India Business Law Journal reveals the most important deals and disputes of 2018 and the law firms behind them. Gautam Kagalwala reports

Last year mingled pleasure with pain for debt-strapped India, and many of the nation’s most notable deals in our annual Deals of the Year awards carry a tinge of bitter and sweet in their detail. Identifying the top 50 deals of the year was no easy feat, with many worthy contenders across areas of capital markets, M&A, intellectual property, and disputes.

The economy has been reeling under a loan crisis, but witnessed a ray of hope in 2018 with the Insolvency and Bankruptcy Code (IBC) providing relief to troubled creditors. Although enacted in 2016, IBC came into its own in 2018 with some landmark decisions paving the way for undoing the debt pile-up.

One of the big successes of the IBC was the sale of Bhushan Steel to Tata Steel. Telecom operator Aircel filing for bankruptcy due to a US$7 billion debt was also a major development. The code came as a shot in the arm for the thriving M&A sector, as financial and trade investors from India and abroad lined up to buy troubled assets. Owing to these ongoing developments, India Business Law Journal has introduced a new insolvency category into this year’s Deals of the Year report.

In other highlights, the merger of passive telecom infrastructure company Indus Towers with Bharti Infratel, creating the largest tower company outside of China, was noteworthy. However, of most note was the acquisition of Indian e-commerce platform Flipkart by American retail giant Walmart, a transaction considered to be the largest e-commerce deal to date.

The ghosts of the past caught up with Malvinder Mohan Singh and Shivinder Mohan Singh, who had sold Ranbaxy a 34.8% stake to Daiichi Sankyo in 2008. Delhi High Court allowed the enforcement of a ₹35 billion (US$510 million) arbitral award against the brothers over the sale, while the Supreme Court refused to intervene.

Meanwhile, the government won its first bilateral investment treaty arbitration after a London arbitration court dismissed the claim of Louis Dreyfus Armateurs over a cargo handling project the logistics company had withdrawn from.

METHODOLOGY

India Business Law Journal selected 50 landmark deals and disputes that were completed between November 2017 and November 2018 following intensive research and consultation. These deals and cases were chosen subjectively based on transactional data, submissions received from Indian and international law firms, and interviews with India-focused legal and corporate professionals.

In deciding the winning deals and cases, our editorial team evaluated the significance of all shortlisted contenders from a legal and regulatory standpoint. Deals were chosen not only for their size, but for the novelty and complexity of the transaction or case, and for any precedents that may have been established. The same criteria were applied in choosing the star deals.

CAPITAL MARKETS

DisputesInsolvencyMergers & AcquisitionsOther practices

Launch of Bharat 22 ETF fund by the Government of India

VALUEPRINCIPAL LAW FIRMS
US$2 billionCyril Amarchand Mangaldas
Perkins Coie
SNG & Partners

The Bharat 22 ETF new fund offer was hailed as the largest new fund offer in the history of India’s mutual fund industry. The government launched the Bharat 22 ETF in November 2017, which comprised shares of 22 companies including public sector undertakings, public sector banks, ITC, Axis Bank and L&T. The fund had received bids to the amount of ₹320 billion (US$4.4 billion), but the government retained only ₹145 billion.

“The government subsequently raised ₹84 billion through a further fund offer of the Bharat 22 ETF. The deal was instrumental for the government in reaching its disinvestment target,” said Rajesh Gupta, the managing partner at SNG & Partners. ICICI Prudential Asset Management and Kotak Mahindra Capital were advisers to the government for the creation and launch of the fund.

SNG & Partners, with partner Amit Aggarwal and senior associate Aditya Vikram Dua, was the domestic legal adviser to the Ministry of Finance’s Department of Investment and Public Asset Management, while Perkins Coie, with partner Bobby Majumder, was the international legal adviser. Cyril Amarchand Mangaldas advised both ICICI Prudential and Kotak Mahindra Capital, and partners Shagoofa Rashid Khan and Gokul Rajan worked on the deal.

STAR DEALSInfosys share buyback

VALUEPRINCIPAL LAW FIRMS
US$2 billionAZB & Partners
Perkins Coie
Baker McKenzie (London and Paris offices)
Latham & Watkins
Wilson Sonsini Goodrich & Rosati (US office)

Infosys bought back 113 million equity shares worth US$2 billion in its first buyback scheme since its founding in 1981. The deal had to comply with the buyback regulations of the Securities and Exchange Board of India (SEBI) and receive clearances from New York Stock Exchange and Euronext London and Paris, where it is listed. Post-extinguishment, Infosys had 2.18 billion shares, with the promoter group holding 12.9% of the shares.

“The requirements applicable to Infosys were higher and more onerous than any buyback transaction previously carried out by an Indian company,” said a representative of AZB & Partners. “Some of these provisions conflicted with the applicable Indian law. The company had to seek exemptive relief from the US Securities and Exchange Commission (SEC) over certain applicable provisions for undertaking the buyback. A big challenge was to harmonize the entire process given that there were conflicting requirements under laws of various jurisdictions. It took over six months of close interaction with the SEC, SEBI and AMF (French financial services regulator Autorité des Marchés Financiers) to resolve the complex regulatory challenges in undertaking the buyback.”

AZB & Partners was the Indian adviser to Infosys. The firm also advised Kotak Mahindra Capital and JPMorgan India, which were the managers for the buyback.

Wilson Sonsini Goodrich & Rosati advised Infosys on US law and Baker McKenzie advised Infosys in relation to French and UK law; Latham & Watkins advised Deutsche Bank Trust Company Americas, the depository that issued Infosys’ American depositary receipts.

Tata Steel’s rights issue

VALUEPRINCIPAL LAW FIRMS
US$1.9 billionAZB & Partners
Cyril Amarchand Mangaldas
Milbank Tweed Hadley & McCloy

Tata Steel, India’s biggest steel maker, carried out a simultaneous but unlinked rights issue of 155 million fully paid ordinary shares of face value of ₹10 each, not exceeding ₹80 billion, and up to 77 million partly paid ordinary shares of face value of ₹10 each, not exceeding ₹48 billion. The offering was the second-largest rights issue undertaken in India and the largest structured rights issue in India. The company planned to use ₹97 billion for the repayment of debt and ₹29 billion for general corporate purposes.

“The issue was one of the largest rights issues undertaken by a non-public sector entity,” said Yash Ashar, partner and head of capital markets at Cyril Amarchand Mangaldas. “Its unique structure of simultaneously issuing fully paid and partly paid shares involved detailed evaluation of legal implications of the structure to ensure compliance with various laws and to achieve the commercial objectives of the company. We also had to work with the company in connection with providing fair disclosure in relation to their potential business requirements.”

AZB & Partners was the Indian legal adviser to the lead managers, while Milbank Tweed Hadley & McCloy was the international legal adviser. Cyril Amarchand Mangaldas was the legal adviser to the issuer.

Preferential allotment by Axis Bank to various investors

VALUEPRINCIPAL LAW FIRMS
US$1.6 billionAZB & Partners
Kirkland & Ellis
Shardul Amarchand Mangaldas & Co

Axis Bank’s raising of equity and equity-linked capital of ₹116 billion from a set of marquee investors was one of the largest private equity investments in India’s banking sector.

Notably, Bain Capital invested ₹68 billion in the listed private sector bank. Axis Bank planned to use the capital to bolster its capital adequacy and support the growth of its core business and subsidiaries. The bank raised ₹90 billion through the issuance of equity and the remaining ₹26 billion by issuing warrants to the investors.

