Supporting you in India 2019 - Allen & Overy
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Supporting you in India 2019 allenovery.com
2 Supporting you in India | 2019
Delivering market-leading
India expertise
Our driving ambition at Allen & Overy is to help the world’s
leading companies make sense of the commercial and legal
complexities of globalisation. In a market as dynamic as modern
India, that’s an agenda that fits exactly with the needs of our clients.
We have taken a lead among international law firms in As such, we are ideally placed to act as leading international
providing the right support for our clients, whether they counsel on the sort of transformational, cross-border deals
are investing in India or looking to expand their operations that are burgeoning in India’s fast-growing economy.
in India to new markets across the world. Not surprisingly, that has seen us take a leading role in
some of India’s highest-profile deals in recent years,
We have done this by providing them with the right
acting for a variety of India’s most exciting companies
resources to complete complex cross-border transactions,
and a number of the biggest inward investors.
often in multiple jurisdictions, and by giving them access
to first-class legal support on the ground in India. Clients we have acted for include The Tata Group,
Vedanta, Aditya Birla, Jindal Steel, the infrastructure
Our India Group is made up of over 100 partners and
group GMR, India’s leading wind energy company
associates drawn from across our network of international
Suzlon, National Thermal Power Corporation (NTPC),
offices, particularly Dubai, Hong Kong, London, Singapore,
ICICI Bank, Bank of India, State Bank of India,
Sydney and New York.
Axis Bank and Reliance Industries.
All of these professionals have deep specialist knowledge
Indian regulation prohibits us from practising Indian law
of the Indian market and a long track record of working
ourselves and from having our own office in India, but we
on India-related matters. But they also reflect the full range
enjoy strong working relationships with the leading Indian
of practice areas in which A&O excels, including foreign
law firms and this allows us to provide a seamless and full
direct investment, M&A, banking, capital markets,
range of legal services to clients, helping them to grow
litigation, arbitration and employment, as well as the full
both within India and across the world.
range of business sectors, including energy, infrastructure,
mining, financial institutions, private equity, insurance,
telecoms, media and technology, real estate and life sciences.
India International Law Firm of the Year Law Firm of the Year, Asia-Pacific
Chambers Asia Pacific Awards, 2017 Private Debt Investor Awards, 2016
Tier 1 India Foreign Firms Top 5 law firm India practice
Legal500, 2017 RSG India report 2017
© Allen & Overy LLP 2019
3
Finance, International firm of the year
Chambers Asia Pacific awards, 2018
Full service expertise
Best in class specialists across all
legal disciplines
A cohesive team on your critical
transactions and matters
Trusted adviser
Sector insight, business understanding
and a commercial approach
Unrivalled We give you value by providing
global capability strategic advice, on or off deal
The largest global footprint of
our peer group and a ‘best friend’
network of associated firms
Market-leading advice,
anywhere, at any time
Leading individuals
Consistent global quality across
all disciplines, with unrivalled
bench strength
Market-leading execution Giving you confidence
Innovation and efficiency in project management, that you are getting the
resourcing, pricing and technology very best advice
You save time and money while
retaining quality
allenovery.com4 Supporting you in India | 2019
Our global network
Key India-related practice areas
CORPORATE ICM BANKING & FINANCE
Our Corporate practice actively advises Allen & Overy’s International Capital Markets Allen & Overy has been recognised as the
international clients on investment in India practice continues to be a leading force in the market leader in Indian and international
as well as Indian corporates on cross-border India region for debt and equity capital high-end, multi-jurisdictional financial legal
transactions. We advise on a full spectrum markets transactions covering both U.S. advice. The practice advises clients on
of corporate work, including corporate securities and English law advice on a range complex, cutting-edge financing structures,
finance and equity capital markets work, of products, including medium-term note and in the last year has advised on a significant
mergers and acquisitions, joint ventures, programmes and commercial paper, high yield, number of innovative financings across the
private equity investments and commercial hybrid and regulatory capital issues, U.S. private region and across industry sectors. The team
agreements. We have extensive experience placements, rights issues, IPOs and Qualified continues to advise on many of the largest
in advising corporates, banks and Institutional Placement (QIP). We have been and most innovative syndicated loan
governments on cross-border work in involved in numerous international capital transactions in India.
the region, including advising on many markets transactions working for both
of the region’s major transactions. issuers and underwriters on some of the
most high profile deals for companies in
numerous sectors of the economy. Our team
has extensive experience advising on some
of the most significant transactions from India.
© Allen & Overy LLP 20195
Multi-jurisdictional, multi-discipline capability
Allen & Overy is a world-leading law firm, with around 5,500 people
and some 550 partners based in 44 offices across Europe, Asia Pacific,
the U.S., South America and the Middle East. We provide clients with
leading legal expertise and advice at a local and international level.
