CELEX: 32021M10108
Language: en
Date: 2021-10-22 00:00:00
Title: Commission Decision of 22/10/2021 declaring a concentration to be compatible with the common market (Case No COMP/M.10108 - S&P GLOBAL / IHS MARKIT) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                       Brussels, 22.10.2021
                                                                       C(2021) 7726 final
                                                                                             PUBLIC VERSION
                                                                         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                                                                         possible the information omitted has been
                                                                         replaced by ranges of figures or a general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.
                                                                      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 Area 2
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 throughout this decision.
2     OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).
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.
 ---pagebreak--- 4. LEGAL FRAMEWORK ............................................................................................. 9
5. INTRODUCTION ..................................................................................................... 12
6. FINANCIAL DATA AND SOFTWARE 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 reference 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
                                                             2
 ---pagebreak---         6.2.6.1.   Overview and Parties’ 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 product 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
                                              3
 ---pagebreak---         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. Conclusion ......................................................................... 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’ activities ........................................ 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
                                           4
 ---pagebreak---              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
                        (downstream) ................................................................... 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 data (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
                                                      5
 ---pagebreak---                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 (downstream) ........ 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.    Conglomerate 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 ASSESSMENTS AND MARKET INTELLIGENCE...... 178
                                                         6
 ---pagebreak--- 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
                                                          7
 ---pagebreak---              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 OBLIGATIONS ................................................................... 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 PARTIES
(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 indices; 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 downstream product offerings;
        and (iv) Consolidated Markets and Solutions – supplying product design, economics
        and country risk, and technology media and telecoms product offerings.
2.      THE OPERATION
(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, current 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%.
                                                            8
 ---pagebreak---         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 Article 3(1)(b) of the Merger Regulation.
3.      UNION DIMENSION
(6)     The undertakings concerned have a combined aggregate worldwide 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 Union-wide turnover in excess of EUR 250 million (S&P:
        EUR […]; IHSM: EUR […] in 2020), but none of them achieves more than two-
        thirds of its aggregate Union-wide turnover within one and the same Member State.
        The notified operation therefore has a Union dimension.
4.      LEGAL FRAMEWORK
(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 creation
        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 competition, 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 one 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 have 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 increase 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 Guidelines 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, paragraph 25.
7   Horizontal Merger Guidelines, paragraph 24.
                                                         9
 ---pagebreak---         a merger, such as the large market shares of the merging firms, the fact that the
        merging firms are close competitors, the 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 Horizontal 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 which 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 forms 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 by
        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 entity 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 market 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 Guidelines, 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.
                                                        10
 ---pagebreak---        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 Guidelines, 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 market 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, second, 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 conglomerate 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 ability 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 products 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 increase 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 Guidelines, paragraphs 91 and 93.
                                                      11
 ---pagebreak---          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 SOFTWARE PRODUCTS
6.1.     Introduction
(23)     Within financial data and software products, the Parties are active 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 ratings revenue accounted for […] of S&P’s
         revenue in 2020. S&P also manages CUSIP 24 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 player throughout the fixed income
         value chain, offering pricing and reference data (for CDS, loan and bonds), issuance
         platforms, and other issuer 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 platforms (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 activities 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 for Committee on Uniform Securities Identification Procedures.
25 CDS stands for credit default swap.
                                                          12
 ---pagebreak--- 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, preferred 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 companies, 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 SPGR) 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 distribution 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, 17.11.2009, 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.
                                                            13
 ---pagebreak---         (B)        The Notifying Party’s view
(32)    The Notifying Party considers 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 credit rating agencies,
        to customers who are themselves not necessarily issuers.
(33)    The Notifying Party considers that the markets for credit rating issuance should not
        be further sub-segmented by asset-class or geographical coverage, even 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 non-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 case 30 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 appears 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 credit 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 translation 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 competing 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, paragraph 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.
                                                         14
 ---pagebreak---          the licenses to cover their needs”.33 Customers of credit ratings data active in
         downstream markets also cite credit rating agencies as the relevant suppliers for
         credit ratings, not intermediaries.34
(39)     In addition, customers of credit ratings data, including those who purchase the data
         via third parties, typically require a license from the credit rating agency which
         issued the rating itself, as confirmed by the Parties themselves 35 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 use 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. While
         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 agency(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 vendors 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 Indirect 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”
                                                           15
 ---pagebreak---         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/instruments (e.g. all insurance companies). The types of credit ratings to
        which a customer needs access to may depend on their activity. For instance,
        providers 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 instruments by at least two credit ratings agencies. 43 The market
        investigation is not conclusive regarding the relevant categories. One competing
        credit rating agency broadly agrees with the ESMA categories and “considers a
        segmentation of the rating market between 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 agencies (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 rating, 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.
                                                        16
 ---pagebreak--- 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 regulatory 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 particular 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 EEA, 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 in 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 markets,
        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 rating,
        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 Vertical 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.
                                                       17
 ---pagebreak--- (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 customers 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 content 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 based 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 Commission 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, it 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 Party 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 RiskGauge
    Score, which are all products marketed by SPGMI’s Credit Risk Solutions business, see Notifying Party’s
    response to RFI 21, paragraph 5.4.
                                                      18
 ---pagebreak---         developed for credit ratings issuance by S&P Global Ratings.”52 Based on this, the
        market could be considered 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
        purposes, 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 risk 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 be 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.4726, Thomson Corporation / Reuters Groups,
    paragraph 106.
                                                         19
 ---pagebreak--- 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 property 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 indices 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) offering 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.
                                                       20
 ---pagebreak---         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 indices 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 Leveraged 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 supply 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 their 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 administrators 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 supplied 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 services 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 Börse/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
                                                    21
 ---pagebreak---         separate markets for indices based on the asset class of their constituents and on
        geography covered, national and regional. 62
(79)    Most recently, in LSEG/ Refinitiv,63 the Commission concluded that 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 consider 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 457
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
                                                     22
 ---pagebreak---        (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 classes, 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 will not be
       substitutable where a customer wants to create or benchmark financial instruments
       covering a specific geography.
(88)   The Notifying Party recognises that different customers have different uses for
       indices and this includes customers licensing indices 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 notes 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 classes (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 considers that CDS indices 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 considers that there is a single product market for index
       calculation and administration services separate from index licensing.
(92)   The Notifying Party considers the creation of indices to be a separate market from
       the distribution of indices. In the Parties’ view, the relevant 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, in 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.
                                                       23
 ---pagebreak---          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 precise 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 equity 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; moreover, 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/Refinitiv,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 Notifying 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.
                                                       24
 ---pagebreak---          (C)        The Commission’s assessment
(100) The Commission has found no evidence to depart from the precedent and Notifying
         Party’s view. Indeed, competitors and customers confirmed that the markets are
         global; customers compare offerings on a world-wide basis and competitors provide
         their offerings 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 attributes), 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 plausible 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 alphanumeric 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
         numbers 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 (RED) 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 and 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 the 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.
                                                          25
 ---pagebreak---         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
        individual 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 identifiers 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 Commission 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 portfolio software, Wall Street Office.
85 Commission decision of 15 November 2011 in Case COMP/39.592 - Standard and Poor’s, paragraphs
    19-21.
                                                       26
 ---pagebreak---        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 identifiers 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 some 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 which
       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/Refinitiv 90 , the Commission considered that the potential relevant markets
       are the market for all security identifiers, and potential 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 competitors 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 national 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.4726, 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.
                                                        27
 ---pagebreak---        are not tied to or otherwise associated with any other product or service, according to
       the Notifying Party.91
(117) The Notifying Party submits 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 and 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 FIGIs (previously owned by Bloomberg). The
       question is whether loan identifiers that are usually sold together with loan pricing
       and reference data, such as LXIDs 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
       specifically, the majority of competitors offering loan identifiers 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 pricing 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 is 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.
                                                     28
 ---pagebreak---         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 identifier 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 are 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 licensing 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 Questionnaire 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.