AZB & Partners advised Bain Capital and Anil Kasturi was the lead on the matter; Kirkland & Ellis was the foreign legal adviser for Bain Capital.

“[This was] one of the few private equity investments in a private sector bank, and the first instance of issuance of warrants by a private sector bank. The deal involved examination of complex FDI considerations as well as issues under [Reserve Bank of India] RBI regulations relating to acquisition of ownership in private sector banks,” said an AZB representative of their role. Shardul Amarchand Mangaldas & Co advised Axis Bank.

HDFC’s preferential allotment

VALUEPRINCIPAL LAW FIRMS
US$1.6 billionAZB & Partners
Nishith Desai & Associates
Wadia Ghandy & Co

HDFC raised about US$1.6 billion through a preferential allotment of 65 million equity shares to a group of investors including KKR, GIC, Ontario Municipal Employees Retirement System (OMERS) and PremjiInvest. GIC acquired 30 million shares, while OMERS acquired 10 million scrips.

“The entire capital infusion was carried out within a week. The matter involved several rounds of negotiations with the investors and advising the clients on several issues pertaining to closing of the transaction,” said Subashini Radhakrishnan, a partner at Wadia Ghandy & Co.

Wadia Ghandy & Co advised HDFC; AZB & Partners advised KKR; Nishith Desai & Associates advised GIC.

Delisting of Vedanta Resources from London Stock Exchange

VALUEPRINCIPAL LAW FIRMS
US$1.1 billionAllen & Overy
Ashurst
Harneys
J Sagar Associates
Latham & Watkins
Uteem Chambers

Vedanta chairman Anil Agarwal’s family trust Volcan Investments offered US$1.1 billion to delist Vedanta Resources from the London Stock Exchange in October 2018. Volcan already owned nearly 67% of Vedanta Resources before the announcement was made to acquire the rest of the stock. “The financing involved complex issues around the UK takeover code requirements as well as complex structuring issues with respect to the security package, which cut across multiple jurisdictions including England, Mauritius, India, Cyprus and the Bahamas,” said a representative of Allen & Overy.

Allen & Overy advised Credit Suisse and Standard Chartered Bank as the arrangers and lenders. Ashurst advised Volcan with partner Tom Mercer as the lead on the deal. Latham & Watkins advised the independent directors of Vedanta, J Sagar Associates advised the lenders in India, Uteem Chambers advised the lenders in Mauritius and Harneys advised the lenders in Cyprus.

Coal India’s offer for sale

VALUEPRINCIPAL LAW FIRMS
US$750 millionHerbert Smith Freehills
Khaitan & Co
Shardul Amarchand Mangaldas & Co
Squire Patton Boggs

The offer for sale (OFS) of shares by Coal India Limited (CIL) was the largest divestment transaction by the government in 2018. The government sold a 3.1% stake in the company in an effort to meet its ₹800 billion divestment target. Retail and institutional investors bought over 180 million shares in CIL. The government held a 78.3% stake in CIL prior to the OFS. The government had sold a 10% stake in the company in 2015 through a similar route.

Herbert Smith Freehills acted as international legal adviser and Khaitan & Co acted as Indian legal adviser to CIL. Squire Patton Boggs (SPB) advised the brokers Axis Capital, Kotak Mahindra Capital, ICICI Securities, SBI Capital Markets and JM Financial and Shardul Amarchand Mangaldas & Co acted as Indian legal adviser to the brokers.

SPB partner Biswajit Chatterjee was the lead for the firm and was assisted by Kaustubh George, Anandee Banerji and Nabil Shadab.

OPC Asset Solutions’ securitization of mobile lease receivables

VALUEPRINCIPAL LAW FIRMS
US$701 millionJerome Merchant + Partners
Trilegal
Wadia Ghandy & Co

OPC Asset Solutions became the first company to raise money by securitizing future rent receivables from Reliance Retail in a ₹50 billion (US$701 million) transaction. OPC Asset Solutions leased mobile handsets to Reliance Retail on an operating lease model and pass-through certificates, backed by rental income due from Reliance Retail, were created in a special trust called Rainbow Devices Trust.

Wadia Ghandy & Co was the legal adviser in relation to the securitization of the future rent receivables. The firm was represented by partners Ashish Ahuja and Nihas Basheer. Trilegal advised Aditya Birla Mutual Fund and was led by partner Ameya Khandge.

Bandhan Bank IPO

VALUEPRINCIPAL LAW FIRMS
US$672 millionAZB & Partners
Khaitan & Co
Clifford Chance
Cyril Amarchand Mangaldas

Kolkata-based Bandhan Bank is the first banking company based in the eastern region of India to make a public offering on the stock markets. The US$672 million offering was the largest IPO by an Indian bank to date and was oversubscribed 14.63 times.

Bandhan, which started out as a microfinance company, became a bank in 2014, making it one of the newest lenders in the country. After a bumper stock market debut, it became the eighth-most valuable bank on the bourses, bypassing bigger rivals.

The transaction was complex as it was one of the few instances where there were common private equity investors, both at the issuer level and the promoter level.

Khaitan & Co and Clifford Chance acted as Indian and international legal counsel to the book running lead managers, respectively. AZB & Partners acted as Indian legal adviser to the selling shareholders. Cyril Amarchand Mangaldas acted as the legal adviser to Bandhan Bank.

STAR DEALSHindustan Aeronautics IPO

VALUEPRINCIPAL LAW FIRMS
US$649 millionBaker McKenzie
Cyril Amarchand Mangaldas

Hindustan Aeronautics (HAL), India’s largest defence public sector enterprise, raised US$649 million from an initial public offering on India’s stock markets. The Indian government-owned company is engaged in the design, development, manufacture, repair, overhaul, upgrade and servicing of a wide range of products including, aircraft, helicopters, aero-engines, avionics, accessories and aerospace structures.

This was the first IPO in the promising Indian defence sector. The deal was unusual in the sense that several aspects of Hindustan Aeronautics’ business were confidential given their sensitive nature, and required “co-ordination with and relief from the Ministry of Defence, Government of India, and the Securities and Exchange Board of India”. The deal took up to seven years to bring to market and heralded the opening up of the India defence sector.

Cyril Amarchand Mangaldas was the Indian legal adviser to the underwriters. Baker McKenzie advised Hindustan Aeronautics and the Government of India on matters relating to US securities law in connection with the initial public offering of equity shares of Hindustan Aeronautics’ equity shares.

STAR DEALSJaiprakash Associates’ exchange offer

VALUEPRINCIPAL LAW FIRMS
US$150 millionBaker McKenzie
Clifford Chance
DLA Piper
Hogan Lovells Lee & Lee
Shardul Amarchand Mangaldas & Co

Debt-ridden Jaiprakash Associates exchanged its US$150 million foreign currency convertible bonds (FCCB) due in 2017 with those maturing in 2020-21. The bonds were issued in September 2012 with a coupon rate of 5.7%.

The bondholders agreed to exchange their current bonds for FCCBs, worth US$38 million for a coupon rate of 5.7% and maturing in 2021, and amortizing bonds worth US$81 million with a 4.7% coupon rate that mature in 2020.

