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competition clearance

The guidance tells you the tests. The record shows the application.

Coded from the ACCC's own determinations, questions and reasons — the claims it engaged with, the evidence it weighed, and what each became by decision. Behind it, the archive from when more of the file was public.

Case study · MA1000024-1 · live from the library

Pre-2026 regime · merger authorisation

Brookfield LP and MidOcean proposed acquisition of Origin Energy Limited

Granted With ConditionsApplied 5 Jun 2023 · Decided 10 Oct 2023 (127 days)full ACCC summary ↗

On 5 June 2023, Brookfield LP (Eos Aggregator (Bermuda) LP) and MidOcean Reef Bidco Pty Ltd applied for authorisation of the proposed acquisition by MidOcean of 100% of the ordinary shares in Origin Energy Limited and the proposed subsequent on-sale of the Origin Energy Markets business to Brookfield.

Brookfield already had related interests in AusNet (which runs electricity and gas transmission and distribution and behind‑the‑meter services), a half stake in smart‑meter provider Intellihub, and through Temasek (as LP investor) a connection to Jemena, which operates gas and electricity networks, creating potential overlap across network and metering services.

On 10 October 2023, after two extensions and two transparency letters the ACCC could not determine that the transaction would not substantially lessen competition, but decided to authorise the acquisition on the basis of a net public benefit. It required undertakings from the parties: Brookfield must ring‑fence Origin from AusNet, put information barriers around Intellihub and publicly report on the green‑build out; AusNet must ensure non‑discriminatory connections; and MidOcean must waive QCLNG information rights.

How the ACCC treated the claims

304 claims profiled — 285 submitter arguments + 19 ACCC-stated gaps. The ACCC engaged them 298 times, 9 drew no recorded finding (one claim can draw more than one); the tally below counts those 298 findings.

  • Accepted 66
  • Partially Accepted 123
  • Remedied By Undertaking 10
  • Rejected 67
  • Noted 12
  • Silent 20
Behavioural undertaking sufficiency ×81
Counterfactual argument ×77
Regulatory substitution ×36
Stated evidentiary gap ×19
Non-binding commitments ×17
Undertaking proposal ×11
Inference from absence of evidence ×11
Third-party endorsement ×8

Theories vs the ACCC’s assessment^

  • Public benefit claim ×12680% with · 86/107
  • Vertical foreclosure ×11168% with · 73/108
  • Coordinated effects ×2770% with · 16/23
  • Barriers to entry ×888% with · 7/8
  • Market definition contest ×680% with · 4/5
  • Countervailing power ×560% with · 3/5

^ 283 of 304 claims are tagged to a theory of harm (21 untagged). ×n is the claims tagged to that theory; the badge is, of those the ACCC actually weighed, the share it came out with (partial acceptance counts as with).

Who is on the record · 148 documents

  • Applicant 95
  • Regulator 22
  • Competitor 10
  • Consultant 8
  • Individual 4
  • Other 4
  • Target 2
  • Industry Body 1
  • Academic 1
  • Customer 1

Argument ↔ assessment · showing 8 of 285 arguments · 19 stated gaps below

Shell QGCCompetitormove: Undertaking proposaltheory: Coordinated effectsSeeks Conditions

With this transaction, MidOcean would be the first market participant to date, to hold an ownership interest in more than one of the the three east coast CSG to LNG joint ventures. MidOcean would thereby obtain detailed knowledge of both the APLNG and QCLNG projects.

“QGC is concerned that: (i) MidOcean will have detailed knowledge of two of the three major LNG projects on the east coast, including the resource and reserves positions and gas supply arrangements of both projects and (ii) MidOcean will be put in a position of needing to appropriately manage competitively sensitive information relating to QCLNG Project and the APLNG Project. QGC considers that it would be appropriate for robust ringfencing protocols and other appropriate measures to be put in place to ensure that MidOcean manages these sensitivities.”— Shell QGC’s submission in response to ACCC transparency letter, ¶¶8(h)–(i)
ACCC: Remedied By Undertaking

“The MidOcean Undertaking contains a commitment by MidOcean Energy Holdings Pty Ltd to waive its rights to receive certain sensitive information relating to QCLNG. It also requires MidOcean Energy Holdings Pty Ltd to delete or destroy any such information if it is received by MidOcean Energy Holdings Pty Ltd. The ACCC considers that this undertaking will reduce the ability of MidOcean Group to facilitate coordinated conduct between APLNG and QCLNG”

Reasons ¶4.46 record that the First Proposed MidOcean Undertaking "broadly addresses Shell QGC's concerns".

Applicants (Brookfield / MidOcean)Applicantmove: Non-binding commitmentsSupports Clearance

No undertaking is necessary to secure the green build-out because Brookfield's closed-end fund economics, dual financial and environmental transition objectives, reputational stake and co-investor mandates give a very high degree of confidence it will proceed. Concerns for discrimination between generators arising out of vertical integration of Origin and AusNet were countered by relying on AEMO's central role in the Victorian connection process. The overall need to balance market concerns against Australia's need to stimulate projects that contribute to the achievement of its decarbonisation objectives. Brookfield proposed a ring-fencing undertaking to reinforce the separation of transmission from retail and generation functions.

