -term by reducing the number of 
competitors in already concentrated markets (especially in coal and power). [The 
customer]  believes that quality of the products could decrease or prices increase as 
a result o f the transaction.”770 Another one explains: “currently the price 
assessments for coal are only offered by a JV between IHS and Argus, with Platts 
being the only competitor. The Transaction will therefore eliminate competition in 
coal price assessments.”771 
(947)  A customer also explains that they value a diversity of available price assessments 
and that the current market structure “grants at least a minimum level diversification 
(in an already very concentrated market) in the price assessment”.772 The 
Transaction wou ld eliminate the required diversity of views.  
                                                 
764  Platts’ market share in the global market for metallurgical coal, PRAs only, 2020 was [30-40]%, with 
IHSM having [10-20]% and Argus [10-20]%. Strong position of Platts is reflected both in IHSM’s and 
Platts’ internal documents (e.g. DOC_00000892, ASH000143 ). 
765  IHSM’s market share in the global market for thermal coal, PRAs only, 2020 was [20-30]%, with Platts 
having [10-20]% and Argus [30-40]%. 
766  Replies to question 32 of Questionnaire 3.  
767  Reply to question 32 of Questionnaire 3.  
768  Replies to question 50 and 51 of Questionnaire 1.  
769  Replies to question 96 of Questionnaire 1 and question 106 of Questionnaire 3.  
770  Minutes of a call with a customer on 20 April 2021.  
771  Minutes of a call with a market participant on 11 March 2021.  
772  Reply to question 31  of Questionnaire 3.  
 
 
203 (948)  For the reasons laid out above, the Commission considers that these theories of harm 
are likely to materialise.  
(949)  In view of the above considerations, the Commission considers that the Transaction 
raises serious doubts as to its compatibility with the internal market and the 
functioning of the EEA Agreement in relation to  the global market for coal price 
assessments.773 
7.3.1.5.  Price assessments - LNG  
(A) The Parties’ activit ies 
(950)  The Transaction gives rise to an affected market in the global market for LNG  price 
assessments (and plausible narrower segments  based on assessment families and/ or 
assessment regions ), where S&P is active through Platts and IHSM through OPIS.  
(B) The Notifying Pa rty’s view  
(951)  The Notifying Party submits that no plausible competition concerns arise because 
IHSM  is not a significant competitor, and the Parties overlap on a limited set of 
categories where a wide set of competitors is present.774 
(C) The Commission’s assessmen t 
(952)  The Commission’s investigation indicates that the Transaction is unlikely to give 
rise to competition concerns in the global market for LNG price assessments.  
(953)  First , while Platts is a strong PRA provider of LNG price assessments, IHSM is a 
very small and  unimportant player and the Transaction will therefore have virtually 
no impact on the structure of the global market for LNG price assessments. Indeed, 
IHSM provides only four LNG price assessments, [IHSM's revenue information] .  
(954)  Table  28 below shows the market shares of the Parties and their PRA competitors in 
the global market for LNG price assessments in 2020.775 The Parties’ have a high 
combined market share of [50-60]% in th is market, but with a very increment of [0-
5]%-point  added by IHSM.  
                                                 
773  Given that the Transaction raises serious doubts with respect to the overlap between the Parties’ activities 
in the global market for the provision of coal price assessments, we do not further discuss plausible 
segmentation of coal price assessment based on the assessment family or the underlying geographic 
location of the assessed commodity.  
774  Form CO, Chapter on Price assessments, paragraph 6.225.  
775  The Notifying Party confirms that the Parties’ and main competitors’ market share s in 2018 and 2019 
would not materially differ from the 2020 shares.  

 
 
205 (960)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the global 
market for LNG  price assessments .782 
7.3.1.6.  Price assessments - Metals  
(A) The Parties’ activities  
(961)  The Transaction gives rise to an affected market in the global market for metal price 
assessments in the Americas assessment region  (and a narrower plausible segment 
for American iron ore  price assessments ). S&P provides metals price as sessment 
through Platts and IHSM through CMM.  
(B) The Notifying Party’s view  
(962)  The Notifying Party submits that , based on market share calculations that include 
non-PRAs in the competitor set,  no affected market  arises in the commodity group 
metals or any narrow er segment thereof .783 
(963)  The Notifying Party submits that no competition concerns arise because IHSM has a  
de minimis  presence, and the Parties  overlap in a limited number of categories where 
a wide set of competitors is present .784 
(C) The Commission’s assessment  
(964)  The Commission’s investigation indicates that the Transaction is unlikely to give 
rise to competition concerns in relation to the global market for metal  price 
assessments  in the Americas assessment region  (or any narrower segment) . 
(965)  First , while Platts is one of the main providers of metal price assessments, IHSM is a 
very small and unimportant player . The Transaction will therefore have virtually no 
impact on the structure of the global markets for metal price assessments in the 
Americas assessment region.  
(966)  Table 29 below shows the market shares of the Parties and their PRA competitors in 
the global market for metal price assessments in the Americas assess ment region in 
2020.785 The Parties’ have a moderate combined market share of [20-30]% in this 
market, but with a de minimis  increment of [0-5]%-point  added by IHSM. The 
limited position of IHSM in this market is reflected in an HHI delta of [below 
150].786 Thus, the Transaction is unlikely to cause significant change in the 
competitive landscape of this market.  
                                                 
782  The same conclusion would likely apply to all the plausible segments within the global market for LNG 
price assessments, but in any event, the proposed divestment removes the entirety of the overlap on all 
plausible segments.  
783  Form CO, Chapter on Price assessments, paragraph 6.226.  
784  From CO, Chapter on Price as sessments, paragraph 6.227.  
785  The Notifying Party confirms that the Parties’ and main competitors’ market shares in 2018 and 2019 
would not materially differ from the 2020 shares.  
786 Based on the Horizontal Merger Guidelines, paragraph 20, the Commission i s unlikely to identify 
horizontal competition concerns in a merger concerning relevant markets with an HHI delta below 150, 
 

 
 
207 (971)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the global 
market for metals  in the Americas assessment region  or a narrower segment for iron 
ore price ass essment  in the American assessment region.  
7.3.1.7.  Price assessments - Natural Gas  
(A) The Parties’ activities  
(972)  The Transaction gives rise to an affected market in the global market for natural gas 
price assessments ( and narrower plausible segment s based on assessment families  
and/or the assessment region s), where S&P is active through Platts and IHSM 
through Point Logic.  
(B) The Notifying Party’s view  
(973)  The Notifying Party submits that no plausible competition concerns arise because 
Point Logic is a very small competitor for  natural gas price assessments globally ,793 
which primarily focuses on market intelligence products and does not provide any 
price assessment benchmarks. Point Logic is considered a competitor whose price 
assessments would be less likely to function as contr act reference prices.794 
(C) The Commission’s assessment  
(974)  The Commission’s investigation indicates that the Transaction is unlikely to give 
rise to competition concerns in relation to the global market for natural gas price 
assessments or any plausible narrower s egments.  
(975)  First , Point Logic is not an important provider of natural gas price assessments. 
Point Logic is not a PRA, focuses mainly on market intelligence products and does 
not provide any benchmark price assessments. A customer, for example, explains 
that “I do not believe Point Logic is really use [d] for price assessments, Argus & 
ICIS being the reference ”.795 As discussed in Section 7.3.1.1. , non -PRA providers 
are generally not perceived as offering credible alternatives to PRA price 
assessments.  
(976)  Second , even if we conservatively consider Point Logic as competing to a certain 
extent with PRAs in the market for natural gas price assessments, it would be a very 
small player in  such a market and would not compete closely with Platts.      
(977)  Table 30 below shows the market shares of the Parties and their PRA competitors in 
the global market for natural gas price assessments in 2020.796  The Parties’ have a 
high combined market share of [50-60]% in this market, which largely reflects 
Platts’ strong market position pre -Transaction,  with a de minimis  increment of [0-
5]%-point  added by IHSM.     
                                                 
793  Point Logic revenue in 2020 was [IHSM's revenue information] . 
794  Form CO, Chapter on Price assessments, pa ragraph 6.229.  
795  Reply to question 67 of Questionnaire 1.  
796 The Notifying Party confirms that the Parties’ and main competitors’ market shares in 2018 and 2019 
would not materially differ from the 2020 shares.  

 
 
209 alternatives to Platts’ price assessments than IHSM  does, since they offer a number 
of benchmarks in the area of natural gas . 
(981)  Fifth , while the majority of competitors and about half of the respondents consider 
that the Transaction will have a negative  impact on the market for the natural gas  
price assessments globally , none of the concerns are substantiated and these are 
generally  contradicted by the respondents’ other comments , as summarised above . 
(982)  Finally,  the market share of IHSM remains [0-5]% under all narrower segments 
(based on assessment families  or assessment region s), and the market investigation 
did not provide any evidence that the above conclusions would differ for any of the 
narrower segments. The above conclusions therefore apply equally to all affected 
markets within the global market for natural gas price asse ssments.  
(983)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the global 
market for natural gas price assessments, or any narrower segment thereof . 
7.3.1.8.  Price assessments - Oil 
(A) The Parties’ activities  
(984)  The Transaction gives rise to an affected market in the global market for oil price 
assessments (and narrower plausible segments based on assessment famil ies and/or 
assessment region s), where S&P is active thro ugh Platts and IHSM through OPIS.  
(B) The Notifying Party’s view  
(985)  The Notifying Party submits that no plausible competition concerns arise for either 
crude or refined oil products, the two relevant assessment families within the 
commodity group  oil.802 The Notify ing Party argues that:  
(a) In crude oil, IHSM has limited sales in the EEA and the Parties only overlap 
in one narrow category.803  
(b) In refined oil, IHSM has limited sales in the EEA and where the Parties 
overlap there is a wide competitor present.804 
(C) The Commission’s assessment  
(986)  For the reasons set out below, the Commission finds that the Transaction raises 
serious doubts as to its compatibility with the internal market with respect to the 
global market for  oil price assessments.  
(987)  First,  Platts is the clear market leader in the supply of oil price assessments globally  
(with the exception of crude oil) , and Argus and OPIS are the main (if not the only)  
credible challengers.  
                                                 
802  Form CO, Chapter on Price assessments, paragraph 6.234.  
803  Form CO, Chapter on Price assessments, paragraph 6.235 ff.  
804  Form CO, Chapter on Price assessments, paragraph 6.235 ff.  

 
 
211 (992)  The market investigation  confirm s that Platts, Argus and IHSM  are the main  three 
suppliers of oil price assessments ,813 with a number  of market participants  describing  
them as the only providers of benchmark price assessments  for oil . For example, a 
customer explains: “Platts and OPIS are the only two providers of price benchmarks 
for energy commodities in the US, with the only exception being crude oil provided 
by Argus.”814 
(993)  Second, IHSM is therefore a close, potentially  the closest , competitor  to Platt s, often 
providing the closest credible alternative to Platts’ price assessments.   
(994)  The market investigation  results indicate  that the closest competitor to both IHSM 
and Platts is Argus. With respect to the second closest competitor to IHSM, the vast 
majority of the respondents indicate Platts. With respect to the second closest 
competitor to Platts, the responses are mixed between IHSM, ICE (which is not a 
PRA but is an exchange) and ICIS . ICE and ICIS  are further discussed in paragraph s 
(993) to ( 996) below.  
(995)  However, in both Parties’ internal documents it is evident that they consider each 
other  as close  competitors , and potentially the closest competitors in refined oil. 
Platts’ internal documents list IHSM and Argus as the main competitors in refined 
oil, [description of competitors in internal documents] .815 While they also list IHSM 
as one of the main competitors in crude oil, [description of competitors in internal 
documents] .816 In IHSM’s internal documents, IHSM states the following with 
respect to OPIS spot price assessments: [description of competitors in internal 
documents]817 
(996)  Third , other providers whose price assessments the Notifying Party considers as 
being able  to function as a benchmark,  and which have been mentioned by some 
market participants  as among primary suppliers  of oil price assessments , do not 
appear to  constrain the main three PRAs to a material extent . These mainly include 
exchanges (specifically IC E and CME) , ICIS and other small PRAs (specifically 
General Index, Rim Intelligence and Energy Intelligence Group).   
(997)  Overall, n one of these providers currently provides a benchmark in any of the 
catego ries where the Parties’ overlap , with one exception , na mely CME that 
provides one benchmark for financial derivatives in crude oil .818   
(998)  With respect to exchanges,  the market investigation results confirm that these are 
generally not perceived as offering a credible alternative to PRA price assessments 
(see Section 7.3.1.1. ). In addition, a large exchange  active in the oil price assessment 
space itself  confirm s that they do not perceive themselves as competing with PRAs , 
explaining that “[an exchange] does not consider itself to be a competitor to the 
PRAs as [the exchange’s] real -time price data are not substitutes for PRAs’ price 
assessments”819 and a customer explai ns that  with respect to oil specifically “other 
                                                 
813  Replies to questions 52 of Questionnaire 1 and 34 of Questionnaire 3.  
814  Minutes of a call with a customer on 11 March 2021.  
815  S&P’s internal document DOC_00000888.  
816  S&P’s internal document DOC_00000875.  
817  IHSM’s internal document ASH000105.  
818  Form CO, Chapter on Price assessments, Annex C.14.  
819  Minutes of a call with a market participant on 11 March 2021.  
 
 
212 oil price assessment providers, like for example exchanges/trading venues are not 
real substitutes to PRAs”.820 This customer also explains that using a different price 
assessment for physical and financial/hed ging transactions creates a risk, and 
therefore financial oil derivatives are mostly based on Platts.821 
(999)  While ICIS is one of the large PRAs, they are not strong in oil price assessments and 
therefore do not constrain the Parties in these markets. This is evidenced in a number 
of S&P’s internal documents, in which [description of competitors in internal 
documents] .822 
(1000)  With respect to other small PRAs, the investigation did not provide any evidence 
that these smaller PRAs exert a material  constraint on the main three PRAs.  With 
respect to General Index specifically, who is a relatively new entrant, a customer 
explains that while General Index offer s more interesting contract terms and have a 
more modern interface/infrastructure, the customer is not able to purcha se from them 
because the industry as whole is not switching.823 
(1001)  Therefore, the Transaction would eliminate one of the only two providers that are 
able to exert a material competitive constraint on  the market leader Platts . 
(1002)  Fourth , while Argus is currently a strong provider,  and a market leader in crude oil, 
the combination of the Parties’ activities could  lead to weakening of Argus’  ability 
to compete  (even in crude oil) . That is because  the Parties’ could become a one -stop 
shop for all oil price and offer only a full package of all oil price assessments  (as is 
currently the case for Platts) , and because u sing different PRAs across the value 
chain (e.g. refined products and crude products) might create risks for customers , 
who would therefore prefer s witching to the combined entity for all of its 
products.824 
(1003)  Fifth , already pre-Transaction customers explain that they have almost no bargaining 
power vis -à-vis Platts when negotiating oil price assessments . The addition of IHSM 
would further increas e their dependency on the combined entity and reduce their 
negotiation power.825 
(1004)  Sixth , as discussed in Section 7.3.1.1. , the price assessment markets are characterised 
by high barriers to entry, strong network effects and high customer switching costs. 
Platts’ inte rnal documents confirm that benchmark price assessments for oil are very 
well entrenched into the industry.   
(1005)  Finally , the majority of the competitors and customers expect the Transaction to 
have a negative impact on the global market for oil price assessme nts.826 Many  of 
them also raise concrete concerns that th e Transaction will lead to a further reduction 
                                                 
820  Minutes of a call with  a customer on 18 February 2021.  
821  Minutes of a call with a customer on 18 February 2021.  
822  DOC_00000875.  
823  Minutes of a call with a customer on 27 April 2021.  
824  Minutes of a call with a customer on 18 February 2021, who explains: “It is noteworthy tha t when one 
PRA is used as a benchmark at one point in the value chain (e.g. refined oil products), it creates a basis 
risk if a different PRA is used elsewhere (e.g. crude oil). ” 
825  E.g. Minutes of a call with a customer on 18 February 2021 and 27 April 20 21. 
826  Replies to question 96 of Questionnaire 1 and question 106 of Questionnaire 3.  
 
 
213 of competitors in an alr eady highly consolidated market, leading to increased prices, 
less choice and less innovation.  A customer for example “There are only three 
options available in the market at present. Eliminating one will reduce the options 
for consumers. The transaction will also remove a level of innovation from the 
market that is critical in the current times.”827 
(1006)  For the reasons laid out above, th e Commission considers that these theories of harm 
are likely to materialise.  
(1007)  In view of the above considerations, the Commission concludes that the Transaction 
raises serious doubts as to its compatibility with the internal market and the 
functioning of t he EEA Agreement in relation to the global market for oil price 
assessments  (including plausible segments thereof  based on the relevant assessment 
families or regions ).828 
7.3.1.9.  Price assessments - Petrochemicals  
(A) The Parties’ activities  
(1008)  The Transaction gives rise to an affected market in the global market for 
petrochemical price assessments  (and narrower plausible segments based on 
assessment families and/ or assessment region s), where S&P is active through Platts, 
and IHSM through PCW and OMDC.  
(1009)  PCW is a PRA that of fers daily price assessments  for petrochemicals (specifically 
aromatics and light olefins), pl astics and PVC/pipe industries.  PCW is a subsidiary 
of OPIS, but operates separately from OPIS with its own team of price reporters. In 
this section, mentions of OPIS therefore refer to PCW’s activities.  
(1010)  OMDC, on the other hand, is not considered a PRA and only provides spot price 
assessments as part of their Market Advisory Service (“MAS”) packages. MAS 
package typically includes a detailed monthly market analysi s, supply/demand 
forecasts, and a mid -month or weekly market review (which includes spot price 
assessments  that are not available to purchase as standalone ). 
(B) The Notifying Party’s view  
(1011)  The Notifying Party submits that the Parties are generally not in competition for 
petrochemical price assessments because  (i) Platts predominantly provides 
petrochemical price assessments for Asia and Europe, while IHSM focuses on North 
America, (ii) ICIS is the clear market leader  and there are also other competitors 
present and (iii) in terms of the narrowest categories, the majority of the overlap is 
between Platts and OMDC, which the Parties consider do not compete  (or at least 
not closely) .829  
                                                 
827  Reply to question 104 of Questionnaire 3.  
828  Given that the Transaction raises serious doubts with respect to the overlap between the Parties’ activities 
in the global  market for the provision of oil price assessments, we do not further discuss plausible 
segmentation of oil price assessment based on assessment families and/or assessment regions.  
829  Form CO, Chapter on Price assessments, paragraph 6.239.  

 
 
215 any case, even if exchanges are added to the competitor set, the Parties’ combined 
market share remains virtually unchanged .832  
(1017)  In any case , the market investigation and , to some extent,  the Parties’ internal 
documents indicate that the above  market sha res significantly underestimate PCW’s 
position in the market and do not appropriately reflect the relative market positions 
of the players in this market . Instead, the evidence points towards ICIS being the 
clear market leader, with the other main players including Platts  as #2, and  PCW and 
Argus as #3 and #4 . 
(1018)  A number of  customers express the view that PCW is an important provider of 
petrochemical price assessments. For example, customers explains that “OPIS holds 
the majority of benchmark prices in petroc hemicals”833 and “In petrochemicals 
price assessments, the main providers of benchmarks are IHSM (via its 
PetroChemWire division) and ICIS.”834 In its internal documents, in relation to 
petrochemical price assessments, Platts refers to [description of competitors in 
internal documents] .835 
(1019)  The fact that ICIS is the market leader, but other main providers include Platts, PCW 
and Argus  is also refl ected in Platts ’ internal documents. The competitive landscape 
in petrochemicals presented in Platts’ internal documents is as follows. The main 
global PRA and analytics providers are Platts, ICIS, IHS Markit and Argus , 
[description of competitors in internal documents]836 [description of competitors in 
internal documents] .837  
(1020)  Consistent with the above positions , the overlap analysis  submitted by the Notifying 
Party shows that , in all narrow categories where Platts and PCW overlap, the 
benchmark prices are provided only by one of four main PRAs.838 
(1021)  The relative position of the four PRAs as presented in Platts’ internal d ocuments are 
confirmed by the market investigation. When asked about the primary providers of 
petrochemical price assessments, the very large majority of customers list (all or 
some of) the four providers mentioned, that is ICIS, Platts, IHSM and Argus .839  
Most customers consider ICIS as the largest primary supplier , followed by Platts  and 
then PCW. Argus appears in the answers as the weakest of the four PRAs . 
                                                 
832  If exchanges are added to the competitor set, the Parties co mbined market share (including OMDC) 
remains at [30-40]%. The Commission’s calculations based on Form CO, Chapter on Price assessments, 
Annex C.27.  
833  Minutes of a call with a customer on 25 June 2021.  
834  Minutes of a call with a customer on 14 September 2 021. 
835  S&P’s internal documents, DOC_00000883. [descriptions of competitors in internal documents]  
836  The Notifying Party submits that the document does not distinguish between PCW and OMDC and was 
drafted generally and with no specific area of IHSM’s bus iness in mind. While the term “PRA” is in this 
context used loosely to refer to a price assessment provider (rather than its business model), Platts sees 
PCW and a PRA but not OMDC. The Notifying Party’s response to RFI 37, paragraph 4.1.  
837  S&P’s internal  documents, DOC_00000883.  
838  Form CO, Chapter on Price assessments, Annex C.14.  
839  Replies to question 45 of Questionnaire 3. Note that the question asked the respondents to consider OPIS 
(PCW) and OMDC separately. Given that a large majority of the respon dents who identified the relevant 
IHSM entity referred to OPIS (PCW), we assume that responses listing IHSM also refer to PCW.  
 
 
216 (1022)  As to OMDC’s position, virtually no customers consider OMDC as among the 
primary suppliers of petro chemical price assessments.840 The majority of customers 
do not consider OMDC as a particularly strong or innovative competitor.841  
(1023)  Second , given the ir relative positions in the market, Platts and PCW  therefore 
compete closely in this market. This is confirme d by customers, the majority of 
which list the two as among the three closest competitors to one another.842 A 
customer, for examples, explains that “On Commodity price assessment services 
(notably on Oil, Natural Gas, Petrochemicals...), IHSM OPIS and S&P P latts 
currently have services competing with each other.”843 In its internal documents, 
[descriptions of competitors in internal documents] .844  
(1024)  As to the closeness of competition between Platts and OMDC, these do not appear to 
be close competitors as (i) OMDC  is not a PRA , but mainly a market intelligence 
provider , and (ii) OMDC’s price assessments differ from Platts’ price assessments in 
a number of important characteristics, meaning that they serve different use cases.  
(1025)  Firstly, as discussed in Section 7.3.1. 1., non -PRA providers generally do not seem to 
offer a credible alternative to price assessments provided by PRAs. The market 
investigation responses confirm that competitors and customers perceive OMDC as a 
strong provider, but mainly of market intelligen ce (particularly price forecasts)  rather 
than price assessments.845 A competitor for example states: “They [OMDC] are a 
competitor as they produce market intelligence reports which contain prices 
however we believe that they operate in a way that differs fro m PRAs (as they do not 
follow the IOSCO PRA Principles )”846. One c ustomer  explains th at OMD is  “mainly 
used as regards forecast price assessments”847, another one “considers OMDC as 
provider of petrochemicals market intelligence and not standalone price 
assessments”848 and an additional one that  “OMDC is a Consulting enterprise 
addressing oil – midstream etc that can add market knowledge and be beneficial”.849 
(1026)  Secon dly, the price assessments of OMDC and Platts differ on a number of key 
metrics, including (i) IOSCO Principles: OMDC’s price assessments do not undergo 
                                                 
840  Replies to question 45 of Questionnaire 3. Note that the question asked the respondents to consider 
OMDC separately, and only two out of 42 respondents mention OMDC among the top suppliers of 
petrochemical price assessment.  
841  Replies to question 66 of Questionnaire 3.  
842  Replies to question 47 of Questionnaire 3.  
843  Reply to question 106 of Questionnaire 3.  
844  S&P’s internal doc uments, DOC_00000883.  
845  While responses to one market investigation question suggest that Platts and OMDC could be considered 
as particularly close competitors (replies to question 55 of Questionnaire 3, where the majority of the 
customers indicate that I HSM (OMDC) is a particularly close competitor of S&P Platts in the provision of 
price assessments for petrochemicals or any specific assessment family/commodity within 
petrochemicals), the views of customers indicating that they are close competitors are l ess substantiated 
than those of respondents who do not consider them close. One customer, for example, explains: “ They 
definitely compete but I believe IHS stronger and more used for market intelligence than price 
assessment ” and another one: “ We would see  OPIS and PCW as closer competitors ”. 
846  Reply to question 75 of Questionnaire 1.  
847  Reply to question 49 of Questionnaire 3. Price forecasts are a form of market intelligence as opposed to 
price assessments as defined in this decision.  
848  Minutes of a ca ll with a customer on 26 August 2021.  
849  Reply to question 9 of Questionnaire R2.  
 
