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,  4.12.2018  
C(2018 ) 8423 final  
 
 
 
 
 
To the notifying parties  
 
 
Subject : Case  M.9186 – The Carlyle Group/Marriott International/Penha Longa  
Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) 
No 139/20041 and Article 57 of the Agreement on the European Economic Area2  
Dear Sir or Madam,  
1. On 8 November 2018 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger  Regulation , by which Carlyle Europe 
Realty Fund, S.C.Sp. (Luxembourg), belonging to the Carlyle Group, L.P. ("Carlyle", 
United States of America), and Luxury H otels International Management Company B.V. 
(the Netherlands), belonging to Marriott International, Inc. ("Marriott", United States of 
America ), acquire within the meaning of Article 3(1)(b)  and 3(4) of the Merger Regulation 
joint control of Penha Longa Re sort by way of purchase of shares  in the company owning 
the Penha Longa property ("Penha Longa", Portugal)  and a pre -existing hotel management 
agreement .3  
2. The business activities of the undertakings concerned are:  
 for Carlyle: global alternative asset manager, which manages funds that invest globally 
across four investment disciplines: Corporate Private Equity, Real Assets, Global 
Credit, and Solutions,  
 for Marriott: parent company of a diversified hospitality group of companies, which 
acts as a manager  and franchisor of hotels and timeshare properties,  
                                                 
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 
"Communi ty" by "Union " and "common market " by "internal market ". The terminology of the TFEU will be 
used throughout this decision.  
2  OJ L 1, 3.1.1994, p.  3 (the "EEA Agreement "). 
3  Publication in the Official Journal of the European Union No C 418, 19.11.2018 , p. 6. 
PUBLIC VERSION  
2  for Penha Longa: includes Penha Longa Resort, a hotel with spa and two golf courses, 
as well as other assets over which Carlyle acquires sole control: certain sports facilities  
located in Penha Longa and operated by an independent manager, and the 
management of the Penha Longa condominium association, located in Sintra and 
Cascais, Portugal.  
3. After examination of the notification, the European Commission has concluded that the 
notified operation falls withi n the scope of the Merger  Regulation  and of paragraph 5 (b) of 
the Commission Notice on a simplified procedure for treatment of certain concentrations 
under Council Regulation (EC) No 139/2004 .4 
4. For the reasons set out in the Notice on a simplified procedur e, the European Commission 
has decided not to oppose the notified operation and to declare it compatible with the 
internal market and with the EEA Agreement. This decision is adopted in application of 
Article 6(1)(b) of the Merger  Regulation  and Article 57 of the EEA Agreement . 
 
For the Commission  
(Signed)  
Johannes LAITENBERGER  
Director -General  
                                                 
4  OJ C 366, 14.12.2013, p. 5 .