Over 60% of our turnover is generated outside the UK and
approximately 25% of our work involves offices in five or more
countries, demonstrating the importance of being able to provide
a global response for clients.
NORTH EUROPE AFRICA ASIA PACIFIC
AMERICA Amsterdam Istanbul Casablanca Bangkok
New York Antwerp London Johannesburg Beijing
Washington, D.C. Barcelona Luxembourg Hanoi
Belfast Madrid MIDDLE EAST Ho Chi Minh City
CENTRAL & Bratislava Milan Abu Dhabi Hong Kong
SOUTH AMERICA Brussels Moscow Doha Jakarta*
São Paulo Bucharest* Munich Dubai Perth
Budapest Paris Riyadh** Seoul
* Associated office Düsseldorf Prague Shanghai
** Cooperation office
Frankfurt Rome Singapore
Hamburg Warsaw Sydney
Tokyo
Yangon
STRUCTURED FINANCE PROJECT FINANCE DISPUTE RESOLUTION
Our Structured Finance practice includes We have significant experience in advising Allen & Overy has one of the best-known
Acquisition Finance. We have acted on on Indian project financings, particularly India-focussed disputes practices in the
numerous complicated structured finance in the power, oil and gas, LNG and world. We have an outstanding track record
transactions, either by way of the issue of telecommunications sectors. Our role has of achieving successful outcomes for our
bonds or notes, or by way of loans involving included advising lenders, arrangers, clients, handling both commercial and
Indian companies with extensive security sponsors and borrowers on a number investment treaty arbitration work, as well
packages, including put options on of major deals. Our power experience as co-ordinating related Indian litigation,
promoters and pre-IPO financings with is primarily related to gas-fired, coal-fired including special leave petitions to the
equity kickers. and oil-fired power plants, as well as solar Supreme Court. We have advised on
and renewable energy-related matters in numerous disputes with an Indian nexus,
India. We have also acted in connection representing both Indian companies and
with gas and LNG projects, mainly in Gujarat. non-Indian companies with business
Telecoms experience has included advice on interests in the country. Our experience
the financing of both fixed line and cellular spans a wide range of sectors, including the
networks, and the roll-out and operation of banking and finance, real estate, energy,
GSM licences in India. Financing work has telecommunications, manufacturing,
also covered other projects such as railway automotive and hospitality industries.
construction and refining factories.
allenovery.com6 Supporting you in India | 2019
Mergers & Acquisitions
TOTAL BARING PRIVATE EQUITY ASIA LANCO INFRATECH
On its 50:50 joint venture with the On its USD465m acquisition financing One of India’s largest and fastest-growing
Adani Group in relation to certain liquefied of a 42% stake in Hexaware Technologies, conglomerates on its acquisition of the coal
natural gas (LNG) assets in India and the a major Indian information technology mines of failed Griffin Coal, in one of India’s
establishment of a co-branded retail network services company. This was the largest largest investments in Australia.
of 1,500 service stations and a gas/LNG investment by a PE major in India at the time,
marketing business across India. as well as one of the largest PE deals in the HILTON INTERNATIONAL
Indian IT services segment as reported by
The Business Standard at the time. On a major strategic joint venture with
NASPERS The Oberoi Group which provided for the
IBLJ Deal of the Year 2014
On the sale of its shareholding in Flipkart rebranding of a number of Indian hotels,
to Walmart. including the Oberoi Towers in Mumbai,
ONGC VIDESH as Hilton hotels.
IDEA CELLULAR LTD On its proposed acquisition of a participating
interest in the North Caspian Sea Production BARING PRIVATE EQUITY ASIA
On the international aspects of the merger Sharing Agreement, which includes the
between Idea and Vodafone India. On its acquisition of a minority stake in
Kashagan fields. At USD5bn, it would have
The USD23 billion merger transaction will cement maker Lafarge India from Lafarge
been the largest natural resources acquisition
create India’s largest mobile telephone France. This was one of the first minority
for an Indian business had the transaction
operator, with over 400 million customers acquisition deals that was leveraged with
proceeded to closing. The Kashagan Field is the
and a 35% market share. a complex offshore financing and vendor
world’s largest current development project.
financing structure at the time.
VOLCAN INVESTMENTS IBLJ Deal of the Year 2013
RELIANCE INDUSTRIES
On its investment in one of the world’s largest On the sale to BP of a 30% stake in 23 TAQA
mining companies, Anglo American. production sharing contracts for USD7.2bn,
exploration bonuses of up to USD1.8bn On the USD1.6bn consortium bid and
JERA CO., INC and the formation of a joint venture arrangements to purchase the Baspa Stage II
for the sourcing and marketing of gas and Karcham Wangtoo plants in the northern
On its USD200 million investment in ReNew and development of related infrastructure state of Himachal Pradesh, from Jaiprakash
Power Ventures Private Limited, one of India’s in India. Power Ventures. The acquisition will rank
largest renewable energy companies. among the top 15 foreign investments made
in India to date.