 
217 the IOSCO assurance review process, while Platts’ assessments are IOSCO 
compliant,850 and (ii) frequency: OMDC provides only weekly and monthly price 
assessments, while the majority of Platts’ price a ssessments are daily. Both of these 
characteristics are considered as important differentiating factor s of price 
assessments according to the market investigation  (see Section 7.3.1.1. ). 
(1027)  OMDC therefore does not provide benchmarks for products listed on exchanges, and 
according to the Notifying Party, most of its price assessments are used as reference 
prices for general business planning, budgeting, investment decisions etc. (rather 
than p ricing contracts).851 However, OMDC nevertheless provides a large number of 
price that serve as contract prices.852  
(1028)  The lack of close competition between OMDC and Platts is consistent with OMDC’s 
internal documents in which OMDC does not benchmark against Platts .853  
 
(1029)  Third , with respect to other providers (mainly other small PRAs)  whose price 
assessments the Notifying Party considers  as being able to function as benchmark s, 
the market investigation did not provide any indication that these  meaningfully 
constrain the four main PRAs in this market . This is supported by the fact that none 
of these providers currently provides a benchmark in any of the categories where the 
Parties overlap.  
(1030)  Fourth,  market participants consider that new market related to petro chemicals may 
arise in the next 5 years . They  consider ICIS  and S&P  as the providers with the 
strongest  ability to offer benchmarks in these markets , with PCW ranked either as 
the third or the fourth provider in this respect.854 
(1031)  Fifth , the fact that the geog raphic focus of Platts and IHSM differ with the four main 
providers being the same across assessment regions, means that the Transaction will 
further reinforce the Parties’ strength in the overall petrochemicals market  
(independently of the assessment regi on). 
(1032)  Sixth , as discussed in Section 7.3.1.1. , the price assessment markets are characterised 
by high barriers to entry, strong network effects an d high customer switching costs . 
(1033)  Finally , the majority of the competitors and around half of the customers, consider 
that the Transaction will have a negative impact on the global market for 
petrochemical price assessments  and some raise concrete concerns.855 Responses  
suggest that most of those who consider the Transaction to have a negative impact 
refer to the l oss of competition between Platts and PCW. Customer s for example 
explain  that: “On Commodity price assessment services (notably on Oil, Natural 
Gas, Petrochemicals...), IHSM OPIS and S&P Platts currently have services 
competing with each other. There is a risk that the Transaction deteriorates 
                                                 
850  While OMDC’s price assessments are not IOSCO compliant, OMDC complies with a significant share of 
IOSCO Principles. In order to fully comply with the IOSCO Principles, [IHSM's commercial strategy] . 
The Notifying Party’s response to RFI 28, paragraphs 7.1 ff.  
851  Form CO, Chapter on Price assessments, paragraph 6.239.  
852  Form CO, Chapter on Price assessments, Annex C.14.  
853  IHSM’s internal documents, ASH000178, ASH000183.  
854  Replies to question 74 and 75 of Questionnaire 1 and question 48 of Questionnaire 3.  
855  Replies to question 94 of Questionnaire 1 and question 106 of Questionnaire 3.  
 
 
218 competition on those specific markets”  or that “We understand that the parties 
intend to divest IHSM's PetroChem Wire business, which will mitigate the negative 
impact of the transaction” .856 
(1034)  For the reasons laid out ab ove, the Commission considers that these theories of harm 
are likely to materialise.  
 
(1035)  In view of the above considerations, the Commission considers that the Transaction 
raises serious doubts as to its compatibility with the internal market and the 
function ing of the EEA Agreement with respect to the overlap between the Parties’ 
activities in the global market for the provision of petrochemical price 
assessments.857 
7.3.1.10.  Price assessments - Power  
(A) The Parties’ activities  
(1036)  The Transaction gives rise to an affected market in the global market for power price 
assessments (and plausible narrower segments  based on assessments families and /or 
assessment regions) . S&P provides power  price assessment through Platts and IHSM 
through  OPIS . 
(B) The Notifying Party’s view  
(1037)  The Notifying Party submits that, based on market share calculations that include 
non-PRAs in the competitor set, no affected market arises in the commodity group 
power.858 
(1038)  The Notifying Party submits that no plausible compe tition concerns arise because 
IHSM is a small player, and because the Parties’ overlap only in the assessment 
family carbon credits , where Platts is a de minimis  player.859 
(C) The Commission’s assessment  
(1039)  The Commission’s investigation indicates that the Transac tion is unlikely to give 
rise to competition concerns in relation to the global market for power price 
assessments or any plausible  narrower segment . 
(1040)  First , while Platts appears to be a strong provider of power price assessments , IHSM 
is a very small and unimportant player.  
(1041)  The market investigation suggests that power is a commodity in which non -PRAs, 
specifically exchanges, offer credible price assessments and compete with PRA s. For 
example, a competitor explains: “Because of the range of physical charact eristics 
                                                 
856  Replies to question 106 of Questionnaire 3.  
857  Given that the Transaction raises serio us doubts with respect to the overlap between the Parties’ activities 
in the global market for the provision of petrochemical price assessments, we do not further discuss 
plausible segmentation of petrochemical price assessment based on the assessment fami ly or the 
underlying geographic location of the assessed commodity.  
858  Form CO, Chapter on Price assessments, paragraph 6.220.  
859  From CO, Chapter on Price assessments, paragraph 6.221. Energy transition is an area within power, but 
does not constitute an assessment family.  

 
 
220 (1045)  Third , with respect to the energy transition price assessments (the only area within 
power  where the Parties overlap), virtually all market investigation respondents 
confirm that the Parties are not important providers of energy transition price 
assessments.866 A competitor explains: “ There is a wide range of sources for price 
assessments in the power market, also when it comes to the energy transition. Very 
short -term price assessments (i.e. driven by renewable generation like wind or solar) 
are assessed as well by Argus and other price reporting agencies and also published 
by various energy exch anges (e.g. EEX, Intercontinental Exchange, Nasdaq etc).”867 
(1046)  Specifically, the Parties overlap only in carbon credits (as assessment family within 
energy transition), where they overlap only on one narrow category, in which the 
Notifying Party considers four  other providers whose price assessments serve or 
would be able to serve as benchmarks.868  
(1047)  Fourth,  according to the market investigation, the Parties are not among the 
providers with the strongest ability to provide benchmarks in new emerging markets 
relating to power price assessments. Instead, the best placed players  to do so appear 
to be ICE and EEX.869 A competitor explains: “ICE and EEX will both continue to 
play a leading role in providing price for new markets related to energy transition. 
As such, both  will likely expand their scope in the power derivatives segment. 
Additionally, both will likely expand their scope in the carbon credits segment as 
well as the generation fuels segment (e.g. hydrogen).”870 
(1048)  Fifth , a large majority of market investigation respondents consider that the 
Transaction will have  a neutral impact on the market for power  price assessments 
globally.871 A competitor explains: “Neutral impact expected given the wide variety 
of price publications from other providers (i.e. exchanges and other price reporting 
agencies).”872  
(1049)  Finally,  the market investigation did not provide any evidence that the above 
conclusions would differ for narrower segments based on the  assessment regions.  
(1050)  For these reasons, the Commission considers that the Transact ion does not raise 
serious doubts as to its compatibility with the internal market in relation to the global 
market for power .873  
                                                 
866  Replies to question 82 of Questionnaire 1. Contrary to the views of one market participant who considered 
that the Parties compete fiercely in the energy transition markets. Minutes of a call with a market 
participant on 11 March 2021.  
867  Reply to question  82 of Questionnaire 1.  
868  Form CO, Chapter on Price Assessments, Annex C.14.  
869  Replies to question 84 of Questionnaire 1.  
870  Reply to question 84 of Questionnaire 1.  
871  Replies to question 96 of Questionnaire 1 and question 106 of Questionnaire 3.  
872  Reply to question 96 of Questionnaire 1.  
873  The same conclusion would likely apply to all the plausible segments within the global market for power 
price assessments, but in any event, the proposed divestment removes the entirety of the overlap on all the 
plausible segments.  

 
 
222 (1056)  The fact that IHSM  is a small and unimportant player is confirmed by the market 
investigation results, with virtually no respondents mentioning IHSM as one of the 
top five suppliers of shipping  price assessments globally.877 Consistent with the 
above, S&P in its internal documents does not benchmark its shipping price 
assessments against IHSM .878 
(1057)  Second , many other providers of shipping price assessments compete more strongly 
and closely with Platts , with the main one s being Baltic Exchange  and Argus . 
(1058)  Baltic Exchange is , alongside Platts,  the main provider of ship ping price assessments 
globally , according to the market investigation . Respondents consistently rank Baltic 
Exchange among the two  largest provider s of shipping price assessments .879 The 
market investigation also indicates Baltic Exchange is the closest competitor to both 
Platts and OPIS in this market  and Argus is the second closest.880 
(1059)  Third,  shipping is a commodity for which  non-PRAs,  particularly brokers , appear to 
offer credible alternative price  assessments and compete to a certain extent with that 
of the PRA price assessments . A number of customers mention Clarkson (a broker) 
and/or individual brokers among the primary suppliers of  shipping price 
assessments.881 A customer explains: “ there really are just 2 price assessment 
providers, with brokers providing more specific details on certain routes .”882 
(1060)  Consistent with the above, in the internal documents [descriptions of competitors in 
internal documents] .883 
(1061)  Fourth , a large majority of market investigation respondents consider that the 
Transaction will have a neutral  or positive  impact on the market for shipping price 
assessments globally.  A competitor explains: “There are a number of sou rces of 
data for freight rates in the market therefore we don’t believe there will be any 
significant impact on competition.”884 
(1062)  Finally,  the market share of IHSM remains below [0-5]% under all plausible 
narrower segments  (i.e. based on the assessment region ), and the market 
investigation did not provide any evidence that the above conclusions would differ 
for any of the plausible narrower segments. The above conclusions therefore apply 
equally to all affected markets within the global market for shipping pri ce 
assessments.  
                                                 
877  Replies to question 86 of Questionnaire 1 and question 59 of Questionnaire 3.  
878  S&P’s internal documents e.g. DOC_00000891.  
879  Replies to question 80 of Questionnaire 1 and questio n 86 of Questionnaire 3.  
880  Replies to question 86 of Questionnaire 1 and question 59 of Questionnaire 3.  
881  Replies to question 58 of Questionnaire 3.  
882  Reply to question 58 of Questionnaire 3.  
883  S&P’s internal documents e.g. DOC_00000891.  
884  Reply to q uestion 96 of Questionnaire 1.  
 
 
223 (1063)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the global 
market for shipping price assessments .885 
7.3.2.  Commodities market intelligenc e 
(1064)  The Parties ’ activities overlap in the supply of market intelligence products in the 
following areas: (i) cargo tracking; (ii) trade analytics; (iii) freight rate forecasts; (iv) 
downstream and midstream energy; (v) power; (vi) agriculture  (including sugar) ; 
(vii) petrochemicals; and (viii) metals. 
(1065)  Horizontally affected markets arise in relation to (i) trade analytics; (ii) downstream 
and midstream energy market intelligence; (iii) sugar market intelligence; and (iv) 
petrochemicals market i ntelligence.886   
(1066)  In addition, vertically affected markets also arise in relation to (i) upstream energy 
market intelligence (upstream), where only IHSM is active, and downstream and 
midstream energy market intelligence (downstream); and (ii) upstream energy  
market intelligence (upstream), and petrochemical market intelligence (downstream).  
7.3.2.1.  Market Intelligence – Trade analytics  
(A) The Parties’ activities  
(1067)  Trade analytics products allow users  to track and analyse trade flows between ports, 
countries and continents . Trade analytics products provid e data relating in particular 
to individual shipments  (e.g. bill of lading, cargo weight, container information and 
product classifications) , the companies involved,  and relevant  location s (e.g. country 
of origin / destinat ion data, port of lading & unlading).  
(1068)  S&P is active in the supply of trade analytics through its Panjiva product, which 
provides trade data at the individual shipment level, including shipment data (e.g. 
bill of lading, cargo weight, container information and product classifications), and 
location data (e.g. country of origin/destination data, port of lading & unlading data). 
Panjiva also provides access to S&P and third party vendor intelligence on relevant 
company data.  
(1069)  IHSM is active in the supply of tr ade analytics through its product PIERS, which 
provides import and export data at the detailed bill -of-lading level. PIERS’ primary 
offering is the US waterborne trade data set, which it keeps up to date through daily 
processing of the bills of lading that  are filed with US customs.  
                                                 
885  The same conclusion would likely apply to all the plausible segments within the global market for 
shipping price assessments, but in any event, the proposed divestment removes the entirety of the overlap 
on all the plausib le segments.  
886  As the other overlaps do not give rise to affected markets, regardless of their precise market definitions, 
they will not be discussed further. In addition, the Parties do not have visibility into the split between 
desktop and datafeed sale s by their competitors in overlap markets but do not expect competitive 
dynamics to differ materially. There is no overlap between the Parties in relation to real -time data. Market 
shares in this section are provided for combined real -time and non -real tim e market intelligence. However, 
as competitors also mostly offer non -real-time, the Notifying Party does not expect the market shares to be 
materially different were only non -real-time market intelligence to be taken into account.  

 
 
225 Party  as active on the market may not be viable competitors to trade analytics 
providers like the Parties.  
(1074)  The market investigation indicates in particular  that consultancies are not effective 
competitors  to trade analytics providers . Customers rely on co nsultancies  for specific 
projects, but not as regular providers of trade data , which consultancies may be 
lacking . One customer states for instance that they “ call on these companies for 
studies concerning the strategy or management or organization of the company ”. 
Another customer states that “ In case this is a one time study on a new market, this 
might be delivered by a consultancy. But for ongoing services, this seems to not be 
that well feasible ”. One responding consultancy firm also indicated that “ While 
generally […] consultancies may not provide trade analytics products as a 
standalone offering, depending on the consultancy work, such consultancies may 
customize a form of deliverable to meet client trade analytics needs ”.892 
(1075)  The market investigation is more mixed  in terms of the competitive constraints  
exerted by providers of supply chain insight/risk products or providers of supply 
chain relationship products . A large majority of responding customers believe  these 
are effective competitors, whereas comp etitors believe they are not . Only one 
provider of supply chain insight  responded to the market investigation and indicated 
being indeed a suitable competitor to trade analytics providers.893  
(1076)  Internal documents of the Parties do mention providers of supply chain insight/risk 
products or providers of supply chain relationship products  as part of the competitive 
landscape, however generally not as direct competitors . For instance, in an internal 
document of S&P, [descriptions of competitors in internal documen ts].894 
[descriptions of competitors in internal documents] .895 
(1077)  On a conservative basis, excluding all these alternative providers, the Parties’ 
combined market share remain below [40-50]%. When excluding consultancies and 
providers of supply chain insight or risk products, the Parties’ and their main 
competitors’ market shares would be as per Table 36 below:  
                                                 
892  Replies to questions 28 of Questionnaire Q2 and question 78 of Questionnaire Q3.  
893  Replies to questions 27 of Questionnaire Q2 and question 77 of Questionnaire Q3.  
894  [descriptions of competitors in internal documents] . 
895  See DOC_00001146.  

 
 
227 (1081)  Fourth, while the Parties appear as close competitors they are likely not each other’s 
closest competitors. Internal documents from S&P [descriptions of competitors in 
internal documents] .903 [ descriptions of competitors in internal documents] .904 
[descriptions of competitors in internal documents] .905 
(1082)   Fifth, n o competitor considers either Panjiva or PIERS as a must -have product. The 
market investigation indicates that IHSM ’s PIERS is seen as a must -have by few 
customers (whereas Panjiva is not considered as a must -have by customers ). These 
customers  point out for instance the scope and level of detail of the data pr ovided by 
PIERS , which is not provided by other trade analytics products .906  
(1083)  Sixth, PIERS ’ competitiveness appears to be declining. Internal documents of the 
Parties  indicate that PIERS is  likely  not the most competitive solution, in particular 
due to its dated technology . For instance, an  internal document of S&P indicates that 
[Quote from Parties’ internal document] .907 IHSM internal documents also indicate 
that PIERS is not particularly competiti ve, stating that [Quote from Parties’ internal 
document] .908 This is reflected in [Parties’ market share]  of PIERS over the recent 
years, which, on excluding non - trade analytics providers, [Parties’ market share] .909  
(1084)  A material number of respondents however expect the transaction to have a negative 
impact on the markets for trade analytics, as they believed it would in particular 
result in less choice and potential price increases .910 For the reasons laid out above, 
the Commission considers that these theories of harm are unlikely to materialise. 
One competitor complains in particular of the combination of PIERS’ historical and 
global coverage with S&P’s ability to link entity and securities, however, this aspect  
in itself , if it were to materialise,  may actually be procompetitive .911 
(1085)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the global 
market for trade analytics, or any narrower segment there of (i.e. based on the 
underlying region).  
7.3.2.2.  Market Intelligence – Downstream and midstream energy  
(A) The Parties’ activities  
(1086)  Downstream and midstream energy market intelligence relates to the provision of 
information, data and analytics relating to  the processi ng and distribution of oil and 
gas, following its extraction. Downstream and midstream energy market intelligence 
                                                 
903  See DOC_00001146, slide 3.  
904  See DOC_0000059 7, slide 41. [descriptions of competitors in internal documents]   
905  See ASH000076, slide 19 and ASH000078, slide 22.  
906  Replies to questions 30 of Questionnaire Q2 and question 80 of Questionnaire Q3. One customer notes for 
instance that “ the export info rmation and data search capabilities of the PIERS product is the reason we 
continue to use that product and have not found a similar produc t”. Another one that “ IHSM has more 
detailed data than any other providers we have enquired about. Detail data is dow n to the bill of lading 
level for all global trade in/out of the USA ”. 
907  DOC_00001146.  
908  See ASH000078, slide 20.  
909  Form CO, Chapter on Market Intelligence, Annex B.28a.  
910  Replies to questions 57.2 of Questionnaire Q2 and question 108.2 of Questionnair e Q3.  
911  Presentation by a competitor of 25 June 2021 at 14:00, slide 6.  


 
 
230 such as Refinitiv, MSCI , Argus  and Bloomberg, but also more specialized providers  
such as Kpler  or DNV -GL.918  
(1096)  The viability of these competitors is further evidenced  by the Parties’ internal 
documents , which benchmark the Parties’ offering against multiple competitors.919 
This is notably the case  in terms of market intelligence in the area of natural gas, 
[description of market shares] %. For this commodity , at least PCI Wood Mackenzie, 
as well as smaller players including  Pöyri (now AFRY), DNV -GL, and Rystad  are 
perceived as offering a similar coverage of gas market intelligence (in terms of 
coverage of their r espective data, insights, analytics and/or consulting offering) . 
Other  named  competitors active in gas market intelligence include large players such 
as Refinitiv, Argus and ICIS.920 Similarly, in areas other than natural gas, many 
competitors’ offerings are perceived as strong by  the Parties , including for instance: 
Argus, PCI Wood Mackenzie, ICIS and NGI/ICE in oil,921 or Argus, Enerdata, CRU, 
SC Coal, and PCI Wood Mackenzie in coal .922 
(1097)  In addition, in  the area of downstream and m idstream energy, the results of the 
market investigation indicate that smaller firms may be viable competitive  forces . 
One competitor notes for instance that “ one can be competitive in the supply of 
mid/downstream energy market intelligence with a team of around a dozen of 
experts ”, citing for instance Energy Aspects  as an example .923 Similarly, respondents 
to the market investigation indicate procuring market intelligence products from a 
variety of competitors , including of smaller size . One respondent notes  that “ every 
commodity and product class will have niche companies, of varying sizes, 
sophistication, market coverage and product catalogue ”.924 
(1098)  Third, the extent to which S&P and IHSM would be  close competitors is not clear . 
The Parties do not appear as each other’s closest competitor, according to their 
customers and competitors . Respondents to the market investigation  indeed  more 
consistently mention PCI Wood Mackenzie as IHSM’s closest competitor, whereas 
Argus is generally  mentioned as the closest com petitor to S&P.925 These differences 
can be explained by the fact that both Argus and S&P are also active as the main 
PRAs in the energy value chain, but also by the time horizon covered by each of the 
Parties’ market intelligence products. One customer explains for instance that 
“Argus' products are based on short -term (1 - 3 years) views, which are more 
directly comparable with S&P; - IHSM are strong in providing products offering 
long-term (5 - 20 years) views […]; and - Woodmac are stronger in long -term v iews 
so not directly comparable with S&P ”. Other providers of long term forecasts 
include for instance Refinitiv, Bloomberg, Energy Aspects, FGE, Global Data and 
Rystad.926  
                                                 
918  See Form CO, Annex B.28a, “Natural Gas” tab.  
919  See ASH000063, Notifying Party’s response to RFI 8, Annex 12.1 and Annex 13.1.  
920  See ASH000063.  
921  See DOC_00001130.  
922  See ASH000063.  
923  Minutes of a call with a competitor on 10 June 2021, 11:00 CET.  
924  Reply to question 86 of Questionnaire Q3.  
925  Replies to question 36 of Questionnaire Q2 and question 84 of Questionnaire Q3.  
926  Notifying Party’s response to RFI 28, Tabl e 3.1.  
 
 
231 (1099)  Some i nternal documents of the Parties however indicate  that the Parties are 
particu larly close competitors , and potentially each other’s closest competitor . For 
instance, one document from IHSM [descriptions of competitors in internal 
documents] .927 
(1100)  However, other internal documents are not as conclusive. In particular, the  (very 
limited) win/loss data available indicates  that the Parties are not each other’s closest 
competitors. [description of competitors in internal documents] .928 
(1101)  Fourth, the Parties do not seemingly offer must have products in the area of 
midstream and downstream market intelligence. Only a minority of respondents to 
the market investigation  indicate that IHSM (but not S&P) offers must -have 
products . One customer n otes for instance that “ most IHSM products in downstream 
/ midstream energy market intelligence are offered by Wood Mackenzie ”.929 A 
competitor similarly notes that “ [they] would imagine woodmac is capable of 
matching IHS and S&P offering ”. 930 
(1102)  Lastly, while a  significant number of respondents mentioned expecting a negative 
impact of the Transaction on competition in relation to downstream and midstream 
energy markets, these concerns are generally not substantiated. Some respondents 
mention that the Transaction  will lead to less choice among suppliers, however, as 
mentioned in paragraphs (1092) to (1094), a sufficient number of alternative 
suppliers will remain active on all the relevant markets  post Transaction . One 
customer states that “ there are only a few co mpanies providing market intelligence 
with respect to long -term forecasts ”.931 However , a significant number of  additional  
competitors  will remain on the market post Transaction , an important share of which  
also offer ing long-term forecasts , including PCI Wo od Mackenzie, Refinitiv, 
Bloomberg, Energy Aspects, FGE, JBC and Rystad .932 Concerns relating to the non -
horizontal impact of the Transaction are further addressed in Section 7.3.3 . 
(1103)  For the se reasons , the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the global 
market for midstream and downstream energy market intelligence, or any narrower 
segment thereof (i.e. based on the underlying commodity and/or region).  
7.3.2.3.  Market I ntelligence – Petrochemicals  
(A) The Parties’ activities  
(1104)  Petrochemicals market intelligence consists particularly in the supply of data, 
analysis and insights in relation to products derived from crude oil, such as olefins 
(e.g. ethylene, propylene and their derivatives) and aromatics and their derivatives.  
                                                 
927  See ASH000063, slide 2.  
928  See Form CO, Annex B.8.  
929  Reply to question 85.1 of Questionnaire Q3.  
930  Reply to question 37.1 of Questionnaire Q2.  
931  Replies to questions 57.5 of Questionnaire Q2 and question 108.5 of Questionnaire Q3.  
932  Notifyi ng Party’s response to RFI 28, paragraphs 3.1 to 3.2.  