                                                        29
 ---pagebreak--- (124) Second, the market investigation suggests that competitors in the loan space are
        using loan 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 structuring 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 the 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
        identifiers.”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 contracts 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 Questionnaire 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, Section 2. Definitions.
                                                           30
 ---pagebreak---         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’ financial 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 contract
        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 IHSM 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 IHSM’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 rights 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 showed 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
        responding 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.
                                                        31
 ---pagebreak---         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 market
        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 business 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 life 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 investments, 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 quantifying 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 credit 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 from 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.
                                                          32
 ---pagebreak---         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 provides 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 investigation 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 distributed 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 products) 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 certain 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 investigation 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 separate
        value of loan identifiers.131
127 Form CO, Chapter on Market Intelligence, Annex 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 Questionnaire 7.
                                                         33
 ---pagebreak--- (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, the majority of competitors respond that LXIDs and loan CUSIPs are
         substitutes for specific 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 CUSIPs. One
         competitor states: “In our view they are complementary to each other.” 134
(139) From a demand-side perspective, the majority of customers responds 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 on 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 apparently a lot of overlap between loan
         identifiers, at least in relation to the use of loan identifiers within IHSM’s traded
         loan service WSO 140 : “In relation to WSO Services customers (…), […] of loans by
         volume (and […] by value) had a LXID associated with them; […] 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.
                                                      34
 ---pagebreak---        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 loan 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 confirmed by the market investigation, LXIDs have a much broader loan market
       coverage than for example loan CUSIPs.
(147) Secondly, 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) Thirdly, the distinction that ISINs are created upon request and proprietary
       identifiers 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 possible, 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.
                                                      35
 ---pagebreak---         (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 perspective. 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 only 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 Commission considered the market to be global for the
        purposes of that decision, as US ISINs were used globally by market players.
(153) In LSEG/Refinitiv 145 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 they are not physically present.
        (C)        The Commission’s assessment
(155) The Commission asked market participants in its market investigation 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 Group,
    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
                                                    36
 ---pagebreak--- (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 differ 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 decision, 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 product 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 security identifiers in
        three decisions: Thomson/Reuters151 , LSEG/Refinitiv 152 and concretely in respect of
        S&P’s security identifier, CUSIP 153 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 February 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.
                                                      37
 ---pagebreak---        decision, the Commission left open whether 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 identifiers
       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 and 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 signify 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
       syndicated 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 have 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, paragraph 4.7.
160 Substitute Numbering Agencies - Association of National Numbering Agencies (ANNA) (anna-web.org).
                                                       38
 ---pagebreak--- (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 which 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 non-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
        source: 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 financial 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 identifier 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 relevant
        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 November 2011 in Case COMP/39.592 - Standard and Poor’s, paragraph 23.
167 Form CO, Chapter on Vertical Relationships, paragraph 4.7.
                                                         39
 ---pagebreak---         independent of their own location) and therefore require globally acknowledged
        security identifiers like CUSIPs. In addition, the market investigation provided no
        evidence that the Commission 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,
        distribution 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 ISINs 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 conclusion 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 participants 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 Markit / CME Group / JV, paragraph 211.
                                                       40
 ---pagebreak---         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 investigation
        that RED Codes are substitutable with one or more identifiers, the Commission
        considers the relevant market in this case to consists of RED Codes.
6.2.4.7. Relevant geographic market – RED Code Identifiers
        (A)        The Commission precedents
(183) The Commission has previously 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 with 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.
                                                         41
 ---pagebreak---         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
        respective 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 considered 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 considers 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.
                                                        42
 ---pagebreak--- (195) Second, respondents to the market 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-reference
        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) municipal 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 asset
        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, depending 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 financial 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 types 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 solutions, 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.
                                                   43
 ---pagebreak---         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 Notifying 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 submits 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, the 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 considers 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 nevertheless 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 generally do not distinguish,
        other than in exceptional circumstances, between evaluated and composite/mark-to-
        market pricing. According to the Notifying Party, these are two different price
        calculating methodologies which may be used separately or in combination 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 short 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 20 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 Replies to question 7 of Questionnaire 6.
                                                       44
 ---pagebreak---         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 pricing
        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 pricing 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 collection. 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 document 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 rather 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, securitized). 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.
                                                      45
 ---pagebreak---         that they cover all those sub-segments at a similar quality level.190 On that basis, and
        given that no concerns arise with 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 content 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 distributed 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 for 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.
                                                       46
 ---pagebreak--- (217) Third, the market investigation did not 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 end 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. traders) 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 solution 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 decision of 20 July 2018 in Case M.8837, Blackstone / Thomson Reuters F&R Business,
    paragraphs 12, 14.
                                                             47
 ---pagebreak---         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/Refinitiv 199 , 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 considers 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 consume
        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 concerns 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 with 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 factor 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.
                                                   48
 ---pagebreak--- 6.2.6.3. Relevant geographical market
        (A)        The Commission precedents
(227) In Blackstone/Thomson Reuters F&R Business203 , the market investigation
        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/Refinitiv 204 , 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 set 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 datafeeds (“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.
                                                         49
 ---pagebreak--- (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 single 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 research 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 into 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 for
        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 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 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 decision of 13 January 2021 in Case M.9564, London Stock Exchange Group / Refinitiv
    Business, paragraph 524
                                                       50
 ---pagebreak---          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
         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 separate 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 scope 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 Party 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.
                                                        51
 ---pagebreak--- 6.2.8. Fundamentals data
6.2.8.1. Overview and Parties’ activities
(247) Fundamentals data consists of granular metrics that represent the primary
        characteristics 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 other 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/Refinitiv 218 , 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 concludes 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 /Reuters 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 13 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.
                                                       52
 ---pagebreak--- 6.2.8.3. Relevant geographical market
        (A)        The Commission precedents
(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/Refinitiv 222 , the Commission considered that the geographic scope of the
        relevant 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 Commission’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 of 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 desktops and data
        feeds, and hence S&P distributes economic data.
221 Commission decision of 19 February 2008 in Case M.4726, 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.
                                                       53
 ---pagebreak--- 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/Refinitiv 226 , 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 Parties 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 on 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 perspective, 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 light 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 markets. The market
        investigation does not provide any evidence that the relevant 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 economic 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 economic 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.
                                                       54
 ---pagebreak--- 6.2.9.3. Relevant geographical market
        (A)        The Commission precedents
(263) In Thomson/Reuters228 and LSEG/Refinitiv 229 , 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 either 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 Commission 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. Conclusion
(266) For the purposes of this Decision, the Commission considers that a relevant plausible
        global market exists for economic data, potentially segmented 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 increase 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 allocation 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.
                                                       55
 ---pagebreak--- 6.2.10.2. Relevant product market
        (A)        The Commission precedents
(269) In LSEG/Refinitiv 231 , 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 light 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 definition 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 geographical market
        (A)        The Commission precedents
(272) In LSEG/Refinitiv 233 , 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 sector 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 relationships, 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.
                                                       56
 ---pagebreak--- 6.2.11. Leveraged loan market 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 markets, 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 Commission 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 defined 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 News in LSEG/Refinitiv was considered a separate product market
        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 considers 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 substitutable 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.
                                                   57
 ---pagebreak---         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 Commission 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 competing 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.
                                                         58
 ---pagebreak---         (B)        The Notifying Party’s view
(286) The Notifying Party considers 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 customers 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 overall 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, even 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 considers 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’ activities
(292) Stock selection and strategy services provide investment strategies, screens and
        signals, to assist in designing investment strategies 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.
                                                        59
 ---pagebreak--- 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 are 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 such 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, 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.
6.2.12.3. 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 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.
249 Notifying Party’s response to RFI 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.
                                                      60
 ---pagebreak--- 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 is a multi-asset class platform.
6.2.13.2. Relevant product market
        (A)       The Commission precedents
(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 relationship 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, 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.
6.2.13.3. 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.
                                                        61
 ---pagebreak---         (C)        The Commission’s assessment
(306) The Commission has found no evidence putting into question the Notifying Party’s
        view. 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.