According to the legal advisers, the restructuring of the existing bonds was the result of extensive negotiations with an ad hoc committee of lead bondholders. It is one of the rare instances where substitution of the existing convertible bonds with a series of convertible bonds and a series of amortizing bonds took place through a vote of the bondholders in accordance with a consent solicitation exercise. In addition, these are the first amortizing bonds listed on the Singapore Exchange Securities Trading that were not issued pursuant to any debt issuance programme.

Sindicatum Renewables’ INR denominated green bonds

VALUEPRINCIPAL LAW FIRMS
US$40 millionAllen & Overy
Dechert
Drew & Napier
Norton Rose Fulbright

Sindicatum Renewable Energy became the first Singaporean company to issue a green bond in Indian rupees. Sindicatum issued a dual tranche, unsecured wrapped and rated bond in Asia with a maturity of seven years, which was guaranteed by GuarantCo.

“This deal was innovative as it was the first international green bond issued in accordance with both the ICMA’s [International Capital Market Association] Green Bond Principles 2017 and the ASEAN Green Bond Standards,” said Allen & Overy partner Jeremy Stoupas. “The bonds are also the first international bonds guaranteed by GuarantCo, a supranational organization sponsored by the five G12 governments of UK, Australia, Sweden, Switzerland and the Netherlands.”

Norton Rose Fulbright advised GuarantCo on all aspects of the bond documentation, negotiating with Sindicatum as issuer and ING as arranger and liaising with Moody’s as rating agency. Allen & Overy advised ING Bank as sole lead manager and bookrunner on the issuance, while Dechert advised Sindicatum.

True North’s category II alternative investment fund

VALUEPRINCIPAL LAW FIRMS
N/ADSK Legal
K&L Gates

Private equity fund True North established a category II alternative investment fund (AIF) under the SEBI (Alternative Investment Funds) Regulations, 2012. The fund was set up as a “fund of funds”, which means it is meant to only invest in other funds and not portfolio companies. DSK Legal, which assisted True North in setting up the fund, said this was one of the very few funds of this nature that obtained approval of SEBI. The DSK Legal team comprised co-founding partner Satish Kishanchandani, partner Hemang Parekh and senior associate Ishita Luthra.

“The biggest challenge was to address complex requirements of various investors within the AIF regulatory framework,” said Kishanchandani. “Considering there were significant foreign investors involved, we also had to address the concerns of the offshore counsel in a time-bound manner.” K&L Gates was True North’s offshore legal counsel.

NSE tri-party repo platform

VALUEPRINCIPAL LAW FIRM
N/AJuris Corp

The National Stock Exchange (NSE) launched the tri-party repo Market platform in its debt segment to facilitate repo on corporate debt securities. This will allow NSE to act as a tri-party agent to borrowers and lenders and offer an online order matching and multilateral platform to facilitate repo transactions.

Juris Corp acted as adviser to NSE and Jayesh H was the partner in charge of the matter. He was supported by principal associate Nikita Chawla and associate Smrithi Nair.

“In order to deepen the repo market, in particular the corporate bond market in India, the Reserve Bank of India (RBI) in August 2017 permitted tri-party repos, and allowed stock exchanges and their clearing corporation to take up the role of tri-party repo agents,” said Jayesh H.

Juris Corp advised on the structure and work flow mechanism of the tri-party repo segment including to ensure compliance with the extant laws, providing opinions on different aspects including bankruptcy issues, collateral management and the basic structure of the model of the tri-party repo platform required to be submitted to the RBI.

DISPUTES

Capital marketsInsolvencyMergers & AcquisitionsOther practices

Supreme Court stays NCLAT order in alleged cement cartel case

VALUEPRINCIPAL LAW FIRMS
US$1.6 billionL&L Partners
Phoenix Legal
Shardul Amarchand Mangaldas & Co
Trilegal

The Supreme Court stayed a US$1.6 billion penalty imposed by the Competition Commission of India (CCI) on 11 cement companies for alleged cartelization. In a price fixing case filed by the Builders Association of India, the CCI had found that the cement companies used the Cement Manufacturers Association as a platform to fix cement prices, as well as limit and control production and supply of cement.

This intriguing case is likely to set benchmarks upon its conclusion. The Supreme Court stay came after the National Company Law Appellate Tribunal had upheld the CCI order. Though the Supreme Court was inclined to dismiss the case in its first hearing, it later issued an interim stay and directed the companies to deposit 10% of the penalty.

Read more:
Analysis: the cement price-fixing dispute – VASANTH RAJASEKARAN of Phoenix Legal provides an insider’s perspective

Phoenix Legal represented the Builders Association of India. Trilegal represented Ambuja Cements and Nuvoco Vistas, Shardul Amarchand Mangaldas & Co represented ACC, and L&L Partners represented Jaiparakash Associates.

STAR DEALSDaiichi Sankyo v Malvinder and Shivinder Singh

VALUEPRINCIPAL LAW FIRMS
N/AP&A Law Offices

Delhi High Court and the Supreme Court both gave their approval for the enforcement of a ₹35 billion (US$490 million) arbitral award against the former promoters of Ranbaxy, brothers Malvinder Singh and Shivinder Singh. The amount was the highest damages awarded against Indian nationals to date.

“It is not merely a case of litigation and enforcement of an arbitral award … it has become a case study in Japan and other jurisdictions of the challenges of doing transactions in India. The case was decided in Daiichi’s favour very quickly and effectively by the Indian courts showing the strength of the Indian judicial system,” Anand Pathak, managing partner of P&A Law Offices, told India Business Law Journal after the court ruling. New Delhi-based P&A Law Offices represented Daiichi Sankyo.

The Singapore arbitration court found that the Singh brothers and others made false claims, and misrepresented and concealed the severity of US regulatory investigations of Ranbaxy when Daiichi Sankyo bought a 34.82% stake for US$2.4 billion in 2008.

Jatin Das v Union of India

VALUEPRINCIPAL LAW FIRM
N/AAnand and Anand

In March 2012, renowned artist and Padma Bhushan awardee Jatin Das found his 10-metre tall sculpture built for Steel Authority of India in Bhilai, Chhattisgarh, had been dismantled, damaged and relocated to a zoo.

He filed for a permanent injunction with Delhi High Court for infringement of his special rights, namely moral rights.

The defendants contested the suit on the ground that the sculpture was removed for the construction of a flyover in the area. However, the court in August 2018 called for the formation of a committee with regards to restoring the sculpture and relocating it to a suitable location.

The committee was constituted comprising: the secretary, Ministry of Culture; secretary, Ministry of Steel; a director-general of the Indian Council for Cultural Relations; Rajiv Lochan, former director at the National Gallery of Modern Art; and Kirtiman Singh, the standing counsel to the government.

Jatin Das was represented by Anand and Anand.

STAR DEALSLouis Dreyfus Armateurs – investment treaty arbitration

VALUEPRINCIPAL LAW FIRMS
N/AFoley Hoag (US and France office)
J Sagar Associates

India won its first bilateral investment treaty arbitration after the London-based Permanent Court of Arbitration (PCA) dismissed a US$36 million claim by Louis Dreyfus Armateurs (LDA). The French logistics company had entered into an arbitration with the government over its investment in a cargo handling project at Haldia Bulk Terminal that it had to withdraw from in 2012 citing interference from other parties and mounting losses.

However, the PCA held that the company was not entitled to protections under the Bilateral Investment Promotion & Protection Agreement between India and France.

J Sagar Associates advised LDA and Farhad Sorabjee was the partner on the matter.