 
 
235 (B) The Notifying Party’s view  
(1120)  The Notifying Party submits that the Transaction does not raise concerns in 
particular because (i) a wide range of competitors including market leader 
Czarnikow remain on the market, (ii) the Parties are not close competitors as S&P is 
focused on granular forecasts, whereas IHSM is largely backward -looking.943 
(C) The Commission’s assessment  
(1121)  The Commission’s investi gation indicates that the Transaction is unlikely to give 
rise to competition concerns in relation to markets for sugar market intelligence.  
(1122)  First, the Parties’ market position is relatively limited in sugar market intelligence. 
The Parties’ combined mark et share remains below 25% globally, the threshold 
under which concentrations are presumed not to impede effective competition.944  
(1123)  Second, many other players will remain on the market, including LMC International, 
Refinitiv and market leader Czarnikow, each  with a market share exceeding the 
increment brought about by the Transaction.  
(1124)  Third, none of the Parties are perceived as offering must -have sugar market 
intelligence products by customers who responded to the market investigation.945 
(1125)  Finally, no responden t to the market investigation raised substantiated concerns in 
relation to sugar  market intelligence .946 
(1126)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relati on to the global 
market for sugar market intelligence, or any narrower segment thereof (i.e. based on 
the underlying region).  
7.3.2.5.  Market Intelligence – Vertical relationships between market intelligence products  
(A) The Parties’ activities  
(1127)  Upstream energy market intelligence focuses on the provision of information , data 
and analytics  relating to the discovery and extraction of fossil fuels.  
(1128)  As mentioned in Sections 7.3.2.2. and 7.3.2.3. , both S&P and IHSM are active in the 
supply of midstrea m and downstream market intelligence products and 
petrochemical market intelligence products , which could use  upstream market 
intelligence as an input .  
(1129)  Table 42 below shows the market shares of the Parties and their main competitors in 
the global market for upstream energy market intelligence in 2020.947 The Parties’ 
                                                 
943  Form CO, Chapter on Market Intelligence, paragraph 6.2.  
944  Horizontal Merger Guidelines, paragraph 18.  
945  Replies to questions 97 and 98 of Questionnaire Q3.  
946  Replies to question 57.9 of Questionnaire Q2 and question 108.9 of Questionnaire Q3.  
947  The Parties’ market shares in 2018 and 2019 do not differ materi ally from their market shares in 2020. 
The Notifying Party indicates that IHSM’s market shares sub -divided by commodity (e.g. oil or natural 
gas), or based on the commodity location, would not differ materially from the aggregate shares already 
provided. H owever, the Notifying Party considers that for North American upstream energy, Enverus’ 
 

 
 
237 unlikely to be “ hampered or eliminated as a result of the merger ” (emphasis 
added).950 
(1134)  Second , the merged entity would likely not have the ability to engage in input 
foreclosure. IHSM does not supply upstream energy market intelligence to any of 
the top five midstream and downstream energy market intelligence competitors 
(namely PCI Wood Mackenzie , Refinitiv, Bloomberg, Argus, and ICIS) or any of 
the top five petrochemicals market intelligence competitors ( namely ICIS, Nexant, 
Argus, PCI Wood Mackenzie and Tecnon Orbichem) .951 
(1135)  Third , the merged entity would also not be able to engage in customer fore closure. 
The merged entity cannot be considered as an “ important customer ” of upstream 
energy market intelligence.952 IHSM does not procure  upstream energy market 
intelligence products from third parties . S&P procures less than [S&P revenue 
information]  upstream energy market intelligence  (representing less than [0-5]% of 
total demand for energy market intelligence globally)  from [S&P's supplier] . In 
addition, upstream energy market intelligence products are only marginally sold  to 
providers of midstream and downstream energy or petrochemical market intelligence 
(less than 0.1% of total sales of upstream energy market intelligence in each case) .953 
These products are  also sold directly to end customers, including surveyors, drilling 
companies, as well as oth er companies in the oil and gas value chain, including oil 
majors.  
(1136)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
vertical relationships ari sing between upstream energy market intelligence 
(upstream) and downstream and midstream energy or petrochemical market 
intelligence (downstream).  
7.3.3.  Commodities price assessment and market intelligence – non-horizontal 
relationships  
(1137)  In addition, the Parties’  activities in commodity price assessments give rise to 
vertically affected markets  for p rice assessments (upstream) and related m arket 
intelligence (downstream)  for various commodity groups : agriculture  (specifically 
biofuels) , coal, LNG, freight rate for ecasts, natural gas, oil, power and shipping.  
(1138)   Conglomerate relationships also arise between market intelligence products and 
price assessment for the same commodity groups as these are largely purchase d by 
the same customers.954 
                                                 
950  Non-Horizontal Merger Guidelines, paragraph 29.  
951  Form CO, Chapter on Vertical Relationships, paragraph 5.44.  
952  Non-Horizontal Merger Guidelines, paragraph 58.  
953  Based on the Parties’ own estimates using the Parties’ purchases of upstream input for the downstream 
product. See Form CO, Chapter on Vertical Relationships, annex D.2.This proxy is likely imperfect due to 
IHSM’s in -house supply of such products.  
954  Replies to question 99 of Questionnaire Q3.  


 
 
240 key downstream commodity market intelligence competitors do not purchase price 
assessments from the Parties.962 
(1147)  There fore, many alternative price assessments would be  available to the Parties’ 
downstream rivals  in commodity market intelligence , even if the combined entity 
decided to discontinue supply of its upstream inp uts. 
(1148)  The market investigation also indicates that the combined entity is unlikely to have 
the incentive to foreclose access to price assessments to competing commodity -
related market intelligence providers.  
(1149)  While most customers consider it important that market intelligence products rely on 
the benchmark price assessments ,963 the majority would not switch market 
intelligence provider in case they no longer used the benchmark price assessments 
and have not done so in the past.964As the combined entity would hav e no ability or 
incentive to foreclose its upstream commodity price assessments rivals, it is not 
necessary to assess in detail the overall impact of a potential input foreclosure 
strategy on competition.  
(1150)  The Transaction is also unlikely to give rise to co mpetition concerns  in the upstream 
markets for commodity price assessments as a result  of customer foreclosure . 
(1151)  The combined entity is unlikely to have the ability to engage in customer foreclosure 
because it would not be an important customer for price as sessments (under any 
plausible market definition).  
(1152)  Price  assessments are sold into a far wide r variety of markets, customer sets and use 
cases other than as an input into  commodity market intelligence. This is illustrated 
by the minimal revenue that the Pa rties generate from s elling price assessments to 
providers active in  commodity market intelligence. For both Parties , sales to 
providers active in commodity  market intelligence represent less than […]% of their 
total price assessments sales.965 
(1153)  Moreover, given that the Parties self supply price assessments to a certain extent, 
their demand for price assessments presents a very small proportion of the total 
demand for price assessments. For all the above -mentioned commodity groups, the 
                                                 
962  Form CO, Chapter on Vertical relationships, Annex D.1b. For example, the following key downstream 
competitors do not purchase price assessments from the Parties: (i) [Names of the Parties’ customers] , 
competitors in agr iculture market intelligence do not purchase biofuel price assessments, (ii) [Names of 
the Parties’ customers] , do not purchase shipping price assessments, (iii) with respect to 
midstream/downstream market intelligence provider, [Names of the Parties’ cust omers]  do not purchase 
coal price assessments; [Names of the Parties’ customers]  do not purchase LNG price assessments; [Names  
of the Parties’ customers]  do not purchase natural gas price assessments; [Names of the Parties’ customers ]  
do not purchase oil p rice assessments; (iv) [Names of the Parties’ customers] , competitors in petrochemical 
market intelligence do not purchase oil nor petrochemical price assessments, and (v) [Names of the Parties’ 
customers] , competitors in power market intelligence do not purchase power price assessments.  
963  Reply to question 102 of Questionnaire 3.  
964  Reply to question 103 of Questionnaire 3.  
965  Annex 3a to RFI 24, Chapter on Vertical Relationships , paragraph 6.11.  
 
 
241 Parties’ pu rchases of the upstream price assessments represent [0-5]% or less of the 
total upstream market.966  
(1154)  As the combined entity would have no ability to engage , it is not necessary to assess 
in detail the incentives of the combined entity or the overall impact o f a potential 
customer  foreclosure strategy on competition.  
(1155)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
vertical relationships arising be tween price assessments (upstream) and market 
intelligence (downstream), regardless of the commodities concerned.  
7.3.3.2.  Conglomerate effects   
(A) The Parties’ activities  
(1156)  Both Parties are active in the supply of commodity price assessments and  
commodity market intell igence, which gives rise to the same affected markets as 
those listed in Section 7.3.3.1. , as well as between upstream energy market 
intelligence (where only IHSM  is active with a share above 30%) and midstream and 
downstream market intelligence .967 
(1157)  S&P is primarily active as a supplier of price assessment, whereas IHSM is primarily 
active in the supply of market intelligence.  
(B) The Notifying Party’s view  
(1158)  The Notifying Party submits that the Transaction does not raise concerns in 
particular because : (i) there is no major advantage to procuring price assessments 
alongside corresponding market intelligence products , (ii) the Parties lack market 
power in reference prices  (iii) S&P does not undertake any form of tying between 
these products and IHSM does not genera lly either (with the exception of its CMM, 
OMDC, Point Logic and Agribusiness businesses which offers including both  as part 
of the same products), ( iv) the Transaction will not increase the Parties’ market 
power in price assessments, (v) leveraging strate gies would risk to affect the 
benchmark status of price assessments, (vi) strong rivals remain in market 
intelligence post Transaction, (vi) there is countervailing buyer power from 
customers .968 
(C) The Commission’s assessment  
(1159)  In the context of this conglomerat e relationship, tying would occur through 
leveraging the Parties’ position in price assessments  markets  into market intelligence  
markets . The market investigation results indicate indeed  that the tying product 
                                                 
966  Form CO, Chapter on Vertical Relationships, Annex D.2.  
967  Conglomerate relationships also arise across price assessments (i.e. relating to the potential bundling of 
price assessments across various commodity groups, assessment families and/or assessment regions). 
However, such relationship will not be impacted  by the Transaction, as modified, and will thus not be 
discussed further. Conglomerate relationships also arise across market intelligence products, where an 
affected market arises between upstream energy market intelligence (where only IHSM  is active with  a 
share above 30%), and midstream and downstream market intelligence (where both Parties are active).   
968  Form CO, Chapter on Conglomerate Relationships, paragraphs 3.1 and ff.  
 
 
242 would likely be price assessments, and in part icular Platts (S&P) price assessments 
which are considered by an important number of respondents to the market 
investigation as must -have products.969 This is also confirmed by the market shares 
of the Parties in price assessments, which are much higher than  corresponding shares 
in market intelligence.970 
(1160)  The Transaction is unlikely to give rise to competition concerns as a result of 
foreclosure due to the combination of the Parties’ activities in price assessment and 
market intelligence.   
(1161)  First, it is uncertain  that the combined entity will have the ability to engage in a 
strategy  aimed at foreclosing rivals through tying and bundling  as a result of the 
Transaction . While the merged entity will have a significant degree of market power 
in price assessme nts, the Transaction, as modified, will have no impact on the ability 
of the merged entity to  engage in foreclosure strategy . Any such ability would be 
largely derived from Platts ’ dominant market position pre -Transaction.  
(1162)  In addition, all of the main othe r PRAs besides the Parties (including Argus and 
ICIS), are active in market intelligence, and could thus replicate bundling strategies, 
as they themselves also offer must -have price assessments (in particular benchmark) 
across commodities.  
(1163)  A large majorit y of customers multi -source market intelligence products , particularly 
for downstream  and midstream energy market intelligence which is more closely 
related to the markets where Platts holds a particularly significant market power  (e.g. 
price assessments for LNG, oil or natural gas), as confirmed by the results of the 
market investigation.971 As a result, customers are likely to continue purchasing 
market intelligence products from other providers besides the merged entity.   
(1164)  Second , it is not clear to what extent the merged entity would have the incentives  to 
engage in such strategy . S&P, which operates the leading PRA globally, is already 
active in market intelligence for commodities for which it offers various price 
references and b enchmarks. The market share of S&Ps exceeds [50-60]% in price 
assessment for e.g. LNG, oil, or natural gas, yet its market share in midstream and 
downstream energy intelligence for the relevant commodities is respectively [5-
10]%, [10-20]% and [10-20]%. To  the extent the company would have an incentive 
to engage in an input foreclosure  strategy by way of tying or bundling, it would 
likely have done so and increased its market share in market intelligence.  
(1165)  Relatedly, many customers/competitors are not aware  of bundling across market 
intelligence and price assessments, and mostly purchase the two products on a 
standalone basis . One oil major (who are typically among customers procuring a 
wide scope of price assessments and market intelligence products) indica te that “ As 
far as [the company] is aware market intelligence and price assessments can be 
                                                 
969  Replies to Questionnaire Q3.  
970  See Sections 7.3.1. and 7.3.2.  
971  Replies  to question 82 of Questionnaire Q3.  
 
 
243 purchased separately ”.972 Similarly, one  market intelligence competitor indicates 
that it is “ not aware of such bundling having taken place to date ”.973 
(1166)  Third , bundling of price assessment and market intelligence product would likely not 
have a material impact on prices and choice. Quality appears to  a key element for 
customers of market intelligence.  Responding customers indicate that they would not 
switch to a customer should they perceive that the quality of data is inferior. One 
notes for instance that “ Switching would be totally dependent on the quality and 
quantity of the data provided by the oth er data provider ”, another one that “ Ability 
to switch depends on whether there is a competing service that offers an equivalent 
(or better) service at a reasonable cost ”. 974 As a result, rival providers of market 
intelligence (including those not offering price assessments) are unlikely to be 
foreclosed should the merged entity engage in tying or bundling. Customers may 
simply take the bundle and continue purchasing market intelligence from other 
providers offering content they consider of higher quality. O ne customer states that 
instance that they “ would continue to purchase market intelligence from providers 
other than Platts even if Platts would only offer its price assessments and market 
intelligence as a bundle. […] Wood Mackenzie has very valuable insi ght of the 
relevant markets ”,975 and another one that “ In case there will be another provider 
with better scope and insights, there is no hindrance to switching. However, it is 
more likely for [the company] to add instead of switch to enhance the quality of 
forecast ”.976 
(1167)  Lastly, while a substantial number of respondents to the market investigation raised 
concerns in relation to the bundling or tying, these largely relate to the bundling of 
price assessments (in particular across commodity specifications or regi ons within 
the same commodity area). This practice already exists pre -Transaction. One 
customer notes for instance that “ bundling of price assessment into unnecessary big 
bundles require us already now to buy very expensive and big packages [description 
of purchasing costs] . From the around ~20k bundled series, we need around 4 ”.977 In 
that respect the Transaction, as modified, will have little to no merger -specific 
impact, as the divestment of OPIS (including PCW) and CMM removes the overlap 
between the Part ies.  
(1168)  For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the 
conglomerate relationships arising within commodities price assessments and market 
intelligence.  
7.4. The OPIS/CMM Commitments  
7.4.1.  Framework for the assessment of the Commitments  
(1169)  See Section 6.4.1. above.  
                                                 
972  Minutes of a call with a customer, 12 May 2021, 15:30 CET, paragraph 14.  
973  Minutes of a call with a competitor, 10 June 2021, 11:00 CET, paragraph 24.  
974  Replies to question 72 of Questionnaire Q3.  
975  Minutes of a c all with a customer, 14 September 2021, 11:30 CET, paragraph 21.  
976  Replies to question 72 of Questionnaire Q3.  
977  Replies to question 105 of Questionnaire Q3.  
 
 
244 7.4.2.  Proposed Commitments  
7.4.2.1.  Initial OPIS/CMM Commitments  
(1170)  In order to render the concentration compatible with the internal market in relation to 
the globa l markets for coal, biofuel, oil and petrochemical price assessments, the 
Parties submitted a set of commitments under Article 6(2) of the Merger Regulation 
on 1 October 2020  (“the Initial OPIS/CMM Commitments”).  
(1171)  Under the Initial OPIS/CMM Commitments, th e Parties offered to divest a package 
of two standalone businesses currently situated within IHSM: CMM and OPI S”, 
which includes PCW  (together the OPIS/CMM Divested Business) , to a single 
purchaser  (the “OPIS/CMM Purchaser”) . 
(1172)  The Initial OPIS/CMM Commitments offered to divest OPIS/CMM Divested 
Business , comprising  inter alia  the transfer of the following assets to the 
OPIS/CMM  Purchaser:  
 IHSM’s  equity  interest in the relevant legal entities;  
 All supplier and customer contracts, leases, agreements, undertakings, and 
commitments exclusively entered into by or for the exclusive benefit of the 
OPIS/CMM Divestment Business;  
 The portion of contracts relating to the OPIS/CMM Divestment Business (with 
respect to contracts shared with the wider IHSM group) o n terms and conditions 
equivalent to the current ones;  
 Customer and other records  of the OPIS/CMM Divested Business ; 
 All personnel who contribute to the current operation of the OPIS/CMM 
Divestment Businesses and who are necessary to ensure the viability a nd 
competitiveness ;  
 The OPIS and OPIS -PetroChem Wire brands and other intellectual property 
rights owned by the OPIS/CMM Divestment Business or primarily related to it, 
including the relevant current and legacy trademarks;  
 All technology (e.g. data, datab ases, and software) that is used and necessary for 
the operation of the OPIS/CMM Divestment Business and the know -how of the 
employees to be transferred;  and 
 All licences, permits and authorisations necessary for the lawful conduct of the 
activities of the OPIS/CMM Divestment Business . 
(1173)  In addition, under the Initial OPIS/CMM Commitment, the OPIS/CMM Divestment 
Business would benefit, at the option of the OPIS/C MM Purchaser, from 
arrangements under a short -term transition service agreements (“TSA”) for the 
supply of a number of transitional services. The TSA covers services in the 
following categories: facilities (e.g. physical security), finance, payroll, human 
resources, information technology infrastructure and security, technology, including 
Amazon Web Services, CMM content support (support from IHSM’s technology 
 
 
245 platform), and ancillary commercial activities. The anticipated duration varies 
between 6 and 12 m onths depending on the service.  
(1174)  The TSA would not cover the third party benchmark administration services.978 
Instead, the  Parties proposed to appoint a third -party benchmark administrator for 
the Initial OPIS/CMM Divested Business, which would on closing ta ke on the 
regulatory function of benchmark administration for the OPIS/CMM Divested 
Business.  
(1175)  In addition , under the Initial OPIS/CMM Commitments, IHSM and the OPIS/CMM 
Purchaser would enter a Data License Agreement pursuant to which IHSM and the 
OPIS/CMM Purchaser would grant the other party a non -exclusive worldwide 
license to use specific  data for the purposes for which such data was used pre-
Transaction : 
 From IHSM to the OPIS/CMM Divested Business , the relevant  data would 
include maritime and trade, gas , LNG, power and renewables data. The term 
would vary from 12 -24 months depending on the type of data;  
 From the OPIS/CMM Divested Business to IHSM , the relevant  data would 
include petrochemicals, oil, agriculture, coal and shipping data. The term 
would var y from 12 -48 months depending on the type of data.  
(1176)  Finally, under the Initial OPIS/CMM Commitments, the OPIS/CMM Purchaser  
should not meet any additional criteria besides those of the Commission’s model text 
for divestiture commitments .979 
7.4.2.2.  Market test  
(1177)  The Co mmission market tested the Initial OPIS/CMM Commitments to assess 
whether they were sufficient and suitable to remedy the serious doubts identified in 
Section 7.3.1. of this decision, and whether they were sufficient to ensure the 
viability and competitive ness of the OPIS/CMM Divested Business.   
(1178)  Overall, most respondents indicated that the OPIS/CMM Divested Businesses, as 
defined under the Initial OPIS/CMM Commitments , is a viable and competitive 
standalone business. In particular, the majority of the respo ndents consider that the 
transferred  assets , personnel and the TSA are sufficient to run the OPIS/CMM 
Divested Business as a standalone, viable and competitive business,980 and that the 
business as such is attractive.981 The majority of the respondents  also do  not see any 
implementation risks associated with the transfer of the OPIS/CMM Divested 
                                                 
978  A proportion of the OPIS/CMM Divestment Business’ commodity price assessments fall within sco pe of 
the EU BMR, and as such must be administered by a benchmark administrator. A benchmark 
administrator is an entity that is authorised or registered by the relevant regulatory authority. Currently, 
IHSM's benchmark administration is provided by IMBA, a n entity within the IHSM group.  
979  See https://ec.europa.eu/competition -policy/mergers/legislation/best -practices en .  
980  Replies to questions 7, 8, 9 and 10 of Questionnaire R1, and questions 6, 7 and 8 of Questionnaire R2.  
981  Replies to question 16 of Questionnaire R1, and question 11 of Questionnaire R2. The majority of the 
respondents also do not consider that the Initial OPIS/CMM Commitments risk to have a ne gative impact 
on the benchmark status of the price assessments offered by OPIS and CMM (Replies to question 6 of 
Questionnaire R1, and question 5 of Questionnaire R2).  
 
 
246 Business,982 including with respect to  the transfer of the relevant contracts .983 The 
majority of the respondents also consider that the Initial OPIS/CMM Commitments 
would solve potential competition concerns arising from the Transaction with 
respect to the provision of biofuel, coal, oil and petrochemical price assessments.984 
(1179)  However, respondents to the market test also identified the following main 
shortcomings in relation to the Initial CMM/OPIS Commitments.  
(1180)  First , respondents suggest that a suitable purchaser would need to meet additional 
criteria to the ones included in the Initial OPIS/CMM Commitments. Specifically, 
the market test results  suggest that the OPIS/CMM Purchaser  (i) should not be a 
purely financial investor, (ii) should have a global presence, and (iii) should be 
independent from the underlying commodities assessed by t he OPIS/CMM Divested 
Business.985 With respect to the independence from the underlying commodities, a 
customer for examples explains: “It is important to retain neutrality in the reporting 
of the market and that price assessments remain independent / decoupl ed from any 
linkage to energy / commodity supply companies. No conflict of interest should 
arise” .986 
(1181)  Second , respondents  perceive benchmark administration services as important or 
even critical for PRAs,987 and the majority consider that outsourcing of these 
services to an external third party would negatively impact the viability and 
competitiveness of the OPIS/CMM Divestment Business. For example, a competitor 
explains: “Separating these functions would substantially increase the costs and 
risks to the PRA a nd would not be viable.”988 In addition, respondents  are split as to 
whether a company that only offers benchmark administration services in relation to 
financial indices could easily offer the same services in relation to benchmarks 
offered by PRAs, and mos t of them explain that administration of financial 
benchmarks is significantly different to administration of price assessment 
benchmark.989 
(1182)  Third , the market test and the Commission’s assessment indicate that  the duration of 
the Data License Agreement inclu ded in the Initial OPIS/CMM Commitments  
(reaching up to 48 months) may be excessive. One competitor  explain s that “We 
would have some concerns as to whether the extent of the ongoing mutual licensing 
of data between the divested business and the merging pa rties is such as to prevent 
the divested business from being truly independent and competing vigorously with 
the merging parties”.990 
                                                 
982  Replies to question 5 of Questionnaire R1, and question 4 of Questionnaire R2.  
983  Replies to question 11 of Questionnaire R1, and question 10 of Questionnaire R2.  
984  Replies to question 4 of Questionnaire R1, and question 3 of Questionnaire R2.  
985  Replies to question 17 and 18 of Questionnaire R1, and questions 12 and 13 of Questionnaire R2. 
986  Reply to question 12 of Questionnaire R2.  
987  Replies to question 12 of Questionnaire R1.  
988  Reply to question 12 of Questionnaire R1.  
989  Replies to question 12 of Questionnaire R1.  
990  Reply to question 14 of Questionnaire R1.  
 
