Private equity firm Advent International has acquired a 100% stake in Enamor, a premium women’s innerwear brand in India, from India Alternatives, Faering Capital and the promoters for a combined equity value of ₹3.2 billion (US$45 million).
“[There was] one set of individual promoters and another set of institutional investors, with their own unique deal-related objectives and risk considerations,” Khaitan & Co partner Mayank Singh told India Business Law Journal. “This resulted in various rounds of parallel as well as joint negotiations on the transactions documents, and this also meant that the closing formalities had to be carefully coordinated.”
Singh said the deal was one of the small but increasing number of private equity-led control deals in India. The transaction is Advent’s eighth investment in India in the past four years. Its recent investments include snack brand DFM Foods, Aditya Birla Capital, innerwear brand Dixcy and rigid plastic packaging solutions company Manjushree Technopack.
Khaitan & Co represented Varenna Holdings and its affiliates, which are international companies of Advent International. Apart from Singh, principal associate Rohit Ambast and associate Akarshita Dhawan were part of the core team. The firm’s other lawyers worked on due diligence, regulatory, competition law, real estate and intellectual property law aspects of the deal.
On the due diligence aspect, the firm carried out a red flags due diligence while other professional advisers handled the tax and financial diligence.
“Challenges in terms of legal due diligence were two-fold,” said Ambast. “First of all, the target carried on a manufacturing operation, so the diligence of material contracts, licences, permits and regulatory filings was always going to be more extensive. And second, the target had been in the business for several decades, so a number of records and filings were not available in the expected digitised form, and a detailed on-site due diligence was needed.”
Ambast added that IP diligence was a key focus area for the firm. Dua Associates represented the promoters and Wadia Ghandy & Co represented the investors Faering and India Alternatives Fund. Enamor has 20 exclusive brand outlets and over 4,500 points of sale nationwide, predominantly in larger cities.