Partners Mark Clodfelter and Constantinos Salonidis from Foley Hoag represented the government.

STAR DEALSPhilips’ standard essential patent litigation

VALUEPRINCIPAL LAW FIRMS
N/AAnand and Anand

The judgment by Delhi High Court in the Philips standard essential patent (SEP) litigation dispute was the first of its kind in India. The court delivered a common judgment in two suits, namely against Rajesh Bansal and Bhagirathi Electronics. Philips initiated the suit in 2009 after the two parties did not respond to its licensing requests for the use of patented (and standard essential) technology in its DVD-ROM players.

“The fate of several SEP holders (either individuals or members of a conglomerate) hung in the balance, since courts in India were hearing disputes without the benefit of any case law on this field. With the Delhi High Court decision, disputes can now be resolved in finality by judges across India, taking a leaf from Philips’ booklet,” said a representative at Anand and Anand.

The court held that Philips’ DVD-ROM patents were held to be standard essential and that their patents were infringed. The defendants have appealed for a dismissal of the judgment. However, Delhi High Court has refused to grant a stay on its operation.

Toyota Jidosha Kabushiki Kaisha v Deepak Mangal

VALUEPRINCIPAL LAW FIRMS
N/ASingh & Singh

Toyota was able to restrain Prius Auto Industries from using the trademarks “Toyota” and “Innova” at the lower courts. However, a division bench of Delhi High Court held that Toyota had failed to establish trans-border reputation of the mark “Prius” at the time when it was adopted by Prius Auto Industries.

The Supreme Court, too, ruled in favour of Prius Auto Industries and reiterated that intellectual property rights are territorial and not global in nature.

It held that the plaintiff had not supplied enough proof of its reputation in the Indian market. The defendant had registered the mark in 2002.

“The Supreme Court in this landmark judgment has reiterated the fact that trademarks are territorial in nature. Further, the court held that the burden of proof for establishing trans-border reputation has to be seen on a higher scale,” said Sudeep Chatterjee, partner at Singh & Singh. Singh & Singh represented Prius Auto Industries in the matter.

Union of India v Vodafone Group bilateral investment dispute

VALUEPRINCIPAL LAW FIRMS
N/ADMD Advocates
Kachwaha & Partners

The Delhi High Court, in the first bilateral investment dispute to come up before Indian courts, refused an injunction sought by the Indian government against an arbitration initiated by Vodafone under the India-UK Bilateral Investment Promotion and Protection Agreement (BIT).

Vodafone had earlier initiated arbitral proceedings on the same issue under the India-Netherlands BIT. But the Indian government cried foul when the India-UK BIT arbitration was initiated, and accused the company of abusing the process. The court observed that Vodafone had offered to consolidate the proceedings under the Netherlands treaty with the arbitration under the India-UK BIT, thus avoiding the possibility of relief being granted twice, as well as conflicting awards.

The ruling by Justice Manmohan said it cannot be presumed that “filing of multiple claims by entities in the same vertical corporate chain with regard to the same measure is per se vexatious”.

India is facing a spate of BIT disputes and this will be a fundamental decision going forward as the judgment lays down seminal law on the subject of investment arbitration.

DMD Advocates represented Vodafone and Sumeet Kachwaha was the amicus curiae in the case.

INSOLVENCY

Capital marketsDisputesMergers & AcquisitionsOther practices

STAR DEALSAircel’s corporate insolvency resolution

VALUEPRINCIPAL LAW FIRMS
US$7 billionJ Sagar Associates

Aircel and its subsidiaries Aircel Cellular and Dishnet Wireless were the first telecom operators to seek an insolvency resolution under the Insolvency and Bankruptcy Code (IBC), 2016, as corporate debtors. The company and its subsidiaries filed for bankruptcy owing to an inability to restructure its large debt and secure funding following talks with financial lenders and shareholders.

J Sagar Associates advised Aircel and its subsidiaries in relation to the corporate debtor filing. “This was the first filing under IBC by companies that are in the retail business and having an aggregate debt of more than ₹500 billion (US$7 billion),” said a J Sagar Associates representative.

“Given the scale and size of its operations and being in a regulated business, the interests of all stakeholders had to be kept in mind in light of Aircel’s decision to file under IBC and Aircel had to be advised of possible consequences and implications. Partners Dina Wadia, Divyanshu Pandey, Varghese Thomas and Aditya Rathi represented the firm on the matter.

STAR DEALSTata Steel’s acquisition of Bhushan Steel

VALUEPRINCIPAL LAW FIRMS
US$5.2 billionAZB & Partners
L&L Partners
Shardul Amarchand Mangaldas & Co

The Tata Steel subsidiary Bamnipal Steel in May 2018 took a 72.65% controlling stake in Bhushan Steel after receiving permission from the National Company Law Tribunal (NCLT). Bhushan Steel was one of the 12 companies identified by RBI as one of the banking sector’s largest distressed assets. It became the first company on RBI’s list to be resolved successfully under the insolvency and bankruptcy code (IBC).

As part of the settlement, Tata Steel was to pay ₹352 billion to Bhushan Steel’s financial creditors, as well as ₹12 billion to the operational creditors over 12 months. Tata Steel’s acquisition resulted in the recovery of 62% of the principal amount Bhushan Steel owed to its 53 lenders. “Unlike typical M&A transactions, this did not involve an identified seller and there is no support available from the promoter group of the company,” said Shameek Chaudhuri, a partner at AZB & Partners who was the lead on the M&A leg of the transaction.

“The jurisprudence with respect to the corporate insolvency resolution of distressed companies under the IBC is extremely nascent and there were no available precedents on this transaction, which made it truly unique and trend-setting for all the other corporate insolvency resolutions for distressed companies.”

AZB & Partners advised Tata Steel, Shardul Amarchand Mangaldas & Co advised the committee of creditors (CoC) of Bhushan Steel and L&L Partners advised the resolution professional Vijaykumar V Iyer.

Rafael Advanced Defense Systems’ rollback of liquidation

VALUEPRINCIPAL LAW FIRM
N/AAdvaita Legal

Israeli company Rafael Advanced Defense Systems began the voluntary winding up of its Indian subsidiary. However, after getting an opportunity to bid for a government tender, the company was able to rollback this process shortly before the delivery of the final order for the subsidiary’s closure.

The transaction was the first of its kind, according to Advaita Legal. The firm assisted the company in the voluntary winding up process and its rollback. “This transaction was complex, as there is no specified legal provision or procedure for withdrawal of voluntary liquidation process once filed before the National Company Law Tribunal,” said Sushil Mehta, senior principal at Advaita Legal.

The deal was led by partner Atul Dua, who was supported by Mehta, senior associate Mansi Chadha and associate Jeet Kumar. “There was immense pressure from the client, as there was a government bid to be moved within the prescribed timeline, under the name of the entity which was approaching a voluntary liquidation process. Accordingly, our team did its best to complete the assignment within the tight timeline,” said Dua.

STAR DEALSBirender Kumar v Adel Landmark Limited

VALUEPRINCIPAL LAW FIRM
N/ASingh & Associates

Singh & Associates represented and defended Adel Landmark at the National Company Law Tribunal and National Company Law Appellate Tribunal. The appellant, Birender Kumar, sought the admittance of an application under section 9 of the Insolvency and Bankruptcy Code, 2016, for initiation of the corporate insolvency resolution process. However, the application was dismissed on the grounds of non-disclosure of a pending winding-up application before the high court. The tribunal held that the appellant was precluded from forum shopping, and sought to discourage suppression of material facts.