 
247 7.4.2.3.  Final OPIS/CMM Commitments  
(1183)  In order to take into account the results of the market test, the Parties submitted 
revised commitments on 15 October 2021 (the “Final OPIS/CMM Commitments”).   
(1184)  The Final OPIS/CMM Commitments differ from the Initial OPIS/CMM 
Commitments on the following points:  
 Suitable purchaser criteria.  The Final OPIS/CMM Commitments include 
additional criteria  that the OPIS/CMM Purchaser must fulfil. These stipulate 
that the OPIS/CMM Purchaser: (i) shall not be a purely financial investor; (ii) 
shall have a global presence; and (iii) shall not be a supplier of or not have 
material financial exposure to the pric e of underlying commodities assessed by 
the OPIS/CMM Divested Business.  
 
 Benchmark administration services . The Notifying Party clarified that 
benchmark administration services would only be provided by a third party for 
a transitional basis until the OPIS/CMM Purchaser develops its own benchmark 
administrator.  The Final OPIS/CMM Commitments expand  the criteria that the 
Purchaser “shall have the financial resources, proven expertise and incentive to 
maintain and develop the [OPIS/CMM Divested Business] as viable and active 
competitive forces in competition with the Parties and other competitors ” to 
include “the ability and incentives to develop its own benchmark administrator 
in-house”.  
 
Data License Agreements.  The Final OPIS/CMM Commitments provide for the 
term of the Data License Agreement with respect to the data flowing from the 
OPIS/CMM Divested Business to IHSM to vary from 12 – 24 months 
depending on the type of data. Under the Final OPIS/CMM Commitments, the 
term of these supply agreements can be extended by an additional 12 months, 
for a maximum total of 48 months, provided that, under the supervision of the 
Monitoring Trustee, IHSM demonstrates it made its best effort to replace the 
source of data obtain ed from the OPIS/CMM Divested Business in the shortest 
possible time frame,  and that the OPIS/CMM Divested Business is 
compensated on market conditions . 
 
7.4.3.  Commission’s assessment  
(1185)  The Final OPIS/CMM Commitments eliminate the competition concerns in the 
markets for biofuel, coal, oil and petrochemical price assessments where serious 
doubts were identified in Section  7.3.1.  of this decision.  
(1186)  The Final OPIS/CMM Commitments remove the entire overlap of the Parties in the 
global markets for coal and oil price  assessments (and all plausible narrower 
segments) .991 
(1187)  With respect to the global markets for biofuel and petrochemical price assessments, a 
limited overlap will remain . Post-Divestment, the legacy  IHSM will remain active in 
biofuel price assessments with it s Agribusiness division . As further discussed in 
                                                 
991  In addition, they re move the entire overlap in additional market where no serious doubts were identified, 
namely the markets for LNG, metals, power and shipping price assessments. 
 
 
248 Section 7.3.1.3. , IHSM Agribusiness has de minimis  sales of biofuel price 
assessments and market share of [0-5]% (under any plausible market definition) , 
adding to Platts’, whereas the OPIS/CMM Divested Busi ness has a market share of 
around [5-10]%. Given IHSM Agribusiness’ limited market share , limited biofuel 
benchmarks provided by IHSM Agribusiness, and market investigation providing no 
indication that IHSM Agribusiness is among the primary suppliers of bi ofuel price 
assessments, we consider that serious doubts identified in Section 7.3.1.3. relate to 
the overlap between Platts and IHSM OPIS, and no t Platts and IHSM Agribusiness.  
(1188)  Therefore, the Final OPIS/CMM Commitments eliminate competition concerns in 
biofuel price assessments.  This is further supported by the market test, where no 
respondents considers that any competition concerns will remain post -Divestment 
with respect to biofuel price assessment markets.992 Moreover, virtually no 
respondent indicated t hat Agribusiness could be considered as critical for the 
viability of the OPIS/CMM Divested Business.993 
(1189)  Post-Divestment, the legacy IHSM will also remain active in petrochemical price 
assessments with its OMDC division. IHSM OMDC has a market share of [10-20]%, 
whereas the OPIS/CMM Divested Business has a market share of around [0-5]%. 
Post-Divestment the Parties’ combined market share would therefore remain 
moderate at [30-40]%.994 However, as further discussed in Section 7.3.1.9. : 
(a) OMDC is not a particul arly strong provider of petrochemical price 
assessments;  
(b) OMDC does not appear to compete closely  with Platts, as it is not a PRA and 
its price assessments are only available as part of its m arket intelligence 
offering;  
(c) Concerns raised by market participant s with respect to the Parties’ overlap in 
petrochemical price assessments (outlined in Section 7.3.1.9. ) appear to 
largely relate to the overlap between Platts and PCW, and not Platts and 
OMDC. This is confirmed by the results of  the market test .  Virtuall y no 
respondent suggests that competition concerns would remain post-divestment  
due to OMDC not being divested .995 A customer explicitly recognizes : “The 
proposed divestment of IHSM’s CMM, OPIS and PCW businesses  [emphasis 
added] could addresses those concer ns.”996; and  
(1190)  Therefore, the Commission  consider s that serious doubts identified in Section 
7.3.1.9. relate to the overlap between Platts and PCW only, and not Platts and 
OMDC. The Final OPIS/CMM Commitments thus eliminate competition concerns 
in petrochemical price assessments.  Moreover, virtually no respondent indicated that 
                                                 
992  Replies to question 4 of Questionnaire R1 and question 5 of Questionnaire R2.  
993  Replies to question 10 of Questionnaire R1 and question 9 of Questionnaire R2.  
994  OMDC’s market share is likely overestimated as the Notifying Party estimated it assuming a 50 -50 
revenue split between market intelligence and price assessment, whereas OMDC is primaril y a market 
intelligence provider. The market investigation did not provide any evidence that OMDC’s position and 
competitive interaction with Platts would be different in any plausible narrower segments.  
995  Replies to question 4 of Questionnaire R1 and que stion 5 of Questionnaire R2.  
996  Reply to question 5 of Questionnaire R2.  
 
 
249 OMDC could be considered as critical for the viability of the OPIS/CMM Divested 
Business.997 
(1191)  In addition, t he Commission considers t hat the amendments described in Section 
7.4.2.3. adequately address the concerns raised by market test respondents and the 
Commission in relation to the Initial OPIS/CMM Commitments.  
(1192)  The additional purchaser criteria will ensure that the OPIS/CMM Purchaser will 
have all the necessary expertise and i ncentive to maintain and develop the 
OPIS/CMM Divested Business as a viable and active competitor.  
(1193)  With respect to benchmark administration services specifically, the OPIS/CMM 
Purchaser will be able to use the third -party external administrator on a transi tional 
basis only, and develop its own in -house benchmark administrator.  
(1194)  With respect to the data license agreements  governing the flow of data from the 
OPIS/CMM Divested Business to IHSM , the Final OPIS/CMM Commitments 
ensure that the duration of such agr eements is minimised as much as possible, and 
that the OPIS/CMM Divested Business is adequately remunerated for any services it 
will continue providing to IHSM. The Final OPIS/CMM Commitments, as amended, 
therefore protect the independence,  viability and c ompetitiveness of the OPIS/CMM 
Divested Business.  
(1195)  In view of the foregoing, the Commission concludes that the Final OPIS/CMM 
Commitments would allow the OPIS/CMM Purchaser to effectively and credibly 
compete in the markets for biofuel, coal, oil and petroc hemical price assessments . 
(1196)  For the reasons outlined above, the commitments entered into by the undertakings 
concerned are sufficient to eliminate the serious doubts as to the compatibility of the 
transaction with the internal market  in relation to the mark ets for biofuel, coal, oil 
and petrochemical price assessments . 
8. CONDITIONS AND OBLIGA TIONS  
(1197)  The commitments in Section B of each of the Final OPIS / CMM Commitments, the 
Final CUSIP Commitments and Final LCD/LLI Commitments  annexed to this 
decision  (includ ing their respective Schedule)  constitute conditions attached to this 
decision, as only through full compliance therewith can the structural changes in the 
relevant markets be achieved. The other commitments set out in each of the Final 
OPIS / CMM Commitme nts, the Final CUSIP Commitments and Final LCD/LLI 
Commitments constitute obligations, as they concern the implementing steps which 
are necessary to achieve the modifications sought in a manner compatible with the 
internal market.  
                                                 
997  Replies to question 10 of Questionnaire R1 and question 9 of Questionnaire R2.  
 
 
250 9. CONCLUSION  
(1198)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the 
internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the conditions in Section B (including the Schedule) of each of the 
commitments annexed to the present decision and with the obligations contained in 
the other sections of the said commitments. This decision is adopted in application of 
Article 6(1)(b) in conjunction with Ar ticle 6(2) of the Merger Regulation and Article 
57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
         
 
 Case M. 10108  – S&P / IHSM  
 
COMMITMENTS TO THE EUROPEAN COMMISSION  
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation ”), S&P 
Global Inc. (“S&P”) and IHS Markit Ltd (“IHSM ”) (together, the “Parties ”) hereby enters into the 
following Commitments (t he “Commitments ”) vis-à-vis the European Commission (the 
“Commission ”) with a view to rendering the acquisition by S&P of IHSM (the “Concentration ”) 
compatible with the internal market and the functioning of the EEA Agreement.  
This text shall be interprete d in light of the Commission ’s decision pursuant to Article 6(1)(b) of the 
Merger Regulation of the Merger Regulation to declare the Concentration compatible with the 
internal market and the functioning of the EEA Agreement (the “Decision ”), in the general  framework 
of European Union law, in particular in light of the Merger Regulation, and by reference to the 
Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (the “Remedies No tice”). 
 
 
2 SECTION A.  DEFINITIONS  
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate 
parents of the Parties whereby the notion of control shall be interpreted pursuant to Article 3 
of the Merger Regulation and in light of the Commission Consolidated Jurisdictional Notice 
under Council Regulation (EC) No 139/2004 on the control of concentrations between 
undertakings (the " Consolidated  Jurisdictional Notice "). 
Assets : the assets that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Price Assessments Divestment Businesses as indicated 
in Section B, paragraph 7(i), 7(ii) and 7(iii) and described more in detail in the Schedule.  
Closing : the transfer of the legal title to the Price Assessments Divestment Businesses to 
the Purchaser.  
Closing Period : the period of […] from the approval of the Purchaser and the terms of sale 
by the Commission.  
CMM : means IHSM ’s Coal, Metals and Mining group, set out in the S chedule, which the 
Parties commit to divest.  
Confidential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary nature that is not in the public domain.  
Conflict of Interest : any conflict of interest  that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Parties and who has/have receiv ed from the Parties the 
exclusive Trustee Mandate to sell the Price Assessments Divestment Businesses to a 
Purchaser at no minimum price.  
Effective Date : the date of adoption of the Decision.  
First Divestiture Period : the period of […] from the Effective D ate. 
Hold Separate Manager : the person appointed by the Parties for the Price Assessments 
Divestment Businesses to manage the day -to-day business under the supervision of the 
Monitoring Trustee.  
IHSM : IHS Markit Ltd, incorporated under the laws of Bermuda  with its registered office at 
4th Floor, Ropemaker Place, 25 Ropemaker Street, London, England EC2Y 9LY.  
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Price Assessments Divestment Businesses, as listed in the Schedule, including the Hold 
Separate Manager.  
 
 
3 Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Parties, and who has/have the duty to monitor the 
Parties ’ compliance with the conditions a nd obligations attached to the Decision.  
OPIS : means IHSM ’s Oil Price Information Services group, as set out in the Schedule, which 
the Parties commit to divest.  
Parties : S&P and IHSM.  
PCW : means IHSM ’s PetroChem Wire, which the Parties commit to divest.  
Personnel : all staff currently employed by the Price Assessments Divestment Businesses, 
including staff seconded to the Price Assessments Divestment Businesses (if any), and a 
proportionate allocation of shared personnel as well as the additional personne l listed in the 
Schedule.  
Price Assessments Divestment Businesses : the businesses as defined in Section B and 
in the Schedule which the Parties commit to divest.  
Purchaser : the entity approved by the Commission as acquirer of the Price Assessments 
Divestme nt Businesses in accordance with the criteria set out in Section D.  
Purchaser Criteria : the criteria laid down in paragraph 18 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
S&P: S&P Global Inc. incorporated under the laws of New York,  with its registered office at 
55 W ater Street, New York, NY 10041.  
Schedule : the schedule to these Commitments describing more in detail the Price 
Assessments Divestment Businesses.  
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Trustee Divestiture Pe riod: the period of […] from the end of the First Divestiture Period.  
 
 
4 SECTION B.  THE COMMITMENT TO DIVEST AND THE PRICE ASSESSMENTS 
DIVESTMENT BUSINESSES  
Commitment to divest  
2. In order to maintain effective competition, the Parties commit to divest, or procure the 
divestiture of the Price Assessments Divestment Businesses by the end of the Trustee 
Divestiture Period as a going concern to a purchaser and on terms of sale approved  by the 
Commission in accordance with the procedure described in paragraph 19 of these 
Commitments.  T o carry out the divestiture, the Parties comm it to find a purchaser and to 
enter into a final binding sale and purchase agreement for the sale of the Price Assessments 
Divestment Businesses within the First Divestiture Period.  If the Parties have not entered 
into such an agreement at the end of the First Divestiture Period, the Parties shall grant the 
Divestiture Trustee an exclusive mandate to sell the Price Assessments Divestment 
Businesses in accordance with the procedure described in paragraph 31 in the Trustee 
Divestiture Period.  
3. The proposed concentration shall not be implemented before the Parties or the Divestiture 
Trustee has entered into a final binding sale and purchase agreement for  the sale of the 
Price Assessments Divestment Businesses and the Commission has approved the 
purchaser and the terms of sale in accordance with paragraph 19.  
4. The Parties shall be deemed to have complied with this commitment if:  
(i) by the end of the Trustee D ivestiture Period, the Parties or the Divestiture Trustee 
has entered into a final binding sale and purchase agreement and the Commission 
approves the proposed purchaser and the terms of sale as being consistent with the 
Commitments in accordance with the procedure described in paragraph 19; and  
(ii) the Closing of the sale of the Price Assessments Divestment Businesses to the 
Purchaser takes place within  the Closing Period.  
5. In order to maintain the structural effect of the Commitments, the Parties shall, for a period 
of 10 years after Closing, not acquire, whether directly or indirectly, the possibility of 
exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over 
the whole or part of the Price Assessments Divestment Businesses, unless, following the 
submission of a reasoned request from the Parties showing good cause and accompanied 
by a report from the Monitoring Trustee (a s provided in paragraph 45 of these 
Commitments), the Commission finds that the structure of the market has changed to such 
an extent that the absen ce of influence over the Price Assessments Divestment Businesses 
is no longer necessary to render the proposed concentration compatible with the internal 
market.  
Structure and definition of the Price Assessments Divestment Businesses  
6. The Price Assessments Divestment Businesses consist of:  
(i) IHSM ’s CMM group;  
(ii) IHSM ’s OPIS business; and  
 
 
5 (iii) IHSM ’s PCW business.  
7. The legal and functional structure of the Price Assessments Divestment Businesses as 
operated to date is described in the Schedule.  The Price Assessments Divestment 
Businesses, described in more detail in the Schedule, includes all assets and staff that 
contribute to the current operation or are necessary to ensure the viability and 
competitiveness of the Price Assessments Divestment Businesses, in particul ar: 
(i) all tangible and intangible assets (including intellectual property rights);  
(ii) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the Price Assessments Divestment Businesses;  
(iii) all contracts, leases, commitm ents and customer orders of the Price Assessments 
Divestment Businesses; all customer, credit and other records of the Price 
Assessments Divestment Businesses; and  
(iv) the Personnel.  
8. In addition, the Price Assessments Divestment Businesses include the benefit,  for a 
transitional period of up to 12 months after Closing and on terms and conditions equivalent 
to those at present afforded to the Price Assessments Divestment Businesses, of all current 
arrangements under which IHSM or its Affiliated Undertakings supp ly products or services to 
the Price Assessments Divestment Businesses, as detailed in the Schedule, unless 
otherwise agreed with the Purchaser as described in detail in the Schedule.  Strict firewall 
procedures will be adopted so as to ensure that any com petitively sensitive information 
related to, or arising from such supply arrangements (for example, product roadmaps) will 
not be shared with, or passed on to, anyone outside the Price Assessments Divestment 
Businesses.  
SECTION C.  RELATED COMMITMENTS  
Preservation of viability, marketability and competitiveness  
9. From the Effective Date until Closing, the Parties shall preserve or procure the preservation 
of the economic viability, marketability and competitiveness of the Price Assessments 
Divestment Busi nesses, in accordance with good business practice, and shall minimise as 
far as possible any risk of loss of competitive potential of the Price Assessments Divestment 
Businesses.  In particular the Parties undertake:  
(i) not to carry out any action that might have a significant adverse impact on the value, 
management or competitiveness of the Price Assessments Divestment Businesses 
or that might alter the nature and scope of activity, or the industrial or commercial 
strategy or the investment policy of the Pric e Assessments Divestment Businesses;  
(ii) to make available, or procure to make available, sufficient resources for the 
development of the Price Assessments Divestment Businesses, on the basis and 
continuation of the existing business plans;  
(iii) to take all reasona ble steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice), to encourage 
 
 
6 all Key Personnel to remain with the Price Assessments Divestment Businesses, 
and not to solicit or move any  Personnel to the Parties ’ remaining business.  Where, 
nevertheless, individual members of the Key Personnel exceptionally leave the Price 
Assessments Divestment Businesses, the Parties shall provide a reasoned proposal 
to replace the person or persons con cerned to the Commission and the Monitoring 
Trustee.  The Parties must be able to demonstrate to the Commission that the 
replacement is well suited to carry out the functions exercised by those individual 
members of the Key Personnel.  The replacement shal l take place under the 
supervision of the Monitoring Trustee, who shall report to the Commission.  
Hold-separate obligations  
10. The Parties commit, from the Effective Date until Closing, to procure that the Price 
Assessments Divestment Businesses are kept sepa rate from the business(es) that the  
Parties will be retaining and, after closing of the notified transaction to keep the Price 
Assessments Divestment Businesses separate from the business that the Parties are 
retaining and to ensure that unless explicitly  permitted under these Commitments: (i) 
management and staff of the business(es) retained by the Parties have no involvement in 
the Price Assessments Divestment Businesses; (ii) the Key Personnel and Personnel of the 
Price Assessments Divestment Businesses  have no involvement in any business retained 
by the Parties and do not report to any individual outside the Price Assessments Divestment 
Businesses.  
11. Until Closing, the Parties shall assist the Monitoring Trustee in ensuring that the Price 
Assessments Dive stment Businesses are managed as a distinct and saleable entity 
separate from the business(es) which the Parties are retaining.  Immediately after the 
adoption of the Decision, the Parties shall appoint a Hold Separate Manager.  The Hold 
Separate Manager, who shall be part of the Key Personnel, shall manage the Price 
Assessments Divestment Businesses independently and in the best interest of the business 
with a view to ensuring its continued economic viability, marketability and competitiveness 
and its inde pendence from the businesses retained by the Parties.  The Hold Separate 
Manager shall closely cooperate with and report to the Monitoring Trustee and, if applicable, 
the Divestiture Trustee.  Any replacement of the Hold Separate Manager shall be subject t o 
the procedure laid down in paragraph 9(iii) of these Commitments.  The Commission may, 
after having heard the Parties, require the Parties to rep lace the Hold Separate Manager.  
12. T o ensure that the Price Assessments Divestment Businesses are held and managed as a 
separate entity the Monitoring Trustee shall exercise the Parties ’ rights as shareholder in the 
legal entity or entities that constitute the Price Assessments Divestment Businesses (except 
for its rights in respect of dividends that are due before Closing), with the aim of acting in the 
best interest of the business, which shall be determined on a stand -alone basis, as an 
independent financ ial investor, and with a view to fulfilling the Parties ’ obligations under the 
Commitments.  Furthermore, the Monitoring Trustee shall have the power to replace 
members of the supervisory board or non -executive directors of the board of directors, who 
have been appointed on behalf of the Parties.  Upon request of the Monitoring Trustee, the 
Parties shall resign as a member of the boards or shall cause such members of the boards 
to resign.  
 
 
7 Ring-fencing  
13. The Parties shall implement, or procure to implement, al l necessary measures to ensure that 
it does not, after the Effective Date, obtain any Confidential Information relating to the Price 
Assessments Divestment Businesses and that any such Confidential Information obtained 
by the Parties before the Effective D ate will be eliminated and not be used by the Parties.  
This includes measures vis -à-vis the Parties ’ appointees on the supervisory board and/or 
board of directors of the Price Assessments Divestment Businesses.  In particular, the 
participation of the Pri ce Assessments Divestment Businesses in any central information 
technology network shall be severed to the extent possible, without compromising the 
viability of the Price Assessments Divestment Businesses.  The Parties may obtain or keep 
information relat ing to the Price Assessments Divestment Businesses which is reasonably 
necessary for the divestiture of the Price Assessments Divestment Businesses or the 
disclosure of which to the Parties is required by law.  
Non-solicitation clause  
14. The Parties undertake,  subject to customary limitations, not to solicit, and to procure that 
Affiliated Undertakings do not solicit, the Key Personnel transferred with the Price 
Assessments Divestment Businesses for a period of 12 months after Closing.  
Due diligence  
15. In order to  enable potential purchasers to carry out a reasonable due diligence of the Price 
Assessments Divestment Businesses, the Parties shall, subject to customary confidentiality 
assurances and dependent on the stage of the divestiture process:  
(i) provide to potent ial purchasers sufficient information as regards the Price 
Assessments Divestment Businesses;  
(ii) provide to potential purchasers after the Effective Date, a version of the 
Commitments (including the Schedule and its annexes) without undue delay and no 
later t han at the signing of a non -disclosure agreement by the potential purchaser, or 
at the opening of a data -room, whichever is earlier. Any redaction to the 
Commitments should be agreed in advance with the Commission; and  
(iii) provide to potential purchasers suffi cient information relating to the Personnel and 
allow them reasonable access to the Personnel.  
Reporting  
16. The Parties shall submit written reports in English on potential purchasers of the Price 
Assessments Divestment Businesses and developments in the neg otiations with such 
potential purchasers to the Commission and the Monitoring Trustee no later than 10 days 
after the end of every month following the Effective Date (or otherwise at the Commission ’s 
request).  The Parties shall submit a list of all potent ial purchasers having expressed interest 
in acquiring the Price Assessments Divestment Businesses to the Commission at each and 
every stage of the divestiture process, as well as a copy of all the offers made by potential 
purchasers within five days of the ir receipt.  
 
