EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 02/06/2016

In electronic form on the EUR-Lex website under document number 32016M8031

EUROPEAN COMMISSION

Brussels, 02.06.2016 C(2016) 3542 final

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying parties

Dear Sirs,

1.On 04 May 2016, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which which the undertakings 3i Infrastructure plc ("3iN" of Jersey), ultimately controlled by 3i Group plc ("3i" of the United Kingdom), and U.S. WIG Holdings LP ("Wood Creek" of the U.S.), ultimately controlled by Massachusetts Mutual Life Insurance Company ("MassMutual" of the U.S.), acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of UK WIG I Limited ("WIG" of the United Kingdom) by way of purchase of shares..

1OJ 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.

2OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').

3Publication in the Official Journal of the European Union No C 174, 14.05.2016, p. 16.

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.

The business activities of the undertakings concerned are:

-- for 3i: investments, investment management and management advice in private equity, infrastructure and debt management. 3i's investments in infrastructure with a focus on utilities, transportation and social infrastructure sectors are primarily through 3iN;

-- for MassMutual: life insurance and other insurance products;

-- for Wood Creek: holding company. Wood Creek is controlled by Wood Creek Capital Management LLC ("WCCM"), which is active as investment manager, mainly focussed on private core capital assets and privately owned infrastructure, and in turn is controlled by MassMutual;

-- for WIG: management of communication towers and other wireless infrastructure. WIG is currently controlled by Wood Creek.

3.After examination of the notification, the European Commission has concluded that the notified operation falls within the scope of the Merger Regulation and of paragraph 5(b) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004.

4.For the reasons set out in the Notice on a simplified procedure, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.

For the Commission (Signed) Johannes LAITENBERGER Director-General

OJ C 366, 14.12.2013, p. 5.

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