MERGERS & ACQUISITIONS

Capital marketsDisputesInsolvencyOther practices

STAR DEALSVodafone-Idea Cellular merger

VALUEPRINCIPAL LAW FIRMS
US$23.2 billionAllen & Overy
AZB & Partners
Bharucha & Partners
DMD Advocates
S&R Associates
Shardul Amarchand Mangaldas & Co
Slaughter and May
Vaish Associates

The Vodafone-Idea Cellular merger, which at US$23.2 billion is the largest M&A transaction by value in India, has redrawn battle lines in the volatile Indian telecom sector. This is a groundbreaking deal, as the second and third-largest telecom operators decided to join hands in the face of intense competition from newcomer Jio and the earlier market leader, Airtel.

Vodafone India and Idea Cellular announced their merger in March 2017 and completed it in August 2018, creating the largest telecom operator in India with more than 400 million customers and a 35% market share. Vodafone will own a 45.1% of the combined company upon the transfer of a 4.9% stake to Aditya Birla Group for US$579 million. The Aditya Birla Group will own 26% of the new company.

DMD Advocates, Slaughter and May, S&R Associates and Shardul Amarchand Mangaldas & Co advised Vodafone. Allen & Overy, Vaish Associates, Bharucha & Partners and AZB & Partners advised Idea Cellular.

Walmart’s acquisition of Flipkart

VALUEPRINCIPAL LAW FIRMS
US$16 billionAllen & Gledhill
Dentons Rodyk & Davidson
Gibson, Dunn & Crutcher
Gunderson Dettmer
Hogan Lovells
Khaitan & Co
Shardul Amarchand Mangaldas & Co

India’s hyper-competitive e-commerce sector entered a new phase in 2018 with the world’s largest retailer, Walmart, making an entry into India with the acquisition of a 77% stake of Flipkart for approximately US$16 billion.

Flipkart, one of the two largest e-commerce platforms in India along with Amazon, helps Walmart establish a beachhead in India. Walmart, which operates 21 cash and carry stores in the country, can now provide multi-channel retail solutions in the Indian market, which it had been unable to enter due to stringent retail foreign direct investment rules.

The deal, dubbed the biggest e-commerce M&A in the world, has also opened a new battlefront for Walmart and Amazon. The American retailers are now jostling for supremacy in the promising Indian e-commerce market, which is estimated to be worth US$850 billion by 2020.

Though a majority of the shareholders sold out, existing Flipkart investors Tencent, Tiger Global and Microsoft will continue to retain their shareholdings.

Hogan Lovells, Shardul Amarchand Mangaldas & Co, and Gibson Dunn & Crutcher acted as outside counsel to Walmart, while Gunderson Dettmer, Khaitan & Co, Allen & Gledhill and Dentons Rodyk & Davidson provided legal counsel to Flipkart.

STAR DEALSMerger of Indus Towers and Bharti Infratel

VALUEPRINCIPAL LAW FIRMS
US$14.6 billionAZB & Partners
Bharucha & Partners
Nishith Desai & Associates
S&R Associates

The merger of Indus Towers with Bharti Infratel creates the world’s largest tower company outside of China. Indus Towers was jointly owned by Bharti Infratel (42%), Vodafone (42%), Idea Group (11.15%) and Providence Equity Partners (4.85%). The merger will see Vodafone, Idea and Providence transfer their shareholdings in Indus Towers to Bharti Infratel.

The new company will have the name of Indus Towers and be jointly controlled by Airtel and Vodafone Group. The tower company has over 163,000 towers across all 22 telecom service areas in the country. The merger has received approval from the Competition Commission of India (CCI) and Securities and Exchange Board of India. Vodafone expects to receive the remaining regulatory approvals by March 2019. “The CCI was reviewing a merger between three significant participants in the passive infrastructure business in the background of the overall consolidation in the telecom sector,” said AZB & Partner’s senior partner Samir Gandhi, who managed the competition leg of the deal. “After detailed discussions with the CCI as well as a comprehensive report from economists, we were able to satisfy the CCI that the transaction posed no competitive concerns and received a swift and timely clearance.”

S&R Associates advised Vodafone, Bharucha & Partners advised Idea, and Nishith Desai & Associates advised Providence.

ONGC – HPCL merger

VALUEPRINCIPAL LAW FIRMS
US$5.1 billionAZB & Partners
S&R Associates
Shardul Amarchand Mangaldas & Co

Oil and Natural Gas Corporation (ONGC) entered into a share purchase agreement to acquire 51.1% of the shares in Hindustan Petroleum Corporation for ₹369 billion (US$5.1 billion).

The transaction was given an exemption by the Securities and Exchange Board of India (SEBI) from the application of regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Citigroup was financial adviser to ONGC’s board of directors. S&R Associates was legal advisor to Citigroup, giving a fairness opinion with regard to the transaction. “This was a unique M&A transaction involving two listed public sector entities. It will help create an integrated national energy champion for India,” said Sudip Mahapatra, partner at S&R Associates. He worked alongside partner Rajat Sethi and associate Jagriti Mohata. AZB & Partners advised HPCL and Shardul Amarchand Mangaldas & Co acted as the legal adviser to ONGC.

Adani’s purchase of Reliance Infrastructure’s Mumbai power business

VALUEPRINCIPAL LAW FIRMS
US$2.6 billionCyril Amarchand Mangaldas
J Sagar Associates
L&L Partners

Adani Transmission acquired the integrated Mumbai power division of Reliance Infrastructure for ₹188 billion in August 2018, foraying into the distribution space. Reliance utilized US$1.9 billion that was received upfront to reduce debt liabilities, making it the largest debt reduction for an Indian power company to date.

The Mumbai generation, transmission and distribution business of Reliance Infrastructure is India’s largest private sector integrated power utility, with about 1,892MW of power distribution, and catering to about 3 million customers.

Cyril Amarchand Mangaldas acted as the legal adviser to Adani Transmission Limited, while J Sagar Associates advised Reliance Infrastructure. Cyril Amarchand Mangaldas managing partner Cyril Shroff led the firm and it also advised on competition law and financing aspects, in addition to due diligence support. J Sagar Associates partner Dina Wadia led the firm’s team, which also advised on competition law filing and advisory.

GIC affiliate’s acquisition of stake in DLF Cyber City Developers

VALUEPRINCIPAL LAW FIRMS
US$1.4 billionAZB & Partners
Shardul Amarchand Mangaldas & Co
Wadia Ghandy & Co

GIC Singapore affiliate Reco Diamond’s acquisition of a 30% stake in DLF Cyber City Developers Limited (DCCDL) was the biggest foreign direct investment in India’s real estate sector. The sale was made by DLF promoter group companies Rajdhani Investments & Agencies, Buland Consultants and Investments and Sidhant Housing and Development Company, who reduced their holdings in the company. DCCDL and nine subsidiaries own about 26.9 million square feet in developed commercial property across New Delhi, Gurugram, Chennai, Hyderabad, Chandigarh and Kolkata.

“The deal is unique due to unavailability of consolidated commercial real estate assets of this size under a single entity. In addition, DLF Cyber City Developers is proposed to be used as a platform by DLF and GIC Singapore for expanding the portfolio of commercial real estate assets,” said a representative of AZB & Partners.

