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, 29.6.2022  
C(2022 ) 4690  final 
PUBLIC VERSION  
 
KKR & Co. Inc.  
30 Hudson Yards  
NY 10001 New York,  
United States of America  
 
PAI Partners  
232 rue de Rivoli  
75054 Paris Cedex 01  
France  
 
British Columbia Investment 
Management Corporation  
750 Pandora Avenue  
Victoria BC, V8W 0E4  
Canada  
Subject : Case M. 10717  – KKR / PAI PARTNERS / BCI / REFRESCO  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the A greement on the European Economic 
Area2 
                                                 
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information omitted has been replaced by 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 Dear Sir or Madam,  
(1) On 23 May 2022 , the European Commission received notification of a proposed 
concentration  pursuant to Article 4 of the Merger Regulation by which KKR & Co. 
Inc. (‘KKR’, US), PAI Partners S.à.r.l. ( ‘PAI Partners’, France) and British 
Columbia Investment Manageme nt Corporation (‘BCI’, Canada) intend to acquire 
joint control over Refresco Europe B.V. (‘Refresco’, the Netherlands ; or the 
‘Target’)  by way of a purchase of shares (the ‘Transaction’) .3 KKR, PAI Partners, 
BCI (‘the Notifying Parties’)  and Refresco are together referred to as the ‘Parties’.  
Refresco is currently jointly controlled by PAI Partners and BCI . 
1. THE  PARTIE S  
(2) KKR  is a global investment firm that offers alternative asset management  and 
capital markets and insurance solutions . Among others it currently controls the 
packaging solutions provider Petainer.  
(3) PAI Partners is active in the manage ment of  a number of funds investing in the 
business services, distribution, food & consumer, gen eral indu strials, and 
healthcare sectors.  
(4) BCI is an agent of the Government of British Columbia investing on behalf of 
public sector clients across a range of asset classes, including fixed income, public 
equities, private equity, infrastructure, renewable  resources, real estate and 
commercial mortgages . 
(5) Refresco  is global player active in the production and bottling of a large variety of 
non-alcoholic beverages for private label s belonging to retailers and for brand 
owne rs under contract manufacturing.  
2. THE OPE RATION  AND THE  CONCE NTRATI ON 
(6) Pursuant to the Sale and Purchase Agreement, KKR (via a special purpose vehicle 
indirectly wholly owned by funds, investment vehicles and/or separately managed 
accounts advised and/or managed by subsidiaries of KKR) acquire s 100% of 
Sunshine Equity B.V.'s shares (Sunshine Equity B.V. is the holding company of 
Refresco). KKR or one of its direct or indirect parent companies (‘EquityCo’) will 
issue Securities to entities controlled by PAI Partners and BCI (to a newly 
incorpora ted SPV, the ‘Co -Investor’4). Post -Transaction, an entity indirectly 
controlled by KKR and the Co -Investor will hold approximately 70% and 30%, 
respectively, of all Securities in EquityCo.  
                                                 
3  Publication in the Official Journal of the European Union No C 218, 2.6.2022, p.15.  
4 PAI Partners and BCI will hold approximately […]% and […]% of the Co -Investor. Its board of 
directors will be comprised of […] directors, […] appointed by each PAI Partners and BCI. Decisions 
of the Co -Investor’s board will require the approval of […] of the votes of members of the board, 
including […] PAI Partners and BCI, so that PAI Partners an d BCI will have veto rights […] of the 
Co-Investor’s board.  
 