 
8 17. The Parties shall inform the Commission and the Monitoring Trustee on the preparation of 
the data room documentation and the due diligence procedure and shall submit a copy of 
any information memorandum to the Commission and the Monitoring Trus tee before sending 
the memorandum out to potential purchasers.  
SECTION D.  THE PURCHASER  
18. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:  
(i) The Purchaser shall be independent of and unconnected to the Parties and it s 
Affiliated Undertakings (this being assessed having regard to the situation following 
the divestiture).  
(ii) The Purchaser shall have the financial resources, proven expertise and incentive to 
maintain and develop the Price Assessments Divestment Businesses a s viable and 
active competitive forces in competition with the Parties and other competitors, 
including the ability and incentives to develop its own benchmark administrator in -
house;  
(iii) The acquisition of the Price Assessments Divestment Businesses by the Pu rchaser 
must neither be likely to create, in light of the information available to the 
Commission, prima facie  competition concerns nor give rise to a risk that the 
implementation of the Commitments will be delayed.  In particular, the Purchaser 
must reaso nably be expected to obtain all necessary approvals from the relevant 
regulatory authorities for the acquisition of the Price Assessments Divestment 
Businesses.  
(iv) The Purchaser shall not be a purely financial investor.  
(v) The Purchaser shall have a global presence.  
(vi) The Purchaser shall not be a supplier of nor have material financial exposure to the 
price of underlying commodities assessed by the Price Assessments Divestment 
Businesses.  
19. The final binding sale and purchase agreement (as well as ancillary agre ements) relating to 
the divestment of the Price Assessments Divestment Businesses shall be conditional on the 
Commission ’s approval.  When the Parties has reached an agreement with a purchaser, it 
shall submit a fully documented and reasoned proposal, incl uding a copy of the final 
agreement(s), within one week to the Commission and the Monitoring Trustee.  The Parties 
must be able to demonstrate to the Commission that the purchaser fulfils the Purchaser 
Criteria and that the Price Assessments Divestment Bus inesses are being sold in a manner 
consistent with the Commission's Decision and the Commitments.  For the approval, the 
Commission shall verify that the purchaser fulfils the Purchaser Criteria and that the Price 
Assessments Divestment Businesses are bein g sold in a manner consistent with the 
Commitments including their objective to bring about a lasting structural change in the 
market.  The Commission may approve the sale of the Price Assessments Divestment 
Businesses without one or more Assets or parts o f the Personnel, or by substituting one or 
more Assets or parts of the Personnel with one or more different assets or different 
personnel, if this does not affect the viability and competitiveness of the Price Assessments 
Divestment Businesses after the sa le, taking account of the proposed purchaser.  
 
 
9 SECTION E.  TRUSTEE  
I. Appointment procedure  
20. The Parties shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitoring Trustee.  The Parties commit not to close th e Concentration 
before the appointment of a Monitoring Trustee.  
21. If the Parties have not entered into a binding sale and purchase agreement regarding the 
Price Assessments Divestment Businesses one month before the end of the First Divestiture 
Period or if the Commission has rejected a purchaser proposed by the Parties at that time or 
thereafter, the Parties shall appoint a Divestiture Trustee.  The appointment of the 
Divestiture Trustee shall take effect upon the commencement of the Trustee Divestiture 
Period. 
22. The Trustee shall:  
(i) at the time of appointment, be independent of the Parties and its Affiliated 
Undertakings;  
(ii) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment banker or cons ultant or auditor; and  
(iii) neither have nor become exposed to a Conflict of Interest.  
23. The Trustee shall be remunerated by the Parties in a way that does not impede the 
independent and effective fulfilment of its mandate.  In particular, where the remuneration 
package of a Divestiture Trustee includes a success premium linked to the final sale value of 
the Price Assessments Divestment Businesses, such success premium may only be earned 
if the divestiture takes place within the Trustee Divestiture Period.  
Proposal by the Parties  
24. No later than two weeks after the Effective Date, the Parties shall submit the name or names 
of one or more natural or legal persons whom the Parties proposes to appoint as the 
Monitoring Trustee to the Commission for approval.  No later than one month before the end 
of the First Divestiture Period or on request by the Commission, the Parties shall submit a 
list of one or more persons whom the Parties propose to appoint as Divestiture Trustee to 
the Commission for approval.  The prop osal shall contain sufficient information for the 
Commission to verify that the person or persons proposed as Trustee fulfil the requirements 
set out in paragraph 22 and shall include:  
(i) the full terms of the proposed mandate, which shall include all provisions necessary 
to enable the Trustee to fulfil its duties under these Commitments;  
(ii) the outline of a work plan which describes how the Trustee intend s to carry out its 
assigned tasks;  
(iii) an indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are proposed for the two functions.  
 
 
10 Approval or rejection by the Commission  
25. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and 
to approve the proposed mandate subject to any modifications it deems necessary for the 
Trustee to fulfil its obligations.  If only one name is approved, the Parties shal l appoint or 
cause to be appointed the person or persons concerned as Trustee, in accordance with the 
mandate approved by the Commission.  If more than one name is approved, the Parties 
shall be free to choose the Trustee to be appointed from among the nam es approved.  The 
Trustee shall be appointed within one week of the Commission ’s approval, in accordance 
with the mandate approved by the Commission.  
New proposal by the Parties  
26. If all the proposed Trustees are rejected, the Parties shall submit the names of at least two 
more natural or legal persons within one week of being informed of the rejection, in 
accordance with paragraphs 20 and 25 of these Commitments.  
Trustee nominated by the Commission  
27. If all further proposed Trustees are rejected by the Commission, the Commission shall 
nominate a Trus tee, whom the Parties shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the Commission.  
II. Functions of the Trustee  
28. The Trustee shall assume its specified duties and obligations in order to ensure compliance 
with th e Commitments.  The Commission may, on its own initiative or at the request of the 
Trustee or the Parties, give any orders or instructions to the Trustee in order to ensure 
compliance with the conditions and obligations attached to the Decision.  
Duties and  obligations of the Monitoring Trustee  
29. The Monitoring Trustee shall:  
(i) propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision.  
(ii) oversee, i n close co -operation with the Hold Separate Manager, the on -going 
management of the Price Assessments Divestment Businesses with a view to 
ensuring their continued economic viability, marketability and competitiveness and 
monitor compliance by the Parties with the conditions and obligations attached to 
the Decision.  T o that end the Monitoring Trustee shall:  
(a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Price Assessments Divestment Businesses, and the 
keeping s eparate of the Price Assessments Divestment Businesses from the 
business retained by the Parties, in accordance with paragraphs 9 and 10 of 
these Commitments;  
 
 
11 (b) supervise the management of the Price Assessments Divestment 
Businesses as distinct and saleable entities, in accordance wit h paragraph 
11 of these Commitments;  
(c) with respect to Confidential Information:  
 determine all necessary measures to ensure that the Parties  do not 
after the Effective Date obtain any Confidential Information r elating 
to the Price Assessments Divestment Businesses,  
 in particular strive for the severing of the Price Assessments 
Divestment Businesses ’ participation in a central information 
techn ology network to the extent possible, without compromising the 
viability of the Price Assessments Divestment Businesses,  
 make sure that any Confidential Information relating to the Price 
Assessments Divestment Businesses obtained by the Parties before 
the Effective Date is eliminated and will not be used by the Parties 
and 
 decide whether such information may be disclosed to or kept by the 
Parties  as the disclosure is reasonably necessary to allow the 
Parties to carry out the divestiture or as the disclosure  is required by 
law; 
(d) monitor the splitting of assets and the allocation of Personnel between the 
Price Assessments Divestment Businesses and the Parties or Affiliated 
Undertakings;  
(iii) propose to the Parties such measures as the Monitoring Trustee considers 
necessary to ensure the Parties ’ compliance with the conditions and obligations 
attached to the Decision, in particular the maintenance of the full economic viability, 
marketability or competitiveness of the Price Assessments Divestment Businesses, 
the holdi ng separate of the Price Assessments Divestment Businesses and the non -
disclosure of competitively sensitive information;  
(iv) review and assess potential purchasers as well as the progress of the divestiture 
process and verify that, dependent on the stage of t he divestiture process:  
(a) potential purchasers receive sufficient and correct information relating to the 
Price Assessments Divestment Businesses and the Personnel in particular 
by reviewing, if available, the data room documentation, the information 
memoran dum and the due diligence process, and  
(b) potential purchasers are granted reasonable access to the Personnel;  
(v) act as a contact point for any requests by third parties, in particular potential 
purchasers, in relation to the Commitments;  
(vi) provide to the Commiss ion, sending the Parties a non -confidential copy at the same 
time, a written report within 15 days after the end of every month that shall cover the 
 
 
12 operation and management of the Price Assessments Divestment Businesses as 
well as the splitting of assets and the allocation of Personnel so that the Commission 
can assess whether the business is held in a manner consistent with the 
Commitments and the progress of the divestiture process as well as potential 
purchasers;  
(vii) promptly report in writing to the Commis sion, sending the Parties a non -confidential 
copy at the same time, if it concludes on reasonable grounds that the Parties are 
failing to comply with these Commitments;  
(viii) within one week after receipt of the documented proposal referred to in paragraph 
19 of these Commitments, submit to the Commission, sending the Parties a non -
confidential copy at the same time, a reasoned opinion as to the suitabilit y and 
independence of the proposed purchaser and the viability of the Price Assessments 
Divestment Businesses after the Sale and as to whether the Price Assessments 
Divestment Businesses are sold in a manner consistent with the conditions and 
obligations a ttached to the Decision, in particular, if relevant, whether the Sale of the 
Price Assessments Divestment Businesses without one or more Assets or not all of 
the Personnel affects the viability of the Price Assessments Divestment Businesses 
after the sale,  taking account of the proposed purchaser;  
(ix) assume the other functions assigned to the Monitoring Trustee under the conditions 
and obligations attached to the Decision.  
30. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the  
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each other 
during and for the purpose of the preparation of the Trustee Divestiture Period in order to 
facilitate each other's tasks.  
Duties and obligations of the Divestiture Tru stee 
31. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price 
the Price Assessments Divestment Businesses to a purchaser, provided that the 
Commission has approved both the purchaser and the final binding sale and purch ase 
agreement (and ancillary agreements) as in line with the Commission's Decision and the 
Commitments in accordance with paragraphs 18 and 19 of these Commitments.  The 
Divestiture Trustee shall include in the sale an d purchase agreement (as well as in any 
ancillary agreements) such terms and conditions as it considers appropriate for an expedient 
sale in the Trustee Divestiture Period.  In particular, the Divestiture Trustee may include in 
the sale and purchase agreem ent such customary representations and warranties and 
indemnities as are reasonably required to effect the sale.  The Divestiture Trustee shall 
protect the legitimate financial interests of the Parties, subject to the Parties ’ unconditional 
obligation to d ivest at no minimum price in the Trustee Divestiture Period.  
32. In the Trustee Divestiture Period (or otherwise at the Commission ’s request), the Divestiture 
Trustee shall provide the Commission with a comprehensive monthly report written in 
English on the pr ogress of the divestiture process.  Such reports shall be submitted within 
15 days after the end of every month with a simultaneous copy to the Monitoring Trustee 
and a non -confidential copy to the Parties.  
 
 
13 III. Duties and obligations of the Parties  
33. The Pa rties shall provide and shall cause its advisors to provide the Trustee with all such co -
operation, assistance and information as the Trustee may reasonably require to perform its 
tasks.  The Trustee shall have full and complete access to any of the Partie s’ or the Price 
Assessments Divestment Businesses ’ books, records, documents, management or other 
personnel, facilities, sites and technical information necessary for fulfilling its duties under 
the Commitments and the Parties and the Price Assessments Div estment Businesses shall 
provide the Trustee upon request with copies of any document.  The Parties and the Price 
Assessments Divestment Businesses shall make available to the Trustee one or more 
offices on their premises and shall be available for meeting s in order to provide the Trustee 
with all information necessary for the performance of its tasks.  
34. The Parties shall provide the Monitoring Trustee with all managerial and administrative 
support that they may reasonably request on behalf of the management of the Price 
Assessments Divestment Businesses.  This shall include all administrative support functions 
relating to the Price Assessments Divestment Businesses which are currently carried out at 
headquarters level.  The Parties shall provide and shall cau se its advisors to provide the 
Monitoring Trustee, on request, with the information submitted to potential purchasers, in 
particular give the Monitoring Trustee access to the data room documentation and all other 
information granted to potential purchasers  in the due diligence procedure.  The Parties shall 
inform the Monitoring Trustee on possible purchasers, submit lists of potential purchasers at 
each stage of the selection process, including the offers made by potential purchasers at 
those stages, and ke ep the Monitoring Trustee informed of all developments in the 
divestiture process.  
35. The Parties shall grant or procure Affiliated Undertakings to grant comprehensive powers of 
attorney, duly executed, to the Divestiture Trustee to effect the sale (including  ancillary 
agreements), the Closing and all actions and declarations which the Divestiture Trustee 
considers necessary or appropriate to achieve the sale and the Closing, including the 
appointment of advisors to assist with the sale process.  Upon request of the Divestiture 
Trustee, the Parties shall cause the documents required for effecting the sale and the 
Closing to be duly executed.  
36. The Parties shall indemnify the Trustee and its employees and agents (each an 
“Indemnified Party ”) and hold each Indemnif ied Party harmless against, and hereby agrees 
that an Indemnified Party shall have no liability to the Parties for, any liabilities arising out of 
the performance of the Trustee ’s duties under the Commitments, except to the extent that 
such liabilities res ult from the wilful default, recklessness, gross negligence or bad faith of 
the Trustee, its employees, agents or advisors.  
37. At the expense of the Parties, the Trustee may appoint advisors (in particular for corporate 
finance or legal advice), subject to th e Parties ’ approval (this approval not to be 
unreasonably withheld or delayed) if the Trustee considers the appointment of such advisors 
necessary or appropriate for the performance of its duties and obligations under the 
Mandate, provided that any fees an d other expenses incurred by the Trustee are 
reasonable.  Should the Parties refuse to approve the advisors proposed by the Trustee the 
Commission may approve the appointment of such advisors instead, after having heard the 
Parties.  Only the Trustee shall  be entitled to issue instructions to the advisors.  
Paragraph  36 of these Commitments shall apply mutatis mutandis .  In the Trustee 
Divestiture Perio d, the Divestiture Trustee may use advisors who served the Parties during 
 
 
14 the Divestiture Period if the Divestiture Trustee considers this in the best interest of an 
expedient sale.  
38. The Parties agree that the Commission may share Confidential Information p roprietary to 
the Parties with the Trustee.  The Trustee shall not disclose such information and the 
principles contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis 
mutandis . 
39. The Parties agrees that the contact details of the Monitori ng Trustee are published on the 
website of the Commission's Directorate -General for Competition and they shall inform 
interested third parties, in particular any potential purchasers, of the identity and the tasks of 
the Monitoring Trustee.  
40. For a period of  10 years from the Effective Date the Commission may request all information 
from the Parties that is reasonably necessary to monitor the effective implementation of 
these Commitments.  
IV. Replacement, discharge and reappointment of the Trustee  
41. If the Trus tee ceases to perform its functions under the Commitments or for any other good 
cause, including the exposure of the Trustee to a Conflict of Interest:  
(i) the Commission may, after hearing the Trustee and the Parties, require the Parties 
to replace the Truste e; or 
(ii) the Parties may, with the prior approval of the Commission, replace the Trustee.  
42. If the Trustee is removed according to paragraph 41 of these Commitments, the Trustee 
may be required to continue in its function until a new Trustee is in place to whom the 
Trustee has effected a full hand over of all relevant information.  The new Trustee shall be 
appointed in accordance with the procedure referre d to in paragraphs 20 to 27 of these 
Commitments.  
43. Unless removed according to paragraph 41 of these Commitments, the Trustee shall cease 
to act as Trustee only after the Commission has discharged it from its duties after all the 
Commitments with which the Trustee has been entrusted  have been implemented.  
However, the Commission may at any time require the reappointment of the Monitoring 
Trustee if it subsequently appears that the relevant remedies might not have been fully and 
properly implemented.  
SECTION F.  THE REVIEW CLAUSE  
44. The Commission may extend the time periods foreseen in the Commitments in response to 
a request from the Parties or, in appropriate cases, on its own initiative.  Where the Parties 
request an extension of a time period, it shall submit a reasoned request to th e Commission 
no later than one month before the expiry of that period, showing good cause.  This request 
shall be accompanied by a report from the Monitoring Trustee, who shall, at the same time 
send a non -confidential copy of the report to the Parties.  O nly in exceptional circumstances 
shall the Parties be entitled to request an extension within the last month of any period.  
 
 
15 45. The Commission may further, in response to a reasoned request from the Parties showing 
good cause waive, modify or substitute, in ex ceptional circumstances, one or more of the 
undertakings in these Commitments.  This request shall be accompanied by a report from 
the Monitoring Trustee, who shall, at the same time send a non -confidential copy of the 
report to the Parties.  The request s hall not have the effect of suspending the application of 
the undertaking and, in particular, of suspending the expiry of any time period in which the 
undertaking has to be complied with.  
SECTION G.  ENTRY INTO FORCE  
46. The Commitments shall take effect upon t he date of adoption of the Decision.  
 
 
[signed ] 
……………………………………………………………………..  
duly authorised for and on behalf of  
S&P Global Inc.  
[signed ] 
……………………………………………………………………..  
duly authorised for and on behalf of  
IHS Markit Ltd  
 
 
 
16 SCHEDULE  
1. The Price Assessments Divestment Businesses consist of CMM, OPIS, and PCW. PCW is 
organisationally part of OPIS.  
2. In accordance with paragraph 7 of these Commitments, the Price Assessments Divestment 
Businesses include, but are not limited to:  
(i) the followi ng main tangible assets:  
(a) 100% of the equity interest in the following legal entities:  
(I) Oil Price Information Service, LLC;  
(II) Axxis Software, LLC; and  
(III) PetroChemWire LLC;  
(b) 100% of the equity interests currently held by IHSM in a2i systems A/S and 
Prima Regulated Markets Limited;  
(ii) the following main intangible assets:  
(a) all supplier and customer contracts, leases, agreements, undertakings, and 
commitments (or, in the case of shared contracts, the portion of such 
contracts which relates to the Price Assessme nts Divestment Businesses in 
the manner outlined in paragraph 2(ii) (b)) which contribute to the current 
operation or are necessary to ensure the viab ility and competitiveness of the 
Price Assessments Divestment Businesses;1   
(b) in respect of the small number of contracts used by the Price Assessments 
Divestment Businesses which are shared with the wider IHSM group, the 
portion of those contracts which re lates to the Price Assessments 
Divestment Businesses on terms and conditions equivalent to those at 
present afforded to the Price Assessments Divestment Businesses.  If a 
shared contract cannot be partially assigned by its terms or otherwise, or 
cannot be amended, without approvals and such approvals cannot be 
obtained within a period agreed to between IHSM and the Purchaser, IHSM 
will cooperate with the Purchaser to establish an agency type or other 
similar arrangement to provide the Purchaser the claims, rights and benefits 
of those parts that relate to the Price Assessments Divestment Businesses;  
(c) customer, and other records of the Price Assessments Divestment 
Businesses, recognising that  the Parties may retain a copy of such records 
to the extent that th ese relate to suppliers or customers not transferred to 
the Price Assessments Divestment Businesses or are required for legal 
                                                 
1 For those contracts subject to change of control provisions or requiring consent before assignment, IHSM 
will use best efforts  to obtain the consent of the relevant contracting parties to ensure the Purchaser  
receives the benefit of  all rights and obligat ions under those contracts.  
 
 
17 compliance purposes.  Copies of records of the Price Assessments 
Divestment Businesses that are retained by the Parties for legal compliance 
purposes will be ring -fenced;  
(d) in line with applicable employment laws, contractual provisions and other 
relevant legislation, all personnel who contribute to the current operation of 
the Price Assessments Divestment Businesses and who are necess ary to 
ensure the viability and competitiveness of the Price Assessments 
Divestment Businesses ( an indicative list is included in Appendix 1); 
(e) the OP IS and OPIS -PetroChem Wire brands and intellectual property rights 
to the extent owned by or primarily related to the Price Assessments 
Divestment Businesses  or necessary to ensure the viability and 
competitiveness of the Price Assessments Divestment Busin esses, including 
registered and unregistered trademarks, domain names and social media 
identifiers;  
(f) technology (e.g., data, databases, and software) that is (a) used in and 
necessary for the operation of the Price Assessments Divestment 
Businesses as of th e closing or (b) the know -how of the employees to be 
transferred to the extent primarily related to the Price Assessments 
Divestment Businesses  or necessary to ensure the viability and 
competitiveness of the Price Assessments Divestment Businesses;  
(g) all lic ences, permits and authorisations necessary for lawful conduct or the 
viability and competitiveness of the Price Assessments Divestment 
Businesses and use of the transferred assets as presently conducted (to the 
extent transferrable);  
(h) all electronic books,  records and files that are related to the Price 
Assessments Divestment Businesses.  T o the extent any parts of such 
electronic books, records and files are not related to the Price Assessments 
Divestment Businesses, they may be redacted;  
(i) claims, defences,  rights of offset or counterclaim to the extent primarily 
related to the Price Assessments Divestment Businesses;  
(j) arrangements under a Data License Agreement pursuant to which IHSM 
and the Purchaser will grant the other party a non -exclusive, worldwide 
license to use the specified data for the purposes for which such data was 
used as of the date of the sale and purchase agreement:  
(I) From IHSM to the Price Assessments Divestment Businesses: 
Specified data includes [Commercial terms] .  
(II) From Price Assessments Di vestment Businesses to IHSM: Specified 
data includes [Commercial terms] . 
(k) at the option of the Purchaser, arrangements under a short -term transition 
services agreement (“TSA”) for the supply of the following transitional 

 
 
19 2.2 The Price Assessments Divestment Businesses shall not include:  
(i) PointLogic LLC, a subsidiary of OPIS LLC;  
(ii) books and records required to be retained pursuant to any law provided that the 
Purchaser shall on request receive a copy of the same.  Books and records of the 
Price Assessments Divestment Businesses that are retained by the Parties for legal 
compliance purposes will be ring -fenced ; 
(iii) customer or supplier contracts, commitments, orders or volumes (or portions 
thereof) n ot solely or mainly related to the Price Assessments Divestment 
Businesses; and  
(iv) any other asset or contract that is used primarily in respect of the Parties ’ retained 
business(es) and which is not necessary for the viability and competitiveness of the 
Price Assessments Divestment Businesses (although the portion of any asset or 
contract that is used by the Price Assessments Divestment Businesses will be 
included in the Price Assessments Divestment Businesses where this is possible).   
3. If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule 
but which is necessary for the continued viability and comp etitiveness of the Price 
Assessments Divestment Businesses, that asset or adequate substitute will be offered to 
potential purchasers.  