6.2.13.4. Conclusion
(307) For the purposes of this 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 product 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 between 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 there
        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.
                                                         62
 ---pagebreak---         (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 basis.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 issuance. 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 corporate (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 issuance
        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 decision.
        (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 competes 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
                                                         63
 ---pagebreak---         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 it, 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 active 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 issuance 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
        competition 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 used 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.
                                                          64
 ---pagebreak---         (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 the 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 CLO 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, using 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. Relevant 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 frame 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 when 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 only (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 Questionnaire 9.
262 Paragraph 3.69ff of Annex 3a to the response to RFI 24 received on 10 September 2021.
263 Paragraph 3.69ff of Annex 3a to the response to RFI 24 received on 10 September 2021.
                                                         65
 ---pagebreak---       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 WSO
      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 services, 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 loan 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 Notifying 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 participants. 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 it 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 for 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 consider 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/services” (emphasis added).
(333) Regarding segmentation between software 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
                                                  66
 ---pagebreak---         choose to buy software from several suppliers and services from 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 inclusion 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 relevant 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 design 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 software/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.
                                                          67
 ---pagebreak--- 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 Party 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 provided 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 arise 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 Party 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 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 arise regardless of the precise market definition.
6.2.17.4. Conclusion
(345) For the purposes of this Decision, the Commission 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.
                                                        68
 ---pagebreak--- 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 securities 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 dividends.
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 / services.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 definition.
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 Party’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 location
         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.
                                                        69
 ---pagebreak---         (C)       The Commission’s assessment
(352) 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.
6.2.18.4. Conclusion
(353) For the purposes of this Decision, the Commission considers that a relevant plausible
        global market exists for equities 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 market 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. Segmentation
        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 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 definition.
271 Notifying Party’s reply to RFI 24, Annex 3a; Form CO, Chapter on Vertical Relationships, paragraph
    3.110.
                                                     70
 ---pagebreak--- 6.2.19.3. Relevant geographical market
        (A)        The Commission precedents
(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 investor 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 administration 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 institutions. 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.
                                                     71
 ---pagebreak---         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 similarly 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 investigation 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 purposes 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 probably 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 question 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 2008 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.
                                                     72
 ---pagebreak--- 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, stock 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, company 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 content 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 data 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/Reuters279 , 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 Corporation / 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.
                                                       73
 ---pagebreak--- (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 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.
6.2.21.4. Conclusion
(381) For the purposes of this Decision, 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 comprises 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 programmes, 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 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.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, paragraph 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.
                                                       74
 ---pagebreak---         of dataset are substitutable with global securities financing data, which fulfils a
        specific 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
        financing 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 competitors 283 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 gives 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 decision.
        (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.
                                                         75
 ---pagebreak--- 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 liquid 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 market 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 multi-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 separately 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 evidence 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.
                                                        76
 ---pagebreak---           (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, 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.
6.2.23.3. Conclusion
(399) For the purposes of this Decision, the Commission considers that a relevant plausible
          global market exists for the supply of portfolio valuation 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 financial data and infrastructure products
(400) The Transaction leads to the following horizontally 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 addition, 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 services 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.
                                                        77
 ---pagebreak--- 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)
                                                       Leveraged loan market intelligence (S&P)
                                                       Leveraged loan indices (both)
 Loan pricing and reference data (IHSM)
                                                       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 Municipal bond indices (S&P)
 (IHSM)
 RED Codes (IHSM)                                      Cross-reference        tools    (S&P;        IHSM
                                                       negligible)
                                                       Fixed income          indices    (IHSM;        S&P
                                                       negligible)
                                                       CDS indices (IHSM)
                                                       Pricing and reference data (IHSM)
                                                       Equities and regulatory reporting (IHSM)
 CUSIP data (S&P)292
                                                       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 CUSIP 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.
                                                          78
 ---pagebreak---  Upstream market(s) (Party active)                       Downstream market(s) (Party active)
                                                         Fixed income indices (both Parties)
                                                         CDS indices (IHSM)
                                                         Pricing and reference data (IHSM)
                                                         Economic data (IHSM)
 Credit ratings data      (S&P)293
                                                         Issuer solutions (IHSM)
                                                         Investor administration services (IHSM)
                                                         Institutional holdings/investor data (IHSM)
                                                         Investor event management solutions
                                                         Portfolio valuation services(IHSM)
 Equity Indices (S&P; IHSM negligible)                   Global securities financing data (IHSM)
                                                         Economic data (IHSM)
 Fixed income            indices    (IHSM;       S&P Multi-asset indices (S&P)
 negligible)
 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)
                                                         Economic data (IHSM)
 Sector classification schemes (S&P)
                                                         Stock selection and strategy services (both
                                                         Parties)
293 Similarly to credit ratings, 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 it 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 respect to credit ratings data include Ipreo (issuance
    platforms). These are therefore not discussed further in this Decision.
                                                           79
 ---pagebreak---  ---pagebreak---  ---pagebreak---          (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 provided some information with respect to the Parties’ position in that
         plausible market.
(412) The global loan market is characterized by limited transparency and public reporting,
         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 plausible 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 the 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 this 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 loan 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.
                                                          82
 ---pagebreak---         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 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.” [emphasis added]305
(417) Customers answer similarly with respect 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 market (see further down with respect to network effects, barriers to entry and
        switching).
Closeness of competition
(419) Second, the merging 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 customers’ 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 Questionnaire 6.
312 Replies to question 24.2 of Questionnaire 7.
                                                   83
 ---pagebreak---          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 answers 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 identifiers. 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, International Securities
         Identification Numbers (ISINs) have been made obligatory to use in order to comply
         with reporting requirements. This has created strong incentives for market
         participants to use ISINs for other purposes as well. 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. [Competitor] 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 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
         identifiers.”317
(424) These quotes illustrate that while there 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 affected 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, supplemented 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.
                                                        84
 ---pagebreak---          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 organically 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 have 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 competitor 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 already 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 service 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 question 10.1 of Questionnaire 6.
326 Reply to question 23.1 of Questionnaire 6, supplemented by separate email on 28 September 2021.
                                                         85
 ---pagebreak--- (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, customers 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
        switching 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 countervailing
        buyer power.333 The merged entity’s position in the downstream markets for loan
        data, market intelligence and infrastructure products is not constrained by the
        bargaining strength of its customers. No customer represents such an important
        percentage of demand that it enjoys substantial countervailing 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 Questionnaire 7.
333 Horizontal Merger Guidelines, paragraph 64ff.
                                                        86
 ---pagebreak---         some of those banks such as [Customer banks] may be important contributors334 to
        IHSM’s loan 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 also 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, barriers 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 pricing or
        reference data (LXIDs), or by building on the brand, reputation and infrastructure of
        an existing identifier 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 product) 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 providers 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, respondents to the
        market investigation unanimously expressed that entering either those markets
        (which include loan identifiers) 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] believes 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. First 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.
                                                         87
 ---pagebreak---         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 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.”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 start 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 already 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 that 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 decades 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 difference 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 impact 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 contain 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 Intelligence, Annex B.34a.
341 Reply to question 22.1 of Questionnaire 6.
                                                      88
 ---pagebreak---         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 syndicated
        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 would 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, loan
        CUSIPs stay the same but the loan properties 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 “discrepancy”
        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 showed 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.
                                                         89
 ---pagebreak--- (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 they do not compete or constrain each other.
(442) In terms of different customer profiles, 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, some 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 that 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 states 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 least 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 identifiers 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.
                                                         90
 ---pagebreak--- (447) The market 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 which 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 of 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 available 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 for 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.
                                                          91
 ---pagebreak---          receive CUSIPs (clients may receive multiple identifiers). (…).” 355 This
         demonstrates some substitutability of loan identifiers 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 European 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 identifiers 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 sales.
(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 power
         in both loan pricing and reference data 357 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
         customers 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 reference 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 competitors 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.