THOMAS COOK GROUP
HINDALCO INDUSTRIES
On the GBP94m sale of its 77% interest DEUTSCHE BANK
On the takeover bid by Metals X for in Thomas Cook (India) to Fairbridge Capital,
Aditya Birla Minerals, a company in a subsidiary of Fairfax Financial Holdings. On its private equity investment in
which Hindalco holds a 51% interest. Amalgamated Bean Coffee Trading
Company in India.
HASSAD FOOD COMPANY
AION CAPITAL PARTNERS
A subsidiary of Qatar Investment Authority, PFIZER
The India fund of U.S. private equity on its acquisition of a majority interest in
firm Apollo Global Management, on its Bush Food Overseas Private Limited, a major On the sale of its German generic drug
acquisition of GE Capital’s commercial branded rice business in India and on its subsidiary Heumann to the Indian
lending and leasing businesses in India. related joint venture arrangement. pharmaceutical group Torrent.
IBLJ Deal of the Year 2016 This was a key M&A transaction undertaken
by Hassad Food Company since being given MERRILL LYNCH
LLOYD ELECTRIC its food security mandate.
On its investment in Resurgere Mines and
& ENGINEERING LIMITED IBLJ Deal of the Year 2013 Minerals India, a mineral product and
On the acquisition of Noske-Kaeser’s exploration company with operations in
Rail & Vehicles business in Germany, KBC the states of Orissa and Jharkhand, India.
New Zealand, Australia, Brazil On the EUR1.350bn sale of KBL,
and the U.S. its private bank, to the Hinduja Group. WEST ASIA MARITIME
The Indian shipping company, on the
CARLSON REZIDOR HOTEL GROUP acquisition of the Middle East bulk
One of the world’s largest hotel groups, transloading business of Torvald Klaveness
which owns, manages and operates the Group, a Norwegian Middle East bulk
“Radisson” brand of hotels globally, transloading business.
on its strategic joint venture with Bestech
Hospitalities Pvt Ltd, a real estate developer NBC UNIVERSAL
in India, to develop and operate 49 new On its investment in the networks business
hotels across 11 key states in India. of New Delhi Television.
© Allen & Overy LLP 20197
TM INTERNATIONAL SOCIÉTÉ GÉNÉRALE TANTI GROUP
The international investment arm of On the acquisition of Apeejay Finance. The owner of wind turbine supplier Suzlon,
Telekom Malaysia, on several regional This was carried out in conjunction with on its joint venture with Arcapita and its
acquisitions, including the acquisition of the Burman family (investors based strategic investment in wind farm energy
49% equity interest in Spice Communications in Calcutta). group Honiton Energy.
Private Limited, one of the leading service
providers of mobile telephony in Punjab, DUBAI FINANCIAL GROUP HEINEKEN
India, and its subsequent IPO.
On the sale of its interest in the On the acquisition of Asia Pacific
Thomas Cook branded business Breweries (Aurangabad) from
HINDALCO
in India and the Middle East. Asia Pacific Breweries.
The Indian steel company, on the acquisition
of Novelis, a U.S.-based aluminium AN INDIAN PURCHASE
manufacturer, for USD6bn.
On a 50% stake in an Indonesian
mining concession and on the related
financing arrangements.
“The firm has strong expertise in the
corporate and commercial sphere.”
Legal500, 2017
M&A team of the year
IFLR Asia Awards, 2016
allenovery.com8 Supporting you in India | 2019
Banking
J.P. MORGAN ADVENT INTERNATIONAL NOMURA, ING, INVESTEC,
J.P. Morgan and other lenders on the financing As the financial sponsor of India’s first SIEMENS AND CITI
of Bain’s acquisition of shares in Axis Bank synthetic INR denominated margin A consortium of lenders refinancing the
Limited. The M&A transaction aggregated loan. This financing is a first-of-its-kind acquisition debt involved in the leveraged
USD1.8bn with investments from Bain Capital facility to monetise listed Indian shares, acquisition by the Partners Group of a
and Life Insurance Corp (LIC). while simultaneously protecting the offshore CSS Technologies, an IT services company
borrower from the exchange rate fluctuations spread across the U.S., India, Mauritius,
A GLOBAL BANK in relation to its underlying income stream. Netherlands, the Philippines and Poland.
The acquisition was the largest LBO by the
A global bank in connection with a margin Partners Group in Asia.