AZB & Partners advised GIC and partner Sai Krishna Bharathan was the lead. Wadia Ghandy advised GIC on the property-related aspects of the transaction, including the title due diligence. Shardul Amarchand Mangaldas & Co represented DCCDL and DLF.

US$1.2 billion investment in Airtel Africa

VALUEPRINCIPAL LAW FIRMS
US$1.2 billionAshurst
Freshfields Bruckhaus Deringer
Shardul Amarchand Mangaldas & Co
Sidley Austin

Following a turnaround in the business of Airtel Africa, six global investors including Warburg Pincus, Temasek, Singtel and SoftBank Group International invested US$1.2 billion in the company. The investment was made through a primary equity issuance with a post money equity value of US$4.4 billion. Airtel Africa plans to use the proceeds to reduce its existing debt and grow its business ahead of an intended IPO. The company is the second-largest telecom operator in Africa with a customer base of 91 million.

Freshfields Bruckhaus Deringer advised Airtel and Goldman Sachs. Ashurst advised an investor that chose to remain anonymous. Shardul Amarchand Mangaldas & Co acted as Indian counsel to JPMorgan India, Sidley Austin acted as the international legal adviser to JPMorgan. Goldman Sachs and JP Morgan were among six banks appointed to work on the IPO.

Blackstone’s acquisition of Indiabulls group subsidiaries

VALUEPRINCIPAL LAW FIRMS
US$731 millionJ Sagar Associates
Kirkland & Ellis
Shardul Amarchand Mangaldas & Co
Simpson Thacher & Bartlett

American private equity firm The Blackstone Group redoubled its commitment to the Indian real estate sector with the US$731 million acquisition of a 50% stake in Indiabulls Real Estate’s subsidiaries – Indiabulls Properties and Indiabulls Real Estate Company. The subsidiaries own the company’s marquee office buildings Indiabulls Finance Centre and the One Indiabulls Centre office properties in Lower Parel, Mumbai.

With an enterprise value of US$1.46 billion it was among the largest private equity investments in India’s real estate sector in 2018.

“The deal was complicated because of the complex issues of REIT listing and an extremely complex structure involving 13 entities, involving both Indian and foreign entities,” said a representative of J Sagar Associates. “From the perspective of FDI provisions applicable to the real estate sector for residential projects, when one non-resident transfers the shares of the Indian company to another non-resident, where the transferor had already complied with the FDI norms, there is a complicated issue of whether the non-resident transferee needs to comply with the FDI conditions again,” they said.

J Sagar Associates advised Indiabulls Group, while Shardul Amarchand Mangaldas & Co, Simpson Thacher & Bartlett, and Kirkland & Ellis advised The Blackstone Group.

Udaan quick to make unicorn status

VALUEPRINCIPAL LAW FIRM
US$225 millionDentons Rodyk & Davidson

Online B2B (business to business) marketplace Udaan became one of the fastest companies to achieve unicorn status. The company, founded by former Flipkart employees, raised US$225 million in Series C funding co-led by Russian-Israeli internet billionaire Yuri Milner’s DST Global and existing investor Lightspeed Venture Partners. In doing so, Udaan achieved a valuation of US$1 billion. Dentons Rodyk & Davidson acted as Singapore counsel to Udaan.

Secondary acquisition by Basil Partners

VALUEPRINCIPAL LAW FIRMS
US$175 millionDechert
Lexygen
Rajah & Tann
Walkers (Cayman office)

Committed Advisors, a global secondary and co-investment specialist, and NewQuest Capital Partners, an Asia-Pacific-focused secondaries private equity platform, contributed US$175 million in a new fund incorporated in Cayman Islands and managed by Basil Partners. The transaction involved the new fund’s purchase of all assets of another private equity fund in six digital services companies based around the world and with assets in India.

Basil Partners targets Asian companies undergoing international expansion and international companies operating an India-related offshore business. “As each of the six companies had a different shareholder base, it was necessary to negotiate acquisition terms with more than 30 parties on behalf of the investors,” said a representative at Dechert.

“This deal involved complex structuring requiring harmonization of multiple regulatory frameworks, restructuring of a portfolio of disparate stakes, and challenging negotiations with a diverse set of selling shareholders of six portfolio companies situated in various time zones,” said Vijay Sambamurthi, founder and managing partner at Lexygen.

Lexygen acted as global counsel to Basil Partners. Dechert represented the limited partners and also the fund. Rajah & Tann provided Singapore counsel, while Walkers’ Cayman office acted as the Cayman counsel to the fund.

Raksha Energy’s acquisition of Mytrah Energy shares on AIM

VALUEPRINCIPAL LAW FIRMS
US$100 millionCarey Olsen
Gowling WLG
Mourant Ozannes
Squire Patton Boggs

Raksha Energy acquired the entire issued share capital of Guernsey company Mytrah Energy on London’s Alternative Investment Market (AIM) valued at £78 million (US$100 million). The acquisition, one of the largest outbound M&A acquisitions of the year, was implemented by a takeover offer governed by the UK Takeover Code. Raksha Energy is headed by Mytrah Energy chairman and founder Ravi Kailas.

Squire Patton Boggs advised Raksha Energy, while Mourant Ozannes advised Raksha on the Guernsey aspects of the transaction. Gowling WLG advised Mytrah Energy and Carey Olsen’s corporate team advised Mytrah on the Guernsey aspects.

Mytrah is a large independent power producer in the Indian renewable energy sector. It has a portfolio of 1,743 megawatts of installed and under construction renewable power projects in the states of Punjab, Rajasthan, Gujarat, Madhya Pradesh, Maharashtra, Andhra Pradesh, Telangana, Karnataka and Tamil Nadu. In addition, it has one of the largest wind data banks, with over 200 wind masts.

Fundraising by B9 Beverages

VALUEPRINCIPAL LAW FIRMS
US$50 millionKhaitan & Co
Themis Associates

Craft beer company B9 Beverages, which owns and sells the Bira 91 brand of beer, raised US$50 million in a round of funding led by Brussels-based investment firm Sofina. Investors hold a majority stake in the company.

“Balancing the economic interests of the investors on one hand and at the same time ensuring flexibility to the founder in business operations on the other necessitated the documentation to incorporate specific protective provisions allowing operational flexibility to the founder,” said associate partner Siddharth Manchanda at Themis Associates.

“Additionally, the founder negotiated downward protection on voting, keeping in mind future dilutions, and this entailed some unique structuring. These and certain other contentious matters made the transaction and the definitive documents unique, particularly in the venture capital space where transaction documents are investor friendly to say the least.”

Bira sold 2.7 million cases of beer in the last financial year and competes with Budweiser, Carlsberg and Kingfisher.

Themis Associates represented existing Bira investor Sequoia and Sofina; and Khaitan & Co represented Bira on the series B round transaction. Manchanda led the team on behalf of Themis Associates, and partner Mayank Singh led the team at Khaitan & Co.

Investment in Neuland Health Science

VALUEPRINCIPAL LAW FIRMS
US$7.4 millionARA LAW
L&L Partners
Platinum Partners
Rajaram Legal
Samvad Partners

Malabar Funds, Steadview Capital Mauritius, Ronnie Screwvala and four other investors acquired a 32% stake in Neuland Health Science ahead of its planned merger with listed group company Neuland Laboratories in the next 12 months. The compulsorily convertible preference shares were acquired from Evolvence India Life Sciences Fund on a secondary sale basis.