                                                       92
 ---pagebreak---         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 respect 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 market, 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 market 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 convincing 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, based on the current contract between the ABA and S&P on CUSIPs (which
        covers loan CUSIPs), the ABA’s and S&P’s interests 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, while 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 Commission considers it likely that the Transaction will provide the merged
        entity with the ability and incentive to raise prices 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, leading 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.
                                                          93
 ---pagebreak---         Transaction on the loan identifier market: “(…) 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 loan 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 area, 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 with 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 identifiers.
        (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 the 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.
                                                        94
 ---pagebreak---          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 obtain 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.
                                                            95
 ---pagebreak---         (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 leveraged 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 customers 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 indices 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 level 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 indices.
(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.
                                                   96
 ---pagebreak---         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 compliant 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 asking 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 products 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 structure, 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 RFI 32, question 7.
                                                          97
 ---pagebreak--- (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 that 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 customer perspective.
(483) Third, with 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 various 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 issuing 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 available 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.
                                                         98
 ---pagebreak---  ---pagebreak---  ---pagebreak---          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 are both virtually nil, at [0-5]%, with
         the delta in the HHI being less than 150 390 . 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 currently 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 equity 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
         currently 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 indication 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 merger 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.
                                                         101
 ---pagebreak---  ---pagebreak---         from [20-30]% to [20-30]%. Bloomberg, DAX-STOXX/Qontigo (Deutsche Börse)
        and FTSE Russell (LSEG/Refinitiv) all have market shares exceeding [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. Indeed, 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 Notifying 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 administration 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 Transaction 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
        calculation 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 indices, 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 indices.
        Therefore, any supplier active in index licensing but not currently active in the
395 Replies to question 21 of Questionnaire 4.
                                                   103
 ---pagebreak---         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 incremental 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 to 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 the 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 representative 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.
                                                        104
 ---pagebreak---  ---pagebreak---         (C)        The Commission’s assessment
        (C.i)      Input foreclosure
Ability
(519) All responding competitors in leveraged loan market intelligence consider loan
        pricing and reference 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
        certain 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 rivals, 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 previously 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. [Competitor]
        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 customers, 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 include 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.
                                                         106
 ---pagebreak---         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 demands 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 data 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 the 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 competitors,
        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 settlement 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 loan 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 loan 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 Questionnaire 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.
                                                         107
 ---pagebreak--- (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 available 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 Notifying 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 Notifying 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
        downstream 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.
                                                         108
 ---pagebreak---          to the Notifying Party.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 market 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 percentage
         point of market share 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 calculated 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 downstream, the switching rates sufficient to
         create incentives are […].416 From a financial incentives perspective it would
         (conservatively taking into account the higher figure of upstream sales to the
         downstream market of USD […]) be sufficient that 3-5% of customers upstream add
         the S&P downstream product. More than 3% of respondents to the market
         investigation considered that they would add the S&P downstream 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 can 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.
                                                         109
 ---pagebreak--- (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 leader 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 competing 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 the ability and incentives to
         foreclose in the past, and effectively partially foreclosed access to LXIDs. Two
         competitors 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, as already mentioned above, the large majority of competitors 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.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 credible.
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 following
         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 following 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 considered 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.
                                                         110
 ---pagebreak---         use cases, restrict use of LXIDs when re-distributing to end-customers who are not
        licensed directly 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 and 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 includes 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 sufficient 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.
                                                         111
 ---pagebreak---  ---pagebreak--- (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 input 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 entity 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 offering.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 principle 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 3 rd or 4th player, behind Refinitiv
        and FactSet, and of comparable size to Bloomberg, 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 ratings 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 fundamentals 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 currently 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.
                                                         113
 ---pagebreak--- (556) From a customer perspective, views are mixed, with some customers considering it
         important to be able to match bank loan transactions/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 intelligence
            (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 likely 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 banks 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 globally, 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 concludes that no concerns arise also in case a wider market was considered.
434 Form CO, Chapter on Vertical Relationships, paragraph 3.15.
                                                          114
 ---pagebreak---  ---pagebreak---         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 credit 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 data.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 (Refinitiv,
        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 degrade 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 shares ([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 email 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.
                                                       116
 ---pagebreak---         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
        downstream 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 removing 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 higher market share and coverage
        than […], and could in turn restrict access to its credit ratings.
(570) However, in any case, no competitor expressed concerns with respect to customers
        switching away from their leveraged loan market intelligence product, if they no
        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 given 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 products 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.
                                                  117
 ---pagebreak---  ---pagebreak---         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
        considered 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 these 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
        respondent 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 2021 based on
    […]), see Notifying Party’s response to RFI 19, Annex 1.
                                                          119
 ---pagebreak---         (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 diverting 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, the Commission notes that in its assessment of
        the horizontal overlap in leveraged loan indices, some evidence pointed to IHSM
        being one of only two 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 responded 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 IHSM, 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 and 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]% respectively.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 Notifying 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 the 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.
                                                     120
 ---pagebreak---  ---pagebreak---         would be unlikely that customers would divert their business because of this.
        Furthermore, the Notifying 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 confirms 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 does 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 agency 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, several 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 Transaction.
        (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 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 credit ratings (downstream).
6.3.3.7. CDS pricing data (upstream) - Company 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.
                                                        122
 ---pagebreak---  ---pagebreak---         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 of 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 input 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 one complaint with respect to possible input foreclosure
        in relation to CDS 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 appear 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 that 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 CDS 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
        respondent 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.
                                                         124
 ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---         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 confirm 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
        important 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 identifiers 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 responding 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 Codes (upstream) and the plausible global market
        for cross-reference tools (downstream).
6.3.3.10. CUSIPs (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”) which 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.
                                                  128
 ---pagebreak---  ---pagebreak---                   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 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 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 fixed
                  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 significant
                  ramifications on its wider CUSIP business, as detailed above. And (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 currently 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 important 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 foreclosure. 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
    downstream activities. Customer foreclosure with respect to CUSIPs upstream is thus not considered
    further.
468 Minutes of call with ABA, 31 August 2021.
                                                        130
 ---pagebreak---         considered revoking the CUSIP license from S&P. …[it] would not hesitate to
        ensure that the contract is respected and would take 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 website 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 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 enforce this commitment. The extent
        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
        segment 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 ineffective. 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 inform 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 investigation 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.
                                                         131
 ---pagebreak---          (D)        Conclusion
(634) 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 CUSIPs (upstream) and indices downstream
         (regardless of the precise segmentation).
6.3.3.11. CUSIPs (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 including 473 :
         (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
                  payments, 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 administration 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 data 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 is not considered further in this Decision.
                                                           132
 ---pagebreak---  ---pagebreak---        (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 the 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, but 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 wish 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 to 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 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 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.
                                                       134
 ---pagebreak---         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.
(644) Fourth, and last, no respondent to the market investigation raised concerns in
        relation to the impact of the Transaction in any 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 relationships 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 instruments, 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 yield. 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 credit 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 ratings 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).
                                                         135
 ---pagebreak---  ---pagebreak---  ---pagebreak---          (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 commercial 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 strong 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 the 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 enforce 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 FRAND
         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 CRA 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/marketintelligence/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 rating 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.
                                                       138
 ---pagebreak--- (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 foreclosure 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 alternatives.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 that it is not realistic that S&P only makes 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 notes that “S&P as a cornerstone, global provider will
        have to maintain impartiality for ratings 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 significantly 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, the market share of S&P on the 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 considerably 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 its 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 Relationships, 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.
                                                        139
 ---pagebreak---           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 the 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) recommendations 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 antitrust)
          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 both 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 regulator
          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 ratin g
    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 conducted 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.
                                                           140
 ---pagebreak---        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 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
(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 create 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 and bond pricing data).
       (b)      Issuer solutions. IHSM offers BD Corporate, a CRM investor relationship
                platform. Credit 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 administration 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.
                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.
                                                     141
 ---pagebreak---  ---pagebreak---  ---pagebreak---          instances [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 of 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 markets.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 market 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 economic 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, Economic 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 narrow 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 any 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.