3 (7) Overall, post -Transaction, there will be three shareholders in Equi tyCo: KKR 
Pegasus Aggregator LP (indirectly solely controlled by KKR), (ii) the Co -Investor 
(jointly controlled by PAI Partners and BCI) and (iii) Management .5 
(8) The supervisory board of EquityCo will be the main decision -making body of  
Refresco, in particul ar with respect to key strategic and operational decisions. KKR 
will be entitled to appoint […] directors to the board, the Co -Investor will be 
entitled to appoint […] directors. Decisions of the board will require the approval 
of […] of the votes of members of the board and a KKR director, so that KKR will 
have veto rights over […] of the board. In addition to KKR’s approval, certain 
matters ( […]) also require prior approval of the Co -Investor. Accordingly, PAI 
Partners and BCI, throu gh the Co -Investor, will have veto rights over strategic 
business decisions. In the event of a deadlock at the Board, customary resolution 
provisions will apply, including customary escalation procedure, […]. The 
deadlock mechanism will not allow one of th e Notifying Parties to […] in case of a 
deadlock. Management will only receive minority shareholding protection rights 
that will not allow them to veto decisions. KKR, PAI Partners and BCI will 
therefore jointly control Refresco  post-Transaction . 
(9) Refresco is currently a stand -alone full -function company and holds all of the 
assets and personnel to give it an independent market presence with respect to its 
customers , to which turnover can be attributed. In particular, the Target has 
management dedicated to i ts day -to-day operations, personnel (including more than 
11,600 employees), financial resources to perform its business (including sufficient 
assets amounting to over EUR […] in value). Post -Closing, the T arget will 
continue to have a management dedicated to its day -to-day operations and will 
continue to have sufficient assets, personnel and financial resources. It will not take 
over a specific function (or indeed any function) within the business activities of its 
shareholders upon Closing and will not be reliant on the Notifying Parties for sales 
or purchases . 
(10) Therefore, the operation constitutes a concentration pursuant to Article 3(1)(b) and 
Article 3(4) of the Merger Regulation.  
3. UNION  DIME NSION  
(11) The combined aggregate worldwide turnover of the Parties is  more than EUR 5 00 0 
million (KKR: EUR […] million, PAI Partners: EUR […] million, BCI: EUR […] 
million, Refresco6: EUR 4 241 million) and the aggregate Union -wide turnover of 
each of the Parties is more than EUR 250 million (KKR: EUR […] million, PAI 
Partners: EUR […] million, BCI: EUR […] million, Refresco :7 EUR […] million). 
The Parties do not achieve more than two -thirds of their aggregate Union -wide 
turnover within one and the same Member State. The notified operation therefore 
has a Union dimension pu rsuant to Article 1(2) of the Merger Regulation.  
                                                 
5 Form CO, paragraph 24: It is expected that executive and senior management of Refresco that 
currently participate in the capital of the Target will roll over approximately […]% of their cash exi t 
proceeds net of tax and costs. Following this rollover, Management will invest in EquityCo, through a 
management pooling vehicle, and receive a minority shareholding in EquityCo.  
6 Refresco’s turnover is consolidated in PAI Partners and BCI.  
7 Refresco’s  turnover is consolidated in PAI Partners and BCI.  
 
4 4. COMPE TITIVE ASSE SSME N T 
(12) The Transaction as notified  does not give rise to any horizontal overlap, but does  
give rise to a vertical relationship between one of the portfolio companies 
controlled by KKR, Petain er, which is active upstream of Refresco. Specifically, 
Petainer is active on the market for the production and supply of PET packaging 
for beverage bottling. Refresco is active in the production and bottling of a large 
variety of non -alcoholic beverages.  
(13) In its market investigation, the C ommission sought  the views of market participants  
by sending information request s to five competitors of Petainer and 16 customers 
of Petainer. The Commission received three replies. In these replies, two customers 
and one  competitor raised certain concerns (relating to potential input foreclosure 
by Petainer and potential sharing of confidential information of third parties 
between Petainer and Refresco).  
(14) However, on 20 June 2022 , KKR informed the Commission that it had si gned an 
SPA regarding the full sale of Petainer to Ara Partners,8 and that , therefore, 
effective 21 June 2022, Petainer would no longer be a portfolio company controlled 
by KKR.  Therefore, KKR and the Target are no longer engaged in business 
activities in the same product and geographic market, or in a product market which 
is upstream or downstream from a product market in which one of the two is 
engaged.  
(15) As a result of this operation , the vertical relationship to which the Transaction as 
notified would hav e given rise  can no longer materialise  at the date of this 
Decision . Consequently, the Commission is not in possession of any concrete 
elements that would hint at the existence of serious doubts as to the compatibility 
of the Transaction with the internal market or the functioning of the EEA 
Agreement.  
(16) For the reasons set out above, the Commission has come to the conclusion that the 
proposed concentration does not raise serious doubts as to its compatibility with the 
internal market  or the functioning of th e EEA Ag reement.  
5. CONCLUSION  
(17) For the above reasons, 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)  
Margrethe VESTAGER  
Executive Vice-President  
                                                 
8  Email s from Counsel to KKR, 20 June 2022, including signed SPA.