ARA Law, which represented Malabar Funds, had to factor the proposed merger with the listed company and structure the deal as a pre-IPO transaction while ensuring that the client’s interest was protected in case the merger did not happen. “This involved striking a fine balance between the investor’s interests and the promoter’s interests,” said Rajesh Begur, the managing partner at ARA Law. “The deal was a complex one, with over 10 parties and their respective teams to deal with.”

L&L Partners’ Vaibhav Kakkar, who advised Steadview Capital, said the involvement of a listed entity in the transaction “added significantly to the legal and regulatory complexity of the same especially from a compliance and exchange control standpoint”. Rajaram Legal represented Ronnie Screwvala, Samvad Partners represented Neuland and Platinum Partners was the legal adviser to Evolvence.

Dish TV-Videocon D2H merger

VALUEPRINCIPAL LAW FIRMS
N/AL&L Partners
Shardul Amarchand Mangaldas & Co
Shearman & Sterling

Indian direct-to-home operators Dish TV and Videocon D2H merged to created India’s largest listed media company. The merger was a significant development in the Indian media space with players consolidating in the face of growing competition from within the industry, as well as form emerging over-the-top content providers.The combined entity, to be called DishTV Videocon, will have an annual revenue of about US$880 million and 28 million subscribers, becoming the biggest player in the sector.

The shareholders of India-listed Dish TV will own a 55.4% stake in the company, while shareholders of Nasdaq-listed Videocon D2H will hold the remaining 44.6% in the company.

L&L Partners advised Dish TV and Shardul Amarchand Mangaldas & Co advised Videocon D2H. Shearman & Sterling acted as international advsier to Dish TV and Videocon D2H.

Avigo Venture Investments’ portfolio exit

VALUEPRINCIPAL LAW FIRMS
N/AARA LAW
HSA Advocates
Khaitan & Co

Cold chain solutions provider Rinac India and Modular Cold Rooms took a term loan facility from Piramal Finance to enable the exit of major private equity investor Avigo Venture Investments.

HSA Advocates represented Avigo and was led by partner Aparajit Bhattacharya, while Khaitan & Co represented Avigo’s limited partner, Metmin Investments Holdings, and was led by partners Vinay Joy and Ganesh Prasad. “We initiated a very tactical litigation before the NCLT, which led the investors to issue the right of first refusal notices to the promoters,” said Rajesh Begur, managing partner at ARA Law. “The loan was also innovatively structured to provide comfort to the lender and address the concerns of the investors in relation to alleged defaults under the shareholders agreement.” ARA Law represented both Rinac and Modular.

OTHER PRACTICES

Capital marketsDisputesInsolvencyMergers & acquisitions

SpiceJet’s US$12.5 billion purchase of CFM aircraft engines

VALUEPRINCIPAL LAW FIRM
US$12.5 billionLink Legal India Law Services

SpiceJet’s purchase of US$12.5 billion in aircraft engines from CFM International, a joint venture between France’s Safran and GE Aviation, was one of the largest deals in Indian aviation in recent years. SpiceJet purchased the engines for its 155 Boeing 737 MAX jets and took on a 10-year services contract for their maintenance.

“Recognizing India as one of the world’s fastest growing aviation markets … [the purchase] marks the Indian budget carrier’s biggest expansion plan yet,” said Link Legal managing partner Atul Sharma. “The deal was announced and inked at the Indo-French Economic Partnership signing ceremony during the visit of French President Emmanuel Macron to India, when he met with Prime Minister Narendra Modi.” Link Legal was the sole legal counsel acting for SpiceJet, while CFM was represented by its in-house team and by Safran and GE in-house teams.

The firm was involved in the review and negotiations of the engine purchase agreements, which included the general terms agreement, the letter agreement, which is the customized terms document for SpiceJet, side letters, as well as the techno-legal rate per unit flight hour agreement.

First TOT highway project

VALUEPRINCIPAL LAW FIRMS
US$1.5 billionBaker McKenzie
Bharucha & Partners
Cyril Amarchand Mangaldas
HSA Advocates

The National Highways Authority of India (NHAI) undertook its first national highway project on a toll, operate and transfer (TOT) basis, which comprised nine national highways across Gujarat, Orissa and Andhra Pradesh. Nine special purpose vehicles were created that were promoted by Macquarie Asia Infrastructure Investments 2, and received funding from YES Bank by way of three rupee loan facilities.

The financing is the largest foreign direct investment in the country’s road sector, and undertaken on a TOT basis, to attract private participation in the highways sector. HSA Advocates advised NHAI. Cyril Amarchand Mangaldas acted as the India counsel to YES Bank and Baker McKenzie was its offshore counsel. Bharucha & Partners advised Macquarie Group.

Cross-border non-recourse financing to Kia Motors India

VALUEPRINCIPAL LAW FIRMS
US$648 millionJuris Corp
Norton Rose Fulbright
Shin & Kim

Kia Motors India made use of a cross-border non-recourse financing facility from a number of banks including Citibank to build a US$1.1 billion car manufacturing facility in Andhra Pradesh. The loan was a dual-tranche facility for up to US$548 million and the Euro equivalent of US$100 million, which was guaranteed by Kia Motors Corporation and supported by the Korea Trade Insurance Corporation. The facility is expected to begin production in the second half of 2019 and produce approximately 300,000 units each year for domestic sales and exports to other regions.

Norton Rose Fulbright advised Citibank, while Juris Corp was its Indian counsel and Shin & Kim was its South Korean counsel.

Barclays term loan for IHH investment in Fortis

VALUEPRINCIPAL LAW FIRMS
US$65 millionClifford Chance
Cyril Amarchand Mangaldas
Talwar Thakore & Associates
TM&S Gujadhur and Associates

Barclays Bank arranged a term loan facility of ₹4.6 billion (US$65 million) for Fortis Healthcare, which was in the process of inducting Malaysia’s IHH Healthcare as a new equity investor. The financing was needed to address cash flow issues in the interim.

This deal involved complex cross-border security issues and Barclays had to factor in Delhi High Court’s order instructing former promoters, brothers Malvinder Singh and Shivinder Singh, to pay an arbitration award of ₹35 billion to Daiichi Sankyo, as well as a dispute between the brothers themselves. Fortis had been in the process of seeking equity investors for a considerable time, and the financing was provided prior to the finalization of a bidder.

Talwar Thakore & Associates advised Barclays and partner Sonali Mahapatra was the lead on the matter. TM&S Gujadhur and Associates acted as the Mauritian counsel and Clifford Chance acted as the Singapore adviser for Barclays Bank. Cyril Amarchand Mangaldas acted as the borrower’s counsel on this transaction.

Clarification proceeding for Energy Watchdog judgment

VALUEPRINCIPAL LAW FIRMS
N/AAgarwal Law Associates
J Sagar Associates

The Supreme Court clarified that the amendment of power purchase agreements (PPAs) was not in contravention of its judgment dated 11 April 2017 in Energy Watchdog v CERC & Ors. The Gujarat state government, Adani Power (Mundra) and Tata Steel subsidiary Coastal Gujarat Power had approached the Supreme Court in a clarification proceeding in this regard. The court directed the parties to approach the Central Electricity Regulatory Commission (CERC) for amendment of the PPA. However, it also allowed the consumer group, Energy Watchdog, to raise objections to amendments before the CERC.