 
 
21 OPIS (including PCW) personnel transferring  
1. All OPIS (including PCW) employees will transfer with the divested business.   
Key Personnel  
2. Below is a list of the leadership team that will transfer, including a breakdown of employees 
by function in T able 1.4, which are the Key Personnel for OPIS (including PCW).  The 
named leadership team individuals identified below represent the senior manag ement of the 
OPIS business that will be transferred with the Price Assessments Divestment Businesses.   
3. The leadership team that will transfer is as follows:  
(i) At the option of the purchaser, [Personal data]   
(ii) Retail:  
(a) [Personal data]    
(b) [Personal data]  
(c) [Personal data]    
(d) [Personal data]    
(ii) Rack:  
(a) [Personal data]  
(b) [Personal data]  
(c) [Personal data]  
(d) [Personal data]  
(e) [Personal data]    
(iii) Spot (including PCW):  
(a) [Personal data]  
(b) [Personal data]  
(c) [Personal data]  
(d) [Personal data]  
(e) [Personal data]  
(f) [Personal data]    


 
 Case M.10108 – S&P Global Inc. / IHS Markit Ltd.  
COMMITMENTS TO THE EUROPEAN COMMISSION   
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation ”), S&P 
Global Inc. (“S&P”) (the “Notifying Party ”) hereby enters into the following Commitments (the 
“Commitments ”) vis-à-vis the European Commission (the “Commission ”) with a view to rendering 
the acquisition by S&P of sole control over IHS Markit (“IHSM ”) (the “Concentration ”) compatible 
with the internal market and the functioning of the EEA Agreement.  
This text shall be interpreted in light of the Commission ’s decision pursuant to Article 6(1)( b) of the 
Merger Regulation to declare the Concentration compatible with the internal market and the 
functioning of the EEA Agreement (the “Decision ”), in the general framework of European Union 
law, in particular in light of the Merger Regulation, and by reference to the Commission Notice on 
remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission 
Regulation (EC) No 802/2004 (the “Remedies Notice ”). 
Section A.  Definitions  
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
Affiliated Undertakings : undertakings controlled by S&P and/or by the ultimate parents of 
S&P, whereby the notion of control shall be interpreted pursuant to Article 3 of the Merger 
Regulation and in light of the Commissio n Consolidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the 
"Consolidated Jurisdictional Notice "). 
Assets : the assets that contribute to the current operation or are necessary to  ensure the 
viability and competitiveness of the LCD Divestment Businesses as indicated in Section B, 
paragraph 5 (a), (b) and (c) and described more in detail in the Schedule.  
Closing : the transfer of the legal title to the LCD Divestment Businesses to the Purchaser.  
Closing Period : the period of […] from the approval of the Purchaser and the terms of sale 
by the Commission.  
Confidential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary nature that is not in the public domain.  
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity and 
independence in discharging  its duties under the Commitments.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by S&P and who has/have received from S&P the exclusive 
Trustee Mandate to sell the LCD Divestment Businesses  to a Purchaser at no minimum 
price.  
Effective Date : the date of adoption of the Decision.  
EU-BMR:  EU-Regulation 2016/1011 of the European Parliament and of the Council of 8 
June 2016 on indices used as benchmarks in financial instruments and financial con tracts or 
 
 
2 to measure the performance of investment funds and amending Directives 2008/48/EC and 
2014/17/EU and Regulation (EU) No 596/2014  
First Divestiture Period : the period of […] from the Effective Date.  
Hold Separate Manager : the person appointed by S &P to manage the day -to-day business 
of the LCD Divestment Businesses under the supervision of the Monitoring Trustee.  
IHSM : IHS Markit Ltd., incorporated under the laws of Bermuda  with its registered office at 
4th Floor, Ropemaker Place, 25 Ropemaker Stre et, London, England EC2Y 9LY.  
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
LCD Divestment Businesses, as listed in the Schedule, including the Hold Separate 
Manager.  
LCD Divestment Businesses : the businesses c omprising the LCD Business and the LL100 
Business as defined in Section B and in the Schedule, which S&P commits to divest.  
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by S&P, and who has/h ave the duty to monitor S&P ’s 
compliance with the conditions and obligations attached to the Decision.  
Parties : S&P and IHSM.  
Personnel:  all staff currently contributing to the LCD Divestment Businesses, including staff 
seconded to the LCD Divestment Businesses (if any) and a proportionate allocation of 
shared personnel. An indicative list is provided in Appendix 1 to the Schedule.  
Purchas er: one or more entities approved by the Commission as acquirer of the LCD 
Divestment Businesses (or, in the case of multiple purchasers, the LCD Business and, 
separately, the LL100 Business), in each case in accordance with the criteria set out in 
Section  D. 
Purchaser Criteria : the criteria laid down in paragraph 15 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Com mission.  
S&P: S&P Global Inc. incorporated under the laws of New York,  with its registered office at 
55 Water Street, New York, NY 10041.  
Schedule : the schedule to these Commitments describing more in detail the LCD 
Divestment Businesses.  
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Trustee Divestiture Period : the period of […] from the end of the First Divestiture Period.  
 
 
3 Section B.   The commitment to divest and the LCD Divestment Businesses  
 Commitment to divest  
1. In order to maintain effective competition, S&P commits to divest, or procure the divestiture 
of the LCD Divestment Businesses by the end of the Trustee Divestiture Period as a going 
concern to a purchaser and on terms of sale approved by the Commission in accordance 
with the procedure described in paragraph 16 of these Commitments. T o carry out the 
divestiture, S&P commits to find a purchaser and to ent er into a final binding sale and 
purchase agreement for the sale of the LCD Divestment Businesses within the First 
Divestiture Period. If S&P has not entered into such an agreement at the end of the First 
Divestiture Period, S&P shall grant the Divestiture  Trustee an exclusive mandate to sell the 
LCD Divestment Businesses in accordance with the procedure described in paragraph 28 in 
the Trustee Divesti ture Period.  
2. S&P shall be deemed to have complied with this commitment if:  
a) by the end of the Trustee Divestiture Period, S&P or the Divestiture Trustee has 
entered into a final binding sale and purchase agreement and the Commission 
approves the proposed purchaser and the terms of sale as being consistent with the 
Commitments in a ccordance with the procedure described in paragraph 16; and  
b) the Closing of the sale of the LCD Divestment Businesses to the Purchaser takes 
place within the Closing Period.  
3. In order to maintain the structural effect of the Commitments, S&P shall, for a period of 10 
years after Closing, not acquire, whether directly or indirectly, the possibility of exercising 
influence (as defined in paragraph 43 of  the Remedies Notice, footnote 3) over the whole or 
part of the LCD Divestment Businesses, unless, following the submission of a reasoned 
request from S&P showing good cause and accompanied by a report from the Monitoring 
Trustee (as provided in paragraph 42 of these Commitments), the Commission finds that the 
structure of the market has changed to such an extent that the absence of influence over the 
LCD Divestment Businesses is no longer necessary to render the proposed concentration 
compatible with the internal market.  
 Structure and definition of the LCD Divestment Businesses  
4. The LCD Divestment Businesses consist of the entirety of S&P ’s business in the supply of:  
a) Leveraged loan market intelligence, namely its Leveraged Commentary and Data 
business, including the European Leveraged Loan Index (“ELLI”), the Leveraged 
Loan Index (“LLI”) (the “LCD Business ”); and  
b) The Leveraged Loan 100 Index family (th e “LLI100 Business ”).  
(the LCD Business and the LLI100 Divestment Business together the “LCD Divestment 
Businesses ”).   
5. The legal and functional structure of the LCD Divestment Businesses as operated to date is 
described in the Schedule. The LCD Divestment Businesses, described in more detail in the 
Schedule, include all assets and staff that contribute to the current operation or are 
 
 
4 necessary to ensure the viability and competitiveness of the LCD Divestment Businesses, in 
particular:  
a) all tangibl e and intangible assets (including intellectual property rights);  
b) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the LCD Divestment Businesses;  
c) all contracts, leases, commitments and customer orders of t he LCD Divestment 
Businesses; all customer, credit and other records of the LCD Divestment 
Businesses; and  
d) the Personnel (including Key Personnel).  
6. In addition, the LCD Divestment Businesses include the benefit, for a transitional period of 
up to 24 months  after Closing and on terms and conditions equivalent to those at present 
afforded to the LCD Divestment Businesses, of all current arrangements under which S&P 
or its Affiliated Undertakings supply products or services to the LCD Divestment Businesses, 
as detailed in the Schedule, unless otherwise agreed with the Purchaser. Strict firewall 
procedures will be adopted so as to ensure that any competitively sensitive information 
related to, or arising from such supply arrangements (for example, product roadma ps) will 
not be shared with, or passed on to, anyone outside the LCD Divestment Businesses.  
 Section C.  Related commitments  
 Preservation of viability, marketability and competitiveness  
7. From the Effective Date until Closing, S&P shall preserve or procure t he preservation of the 
economic viability, marketability and competitiveness of the LCD Divestment Businesses, in 
accordance with good business practice, and shall minimise as far as possible any risk of 
loss of competitive potential of the LCD Divestment Businesses. In particular S&P 
undertakes:  
a) not to carry out any action that might have a significant adverse impact on the value, 
management or competitiveness of the LCD Divestment Businesses or that might 
alter the nature and scope of activity, or the ind ustrial or commercial strategy or the 
investment policy of the LCD Divestment Businesses;  
b) to make available, or procure to make available, sufficient resources for the 
development of the LCD Divestment Businesses, on the basis and continuation of 
the existing business plans;  
c) to take all reasonable steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice), to encourage 
all Key Personnel to remain with the LCD Divestment Businesses, and not to solicit 
or move any Personnel to S&P ’s remaining business. Where, nevertheless, 
individual members of the Key Personnel exceptionally leave the LCD Divestment 
Businesses, S&P shall provide a reasoned proposal to replace the person or 
persons con cerned to the Commission and the Monitoring Trustee. S&P must be 
able to demonstrate to the Commission that the replacement is well suited to carry 
out the functions exercised by those individual members of the Key Personnel. The 
 
 
5 replacement shall take pla ce under the supervision of the Monitoring Trustee, who 
shall report to the Commission.  
 Hold-separate obligations  
8. S&P commits, from the Effective Date until Closing, to procure that the LCD Divestment 
Businesses are kept separate from the businesses it wi ll be retaining and, after closing of 
the notified transaction, to keep the LCD Divestment Business separate from the business 
that S&P is retaining and to ensure that unless explicitly permitted under these 
Commitments: (i) management and staff of the bus inesses retained by S&P have no 
involvement in the LCD Divestment Businesses; (ii) the Key Personnel and Personnel of the 
LCD Divestment Businesses have no involvement in any business retained by S&P and do 
not report to any individual outside the LCD Dive stment Businesses.  
9. Until Closing, S&P shall assist the Monitoring Trustee in ensuring that the LCD Divestment 
Businesses are managed as a distinct and saleable entity separate from the businesses 
which S&P is retaining. Immediately after the adoption of th e Decision, S&P shall appoint a 
Hold Separate Manager. The Hold Separate Manager, who shall be part of the Key 
Personnel, shall manage the LCD Divestment Businesses independently and in the best 
interest of the business with a view to ensuring its continue d economic viability, marketability 
and competitiveness and its independence from the businesses retained by S&P. The Hold 
Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if 
applicable, the Divestiture Trustee. Any r eplacement of the Hold Separate Manager shall be 
subject to the procedure laid down in paragraph 7(c) of these Commitments. The 
Commission may, after having heard S&P, require S&P to replace the Hold Separate 
Manager.  
 Ring-fencing  
10. S&P shall implement, or procure to implement, all necessary measures to ensure that it 
does not, after the Effective Date, obtain any Confidential Information relating to the LCD 
Divestment Businesses and that any such Confidential Information obtained by S&P before 
the Effective  Date will be eliminated and not be used by S&P.  In particular, the participation 
of the LCD Divestment Businesses in any central information technology network shall be 
severed to the extent possible, without compromising the viability of the LCD Divestm ent 
Businesses. S&P may obtain or keep information relating to the LCD Divestment Businesses 
which is reasonably necessary for the divestiture of the LCD Divestment Businesses or the 
disclosure of which to  S&P is required by law.  
 Non-solicitation clause  
11. The Parties undertake, subject to customary limitations, not to solicit, and to procure that 
Affiliated Undertakings do not solicit, the Key Personnel transferred with the LCD Divestment 
Businesses for a period of 24 months  after Closing.  
 Due diligence  
12. In order to enable potential purchasers to carry out a reasonable due diligence of the LCD 
Divestment Businesses, S&P shall, subject to customary confidentiality assurances and 
dependent on the stage of the divestiture process:  
 
 
6 a) provide to potential purchasers  sufficient information as regards the LCD Divestment 
Businesses;  
b) provide to potential purchasers after the Effective Date, a version of the 
Commitments (including the Schedule and its Appendices) without undue delay and 
no later than at the signing of a n on-disclosure agreement by the potential 
purchaser, or at the opening of a data -room, whichever is earlier. Any redaction to 
the Commitments should be agreed in advance with the Commission; and  
c) provide to potential purchasers sufficient information relatin g to the Personnel and 
allow them reasonable access to the Personnel.  
 Reporting  
13. S&P shall submit written reports in English on potential purchasers of the LCD Divestment 
Businesses and developments in the negotiations with such potential purchasers to the  
Commission and the Monitoring Trustee no later than 10 days after the end of every month 
following the Effective Date (or otherwise at the Commission ’s request). S&P shall submit a 
list of all potential purchasers having expressed interest in acquiring th e LCD Divestment 
Businesses to the Commission at each and every stage of the divestiture process, as well 
as a copy of all the offers made by potential purchasers within five days of their receipt.  
14. S&P shall inform the Commission and the Monitoring Trustee  on the preparation of the data 
room documentation and the due diligence procedure and shall submit a copy of any 
information memorandum to the Commission and the Monitoring Trustee before sending the 
memorandum out to potential purchasers.  
Section D.  The purchaser  
15. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:  
a) The Purchaser shall be independent of and unconnected to S&P and its Affiliated 
Undertakings (this being assessed having regard to the situation followin g the 
divestiture).  
b) The Purchaser shall have the financial resources, proven expertise and incentive to 
maintain and develop the LCD Divestment Businesses as a viable and active 
competitive force in competition with the Parties and other competitors;  
c) The P urchaser shall have obtained the consent of the Loan Syndications and 
Trading Association (“LST A ”) for the assignment or transfer of the existing 
partnership agreement with the LCD Divestment Businesses;  
d) The acquisition of the LCD Divestment Businesses by  the Purchaser must neither 
be likely to create, in light of the information available to the Commission, prima 
facie  competition concerns nor give rise to a risk that the implementation of the 
Commitments will be delayed. In particular, the Purchaser must  reasonably be 
expected to obtain all necessary approvals from the relevant regulatory authorities 
for the acquisition of the LCD Divestment Businesses.  
 
 
7 e) The Purchaser shall have the relevant capabilities or access to the resources and 
infrastructure required for the calculation, administration and operation of an index 
business to operate successfully long -term.1 
16. The final binding sale and purchase agreement (as well as ancillary agreements) relating to 
the divestment of the LCD Divestment Businesses shall be conditional on the Commission ’s 
approval. When S&P has reached an agreement with a purchaser, it shall submit a fully 
documented and reasoned proposal, including a copy of the final agreement, within one 
week to the Commission and the Monitoring T rustee. S&P must be able to demonstrate to 
the Commission that the purchaser fulfils the Purchaser Criteria and that the LCD 
Divestment Businesses are being sold in a manner consistent with the Commission's 
Decision and the Commitments. For the approval, t he Commission shall verify that the 
purchaser fulfils the Purchaser Criteria and that the LCD Divestment Businesses are being 
sold in a manner consistent with the Commitments including their objective to bring about a 
lasting structural change in the marke t. The Commission may approve the sale of the LCD 
Divestment Businesses without one or more Assets or parts of the Personnel, or by 
substituting one or more Assets or parts of the Personnel with one or more different assets 
or different personnel, if this does not affect the viability and competitiveness of the LCD 
Divestment Businesses after the sale, taking account of the proposed purchaser.  
Section E.  Trustee  
 I. Appointment procedure  
17. S&P shall appoint a Monitoring Trustee to carry out the functions spec ified in these 
Commitments for a Monitoring Trustee. S&P commits not to close the Concentration before 
the appointment of a Monitoring Trustee.  
18. If S&P has not entered into a binding sale and purchase agreement regarding the LCD 
Divestment Businesses one mo nth before the end of the First Divestiture Period or if the 
Commission has rejected a purchaser proposed by S&P at that time or thereafter, S&P shall 
appoint a Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect 
upon the comm encement of the Trustee Divestiture Period.  
19. The Trustee shall:  
(i) at the time of appointment, be independent of S&P and its Affiliated Undertakings;  
(ii) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant e xperience as an investment banker or consultant or auditor; and  
(iii) neither have nor become exposed to a Conflict of Interest.  
20. The Trustee shall be remunerated by S&P in a way that does not impede the independent 
and effective fulfilment of its mandate. In particular, where the remuneration package of a 
Divestiture Trustee includes a success premium linked to the final sale value of the LCD 
                                                 
1  Any potential purchaser that would currently be considered a third country benchmark administrator under 
EU-BMR would n eed to show credible plans to acquire equivalence or prior recognition following the end 
of relevant transition periods currently applicable, i.e. 31.12.2023.  
 
 
8 Divestment Businesses, such success premium may only be earned if the divestiture takes 
place within the Trustee Div estiture Period.  
 Proposal by S&P  
21. No later than two weeks after the Effective Date, S&P shall submit the name or names of 
one or more natural or legal persons whom S&P proposes to appoint as the Monitoring 
Trustee to the Commission for approval. No later t han one month before the end of the First 
Divestiture Period or on request by the Commission, S&P shall submit a list of one or more 
persons whom S&P proposes to appoint as Divestiture Trustee to the Commission for 
approval. The proposal shall contain suff icient information for the Commission to verify that 
the person or persons proposed as Trustee fulfil the requirements set out in paragraph 19 
and shall include:  
a) the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these 
Commitments;  
b) the outline of a work plan which describes how the Trustee intends to carry 
out its  assigned tasks;  
c) an indication whether the proposed Trustee is to act as both Monitoring 
Trustee and Divestiture Trustee or whether different trustees are proposed 
for the two functions.  
Approval or rejection by the Commission  
22. The Commission shall have the  discretion to approve or reject the proposed Trustee(s) and 
to approve the proposed mandate subject to any modifications it deems necessary for the 
Trustee to fulfil its obligations. If only one name is approved, S&P shall appoint or cause to 
be appointed  the person or persons concerned as Trustee, in accordance with the mandate 
approved by the Commission. If more than one name is approved, S&P shall be free to 
choose the Trustee to be appointed from among the names approved. The Trustee shall be 
appointed  within one week of the Commission ’s approval, in accordance with the mandate 
approved by the Commission.  
New proposal by S&P  
23. If all the proposed Trustees are rejected, S&P shall submit the names of at least two more 
natural or legal persons within one wee k of being informed of the rejection, in accordance 
with paragraphs 17 and 22 of these Commitments.  
Trustee nominated by the Commission  
24. If all further proposed Trustees are rejected by the Commission, the Commission shall 
nominate a Trustee, whom S&P shall appoint, or cause to be appointed, in acc ordance with 
a trustee mandate approved by the Commission.  
 
 
9  II. Functions of the Trustee  
25. The Trustee shall assume its specified duties and obligations in order to ensure compliance 
with the Commitments. The Commission may, on its own initiative or at the request of the 
Trustee or S&P, give any orders or instructions to the Trustee in order to ensure compliance 
with the conditions and obligations attached to the Decision.  
Duties and obligations of the Monitoring Trustee  
26. The Monitoring Trustee shall:  
a) propose  in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision.  
b) oversee, in close co -operation with the Hold Separate Manager, the on -going 
management  of the LCD Divestment Businesses with a view to ensuring its 
continued economic viability, marketability and competitiveness and monitor 
compliance by S&P with the conditions and obligations attached to the Decision. T o 
that end the Monitoring Trustee sha ll: 
a) monitor the preservation of the economic viability, marketability and 
competitiveness of the LCD Divestment Businesses, and the keeping 
separate of the LCD Divestment Businesses from the business retained by 
the Parties, in accordance with paragraphs 7 and 8 of these Commitments;  
b) supervise the management of the LCD Divestment Businesses as a distinct 
and saleable entity, in accordance with paragraph 9 of these Commitments;  
c) with respect to Confidential Information:  
- determine all necessary measures to ensure that S&P does not after 
the Effective Date obtain any Confiden tial Information relating  to the 
LCD Divestment Businesses,  
- in particular strive for the severing of the LCD Divestment Businesses ’ 
participation in a central information technology network to the extent 
possible, without compromising the viability of the LCD Divestment 
Business es, 
- make sure that any Confidential Information relating to the LCD 
Divestment Businesses obtained by S&P before the Effective Date is 
eliminated and will not be used by S&P and  
- decide whether such information may be disclosed to or kept by S&P 
as the disclosure is reasonably necessary to allow S&P to carry out the 
divestiture or as the disclosure is required by law;  
d) monitor the splitting of assets and the allocation of Personnel between the 
LCD Divestment Businesses and S&P or Affiliated Undertakings;  
 
 
10 c) propose to S&P such measures as the Monitoring Trustee considers necessary to 
ensure S&P ’s compliance with the conditions and obligations attached to the 
Decision, in particular the maintenance of the full economic viability, marketability or 
competitivene ss of the LCD Divestment Businesses, the holding separate of the 
LCD Divestment Businesses and the non -disclosure of competitively sensitive 
information;  
d) review and assess potential purchasers as well as the progress of the divestiture 
process and verify t hat, dependent on the stage of the divestiture process:  
a) potential purchasers receive sufficient and correct information relating to the 
LCD Divestment Businesses and the Personnel in particular by reviewing, if 
available, the data room documentation, the i nformation memorandum and 
the due diligence process, and  
b) potential purchasers are granted reasonable access to the Personnel;  
e) act as a contact point for any requests by third parties, in particular potential 
purchasers, in relation to the Commitments;  
f) provide to the Commission, sending S&P a non -confidential copy at the same time, 
a written report within 15 days after the end of every month that shall cover the 
operation and management of the LCD Divestment Businesses as well as the 
splitting of assets and the allocation of Personnel so that the Commission can 
assess whether the business is held in a manner consistent with the Commitments 
and the progress of the divestiture process as well as potential purchasers;  
g) promptly report in writing to the Commis sion, sending S&P a non -confidential copy 
at the same time, if it concludes on reasonable grounds that S&P is failing to comply 
with these Commitments;  
h) within one week after receipt of the documented proposal referred to in paragraph 
16 of these Commitments, submit to the Commission, sending S&P a non -
confidential copy at the same time, a reasoned opinion as to the suitability and 
independence of the p roposed purchaser and the viability of the LCD Divestment 
Businesses after the Sale and as to whether the LCD Divestment Businesses is sold 
in a manner consistent with the conditions and obligations attached to the Decision, 
in particular, if relevant, whe ther the Sale of the LCD Divestment Businesses without 
one or more Assets or not all of the Personnel affects the viability of the LCD 
Divestment Businesses after the sale, taking account of the proposed purchaser;  
i) assume the other functions assigned to th e Monitoring Trustee under the conditions 
and obligations attached to the Decision.  
27. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each ot her 
during and for the purpose of the preparation of the Trustee Divestiture Period in order to 
facilitate each other's tasks.  
 