                                                        144
 ---pagebreak---         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 Notifying
        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 notes 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 assessed here, the downstream markets are of much smaller
        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
        regarding 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 Party 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 internal market in relation to the
514 Replies to 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.
                                                          145
 ---pagebreak---         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 (downstream)
        (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 composed 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 indices, 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 downst ream
    provider (with a small market share < [0-5]%), and which concerns use outside of a license, 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.
                                                         146
 ---pagebreak---         (D)         Conclusion
(692) 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 fixed income indices (upstream) and multi-
        asset indices (downstream).
6.3.3.16. Indices (upstream) – Desktop services, 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 services 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 than 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. Regarding 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 incentives, 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 would 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 further.
525 Notifying Party’s response to RFI 12, paragraph 22.2.
                                                         147
 ---pagebreak---          distribution of indices could risk 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 of 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 it 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 refusing 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 upstream 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 indices 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 to 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.
                                                          148
 ---pagebreak---  ---pagebreak--- (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 information]% 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 administration 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 make 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 the 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, indicating 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 customers to whom the Parties provide such
        services are self-indexing funds and banks, and thus are not close competitors of the
        Parties downstream.
(707) Second, the fact that both Parties currently supply index calculation and
        administration services despite their market presences downstream, and in particular
        S&P mostly supplies equity index calculation 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 that 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)        Conclusion
(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 Questionnaire 4 and question 57 of Questionnaire 5.
533 Form CO, Chapter on Vertical Relationships, Annex D6.
                                                        150
 ---pagebreak--- 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 share 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 segments 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, managed 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 competitors, 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 (minimal) 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 Commission 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 market 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 actions 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 Commission 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.
                                                        151
 ---pagebreak---        vertical relationships arising between managed corporate actions data (upstream) and
       equity indices (downstream).
6.3.3.19. Economic 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). Downstream 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 Moody’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 supply 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.
                                                       152
 ---pagebreak--- 6.3.3.20. Sector classification schemes (upstream) – Economic 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 estimated 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 TRBC (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 relevant 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 restricted 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 classification
       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 each 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 confirmed 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 other 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 did 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.
                                                   153
 ---pagebreak---  ---pagebreak---  ---pagebreak---         leading provider with a share estimated to be over [70-80]% in fixed 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 such 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 indices 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 that 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 between different categories of indices.
6.3.4.2. Conglomerate 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 investigated 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 Replies 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 “Depending on the sales strategy, the Transaction might have a negative impact on availabili t y /
    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 Conglomerate effects, paragraphs 4.124ff and 4.175ff.
                                                        156
 ---pagebreak---          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. Moreover, the 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 customer 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 other
         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 products 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 leverage 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 product 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 have 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 products;
    Moody’s has access to its own credit ratings issuance business to support its credit ratings data p ro d u ct s ;
    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 information]% 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.
                                                        157
 ---pagebreak---         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 customers 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 platforms, would have a
        degree of buyer power to resist anticompetitive 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 communications 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 platform, 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 purchase 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 with 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.
                                                         158
 ---pagebreak---  ---pagebreak---         ratings by preventing rival loan administration services from populating credit
        ratings data for customers with the requisite 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 data 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 customers 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 technically 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 feature 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, oftentimes 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 supplier 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 Questionnaire 9.
                                                        160
 ---pagebreak---         appear to fully reflect WSO’s market position. Indeed, in internal documents 560 ,
        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) Nevertheless, 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 to 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 expect 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 consider 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 impact 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 only 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 2021.
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.
                                                         161
 ---pagebreak--- (759) Various data relevant to the issuer and issuance are included 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 combination 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 issuance 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 does 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 together 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. Secondly, 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 that 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.
                                                     162
 ---pagebreak--- (765) Moreover, issuance platform customers do not consider credit ratings to be a key
        feature of their products.567 Instead, the top factors that 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 credit 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 example, 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 providers 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 engage in foreclosure as the two
        products are generally purchased independently.
(771) Moreover, as explained in Section 6.2.1above, customers tend to multi source 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 Transaction 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.
                                                        163
 ---pagebreak---         (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, following
        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 Merger Regulation.
(775) As set out in the Commission’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 considers 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, including the position of the parties and other 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 commitments, 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 the 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, paragraph 9.
575 Remedies Notice, paragraph 12.
576 Remedies Notice, paragraph 10.
                                                     164
 ---pagebreak---        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 Notifying
       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 alternative Commitments in case the Loan CUSIP Commitments remedy
       was not acceptable following a market test. These alternative Commitments consists
       in the divestment of the whole CUSIP Business (“the Initial CUSIP Commitments”).
(780) The Loan CUSIP Commitments include 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 licences 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 ABA, 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 information 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 the 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 contracts 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;
                                                 165
 ---pagebreak---              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 the 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 arrangement.
             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 benefit 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 argued 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:
                                                  166
 ---pagebreak---                  –        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 existing, 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 customer 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 necessary 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 linked 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.
                                                     167
 ---pagebreak--- (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 of 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, the same data vendor 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 business, 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 Questionnaire 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.
                                                     168
 ---pagebreak---         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 (via 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 practical 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 customers. 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 prevent 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 structure 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 Loan 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 business 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.
                                                  169
 ---pagebreak---         the same kind of infrastructure and pricing. 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 insisted 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 user 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 in 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 2021 (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. These 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 claims, 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.
                                                   170
 ---pagebreak---              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 CUSIP 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 CUSIP 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 divestment 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
       purchaser, for a period of up to 12 months, on terms and conditions equivalent to
601 Form RM, CGS Commitments.
                                                    171
 ---pagebreak---        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 required 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 wider 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 6.3.2.1with 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 commitments 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 others, 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);
                                                 172
 ---pagebreak---     In respect of any contracts used by the LCD/LLI Divestment 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, copyright 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 period
      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, under
      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 competition 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.
                                                   173
 ---pagebreak---         (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 6.3.3.1of 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 remove 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 essential 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 viability 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 both
        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 are 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, the 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 data, 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 considered 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.
                                                       174
 ---pagebreak---         favour of 24 months.614 As an adequate non-solicitation period 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 consider 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 Businesses 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 (currently 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 results 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 Questionnaire 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 Questionnaire R4.
623 Reply to question 11.1 of Questionnaire R4.
                                                        175
 ---pagebreak--- (820) The Final LCD/LLI Commitments differ from the Initial LCD/LLI Commitments on
        the following points:
                The final LCD/LLI Commitments do not 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 business (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 the 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 afforded 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 royalty-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 including 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 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, p. 1.
                                                      176
 ---pagebreak---       (C)        Commission’s assessment
(821) The Commission concludes that the Final Commitments regarding the LCD/LLI
      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 eliminate 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 the 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-Transaction, 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 Businesses 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 divestment 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 supply 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 entered into by the Parties are
      sufficient to eliminate the serious doubts as to the compatibility of the transaction
                                                  177
 ---pagebreak---         with the internal market in relation to the markets for leveraged loan market
        intelligence and leveraged loan indices.
7.      COMMODITY PRICE ASSESSMENTS AND MARKET INTELLIGENCE
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 specific
        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 to
        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 price 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 formal 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 PRAs, 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 assessment 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 provides 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.
                                                    178
 ---pagebreak---          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 along 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) assessment family, (iii)
         market, (iv) product and (v) geographic region. A commodity group constitutes
         broadly related commodities (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 level 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 assessments 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 Commission 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.
                                                            179
 ---pagebreak---         (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 not 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 assessments 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, spot 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 assessments 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 of 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 for 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, paragraph 10.1.
630 Notifying Party’s response to RFI 18, paragraph 2.2.
631 Notifying Party’s response to RFI 14, paragraph 22.4.
                                                         180
 ---pagebreak--- (848) The Notifying Party considers that in the present case, the precise product market
        definition should in any case be left open because the Transaction 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 assessing all the above-
        mentioned plausible segmentations of the market for 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
        products. Price assessments and broader 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 intelligence 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 substitutable 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 for 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 group 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 example, 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.