“Given these incentives, no undertaking is necessary in order for there to be a high degree of confidence that the green build-out will proceed: see paragraphs 859 – 873 of the Application.”— Applicants’ response to interested parties’ submissions, ¶¶4.1–4.3
ACCC: Partially Accepted

“The Applicants submit that Brookfield has financial and reputational interests to complete the renewables build-out of Origin, such that an undertaking of the kind proposed by Ampol is not necessary to ensure a high degree of confidence that the build-out will proceed.”

The ACCC recorded the own-incentives claim but still required s87B undertakings, including annual public reporting on the build-out — incentives alone were not treated as sufficient.

AmpolCompetitormove: Undertaking proposaltheory: Public benefit claimSeeks Conditions

Support is conditional: the claimed green build-out public benefits should be secured by an enforceable undertaking containing a firm commitment to build approximately 14 GW of new renewable generation and storage by 2033 (recognising that at the time of the application, the projects expected to deliver that outcome had not reached final investment decision stage for the estimated $20-30bn investment).

“Provided the enforceable undertaking given by the parties in relation to the Proposed Acquisition contains a firm commitment to building approx. 14GW of new (ie projects which have not yet reached FID) renewable generation and storage assets by 2033, Ampol is supportive of the Proposed Acquisition.”— Ampol, pp 1–2
ACCC: Partially Accepted

“The Brookfield Undertaking also requires Brookfield to publish annual reports on the progress of Origin in meeting the objectives of the proposed renewables build-out”

The final Brookfield Undertaking secures transparency (annual public reporting on build-out progress) rather than the enforceable ~14 GW construction commitment Ampol sought.

Shell QGCCompetitormove: Counterfactual argumenttheory: Coordinated effectsSeeks Conditions

As upstream seller to the Walloons gas aggregator, MidOcean will have access to sensitive price information and volumes. Appropriate and robust ring-fencing protocols should be put in place.

“MidOcean as an eventual Upstream participant and seller to Walloons will have visibility over sensitive price information and volumes.”— Shell QGC’s submission in response to ACCC transparency letter, ¶¶9(a)(ii)
ACCC: Remedied By Undertaking

“provide a written waiver in favour of QGC and Walloons that for the term of this Undertaking it waives any rights it may have under the QCLNG Arrangements to obtain Walloons East Coast Gas Sensitive Information.”

Applicants (Brookfield / MidOcean)Applicantmove: Undertaking proposaltheory: Coordinated effectsSeeks Conditions

Concerns for discrimination between generators arising out of vertical integration of Origin and AusNet were countered by relying on AEMO's central role in the Victorian connection process. The overall need to balance market concerns against Australia's need to stimulate projects that contribute to the achievement of its decarbonisation objectives. Brookfield proposed a ring-fencing undertaking to reinforce the separation of transmission from retail and generation functions, via the separate companies, with separate management teams and separate owners (ie, separate Brookfield-managed funds and separate parties investing alongside the Brookfield funds).

“Brookfield has proposed a ring-fencing undertaking to reinforce this separation.”— Applicants’ response to interested parties’ submissions, ¶¶1.4(c)
ACCC: Remedied By Undertaking

“The purpose of this clause 5 is to separate Brookfield Infrastructure's management of its interest in AusNet on the one hand and Brookfield Renewables' management of its interest in Origin Energy Markets on the other.”

As part of this separation, there will be two groups of Brookfield personnel that will manage Brookfield’s interest in one of AusNet or Origin and have no involvement in the other.

Shell QGCCompetitormove: Undertaking proposaltheory: Coordinated effectsSeeks Conditions

MidOcean's stakes in more than one joint venture will give it information about two of three projects (when other participants hold no more than one project stake).

“To date no party has an ownership interest in more than one of the three east coast CSG to LNG joint ventures; if both transactions complete MidOcean will be the first.”— Shell QGC’s submission in response to ACCC transparency letter, ¶8(g)
ACCC: Remedied By Undertaking

“a written waiver in favour of QGC and Walloons that for the term of this Undertaking it waives any rights it may have under the QCLNG Arrangements to obtain Walloons East Coast Gas Sensitive Information”

The ACCC considers that this undertaking will reduce the ability of MidOcean Group to facilitate coordinated conduct between APLNG and QCLNG.

ANZOthermove: Third-party endorsementtheory: Public benefit claimSupports Clearance

The scale of the energy transition challenge requires sophisticated operators who are able to make a significant capital commitment.

