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,  20.12.2021  
C(2021 ) 9891 final  
PUBLIC VERSION  
Bellis Phantom Holdco Limited  
13-14 Esplanade, P.O.Box 536,  
St. Helier  
JE4 5UR Jersey  
The Channel Islands  
 
KKR & Co. Inc.  
30 Hudson Yards  
NY 10001 New York  
United States of America  
Subject : Case M.10556 - BELLIS / KKR / JAJA  
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 26 November 2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4  of the Merger  Regulation by which Bellis Phantom 
Holdco Limited (“Bellis”, United Kingdom), a special purpose vehicle  jointly 
controlled by Mr. Mohsin Iss a and Mr. Zuber Issa (the “ Issa Brothers”) and TDR 
Capital LLP ( “TDR Capital” , United Kingdom ), and KKR & Co. Inc. (“KKR”, United 
States)  acquire within the meaning of Article 3(1)(b) of the Merger Regulation jo int 
control over the whole of Jaja Finance Ho lding (UK) Limited (“Jaja”, United 
Kingdom)  by way of purchase of shares .3 
                                                 
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 introd uced certain changes, such as the 
replacement of ‘Community ’ 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 Jou rnal of the European Union No C 489 , 06.12.2021 , p. 5. 

 
2 2. The business activities of the undertakings concerned are:  
 The Issa Brothers are founders of the Euro Garages group,  which is active in the 
operaton of petrol stations, convenience stores, car washes and fast food 
restaurants in the United Kingdom , 
 TDR Capital is a private equity firm, active in a variety of sectors including motor 
fuel and grocery retail, gyms and health clubs, pubs and restaurants, debt 
purchasing, life insurance a nd others , 
 KKR is a global investment firm that offers alternative asset management and 
capital markets and insurance solutions,  
 Jaja is active in the UK in the provision of credit card issuing services and co -
branded payment solutions . 
3. After examination o f the notification, the European Commission has concluded that 
the notified operation falls within the scope of the Merger  Regulation  and of 
paragraph s 5(a) and 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 procedure, 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)  
Olivier GUERSENT  
Director -General  
                                                 
4  OJ C 366, 14.12.2013, p. 5 .