                                                      181
 ---pagebreak---         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 individual commodity/specification, they also suggest the
        relevant product market at 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 family 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 consider 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 all 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 appropriate 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 relevant 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.
                                                 182
 ---pagebreak---          (B)        The Notifying Party’s view
(859) The Notifying Party submits that the geographic market for price assessments is
         global.644 The Notifying Party 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 assessment 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 assessments’ 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 of
         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, but 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 question 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 than 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 including 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 loan market intelligence, securities and other identifiers, and macroeconomic data.
                                                          183
 ---pagebreak--- (865) IHSM supplies the following groups of market intelligence products: automotive
        data, trade and maritime data (including trade analytics 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 energy; (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 argue 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 from 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 Corporation / 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.
                                                        184
 ---pagebreak---         costs and time required, in particular 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 responding 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 and 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. First, 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 consider 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 activities 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 instance 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 commodity (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.
                                                        185
 ---pagebreak---         (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, respondents 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 intelligence).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, regarding 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 customers 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 material 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 value 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 seem 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.
                                                        186
 ---pagebreak---         “[there] is a 'family resemblance' between most commodities (cycles and
        correlations), so a well trained analyst or price reporter can 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 ease 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 requests (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 years 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 chain
        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 cargo 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 commodity 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.8837 - Blackstone / Thomson Reuters F&R Business,
    paras. 19 and ff, and cases cited.
                                                   187
 ---pagebreak---         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 regardless 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 customers, 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 investigation 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. Commodity price assessments
7.3.1.1. Competitive 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 prices (see Sections (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 constrained, both 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) the 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 reference 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 Questionnaire 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.
                                                       188
 ---pagebreak---         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 to
        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,
        including 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 prices).683
        (B)        The Commission’s assessment
        (B.i)      Benchmark prices, customer switching costs 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) becomes 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 relation 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 commodities 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 only for physical
        trading but is also referenced in financial derivatives.686
681 Form CO, Chapter on Price assessments, 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 assessment, 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.
                                                        189
 ---pagebreak--- (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 participants being strongly dissatisfied with 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 underlying 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 commodity 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 provider 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. Even
         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 likely
687 Form CO, Chapter on price assessments, Annex C.25.
688 Minutes of a call with a market participant on 11 March 2021.
689 Replies 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 exists. 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.
                                                           190
 ---pagebreak---          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
         innovative 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 benchmark 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 emerging 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 price 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 prevailing
         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 participant 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 commodities 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.
                                                        191
 ---pagebreak---           gather and access 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 Commissions (“IOSCO”)
          has established principles 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 Principles is not mandatory for providers of price
          assessments, such compliance 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 the 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
          Regulation (“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. Editorial 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 reflects 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 parameters 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 determine 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
                                                          192
 ---pagebreak---          because they are mirrored in the EU BMR as it applies to commodity price
         assessments.
(901) Finally, frequency 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 priced 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, the 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 requirement 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 trickier for non-
         PRA providers: “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 do.”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 agreements), 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.
                                                          193
 ---pagebreak--- (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 alternative 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 would 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 and 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. Financial 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 other 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 devoting 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 new 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 Questionnaire 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.
                                                        194
 ---pagebreak---         the majority of customers are not aware of any new successful 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 individual 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 advantage 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 considered 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 provided 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
        competitor set including only PRAs offer the most appropriate first proxy for
        assessing relative market positions of players in this market. But, for commodity
        groups where market investigation indicates that other non-PRA players provide
        credible alternative 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.
                                                        195
 ---pagebreak--- 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 horizontally 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 markets within the
        commodity group.730
7.3.1.3. Price assessments - Biofuels
        (A)        The Parties’ activities
(915) The Transaction gives rise to an affected market in the global market for biofuel
        price assessments (and plausible narrower segments based on assessment regions).
        Biofuels are an assessment family within agriculture commodity group, where S&P
        is active 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 Agribusiness).
(918) First, the Parties are strong providers of biofuel price assessments, 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 the 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 family
    other than biofuels (including on any plausible narrower segments based on assessment regions).
732 From CO, Chapter on Price assessments, paragraph 6.202.
                                                         196
 ---pagebreak---  ---pagebreak---          significant competitive constraints on these three providers. This is observable in the
         overlap 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 that
         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 provide 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 be at least 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 opportunities 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 benchmarks 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 price 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 negative 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.
                                                        198
 ---pagebreak---          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 these
         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 market 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 assessments. 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
    commodity.
749 Form CO, Chapter on Price assessments, paragraph 6.205.
                                                         199
 ---pagebreak---  ---pagebreak---         Platts, Argus and IHSM as the most important players in the price assessment
        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 large
        majority of these […] categories, there is 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 players 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’ views 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, according 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 current prices would be less likely to
        function as a benchmark.761
(941) Third, in addition, it is unclear how much of a constraint Argus could exert on the
        Parties post-Transaction. A large proportion of benchmarks provided by Argus are
        not standalone Argus assessments, 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 important 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 Price 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.
                                                        201
 ---pagebreak--- (942) The fact 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 the
         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 addition,
         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 years, 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
         assessments.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 have 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 of 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 would 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.
                                                        202
 ---pagebreak--- (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’ activities
(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 Party’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 assessment
(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 this 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.
                                                        203
 ---pagebreak---  ---pagebreak--- (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 assessment
         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 narrower 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 assessment 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 is unlikely to identify
    horizontal competition concerns in a merger concerning relevant markets with an HHI delta below 150,
                                                       205
 ---pagebreak---  ---pagebreak--- (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 assessment 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 segments based on assessment families
        and/or the assessment regions), 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 contract 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 segments.
(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, paragraph 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.
                                                      207
 ---pagebreak---  ---pagebreak---         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 regions), 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 assessments.
(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 families and/or
        assessment regions), where S&P is active through 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 Notifying 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.
                                                      209
 ---pagebreak---  ---pagebreak--- (992) The market investigation confirms 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 Platts, 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 paragraphs
        (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 ICE and CME), ICIS and other small PRAs (specifically
        General Index, Rim Intelligence and Energy Intelligence Group).
(997) Overall, none of these providers currently provides a benchmark in any of the
        categories where the Parties’ overlap, with one exception, namely 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 confirms 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 explains 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.
                                                         211
 ---pagebreak---          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/hedging 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 offers more interesting contract terms and have a
         more modern interface/infrastructure, the customer is not able to purchase 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 using different PRAs across the value
         chain (e.g. refined products and crude products) might create risks for customers,
         who would therefore prefer switching 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 increase 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’ internal 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 assessments.826 Many of
         them also raise concrete concerns that the 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 that 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 2021.
826 Replies to question 96 of Questionnaire 1 and question 106 of Questionnaire 3.
                                                           212
 ---pagebreak---         of competitors in an already 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, the 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 the 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 regions), where S&P is active through Platts,
        and IHSM through PCW and OMDC.
(1009) PCW is a PRA that offers daily price assessments for petrochemicals (specifically
        aromatics and light olefins), plastics 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 analysis, 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.
                                                        213
 ---pagebreak---  ---pagebreak---          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 shares 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 petrochemicals”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 reflected 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 documents 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 2021.
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.
                                                        215
 ---pagebreak--- (1022) As to OMDC’s position, virtually no customers consider OMDC as among the
         primary suppliers of petrochemical price assessments.840 The majority of customers
         do not consider OMDC as a particularly strong or innovative competitor. 841
(1023) Second, given their relative positions in the market, Platts and PCW therefore
         compete closely in this market. This is confirmed 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 Platts
         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 intelligence (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 from PRAs (as they do not
         follow the IOSCO PRA Principles)”846 . One customer explains that 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) Secondly, 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 documents, 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 IHSM (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 less 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 call with a customer on 26 August 2021.
849 Reply to question 9 of Questionnaire R2.
                                                        216
 ---pagebreak---         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 assessments are daily. Both of these
        characteristics are considered as important differentiating factors 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 pricing 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 benchmarks,
        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 petrochemicals 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 geographic 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 region).