“we support the Proposed Acquisition, as it will bring considerable ambition, expertise and capital which will assist in driving the ongoing transformation of the NEM at a critical juncture. We see the public benefit of ongoing competition in the NEM and in that regard also recognise the scale of the transition, which will require substantial investment by existing and new market participants. Finally, we see that financially strong retailers that can appropriate manage their supply risk through owned and/or contracted generation capacity is also important to reduce price risk to their customers.”— ANZ, page 4
ACCC: Noted

“The ACCC notes the importance of revenue certainty for a developer to access project financing and begin development.”

TemasekOthermove: Behavioural undertaking sufficiencytheory: Countervailing powerSupports Clearance

Temasek entities are primarily presented as passive, minority investors with 9.9% of Origin and 40% of Jemena and has limited engagement with the operating companies in which it's fund holds an investment.

“As a 9.9% shareholder, ...other than certain reserved or fundamental matters that require the approval of [Confidential to Brookfield], decisions of the board will be taken by a simple majority vote.”— Temasek response to ACCC RFI dated 19 June 2023, ¶2.6
ACCC: Accepted

“The ACCC considers Temasek will have a limited ability to influence Jemena (or Actew AGL or United Energy) to favour Origin Energy Markets over its retail rivals or otherwise direct Jemena’s commercial strategy.”

Temasek will have limited control or involvement in the day to day activities of Jemena, and will not have the ability to provide sensitive information from Jemena to Origin.

What the ACCC said was missing — in its own words · 6 of 19

  • “the ACCC's current concerns are that the public organisational structure charts provided are not sufficiently detailed for market participants to meaningfully engage on the vertical integration effects of the proposed acquisition”

    — ACCC letter to Applicants re confidentiality claims, p 1

  • “while the ACCC considers that the Applicants have demonstrated an opportunity for the incorporation of new renewables technologies in Australia, including green hydrogen, there is insufficient evidence before the ACCC to conclude that: the development and delivery of new renewable technologies, and the result of earlier and more cost-efficient access to such technologies in Australia”

    — Reasons for Determination, ¶7.249

  • “The ACCC has received limited information from interested parties regarding Eraring’s possible closure date.”

    — Reasons for Determination,

  • “The ACCC did not receive any submissions from interested parties raising concerns about concentration resulting from MidOcean Group’s ownership of both a 1.25% interest in QCLNG and a 25.01% interest in APLNG.”

    — Reasons for Determination, ¶6.365

  • “The ACCC has received limited information from interested parties regarding the impact the Proposed Acquisition will have on retail electricity prices.”

    — Reasons for Determination, ¶7.233

  • “The ACCC has not been provided with sufficiently detailed information regarding [Redacted – Confidential] and therefore has not considered how this aspect of the Proposed Acquisition may result in direct employment benefits.”

    — Reasons for Determination, ¶7.268

Each of these is a point on which the regulator received limited market input.

Explore the context on the public record.

How it works
Screen the market · develop the framework
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Analyse the regulatory trends in the market surrounding these developments and prepare to engage. Updated overnight.

113 in Q3 2026, 292 across the new regime, to date
notifications on the register
176 in Q3 2026, 457 across the new regime, to date
waiver applications
24 in Q3 2026, 22 across the new regime, to date
business days — average decision window
1 in Q3 2026, 8 across the new regime, to date
notifications in Phase 2 detailed assessment
Q3 2026cumulative

01 · Preparing a transaction

See the questions the ACCC raised in comparable deals, the evidence that influenced the analysis, and the undertakings given to satisfy concerns.

notifications · waivers · remedies

02

Watching a market

Every matter touching your sector as it lands on the register — what the deal is, what the ACCC is asking about, and how similar concerns have been assessed and resolved over time.

03

Responding to consultation

The comment window is short. Start from the record: how concerns like yours have fared, and what past submissions showed to impress the regulator.

Transaction console

A workspace for the regulatory engagement process.

Open a structured workspace to assemble the evidence for submission to the ACCC. Use a template to approach development or apply the tools to steelman arguments against the ACCC's guidance, the lessons learned from previous transactions and current market commentary.

Notification
The information about comparable transactions and interest in the market.
Waiver
Whether the transaction has plausible grounds for a one-shot assessment.
Remedy
The undertakings the ACCC took in satisfaction of concerns, and the proposals relative to final outcomes.
Consultation response
A sourced submission, built inside the timeframe and in response to the questions raised.

Structured prompts

  • How do you identify the market?
  • Are there contract terms, exclusivity clauses, or dependencies on data, models or supply that the transaction would change?
  • Could coordination among the remaining players become easier or more stable — through information sharing, common ownership or structural links?
  • Would suppliers face a buyer strong enough to claw back the gains from their own business improvement investments?
  • Is there a behavioural or structural adjustment that might address your concern?

The prompts adapt to your context. A competitor gets asked about supply dependencies and switching. A customer, about alternatives and pass-through. An applicant, about the counterfactual. The console shows the methods that the ACCC may use in assessing these factors.

  1. Open/Alert
  2. Substantiate a claim
  3. Tagged notes
  4. Confidentiality claims
  5. Adviser review
  6. Export pack