In the April 2017 order, the Supreme Court had disallowed compensation to power producers under “change in law” and “force majeure” clauses on account of the unexpected price rise of coal imported from Indonesia. “The order offers much-needed respite to the power sector and is in consumer interest as any other decision would have led to tariff hikes. The decision also gives respite to the consortium of lenders led by State Bank of India, as the unviable tariffs would have impacted loans worth ₹420 billion,” said a representative of J Sagar Associates.

JSA had represented Adani Power and Coastal Gujarat Power in the proceeding. Its team was led by senior partner Amit Kapur and partners Poonam Verma and Abhishek Munot. Agarwal Law Associates were the advocates on record for Adani Power in the Supreme Court.

Formulating copyright policy for Balbharati

VALUEPRINCIPAL LAW FIRM
N/AAdvaita Legal

The Maharashtra state government has developed a copyright policy to regulate the use of public-school text books and also to curb unauthorized printing.

The Maharashtra State Bureau of Textbook Production and Curriculum Research (Balbharati), an autonomous body under the aegis of the state’s School Education and Sports Development Department, formulated and implemented the copyright policy for commercial use by other players in the education business. Advaita Legal advised Balbharati and was led by partner Shailendra Singh and associate Pooja Gupta.

“Maharashtra is the only state to have a copyright policy for its educational contents. It is likely to act as a precedent for other states who may draw up a similar copyright policy,” said Monali Dutta, a principal at Advaita Legal.

Madhya Pradesh rolls out healthcare scheme

VALUEPRINCIPAL LAW FIRMS
N/AAdvaita Legal

Ayushman Bharat, a government healthcare scheme, is being rolled out throughout the country with the goal of providing 100 million families with insurance coverage of ₹500,000 (US$7,000) for secondary and tertiary care hospitalization. Madhya Pradesh became the first state to implement the scheme on an “assurance” only model.

Advaita Legal provided legal services to Madhya Pradesh’s Directorate of Health Services in relation to preparation of bid documents, including a request for qualification, request for proposal, and memorandum of understanding.

The firm provided legal assistance to the state government and facilitated stakeholder consultations in relation to the preparation of bid documents. Advaita Legal further assisted in the finalization and execution of contract with the implementation support agency.

“The state garnered appreciation for the effective roll-out of its ambitious plan and appointment of an implementation support agency within stringent timelines,” said Advaita Legal principal Monali Dutta.

“This is likely to be replicated by other states where these documents may be used as a precedent.” Dutta was the lead on the deal, supported by associate Pooja Gupta.

Renegotiation of Petronet LNG’s sale purchase agreement

VALUEPRINCIPAL LAW FIRMS
N/AMayer Brown (Hong Kong office)
Phoenix Legal
Sumanto Basu and Associates

Petronet LNG Limited (PLL) renegotiated the pricing and other terms under its long-term agreement for sale and purchase of liquefied natural gas (LNG) with its supplier, ExxonMobil affiliate Mobil Australia Resources Company.

This is one of the few instances in the world where an LNG sale and purchase agreement was renegotiated, and this meant that the pricing was to be carried out on a delivered ex-ship (DES) basis rather than a free-on-board (FOB) basis. Petronet owns and operates LNG receiving and regasification terminals in India at Dahej in Gujarat, and Kochi in Kerala.

“The deal was complex as it involved alignment of provisions of various transaction, project and financing documents executed by various parties, consents of various parties, and detailed and intense negotiations,” said Abhishek Saxena, a partner at Phoenix Legal.

“The current matter would perhaps be only one of the few instances of renegotiation of an LNG SPA in the history of world LNG trade.”

Sumanto Basu and Associates advised PLL on the renegotiation of the SPA, while Phoenix Legal advised PLL in relation to the novation of the time charter agreement, and Mayer Brown advised the shippers in relation to the novation of the time charter agreement.

Mobil Australia was represented by their in-house legal team, both in relation to renegotiation of the sale and purchase agreement, and novation of the time charter agreement.

PMAY-U Housing for All initiative

VALUEPRINCIPAL LAW FIRM
N/AGravitas Legal

The Ministry of Housing and Urban Affairs (MoHUA) intends to build 10 million homes before 2020 across India under the Pradhan Mantri Awas Yojana (Urban, PMAY-U) Housing for All initiative. The autonomous body Building Materials and Technology Promotion Council (BMTPC), operating under the MoHUA, was to act as a repository and facilitate the allocation of funds raised on behalf of the government for the Housing for All mission.

Gravitas Legal was the sole legal counsel to BMTPC. “Our role entailed issuance of structure note, ensuring demarcation between existing activities of identified entity and functions required to be discharged in connection with PMAY-U mechanism and all drafting issued by the government,” said partner Tanuj Sud. The legal team consisted of partner Sujeet Das and was supported by principal associate Henna Vadhera and associate Khyati Sharma.

“We advised MoHUA on comparative analysis of various legal vehicles that can be used for borrowing of funds, insulation of risks to the extent possible in case existing entity is used for borrowing and onward allocation of funds and other ancillary issues,” he added.

Smart City Mission: Gwalior

VALUEPRINCIPAL LAW FIRM
N/AAdvaita Legal

Gwalior was one of the cities chosen by the Ministry of Housing and Urban Affairs as a part of the Smart City Mission to make cities more citizen friendly. According to the Smart City Project, the Gwalior Smart City Development Corporation Limited (GSCDL), a special purpose vehicle set up for the project, has the mandate to spend ₹22 billion (US$315 million) on 71 projects over a five-year period. The project spreads across 803 acres and covers a population of more than 100,000 people.

Advaita Legal was legal adviser to GSCDL, and partner Shailendra Singh and associate Pooja Gupta represented the firm. The firm assisted the GSCDL on drafting the bid documents, provided legal support on the bidding process, and in the selection of implementation agencies across various projects that included an intelligent operation and control unit, solar panels on the rooftops of public buildings, solid waste management facilities, smart classrooms and smart multilevel car parking.

STAR DEALS bIGSTAR DEALS

VALUE

DEAL PRINCIPAL LAW FIRMS PRACTICE
Aircel insolvencyJ Sagar AssociatesInsolvencyUS$7 billion
Bhushan Steel insolvency AZB & Partners
L&L Partners
Shardul Amarchand Mangaldas & Co
Insolvency US$5.2 billion
Daiichi Sankyo disputeP&A Law OfficesDisputesN/A
Hindustan Aeronautics IPO Baker McKenzie
Cyril Amarchand Mangaldas
Capital markets US$649 million
Indus Towers mergerAZB & Partners
Bharucha & Partners
Nishith Desai & Associates
S&R Associates
M&AUS$14.6 billion
Infosys buybackAZB & Partners
Baker McKenzie
Latham & Watkins
Wilson Sonsini Goodrich & Rosati
Capital markets US$2 billion
Jaiprakash Associates’ exchange offerBaker McKenzie
Clifford Chance
DLA Piper
Hogan Lovells Lee & Lee
Shardul Amarchand Mangaldas & Co
Capital marketsUS$150 million
Louis Dreyfus Armateurs BIT arbitration Foley Hoag
J Sagar Associates
Disputes N/A
Philips SEP litigationAnand and AnandDisputesN/A
Vodafone-Idea
e-Governance Services
Allen & Overy
AZB & Partners
Bharucha & Partners
DMD Advocates
S&R Associates
Shardul Amarchand Mangaldas & Co
Slaughter and May
Vaish Associates

Suvan Law Advisors
M&A US$23.2 billion