(1032) 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.
(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 loss of competition between Platts and PCW. Customers 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.
                                                        217
 ---pagebreak---         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 above, 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
        functioning 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 competition 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 Transaction 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 PRAs. For
        example, a competitor explains: “Because of the range of physical characteristics
856 Replies to question 106 of Questionnaire 3.
857 Given that the Transaction raises serious 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 family 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.
                                                        218
 ---pagebreak---  ---pagebreak--- (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 exchanges (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 Transaction 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 th e
    plausible segments.
                                                         220
 ---pagebreak---  ---pagebreak--- (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 ones being Baltic Exchange and Argus.
(1058) Baltic Exchange is, alongside Platts, the main provider of shipping price assessments
        globally, according to the market investigation. Respondents consistently rank Baltic
        Exchange among the two largest providers 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 sources 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 price
        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 question 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 question 96 of Questionnaire 1.
                                                        222
 ---pagebreak--- (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 intelligence
(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 intelligence.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 provide data relating in particular
        to individual shipments (e.g. bill of lading, cargo weight, container information and
        product classifications), the companies involved, and relevant locations (e.g. country
        of origin / destination 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 trade 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 plausible 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 sales 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 time 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.
                                                         223
 ---pagebreak---  ---pagebreak---         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 consultancies 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 competitors 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 documents].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.
                                                         225
 ---pagebreak---  ---pagebreak--- (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, no 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 provided 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 competitive, 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 thereof (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 processing and distribution of oil and
         gas, following its extraction. Downstream and midstream energy market intelligence
903 See DOC_00001146, slide 3.
904 See DOC_00000597, 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 information and data search capabilities of the PIERS product is the reason we
    continue to use that product and have not found a similar product”. 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 Questionnaire Q3.
911 Presentation by a competitor of 25 June 2021 at 14:00, slide 6.
                                                         227
 ---pagebreak---  ---pagebreak---  ---pagebreak---         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 respective 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 midstream 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 competitor 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 views
        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, Table 3.1.
                                                         230
 ---pagebreak--- (1099) Some internal documents of the Parties however indicate that the Parties are
        particularly 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 notes 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 companies 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 offering long-term forecasts, including PCI Wood 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 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 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 Intelligence – 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 Notifying Party’s response to RFI 28, paragraphs 3.1 to 3.2.
                                                        231
 ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---         (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 investigation 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 market 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 respondent 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 relation 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 midstream 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 materially 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. However, the Notifying Party considers that for North American upstream energy, Enverus’
                                                        235
 ---pagebreak---  ---pagebreak---         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 foreclosure.
        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 other 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 arising 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 price assessments (upstream) and related market
        intelligence (downstream) for various commodity groups: agriculture (specifically
        biofuels), coal, LNG, freight rate forecasts, 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 purchased 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.
                                                       237
 ---pagebreak---  ---pagebreak---  ---pagebreak---          key downstream commodity market intelligence competitors do not purchase price
         assessments from the Parties.962
(1147) Therefore, 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 inputs.
(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.964 As the combined entity would have 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 competition 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 assessments (under any
         plausible market definition).
(1152) Price assessments are sold into a far wider 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 Parties generate from selling 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 agriculture 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’ customers] 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’ custo mers ]
    do not purchase oil price 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.
                                                          240
 ---pagebreak---          Parties’ purchases 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 of 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 between 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 intelligence, 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 generally 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 strategies 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 conglomerate 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.
                                                       241
 ---pagebreak---         would likely be price assessments, and in particular 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 assessments, 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 other 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 majority 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 benchmarks. 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) indicate 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.
                                                 242
 ---pagebreak---         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 other 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. One 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 insight 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 regions 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 Parties.
(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 call 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.
                                                         243
 ---pagebreak--- 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 global 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, the Parties offered to divest a package
        of two standalone businesses currently situated within IHSM: CMM and OPIS”,
        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) on 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 and
             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, databases, 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/CMM 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
                                                   244
 ---pagebreak---         platform), and ancillary commercial activities. The anticipated duration varies
        between 6 and 12 months 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 take 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 vary 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 Commission 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 competitiveness 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 respondents 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, an 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).
                                                          245
 ---pagebreak---         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 the 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 / decoupled 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 and 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 most 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 included in the Initial OPIS/CMM Commitments
        (reaching up to 48 months) may be excessive. One competitor explains 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 parties 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.
                                                        246
 ---pagebreak--- 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 price 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 obtained 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 its Agribusiness division. As further discussed in
991 In addition, they remove the entire overlap in additional market where no serious doubts were identified,
    namely the markets for LNG, metals, power and shipping price assessments.
                                                         247
 ---pagebreak---          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 Business 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 biofuel price
         assessments, we consider that serious doubts identified in Section 7.3.1.3. relate to
         the overlap between Platts and IHSM OPIS, and not 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 that 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 particularly 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 market intelligence
                  offering;
         (c)      Concerns raised by market participants 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. Virtually 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 concerns.”996 ; and
(1190) Therefore, the Commission considers 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 primarily 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 question 5 of Questionnaire R2.
996 Reply to question 5 of Questionnaire R2.
                                                          248
 ---pagebreak---         OMDC could be considered as critical for the viability of the OPIS/CMM Divested
        Business.997
(1191) In addition, the Commission considers that 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 incentive 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 transitional
        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 agreements 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 competitiveness 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 petrochemical 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 markets for biofuel, coal, oil
        and petrochemical price assessments.
8.      CONDITIONS AND OBLIGATIONS
(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 (including 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 Commitments, 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.
                                                       249
 ---pagebreak--- 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 Article 6(2) of the Merger Regulation and Article
       57 of the EEA Agreement.
                                                      For the Commission
                                                      (Signed)
                                                      Margrethe VESTAGER
                                                      Executive Vice-President
                                                250
 ---pagebreak---                                  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 (the “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 interpreted 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 Notice”).
 ---pagebreak---    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 Schedule, 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 received 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 Date.
   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.
                                                    2
 ---pagebreak--- 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 and 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 personnel 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
Divestment 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 Water 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 Period: the period of […] from the end of the First Divestiture Period.
                                              3
 ---pagebreak---    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. To carry out the divestiture, the Parties commit 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 Divestiture 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 (as provided in paragraph 45 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 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
                                                  4
 ---pagebreak---    (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, commitments 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 supply 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 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 Price Assessments Divestment
   Businesses.
   SECTION C.        RELATED COMMITMENTS
   Preservation of viability, mark etability 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 Businesses, 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 Price 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 reasonable steps, or procure that all reasonable steps are being taken,
            including appropriate incentive schemes (based on industry practice), to encourage
                                                   5
 ---pagebreak---               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 concerned 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 shall 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 separate 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 Divestment 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 independence 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 replace the Hold Separate Manager.
12. To 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 financial 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.
                                                     6
 ---pagebreak---     Ring-fencing
13. The Parties 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 Price
    Assessments Divestment Businesses and that any such Confidential Information obtained
    by the Parties before the Effective Date 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 Price 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 relating 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 potential 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 than 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 sufficient 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 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). The Parties shall submit a list of all potential 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 their receipt.
                                                    7
 ---pagebreak--- 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 as 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 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 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 agreements) 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, including 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 being 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 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 Price Assessments
    Divestment Businesses after the sale, taking account of the proposed purchaser.
                                                    8
 ---pagebreak---     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 the 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 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 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 intends 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.
                                                       9
 ---pagebreak---     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 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 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 Trustee, 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 the 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, in 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. To 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 separate of the Price Assessments Divestment Businesses from the
                      business retained by the Parties, in accordance with paragraphs 9 and 10 of
                      these Commitments;
                                                   10
 ---pagebreak---       (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 relating
                       to the Price Assessments Divestment Businesses,
                      in particular strive for the severing of the Price Assessments
                       Divestment Businesses’ participation in a central information
                       technology 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 holding 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 the 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
              memorandum 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 Commission, 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
                                              11
 ---pagebreak---               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 Commission, 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 attached 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 Trustee
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 purchase
    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 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 particular, 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 interests of the Parties, subject to the Parties ’ unconditional
    obligation to divest 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 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 the Parties.