 
11 Duties and obligations of the Divestiture Trustee  
28. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price 
the LCD Divestment Businesses to a purchaser, provided that the Commission has 
approved both the purchaser and the final binding sale and purchase agreement (and 
ancillary agreements) as in line with the Commission's Decision and the Commitments in 
accordance with paragraphs 15 and 16 of these Commitments. The Divestiture Trustee shall 
include in the sale and purchase agreement (as well as in any ancillary agreements) such 
terms and conditions as it consid ers appropriate for an expedient sale in the Trustee 
Divestiture Period. In particular, the Divestiture Trustee may include in the sale and 
purchase agreement such customary representations and warranties and indemnities as are 
reasonably required to effec t the sale. The Divestiture Trustee shall protect the legitimate 
financial interests of S&P, subject to S&P ’s unconditional obligation to divest at no minimum 
price in the Trustee Divestiture Period.  
29. In the Trustee Divestiture Period (or otherwise at the C ommission ’s request), the Divestiture 
Trustee shall provide the Commission with a comprehensive monthly report written in 
English on the progress of the divestiture process. Such reports shall be submitted within 15 
days after the end of every month with a  simultaneous copy to the Monitoring Trustee and a 
non-confidential copy to S&P.  
 III. Duties and obligations of the Parties  
30. S&P shall provide and shall cause its advisors to provide the Trustee with all such co -
operation, assistance and information as the  Trustee may reasonably require to perform its 
tasks. The Trustee shall have full and complete access to any of S&P ’s or the LCD 
Divestment Businesses ’ books, records, documents, management or other personnel, 
facilities, sites and technical information ne cessary for fulfilling its duties under the 
Commitments and S&P and the LCD Divestment Businesses shall provide the Trustee upon 
request with copies of any document. S&P and the LCD Divestment Businesses shall make 
available to the Trustee one or more offi ces on their premises and shall be available for 
meetings in order to provide the Trustee with all information necessary for the performance 
of its tasks.  
31. S&P shall provide the Monitoring Trustee with all managerial and administrative support that 
it may r easonably request on behalf of the management of the LCD Divestment Businesses. 
This shall include all administrative support functions relating to the LCD Divestment 
Businesses which are currently carried out at headquarters level. S&P shall provide and 
shall cause its advisors to provide the Monitoring Trustee, on request, with the information 
submitted to potential purchasers, in particular give the Monitoring Trustee access to the 
data room documentation and all other information granted to potential pu rchasers in the 
due diligence procedure. S&P shall inform the Monitoring Trustee on possible purchasers, 
submit lists of potential purchasers at each stage of the selection process, including the 
offers made by potential purchasers at those stages, and kee p the Monitoring Trustee 
informed of all developments in the divestiture process.  
32. S&P shall grant or procure Affiliated Undertakings to grant comprehensive powers of 
attorney, duly executed, to the Divestiture Trustee to effect the sale (including ancillar y 
agreements), the Closing and all actions and declarations which the Divestiture Trustee 
considers necessary or appropriate to achieve the sale and the Closing, including the 
appointment of advisors to assist with the sale process. Upon request of the Div estiture 
 
 
12 Trustee, S&P shall cause the documents required for effecting the sale and the Closing to be 
duly executed.  
33. S&P shall indemnify the Trustee and its employees and agents (each an “Indemnified 
Party ”) and hold each Indemnified Party harmless against , and hereby agrees that an 
Indemnified Party shall have no liability to S&P for, any liabilities arising out of the 
performance of the Trustee ’s duties under the Commitments, except to the extent that such 
liabilities result from the wilful default, reckl essness, gross negligence or bad faith of the 
Trustee, its employees, agents or advisors.  
34. At the expense of S&P, the Trustee may appoint advisors (in particular for corporate finance 
or legal advice), subject to S&P ’s approval (this approval not to be unre asonably withheld or 
delayed) if the Trustee considers the appointment of such advisors necessary or appropriate 
for the performance of its duties and obligations under the Mandate, provided that any fees 
and other expenses incurred by the Trustee are reas onable. Should S&P refuse to approve 
the advisors proposed by the Trustee the Commission may approve the appointment of such 
advisors instead, after having heard S&P. Only the Trustee shall be entitled to issue 
instructions to the advisors. Paragraph 33 of these Commitments shall apply mutatis 
mutandis. In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who 
served S&P during the  Divestiture Period if the Divestiture Trustee considers this in the best 
interest of an expedient sale.  
35. S&P agrees that the Commission may share Confidential Information proprietary to S&P 
with the Trustee. The Trustee shall not disclose such information and the principles 
contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis.  
36. S&P agrees that the contact details of the Monitoring Trustee are published on the website 
of the Commission's Directorate -General for Competition and t hey shall inform interested 
third parties, in particular any potential purchasers, of the identity and the tasks of the 
Monitoring Trustee.  
37. For a period of 10 years from the Effective Date the Commission may request all information 
from the Parties that is  reasonably necessary to monitor the effective implementation of 
these Commitments.  
 IV. Replacement, discharge and reappointment of the Trustee  
38. If the Trustee ceases to perform its functions under the Commitments or for any other good 
cause, including the  exposure of the Trustee to a Conflict of Interest:  
(a) the Commission may, after hearing the Trustee and S&P, require S&P to replace the 
Trustee; or  
(b) S&P may, with the prior approval of the Commission, replace the Trustee.  
39. If the Trustee is removed acc ording to paragraph 38 of these Commitments, the Trustee 
may be required to continue in its function until a new Trustee is in place to whom the 
Trustee has effected a full hand over of all relevant information. The new Trustee shall be 
appointed in accordance with the procedur e referred to in paragraphs 17-24 of these  
Commitments.  
 
 
13 40. Unless removed according to paragraph 38 of these Commitments, the Trustee shall cease 
to act as Trustee only after the Commission has discharged it from its duties after all the 
Commitments with which the Trustee has been entrusted have been implemented. However, 
the Commission may at any time require the reappointment of the Monitoring Trustee if it 
subsequently appears that the relevan t remedies might not have been fully and properly 
implemented.  
Section F.  The review clause  
41. The Commission may extend the time periods foreseen in the Commitments in response to 
a request from S&P or, in appropriate cases, on its own initiative. Where S&P requests an 
extension of a time period, it shall submit a reasoned request to the Commission no later 
than one month before the expiry of that period, showing good cause. This request shall be 
accompanied by a report from the Monitoring Trustee, who shall,  at the same time send a 
non-confidential copy of the report to S&P. Only in exceptional circumstances shall S&P be 
entitled to request an extension within the last month of any period.  
42. The Commission may further, in response to a reasoned request from S&P  showing good 
cause waive, modify or substitute, in exceptional circumstances, one or more of the 
undertakings in these Commitments. This request shall be accompanied by a report from the 
Monitoring Trustee, who shall, at the same time send a non -confident ial copy of the report to 
S&P. The request shall not have the effect of suspending the application of the undertaking 
and, in particular, of suspending the expiry of any time period in which the undertaking has 
to be complied with.  
Section G.  Entry into fo rce 
43. The Commitments shall take effect upon the date of adoption of the Decision.  
[signed ] 
……………………………………  
duly authorised for and on behalf of  
S&P 
 
 
14 SCHEDULE  
1. The LCD Divestment Businesses comprises S&P ’s entire businesses in the supply of 
leveraged loan market intelligence and leveraged loan indices, namely:  
a) its Leveraged Commentary and Data business, including the European Leveraged 
Loan Index (“ELLI ”), the Leveraged Loan Index (“LLI”) (the “LCD Business ”); and  
b) the Leveraged Loan 100 Index family (the “LL100 Business ”)  
Including in each case all required personnel, assets (including intellectual property 
rights) and support functions.  
The LCD Business is currently a part of S&P Global Market Intelligence (“SPGMI ”).  The 
LLI100 Business is currently owned and operated by S&P Dow Jones Indices (“SPDJI ”).  
2. In accordance with paragraph 5 of these Commitments, the LCD Divestment Businesses 
include, b ut are not limited to:  
a) An assignment or transfer of the existing partnership agreement between the LCD 
Divestment Businesses and the Loan Syndications and Trading Association 
(“LSTA ”) as regards  the LLI and LLI100 on terms and conditions equivalent in all 
material respects to those at present afforded to the LCD Divestment Businesses.  
b) An assignment or transfer of all supplier and customer agreements and relationships 
(or, in the case of shared contracts, the portion of such contracts which relates to the 
LCD Divestment  Businesses in the manner outlined in paragraph 2 c)) which 
contribute to the current operation or are necessary to ensure the viability and 
competitiveness of the LCD Divestment Businesses , including in particular: 2 
a. [Commercial information] ; 
b. [Commercial information] ; 
c. [Commercial information] ; 
d. [Commercial information] ;  
e. [Commercial information] ; 
f. [Commercial information] ; 
g. [Commercial information] ; 
h. [Commercial information] . 
                                                 
2 For those contracts subject to change of control provisions or requiring  consent before assignm ent, S&P  will 
use best efforts to obtain the consent of the relevant contracting pa rties to ensure the Purchaser receives the 
benefit of all rights and obligations under those contracts  on terms and conditions equivalent  in all material 
respects  to those a t present affor ded to the LCD Divestment Businesses.  
 
 
15 c) In respect of any contracts used by the LCD Divestment Businesses  which are 
shared with the wider S&P group, the portion of those contracts which relates to the 
LCD Divestment Businesses on terms and conditions equivalent to those at present 
afforded to the LCD Divestment Businesses .3  If a shared c ontract cannot be 
partially assigned by its terms or otherwise, or cannot be amended, without 
approvals and such approvals cannot be obtained within a period agreed to between 
S&P and the Purchaser, S&P will cooperate with the Purchaser to establish an 
agency type or other similar arrangement to provide the Purchaser the claims, rights 
and benefits of those parts that relate to the LCD Divestment Businesses on terms 
and conditions equivalent in all material respects to those at present afforded to the 
LCD D ivestment Businesses ; 
d) Customer and other records of the LCD Divestment Businesses, recognising that 
the Parties may retain a copy of such records to the extent that these relate to 
suppliers or customers not transferred to the LCD Divestment Businesses or are 
required for legal compliance purposes.  Copies of records of the LCD Divestment 
Businesses that are retained by the Parties for legal compliance purposes will be 
ring-fenced;  
e) In line with applicable employment laws, contractual provisions and other re levant 
legislation, the Key Personnel (as outlined in Appendix 1), all Personnel of the LCD 
Divestment Businesses as outlined in Appendix 1 (which includes a proportionate 
allocation of shared personnel) as well as, at the option of the Purchaser, addition al 
Personnel reasonably required;  
f) Transfer of all intellectual property relating to LCD and the LL100, including licences, 
trademarks , brands, copyright and other know -how, to the extent that it is currently 
used exclusively or primarily by the LCD Divest ment Businesses, including the 
methodologies used to calculate the LL100 (any other intellectual property that is not 
exclusively or primarily used by the LCD Divestment Businesses, but is still 
necessary for their operation, shall be provided under perpet ual, sub -licensable, 
royalty -free licence);  
g) T echnology ( e.g., data, databases and software, including the standalone LCD 
platform and website LCDcomps.com) that is used in or necessary for the operation 
of the LCD Divestment Businesses  as of closing, throu gh one of the following 
mechanism, at the option of the Purchaser:  
a. Migrating the technology to the Purchaser;  
i. Creating a logically separated, standalone and mirrored version of the 
technology and migrating it to the Purchaser; or  
                                                 
3 For those contracts subject to change of control provisions or requiring  consent before assignment, S&P  will 
use best efforts to obtain the consent of the relevant contracting pa rties to ensure the Pur chaser receives 
the benefit of all rights and obligations under those contracts  on terms and conditions equivalent  in all 
material respects  to those at present affor ded to the LCD Divestment Businesses.  
 
 
16 j. Where either sub -paragraph  (a) or (b) above is not possible, or otherwise at 
the option of the Purchaser, S&P shall offer to enter into a transitional 
arrangement as outlined at paragraph 2(k).  
h) All licences, permits and authorisations necessary for lawful conduct or the viability 
and competitiveness of the LCD Divestment Businesses and use of the transferred 
assets  as presently conducted (to the extent transferrable);  
i) All electronic books, records and files that are related to the LCD Divestment 
Businesses.  T o the extent any parts of such electronic books, records and files are 
not related to the LCD Divestment Businesses, they may be redacted;  
j) Claims, defences, rights of offset or counterclaim to the extent primarily related to 
the LCD Divestment Businesses;  
k) At the option of the Purchaser, the benefit of all transitional service arrangements 
which are necessary to ensure the viability and competitiveness of the LCD 
Divestment Businesses for a transitional period of up to 24 months after divestiture, 
including but not limited to IT , HR and finance/payroll services, arrangements to 
ensure that the purchaser obtains the benefit of (i) any retained platform capabilities 
or other infrastructure on which LCD is currently supplied to customers, (ii) index 
calculation and administration se rvices, and (iii) index governance services; and  
l) Any other tangible and intangible assets that are primarily related to the LCD 
Divestment Businesses which contribute to the current operation or which are 
necessary to ensure the viability and competitivene ss of the LCD Divestment 
Businesses, including in particular historical data of the LCD Divestment 
Businesses.   
3. The LCD Divestment Businesses shall not include:  
a) Books and records required to be retained pursuant to any law provided that the 
Purchaser shal l on request receive a copy of the same.  Books and records of the 
LCD Divestment Businesses that are retained by S&P for legal compliance purposes 
will be ring -fenced; and  
b) Any other asset or contract that is used primarily in respect of S&P ’s retained 
businesses and which is not necessary for the viability and competitiveness of the 
LCD Divestment Businesses (although the portion of any asset or contract that is 
used by the LCD Divestment Businesses will be included in the LCD Divestment 
Businesses where t his is possible).  
4. If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule 
but which is necessary for the continued viability and competitiveness of the LCD 
Divestment Businesses, that asset or adequate substitute will be offered to potential 
purchasers.  
 
 

 
 Case M.10108 – S&P Global Inc. / IHS Markit Ltd.  
COMMITMENTS TO THE EUROPEAN COMMISSION   
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation ”), S&P 
Global Inc. (“S&P”) (the “Notifying Party ”) hereby enters into the following Commitments (the 
“Commitments ”) vis-à-vis the European Commission (the “Commission ”) with a view to rendering 
the acquisition by S&P of sole control over IHS Markit (“IHSM ”) (the “Concentration ”) compatible 
with the internal market and the functioning of the EEA Agreement.  
This text shall be inter preted in light of the Commission ’s decision pursuant to Article 6(1)(b) of the 
Merger Regulation to declare the Concentration compatible with the internal market and the 
functioning of the EEA Agreement (the “Decision ”), in the general framework of Europe an Union 
law, in particular in light of the Merger Regulation, and by reference to the Commission Notice on 
remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission 
Regulation (EC) No 802/2004 (the “Remedies Notice ”). 
Section A.  Definitions  
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
Affiliated Undertakings : undertakings controlled by S&P and/or by the ultimate parents of 
S&P, whereby the notion of control shall be interpreted pursuant to Article 3 of the Merger 
Regulation and in light of the Commission Consolidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the 
"Consolidated Jurisdictional Notice "). 
CUSIP Divest ment Business : the business as defined in Section B and in the Schedule.  
Assets : the assets that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the CUSIP Divestment Business as indicated in Section B, 
paragraph 6 a), b) and c) and described more in detail in the Schedule.  
Closing : the transfer of the legal title to the CUSIP Divestment Business to the Purchaser.  
Closing Period : the period of […] from the approval of  the Purchaser and the terms of sale 
by the Commission.  
Confidential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary nature that is not in the public domain.  
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by S&P and who has/have received from S&P the exclusive 
Trustee Mandate to sell the CUSIP Divestment Business to a Purchaser at no minimum 
price.  
Effective Date : the date of adoption of the Decision.  
 
 
2 First Divestiture Period : the period of […] from the Effective Date.  
Hold Separate Manager : the person appointed by S&P for the CUSIP Divestment Business 
to manage the day -to-day business under the supervision of the Monitoring Trustee.  
IHSM : IHS Markit Ltd., incorporated under the laws of Bermuda  with its registered office at 
4th Floor, Ropemaker Place, 25 Ropemaker Street, London, England EC2Y 9LY.  
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
CUSIP Divestment Business, as listed in the Schedule, including the Hold Separate 
Manager.  
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by S&P, and who has/have the duty to monitor S&P ’s 
compliance with the conditions and obligations attached to the Decision.  
Parties : S&P and IHS M. 
Personnel:  all staff currently employed by the CUSIP Divestment Business, including staff 
seconded to the CUSIP Divestment Business, and a proportionate allocation of shared 
personnel. An indicative list is provided in Appendix 1 to the Schedule.  
Purcha ser: the entity approved by the Commission as acquirer of the CUSIP Divestment 
Business in accordance with the criteria set out in Section D.  
Purchaser Criteria : the criteria laid down in paragraph 16 of these  Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
S&P: S&P Global Inc. incorporated under the laws of New York,  with its registered office at 
55 Water Street, New York, NY 10041.  
Schedule : the schedule to these Commitments describing more in detail the CUSIP 
Divestment Business.  
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Trustee Divestiture Period : the period of […] from the end of the First Divestiture Period.  
 
Section B.   The commitment to divest the CUSIP Divestment Business  
 Commitment to divest  
2. In order to maintain effective competition, S&P commits to divest, or procure the divestiture 
of the CUSIP Divestment Business by the end of the Trustee Divestiture Period as a going 
concern to a purchaser and on terms of sale and/or other contractual arra ngements 
approved by the Commission in accordance with the procedure described in paragraph 17 
of these Commitments. T o carry out the divestiture, S&P commits to find a purchaser and to 
enter into a final binding sale and purchase agreement and/or other contractual 
arrangements  to effec t the divestment of the CUSIP Divestment Business within the First 
 
 
3 Divestiture Period. If S&P has not entered into such an agreement and/or other contractual 
arrangements at the end of the First Divestiture Period, S&P shall grant the Divestiture 
Trustee a n exclusive mandate to sell the CUSIP Divestment Business in accordance with 
the procedure described in paragraph 29 in the Trustee Divestiture Perio d. 
3. The proposed concentration shall not be implemented before S&P or the Divestiture Trustee 
has entered into a final binding sale and purchase agreement  for the sale of the CUSIP 
Divestment Business and the Commission has approved the purchaser and the te rms of 
sale in accordance with paragraph 17.  
4. S&P shall be deemed to have complied with this commitment if:  
a) by the end of the Trustee Divestiture Period:  
a) S&P or the Divestiture Trustee has entered into a final binding sale and 
purchase agreement and entered  into arrangements to transfer the rights to 
issue, disseminate and be compensated for CUSIP identifiers from S&P to 
the Purchaser, enacted by way of a transfer of S&P ’s existing agreement 
with the ABA on equivalent terms and conditions to those effective before 
the entry into force of the Amendment no.3 (dated 27 September 2021) (the 
“Transfer ”); and 
b) the Commission approves the proposed purchaser and the terms of sale 
and/or other contractual arrangements for the Transfer as being consistent 
with the Commitments in accordance with the procedure described in 
paragraph 17; and  
b) the Closing of the sale of the CUSIP Divestment Business to the Purchaser and the 
Transfer takes place within the Closing Period.  
5. In order to maintain the structural effect of the Commitments, S&P shall, for a period of 10 
years after Closing, not acquire, whether directly or indirectly, the possibility of exercising 
influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over the whole or 
part of the CUSIP Divestm ent Business, unless, following the submission of a reasoned 
request from S&P showing good cause and accompanied by a report from the Monitoring 
Trustee (as provided in paragraph 43 of these Commitments), the Commission finds that the 
structure of the mark et has changed to such an extent that the absence of influence over the 
CUSIP Divestment Business is no longer necessary to render the proposed concentration 
compatible with the internal market.  
 Structure and definition of the CUSIP Divestment Business  
6. The CUSIP Divestment Business consists of the entirety of S&P ’s business known as 
CUSIP Global Services, which includes  operating the CUSIP issuance and data licensing 
business on behalf of the ABA. The legal and functional structure of the CUSIP Divestment  
Business as operated to date is described in the Schedule. The CUSIP Divestment 
Business, described in more detail in the Schedule, includes all assets and staff that 
contribute to the current operation or are necessary to ensure the viability and 
competi tiveness of the CUSIP Divestment Business, in particular:  
a) all tangible and intangible assets (including the benefit of intellectual property rights);  
 
 
4 b) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the CUSIP Divestment Business;  
c) all contracts, leases, commitments and customer orders of the CUSIP Divestment 
Business;  
d) all customer, credit and other records of the CUSIP Divestment Business; and  
e) the Key Personnel.  
7. In addition, the CUSIP Divestment Business includes the benefit, for a transitional period of 
up to 12 months after Closing  and on terms and conditions equivalent to those at present 
afforded to  the CUSIP Divestment Business, of all current arrangements under which S&P 
or its Affiliated Undertaking s supply products or services to the CUSIP Divestment Business, 
as detailed in the Schedule, unless otherwise agreed with the Purchaser. Strict firewall 
procedures will be adopted so as to ensure that any competitively sensitive information 
related to, or arising from such supply arrangements (for example, product roadmaps) will 
not be shared with, or passed on to, anyone outside the CUSIP Divestment Business.  
 Section C.  Related commitments  
 Preservation of viability, marketability and competitiveness  
8. From  the Effective Date until Closing, S&P shall preserve or procure the preservation of the 
economic viability, marketability and competitiveness of the CUSIP Divestment Business, in 
accordance with good business practice, and shall minimise as far as possibl e any risk of 
loss of competitive potential of the CUSIP Divestment Business. In particular S&P 
undertakes:  
a) not to carry out any action that might have a significant adverse impact on the value, 
management or competitiveness of the CUSIP Divestment Busines s or that might 
alter the nature and scope of activity, or the industrial or commercial strategy or the 
investment policy of the CUSIP Divestment Business;  
b) to make available, or procure to make available, sufficient resources for the 
development of the CUSIP Divestment Business, on the basis and continuation of 
the existing business plans;  
c) to take all reasonable steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice), to encourage 
all Key Personnel to remain with the CUSIP Divestment Business, and not to solicit  
or move any Personnel to S&P ’s remaining business.  Where, nevertheless, 
individual members of the Key Personnel exceptionally leave the CUSIP Divestment 
Business, S&P shall provide a reasoned proposal to replace the person or persons 
concerned to the Commission and the Monitoring Trustee. S&P must be able  to 
demonstrate to the Commission that the replacement is well suited to carry out the 
functions exercised by those individual members of the Key Personnel. The 
replacement shall take place under the supervision of the Monitoring Trustee, who 
shall report to the Commission.  
 
 
5 d) to assist the ABA in providing to the Accredited Standards Committee X9 (ASC X9) 
any notice that is required under the Memorandum of Understanding between ABA 
and ASC X9 and any other actions required to maintain the status quo in terms of 
CUSIPs ’ accreditation by ASC X9.  
 Hold-separate obligations  
9. S&P commits, from the Effective Date until Closing, to procure that the CUSIP Divestment 
Business is kept separate from the businesses it will be retaining and, after closing of the 
notified tr ansaction, to keep the CUSIP Divestment Business separate from the business 
that S&P is retaining and to ensure that unless explicitly permitted under these 
Commitments:  (i) management and staff of the businesses retained by S&P have no 
involvement in the CUSIP Divestment Business; (ii) the Key Personnel and Personnel of the 
CUSIP Divestment Business have no involvement in any business retained by S&P and do 
not report to any individual outside the CUSIP Divestment Business.  
10. Until Closing, S&P shall assist the Monitoring Trustee in ensuring that the CUSIP Divestment 
Business is managed as a distinct and saleable entity separate from the businesses which 
S&P is retaining. Immediately after the adoption of the Decision, S&P shall appoint a Hold 
Separate Manage r. The Hold Separate Manager, who shall be part of the Key Personnel, 
shall manage the CUSIP Divestment Business independently and in the best interest of the 
business with a view to ensuring its continued economic viability, marketability and 
competitiven ess and its independence from the businesses retained by S&P. The Hold 
Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if 
applicable, the Divestiture Trustee. Any replacement of the Hold Separate Manager shall be 
subject to the procedure laid down in paragraph (1)(a)c)  of these Commitments. The 
Commission may, after having heard S&P, require S&P to replace the Hol d Separate 
Manager.  
 Ring-fencing  
11. S&P shall implement, or procure to implement, all necessary measures to ensure that it 
does not, after the Effective Date, obtain any Confidential Information relating to the CUSIP 
Divestment Business and that any such Confidential Information obtained by S&P before the 
Effective Date will be eliminated and not be used by S&P. This includes measures vis -à-vis 
S&P’s appointees on the supervisory board and/or board of directors of the CUSIP 
Divestment Business. In particul ar, the participation of the CUSIP Divestment Business in 
any central information technology network shall be severed to the extent possible, without 
compromising the viability of the CUSIP Divestment Business. S&P may obtain or keep 
information relating t o the CUSIP Divestment Business which is reasonably necessary for 
the divestiture of the CUSIP Divestment Business or the disclosure of which to  S&P is 
required by law.  
 Non-solicitation clause  
12. The Parties undertake, subject to customary limitations, not t o solicit, and to procure that 
Affiliated Undertakings do not solicit, the Key Personnel transferred with the CUSIP 
Divestment Business for a period of 12 months  after Closing.  
 