                                                    12
 ---pagebreak---     III.      Duties and obligations of the Parties
33. The Parties 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 Parties’ 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 Divestment 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 meetings 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 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 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 keep 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 Indemnified 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 result 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 the 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 and 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 Period, the Divestiture Trustee may use advisors who served the Parties during
                                                    13
 ---pagebreak---     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 proprietary 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 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 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 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:
    (i)      the Commission may, after hearing the Trustee and the Parties, require the Parties
             to replace the Trustee; 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 referred 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 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 the Parties. Only in exceptional circumstances
    shall the Parties be entitled to request an extension within the last month of any period.
                                                    14
 ---pagebreak--- 45.      The Commission may further, in response to a reasoned request from the Parties 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 the Parties. 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
46.      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.
[signed]
……………………………………………………………………..
duly authorised for and on behalf of
IHS Markit Ltd
                                                      15
 ---pagebreak---                                                     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 following 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 Assessments Divestment Businesses in
                           the manner outlined in paragraph 2(ii)(b)) which contribute to the current
                           operation or are necessary to ensure the viability 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 relates 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 these 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 obligations under those contracts.
                                                           16
 ---pagebreak---     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 OPIS 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 Businesses, 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 the 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 licences, 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. To 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 Divestment 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
                                   17
 ---pagebreak---  ---pagebreak--- 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) not 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 competitiveness of the Price
    Assessments Divestment Businesses, that asset or adequate substitute will be offered to
    potential purchasers.
                                                 19
 ---pagebreak---  ---pagebreak--- 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 Table 1.4, which are the Key Personnel for OPIS (including PCW). The
       named leadership team individuals identified below represent the senior management 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]
                                                      21
 ---pagebreak---  ---pagebreak---  ---pagebreak---                             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 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 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 contracts or
 ---pagebreak--- 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 Street, 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 comprising 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/have 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.
Purchaser: 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 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 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.
                                                2
 ---pagebreak--- 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. To 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 Divestiture 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 accordance 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 (the “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
                                                      3
 ---pagebreak---    necessary to ensure the viability and competitiveness of the LCD Divestment Businesses, in
   particular:
   a)       all tangible 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 roadmaps) 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 industrial 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 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
                                                   4
 ---pagebreak---               replacement shall take place 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 will 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 Divestment 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 the 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 continued 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 replacement 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:
                                                   5
 ---pagebreak---        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 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
       c)       provide to potential purchasers sufficient information relating 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 the 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 following 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 Purchaser shall have obtained the consent of the Loan Syndications and
                Trading Association (“LSTA”) 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.
                                                      6
 ---pagebreak---          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 Trustee. 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, the 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 market. 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 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 Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect
         upon the commencement 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 experience 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 need to show credible plans to acquire equivalence or prior recognition following the end
    of relevant transition periods currently applicable, i.e. 31.12.2023.
                                                              7
 ---pagebreak---         Divestment Businesses, such success premium may only be earned if the divestiture takes
        place within the Trustee Divestiture 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 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 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 week 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.
                                                         8
 ---pagebreak---         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. To
                 that end the Monitoring Trustee shall:
                 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 Confidential 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
                              Businesses,
                         -    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;
                                                         9
 ---pagebreak---     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 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 that, 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 information 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 Commission, 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 proposed 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, whether 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 the 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.
                                                      10
 ---pagebreak--- 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 considers 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 effect 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 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
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 necessary 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 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.
31.     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 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 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.
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 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
                                                      11
 ---pagebreak---     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, recklessness, 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 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
    and other expenses incurred by the Trustee are reasonable. 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 they 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 according 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 procedure referred to in paragraphs 17-24 of these
    Commitments.
                                                    12
 ---pagebreak--- 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 relevant 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-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
43.      The Commitments shall take effect upon the date of adoption of the Decision.
[signed]
……………………………………
duly authorised for and on behalf of
S&P
                                                        13
 ---pagebreak--- 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, but 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 2c)) 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 assignment, S&P will
    use best efforts to obtain the consent of the relevant contracting parties to ensure the Purchaser receives th e
    benefit of all rights and obligations under those contracts on terms and conditions equivalent in all material
    respects to those at present afforded to the LCD Divestment Businesses.
                                                             14
 ---pagebreak---          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 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
                 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 Divestment 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 relevant
                 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, additional
                 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 Divestment 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)      Technology (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, through 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 Purchaser receives
    the benefit of all rights and obligations under those contracts on terms and conditions equivalent in all
    material respects to those at present afforded to the LCD Divestment Businesses.
                                                           15
 ---pagebreak---                  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. To 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 services, 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 competitiveness 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 shall 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 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 LCD
   Divestment Businesses, that asset or adequate substitute will be offered to potential
   purchasers.
                                                  16
 ---pagebreak---  ---pagebreak---                             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 Commission Consolidated Jurisdictional Notice under Council
         Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the
         "Consolidated Jurisdictional Notice ").
         CUSIP Divestment 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.
 ---pagebreak---        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 IHSM.
       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.
       Purchaser: 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 arrangements
       approved by the Commission in accordance with the procedure described in paragraph 17
       of these Commitments. To 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 effect the divestment of the CUSIP Divestment Business within the First
                                                       2
 ---pagebreak---    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 an exclusive mandate to sell the CUSIP Divestment Business in accordance with
   the procedure described in paragraph 29 in the Trustee Divestiture Period.
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 terms 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 Divestment 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 market 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
   competitiveness of the CUSIP Divestment Business, in particular:
   a)       all tangible and intangible assets (including the benefit of intellectual property rights);
                                                   3
 ---pagebreak---    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 Undertakings 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.
                                                  4
 ---pagebreak---     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 transaction, 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 Manager. 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
    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 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 particular, 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 to 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.
                                                   5
 ---pagebreak---        Due diligence
   13. In order to enable potential purchasers to carry out a reasonable 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 the 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 information 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 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 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 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
   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 situation 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
                                                       6
 ---pagebreak---                 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 September 2021) ;
       e)       The LSTA 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 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 CUSIP Divestment Business is being 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 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 Divestiture 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 the 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.
                                                      7
 ---pagebreak---     21. The Trustee shall be remunerated by 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 Divestment 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 proposed 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.
                                                           8
 ---pagebreak---         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 conditions 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 competitiveness and monitor
                 compliance by S&P with the conditions and obligations attached to the Decision. To
                 that end the Monitoring Trustee shall:
                 a)      monitor the preservation of the economic viability, marketability and
                         competitiveness of the CUSIP Divestment Business, 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
                         Commitments;
                 c)      with respect to Confidential Information:
                         -    determine all necessary measures to ensure that S&P does not after
                              the Effective Date obtain any Confidential Information relating to the
                              CUSIP Divestment Business,
                         -    in particular strive for the severing of 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
                              divestiture or as the disclosure is required by law;
                                                         9
 ---pagebreak---               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)       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 CUSIP Divestment Business 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 Commission, 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
              (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.
                                                    10
 ---pagebreak--- 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 particular, 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 interests 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 Divestment 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
                                                       11
 ---pagebreak---     Trustee, S&P shall cause the documents required for effecting the sale and 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 advisors.
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 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 reasonable. 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 (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 Regulation 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 purchasers, 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 Commitments.
    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. The 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.
                                                    12
 ---pagebreak---     41. Unless removed according to paragraph (1)(a)i)39 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
    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 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.
    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.
                                                        13
 ---pagebreak--- 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
                  agreement 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 Trading 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 Business 1;
         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 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 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 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 Purchaser receives
    the benefit of all rights and obligations under those contracts.
                                                            14
 ---pagebreak---    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 CUSIP 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. To 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
   Divestment 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 benefit 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
                                           15
 ---pagebreak---    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.
                                                   16
 ---pagebreak---