 
6  Due diligence  
13. In order to enable potential purchasers to carry out a reasonabl e due diligence of the CUSIP 
Divestment Business, S&P shall, subject to customary confidentiality assurances and 
dependent on the stage of the divestiture process:  
a) provide to potential purchasers sufficient information as regards the CUSIP 
Divestment Business;  
b) provide to potential purchasers after the Effective Date, a version of the 
Commitments (including the Schedule and its Annexes) without undue delay and no 
later than at the signing of a Non -Disclosure Agreement by the potential purchaser, 
or at t he opening of a data -room, whichever is earlier. Any redaction to the 
Commitments should be agreed in advance with the Commission. The data -room 
should contain the arrangements between S&P and the ABA; and  
c) provide to potential purchasers sufficient informa tion relating to the Personnel and 
allow them reasonable access to the Personnel.  
 Reporting  
14. S&P shall submit written reports in English on potential purchasers of the CUSIP Divestment 
Business and developments in the negotiations with such potential purch asers to the 
Commission and the Monitoring Trustee no later than 10 days after the end of every month 
following the Effective Date (or otherwise at the Commission ’s request). S&P shall submit a 
list of all potential purchasers having expressed interest in acquiring the CUSIP Divestment 
Business to the Commission at each and every stage of the divestiture process, as well as a 
copy of all the offers made by potential purchasers within five days of their receipt.  
15. S&P shall inform the Commission and the Monito ring Trustee on the preparation of the data 
room documentation and the due diligence procedure and shall submit a copy of any 
information memorandum to the Commission and the Monitoring Trustee before sending the 
memorandum out to potential purchasers.  
Section D.  The Purchaser  
16. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:  
a) The Purchaser shall be independent of and unconnected to the S&P and its 
Affiliated Undertakings (this being assessed having regard to the si tuation following 
the divestiture).  
b) The Purchaser shall have the financial resources, proven expertise and incentive to 
maintain and develop the CUSIP Divestment Business as a viable and active 
competitive force in competition with the Parties and other competitors. In particular, 
the Purchaser shall have a proven track record in the financial data space;  
c) The acquisition of the CUSIP Divestment Business by the Purchaser must neither 
be likely to create, in light of the information available to the Commiss ion, prima 
facie  competition concerns nor give rise to a risk that the implementation of the 
Commitments will be delayed. In particular, the Purchaser must reasonably be 
 
 
7 expected to obtain all necessary approvals from the relevant regulatory authorities 
for the acquisition of the CUSIP Divestment Business.  
d) ABA should have consented to the transfer to the Purchaser of its agreement  with 
S&P on equivalent terms and conditions to those effective before the entry into force 
of the Amendment no.3 (dated 27 Sept ember 2021) ;  
e) The LST A shall have consented to the transfer or assignment of the existing 
agreement between itself and CGS to the Purchaser.  
17. The final binding sale and purchase agreement (as well as ancillary agreements) relating to 
the divestment of the CUSIP Divestment Business and the contractual arrangements 
relating to the Transfer shall be conditional on the Commission ’s approval. When S&P has 
reached an agreement with a purchaser, it shall submit a fully documented and reasoned 
proposal, including a  copy of the final agreement(s), within one week to the Commission and 
the Monitoring Trustee. S&P must be able to demonstrate to the Commission that the 
purchaser fulfils the Purchaser Criteria and that the CUSIP Divestment Business is being 
sold in a man ner consistent with the Commission's Decision and the Commitments. For the 
approval, the Commission shall verify that the purchaser fulfils the Purchaser Criteria and 
that the CUSIP Divestment Business is being sold in a manner consistent with the 
Commitme nts including their objective to bring about a lasting structural change in the 
market. The Commission may approve the sale of the CUSIP Divestment Business without 
one or more Assets or parts of the Personnel, or by substituting one or more Assets or part s 
of the Personnel with one or more different assets or different personnel, if this does not 
affect the viability and competitiveness of the CUSIP Divestment Business after the sale, 
taking account of the proposed purchaser.  
Section E.  Trustee  
 I. Appointment procedure  
18. S&P shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitoring Trustee. S&P commits not to close the Concentration before 
the appointment of a Monitoring Trustee.  
19. If S&P has not entered into a binding sale and purchase agreement regarding the 
Divestment Business one month before the end of the First Divestiture Period or if the 
Commission has rejected a purchaser proposed by S&P at that time or thereafter, S&P shall 
appoint a Dive stiture Trustee. The appointment of the Divestiture Trustee shall take effect 
upon the commencement of the Trustee Divestiture Period.  
20. The Trustee shall:  
(i) at the time of appointment, be independent of S&P and its Affiliated Undertakings;  
(ii) possess th e necessary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment banker or consultant or auditor; and  
(iii)   neither have nor become exposed to a Conflict of Interest.  
 
 
8 21. The Trustee shall be remunerated b y the Notifying Parties in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the remuneration 
package of a Divestiture Trustee includes a success premium linked to the final sale value of 
the CUSIP Div estment Business, such success premium may only be earned if the 
divestiture takes place within the Trustee Divestiture Period.  
 Proposal by S&P  
22. No later than two weeks after the Effective Date, S&P shall submit the name or names of 
one or more natural or legal persons whom S&P proposes to appoint as the Monitoring 
Trustee to the Commission for approval. No later than one month before the end of the First 
Divestiture Period or on request by the Commission, S&P shall submit a list of one or more 
persons whom  S&P proposes to appoint as Divestiture Trustee to the Commission for 
approval. The proposal shall contain sufficient information for the Commission to verify that 
the person or persons proposed as Trustee fulfil the requirements set out in paragraph 
(1)(a)i)20  and shall include:  
a) the full terms of the proposed mandate, which shall include all provisions necessary 
to enable the Trustee to fulfil its duties under these Commitments;  
b) the outline of a work plan which describes how the Trustee intends to carry out its 
assigned tasks;  
c) an indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different  trustees are proposed for the two functions.  
Approval or rejection by the Commission  
23. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and 
to approve the proposed mandate subject to any modifications it deems necessary for the 
Trustee to fulfil its obligations. If only one name is approved, S&P shall appoint or cause to 
be appointed the person or persons concerned as Trustee, in accordance with the mandate 
approved by the Commission. If more than one name is approved, S& P shall be free to 
choose the Trustee to be appointed from among the names approved. The Trustee shall be 
appointed within one week of the Commission ’s approval, in accordance with the mandate 
approved by the Commission.  
New proposal by S&P  
24. If all the prop osed Trustees are rejected, S&P shall submit the names of at least two more 
natural or legal persons within one week of being informed of the rejection, in accordance 
with paragraphs (1)(a)i)18  and (1)(a)i)23  of these Commitments.  
Trustee nominated by the Commission  
25. If all further proposed Trustees  are rejected by the Commission, the Commission shall 
nominate a Trustee, whom S&P shall appoint, or cause to be appointed, in accordance with 
a trustee mandate approved by the Commission.  
 
 
9  II. Functions of the Trustee  
26. The Trustee shall assume its specified duties and obligations in order to ensure compliance 
with the Commitments. The Commission may, on its own initiative or at the request of the 
Trustee or S&P, give any orders or instructions to the Trustee in order to ensure compliance 
with the co nditions and obligations attached to the Decision.  
Duties and obligations of the Monitoring Trustee  
27. The Monitoring Trustee shall:  
a) propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision.  
b) oversee, in close co -operation with the Hold Separate Manager, the on -going 
management of the CUSIP Divestment Business with a view to ensuring its 
continued economic viability, marketability and competi tiveness and monitor 
compliance by S&P with the conditions and obligations attached to the Decision. T o 
that end the Monitoring Trustee shall:  
a) monitor the preservation of the economic viability, marketability and 
competitiveness of the CUSIP Divestment Bus iness, and the keeping 
separate of the CUSIP Divestment Business from the business retained by 
the Parties, in accordance with paragraphs (1)(a)i)8  and (1)(a)i)9  of these 
Commitments;  
b) supervise the management of the CUSIP Divestment Business as a distinct 
and saleable entity, in accordance with paragraph (1)(a)i)10  of these 
Commitm ents;  
c) with respect to Confidential Information:  
- determine all necessary measures to ensure that S&P does not after 
the Effective Date obtain any Confiden tial Information relating to the 
CUSIP Divestment Business,  
- in particular strive for the severing o f the CUSIP Divestment Business ’ 
participation in a central information technology network to the extent 
possible, without compromising the viability of the CUSIP Divestment 
Business,  
- make sure that any Confidential Information relating to the CUSIP 
Divestment Business obtained by S&P before the Effective Date is 
eliminated and will not be used by S&P and  
- decide whether such information may be disclosed to or kept by S&P 
as the disclosure is reasonably necessary to allow S&P to carry out the 
divesti ture or as the disclosure is required by law;  
 
 
10 d) monitor the splitting of assets and the allocation of Personnel between the 
CUSIP Divestment Business and S&P or Affiliated Undertakings;  
c) propose to S&P such measures as the Monitoring Trustee considers necessary to 
ensure S&P ’s compliance with the conditions and obligations attached to the 
Decision, in particular the maintenance of the full economic viability, marketability or 
competitiveness of the CUSIP Divestment Business, the holding separate of the 
CUSIP Divestment Business and the non -disclosure of competitively sensitive 
information;  
d) review and assess potential purchasers as well as the progress of the divestiture 
process and verify that, dependent on the stage of the divestiture process:  
a) potential  purchasers receive sufficient and correct information relating to the 
CUSIP Divestment Business and the Personnel in particular by reviewing, if 
available, the data room documentation, the information memorandum and 
the due diligence process, and  
b) potentia l purchasers are granted reasonable access to the Personnel ; 
e) act as a contact point for any requests by third parties, in particular potential 
purchasers, in relation to the Commitments;  
f) provide to the Commission, sending S&P a non -confidential copy at the  same time, 
a written report within 15 days after the end of every month that shall cover the 
operation and management of the CUSIP Divestment Business as well as the 
splitting of assets and the allocation of Personnel so that the Commission can 
assess whe ther the business is held in a manner consistent with the Commitments 
and the progress of the divestiture process as well as potential purchasers;  
g) promptly report in writing to the Commission, sending S&P a non -confidential copy 
at the same time, if it con cludes on reasonable grounds that S&P is failing to comply 
with these Commitments;  
h) within one week after receipt of the documented proposal referred to in paragraph 
(1)(a)i)17  of these Commitments, submit to the Commission, sending S&P a non -
confidential copy at the same time, a reasoned opinion as to the suitability and 
independence of the proposed purchaser and the viability of the CUSIP Divestment 
Business after the Sale and  as to whether the CUSIP Divestment Business is sold in 
a manner consistent with the conditions and obligations attached to the Decision, in 
particular, if relevant, whether the Sale of the CUSIP Divestment Business without 
one or more Assets or not all of  the Personnel affects the viability of the CUSIP 
Divestment Business after the sale, taking account of the proposed purchaser;  
i) assume the other functions assigned to the Monitoring Trustee under the conditions 
and obligations attached to the Decision.  
28. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each other 
during and for the purpose  of the preparation of the Trustee Divestiture Period in order to 
facilitate each other's tasks.  
 
 
11 Duties and obligations of the Divestiture Trustee  
29. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price 
the CUSIP Divestment Business to a purchaser, provided that the Commission has 
approved both the purchaser and the final binding sale and purchase agreement (and 
ancillary agreements) as in line with the Commission's Decision and the Commitments in 
accordance with paragraphs (1)(a)i)16  and (1)(a)i)17  of these Commitments. The Divestiture 
Trustee shall include in the sale and purchase agreement (as well as in any ancillary 
agreements) such terms and conditions as it considers appropriate for an expedient sale in 
the Trustee Divestiture Period. In parti cular, the Divestiture Trustee may include in the sale 
and purchase agreement such customary representations and warranties and indemnities 
as are reasonably required to effect the sale. The Divestiture Trustee shall protect the 
legitimate financial intere sts of S&P, subject to S&P ’s unconditional obligation to divest at no 
minimum price in the Trustee Divestiture Period.  
30. In the Trustee Divestiture Period (or otherwise at the Commission ’s request), the Divestiture 
Trustee shall provide the Commission with a  comprehensive monthly report written in 
English on the progress of the divestiture process. Such reports shall be submitted within 15 
days after the end of every month with a simultaneous copy to the Monitoring Trustee and a 
non-confidential copy to S&P.  
 III. Duties and obligations of the Parties  
31. S&P shall provide and shall cause its advisors to provide the Trustee with all such co -
operation, assistance and information as the Trustee may reasonably require to perform its 
tasks. The Trustee shall have full  and complete access to any of S&P ’s or the CUSIP 
Divestment Business ’ books, records, documents, management or other personnel, 
facilities, sites and technical information necessary for fulfilling its duties under the 
Commitments and S&P and the CUSIP Div estment Business shall provide the Trustee upon 
request with copies of any document. S&P and the CUSIP Divestment Business shall make 
available to the Trustee one or more offices on their premises and shall be available for 
meetings in order to provide the  Trustee with all information necessary for the performance 
of its tasks.  
32. S&P shall provide the Monitoring Trustee with all managerial and administrative support that 
it may reasonably request on behalf of the management of the CUSIP Divestment Business. 
This shall include all administrative support functions relating to the CUSIP Divestment 
Business which are currently carried out at headquarters level. S&P shall provide and shall 
cause its advisors to provide the Monitoring Trustee, on request, with the i nformation 
submitted to potential purchasers, in particular give the Monitoring Trustee access to the 
data room documentation and all other information granted to potential purchasers in the 
due diligence procedure. S&P shall inform the Monitoring Trustee on possible purchasers, 
submit lists of potential purchasers at each stage of the selection process, including the 
offers made by potential purchasers at those stages, and keep the Monitoring Trustee 
informed of all developments in the divestiture process.  
33. S&P shall grant or procure Affiliated Undertakings to grant comprehensive powers of 
attorney, duly executed, to the Divestiture Trustee to effect the sale (including ancillary 
agreements), the Closing and all actions and declarations which the Divestiture  Trustee 
considers necessary or appropriate to achieve the sale and the Closing, including the 
appointment of advisors to assist with the sale process. Upon request of the Divestiture 
 
 
12 Trustee, S&P shall cause the documents required for effecting the sale a nd the Closing to be 
duly executed.  
34. S&P shall indemnify the Trustee and its employees and agents (each an “Indemnified 
Party ”) and hold each Indemnified Party harmless against, and hereby agrees that an 
Indemnified Party shall have no liability to S&P for,  any liabilities arising out of the 
performance of the Trustee ’s duties under the Commitments, except to the extent that such 
liabilities result from the wilful default, recklessness, gross negligence or bad faith of the 
Trustee, its employees, agents or a dvisors.  
35. At the expense of S&P, the Trustee may appoint advisors (in particular for corporate finance 
or legal advice), subject to S&P ’s approval (this approval not to be unreasonably withheld or 
delayed) if the Trustee considers the appointment of such ad visors necessary or appropriate 
for the performance of its duties and obligations under the Mandate, provided that any fees 
and other expenses incurred by the Trustee are reasonable. Should S&P refuse to approve 
the advisors proposed by the Trustee the Com mission may approve the appointment of such 
advisors instead, after having heard S&P. Only the Trustee shall be entitled to issue 
instructions to the advisors. Paragraph (1)(a)i)34  of these Commitments shall apply mutatis 
mutandis . In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who 
served S&P during the Divestiture Period if the Divestiture Trustee considers this in the bes t 
interest of an expedient sale.  
36. S&P agrees that the Commission may share Confidential Information proprietary to S&P 
with the Trustee. The Trustee shall not disclose such information and the principles 
contained in Article 17 (1) and (2) of the Merger Reg ulation apply mutatis mutandis.  
37. S&P agrees that the contact details of the Monitoring Trustee are published on the website 
of the Commission's Directorate -General for Competition and they shall inform interested 
third parties, in particular any potential p urchasers, of the identity and the tasks of the 
Monitoring Trustee.  
38. For a period of 10 years from the Effective Date the Commission may request all information 
from the Parties that is reasonably necessary to monitor the effective implementation of 
these C ommitments.  
 IV. Replacement, discharge and reappointment of the Trustee  
39. If the Trustee ceases to perform its functions under the Commitments or for any other good 
cause, including the exposure of the Trustee to a Conflict of Interest:  
(a) the Commission may, after hearing the Trustee and S&P, require S&P to replace the 
Trustee; or  
(b) S&P may, with the prior approval of the Commission, replace the Trustee.  
40. If the Trustee is removed according to paragraph (1)(a)i)39  of these Commitments, the 
Trustee may be required to continue in its function until a new Trustee is in place to whom 
the Trustee has effected a full hand over of all relevant information. T he new Trustee shall 
be appointed in accordance with the procedure referred to in paragraphs (1)(a)i)18 -(1)(a)i)25  
of these Commitments.  
 
 
13 41. Unless removed according to paragraph (1)(a)i)39  of the se Commitments, the Trustee shall 
cease to act as Trustee only after the Commission has discharged it from its duties after all 
the Commitments with which the Trustee has been entrusted have been implemented. 
However, the Commission may at any time require  the reappointment of the Monitoring 
Trustee if it subsequently appears that the relevant remedies might not have been fully and 
properly implemented.  
Section F.  The review clause  
42. The Commission may extend the time periods foreseen in the Commitments in response to 
a request from S&P or, in appropriate cases, on its own initiative. Where S&P requests an 
extension of a time period, it shall submit a reasoned request to the Commission no later 
than one month before the expiry of that period, showing good ca use. This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same time send a 
non-confidential copy of the report to S&P. Only in exceptional circumstances shall S&P be 
entitled to request an extension within the last m onth of any period.  
43. The Commission may further, in response to a reasoned request from S&P showing good 
cause waive, modify or substitute, in exceptional circumstances, one or more of the 
undertakings in these Commitments. This request shall be accompanied  by a report from the 
Monitoring Trustee, who shall, at the same time send a non -confidential copy of the report to 
S&P. The request shall not have the effect of suspending the application of the undertaking 
and, in particular, of suspending the expiry of any time period in which the undertaking has 
to be complied with.  
Section G.  Entry into force  
44. The Commitments shall take effect upon the date of adoption of the Decision.  
 
[signed ] 
……………………………………  
duly authorised for and on behalf of  
S&P Global Inc.  
 
 
14 SCHEDULE  
1. The CUSIP Divestment Business comprises the entirety of S&P ’s CUSIP issuance and data 
licensing business, as carried out currently by CUSIP Global Services (“CGS ”), which S&P 
operates on behalf of the American Bankers Association (“ABA”).  The ABA owns the CUSIP 
system (including all intellectual property rights therein).  
2. In accordance with paragraph (1)(a)i)6  of these Commitments, the CUSIP Divestment 
Business includes, but is not limited to:  
a) A transfer of the rights to issue, disseminate and be compensated for CUSIP 
identifiers from S&P to the Purchaser, enacted by way of a transfer of S&P ’s existing 
agreemen t with the ABA on equivalent terms and conditions to the agreement 
between S&P and the ABA prior to the most recent amendment No. 3 (effective 
since 27 September 2021);  
b) An assignment of the existing agreement between CGS and the Loan Syndications 
and Tradi ng Association (“LSTA ”) in relation to the loan CUSIP business, which sits 
within the CUSIP Divestment Business;  
c) All other supplier, customer and distribution agreements and relationships (or, in the 
case of shared contracts, the portion of such contracts which relates to the CUSIP 
Divestment Business in the manner outlined in paragraph 22.c)), to the extent that 
they contribute to the current operation or are necessary to ensure the viability and 
competitiveness of the CUSIP Divestment Business1; 
d) In respect of any contracts used by the CUSIP Divestment Business  which are 
shared with the wider S&P group, the portion of those contracts which relates to the 
CUSIP Divestment Business  on terms and conditions equivalent to those at present 
afforded to the CUSIP Divestment Business . If a shared contr act cannot be partially 
assigned by its terms or otherwise, or cannot be amended, without approvals and 
such approvals cannot be obtained within a period agreed to between S&P and the 
Purchaser, S&P will cooperate with the Purchaser to establish an agency type or 
other similar arrangement to provide the Purchaser the claims, rights and benefits of 
those parts that relate to the CUSIP Divestment Business  on terms and conditions 
equivalent to those at present afforded to S&P;  
e) Customer and other records of the  CUSIP Divestment Business, recognising that 
S&P may retain a copy of such records to the extent that these relate to suppliers or 
customers not transferred to the CUSIP Divestment Business or are required for 
legal compliance purposes.  Copies of records of the CUSIP Divestment Business 
that are retained by the Parties for legal compliance purposes will be ring -fenced;  
f) In line with applicable employment laws, contractual provisions and other relevant 
legislation, the Key Personnel (as outlined in Appendix 1) and, in addition, at the 
                                                 
1 For those contracts subject to change of control pr ovisions or requiring  consent before assignment, S&P  will 
use best efforts to obtain the consent of the relevant contracting pa rties to ensure the Purchaser receives 
the benefit of all rights and obligations under those contracts.  
 
 
15 option of the Purchaser, the CUSIP Divestment Business will include any of the 
Personnel;  
g) Transfer of technology  (e.g., data, databases and software), such as the CGS 
Identifier Portal, systems and databases for storing CGS -related data and any other 
technology that are primarily or exclusively used in or necessary for the operation of 
the CUSIP Divestment Business as of closing, through one of the following 
mechanisms, the choice of mechanism being at the option of the Purchaser : 
a) Migrating the technology to the Purchaser;  
b) Creating a logically separated, standalone and mirrored version of the 
technology and migrating it to the Purchaser; or  
c) Where either sub -paragraph (a) or (b) above is not possible, or otherwise at 
the option of the Purchaser, S&P shall offer to enter into a transitional 
arrangement as outlined at paragraph 2(l);  
h) The benefit of any additional technology that is used in the CUSIP Divestment 
Business but shared with the wider S&P group (including S&P ’s customer 
relationship management and general billing system) through one of the following 
mechanisms, the choice of mechanism being at the option of the Purchaser:  
a) Creating a logically separated, standalone and mirrored version of the 
technology that is used in the CUS IP Divestment Business and migrating it 
to the Purchaser; or  
b) Where this is not possible, or otherwise at the option of the Purchaser, S&P 
shall offer to enter into a transitional arrangement as outlined at paragraph 
2(l);  
i) All licences, permits and authorisations necessary for lawful conduct or the viability 
and competitiveness of the CUSIP Divestment Business  and use of the transferred 
assets as presently conducted (to the extent transferrable);  
j) All electronic books, records and files that are related to the CUSIP Divestment 
Business .  T o the extent any parts of such electronic books, records and files are not  
related to the CUSIP Divestment Business , they may be redacted.  S&P may retain 
a copy of such records to the extent that these relate to the business(es) retained by 
S&P or are required for legal compliance purposes.  Copies of records of the CUSIP 
Dives tment Business that are retained by the Parties for legal compliance purposes 
will be ring -fenced;  
k) Claims, defences, rights of offset or counterclaim to the extent primarily related to 
the CUSIP Divestment Business ;  
l) At the option of the Purchaser, the ben efit of all transitional service arrangements 
which are necessary to ensure the viability and competitiveness of the CUSIP 
Divestment Business  for a transitional period after divestiture, such as IT , HR and 
finance/payroll services, which shall be provided  by S&P at cost; and  
 
 
16 m) Any other tangible and intangible assets that are primarily related to the CUSIP 
Divestment Business  which contribute to the current operation or which are 
necessary to ensure the viability and competitiveness of the CUSIP Divestment 
Business .  
3. The CUSIP Divestment  Business  shall not include:  
a) Books and records required to be retained pursuant to any law provided that the 
Purchaser shall on request receive a copy of the same.  Books and records of the 
CUSIP Divestment Business  that are retained by S&P for legal compliance purposes 
will be ring -fenced;  
b) Customer or supplier contracts, commitments, orders or volumes (or portions 
thereof) not solely or mainly related to the CUSIP Divestment Business ; and  
c) Any other asset or contract  that is used primarily in respect of S&P ’s retained 
businesses and which is not necessary for the viability and competitiveness of the 
CUSIP Divestment Business  (although the portion of any asset or contract that is 
used by the CUSIP Divestment Business  will be included in the CUSIP Divestment 
Business  where this is possible).  
4. If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule 
but which is necessary for the continued viability and competitiveness of the CUSIP 
Divestment Business , that asset or adequate  substitute will be offered to potential 
purchasers.