CITI
financing for the acquisition of shares of
Housing Development Finance Corporation As the arranger of senior secured notes, and
Limited, an Indian listed company. ANZ, BAML, Banco Bilbao Vizcaya Artentaria, DEUTSCHE BANK, ING BANK, INVESTEC
Citi, Deutsche Bank, First Gulf Bank, HDFC BANK, STANDARD CHARTERED BANK
Bank, HSBC Bank, J.P. Morgan, ING Bank, AND A LARGE UK BANK
DEBT FUNDS
Standard Chartered Bank and a large UK bank As arrangers in relation to credit facilities made
Debt funds managed or advised by Goldman as arrangers of a super senior revolving credit available to Indianet Bidco Pte. Ltd. for the
Sachs in connection with the first acquisition facility provided to Samvardhana Motherson purposes of acquiring certain shares in Serco
financing transaction by debt funds managed Automotive Systems. The transaction is notable BPO Private Holdings Limited, Serco BPO
by Goldman Sachs in relation to an Indian as it represents a super senior revolving credit Private Limited, Mena Business Services L.L.C.
target (Healthium Medtech Private Limited), facility and senior secured notes arranged on and Eagle BPO Mauritius.
involving a Mauritian incorporated borrower European bank/bond terms across Europe and
and parent (wholly owned or managed by Asia, and highlights the growing variety and
Apax Partners LLP funds). Due to Indian STANDARD CHARTERED BANK,
complexity of financing structures arranged
regulatory issues, security had to be structured and executed in Asia. ICICI BANK AND AXIS BANK
as security over the Borrower who owned the In connection with their secured term loan
applicable shares – there was no direct security facilities made available to Essar Global
CITIBANK N.A., HONG KONG,
over the shares of the Indian company. Further, Fund and certain offshore subsidiaries in an
we had to consider unique timing issues around ICICI BANK, AXIS BANK, KOTAK
MAHINDRA, BANK OF TOKYO- aggregate principal amount of up to USD4bn.
funding in order to ensure the acquisition could
MITSUBISHI UFJ AND HSBC IBLJ Deal of the Year 2015
complete as anticipated, which relied on
agreeing pre-funding arrangements on a basis The lenders and arrangers on a EUR260m
the lender was comfortable with. facility and GBP385m facility to Intas DEUTSCHE BANK, CREDIT SUISSE
Pharmaceuticals on its acquisition of AND A LARGE UK BANK
THE LENDERS Actavis UK Ltd and Actavis Ireland Ltd. As mandated lead arrangers in relation to a
The lenders on the financing aspects of the term loan facility of up to USD1,633,330,000
take-private acquisition of Vedanta Resources BNP PARIBAS, BABSON CAPITAL, for Next Creation Trading Singapore Pte Ltd.
plc by its majority shareholder Volcan APOLLO (the offshore borrower) for the purpose of
Investments Ltd. financing long-term advance payments to
The lenders on the financing of an acquisition Alok Industries Limited.
IBLJ Deal of the Year 2018 by Bain Capital Private Equity of a minority
interest in Singapore-based engineering services This transaction is one of the first to be
firm QuEST Global completed in accordance with the RBI
ASIAN DEVELOPMENT BANK Long-Term Export Advance Circular. It is an
On its proposed assistance to ReNew Power innovative structure within the new regulatory
Ventures Private Limited (ReNew) to finance CREDIT SUISSE framework in India enabling Indian exporters
the development and construction of a On a complex commodity offtake to restructure local currency debt with
portfolio of renewable energy projects sub-participation agreement involving Vedanta offshore structured debt.
in India. India Limited and Macquarie Bank Limited. IBLJ Deal of the Year 2015
A CLIENT UNION BANK OF INDIA
On an international debt financing for a private In connection with a term facility provided
equity investment in India. to Tata Teleservices Limited.
“Leading practice with considerable expertise on complex, highly structured transactions. Deep bench operating
on a variety of India-related matters including payment financing, margin lending, external commercial
borrowings (ECBs) and secured term loans. Regularly instructed by international and Indian banks,
and also a popular choice of counsel for Indian borrowers.”
Chambers Asia Pacific, 2018
© Allen & Overy LLP 20199
Allen & Overy’s Banking team: “They were very good and proved themselves to be well
informed from a regional perspective too.”; “professional, diligent and hard-working.”
Chambers Asia Pacific, 2018
STANDARD CHARTERED A CONSORTIUM OF INTERNATIONAL, STANDARD CHARTERED
On the refinancing of existing debt INDIAN AND BANGLADESHI LENDERS On the USD2.5bn financing for Apollo Tyre’s
facilities of the Whyte & Mackay Group. In relation to syndicated financing to attempted acquisition of Ohio-based tyre
USL Holdings (UK) Limited/United Spirits BSRM Steel Mills for the development manufacturer Cooper Tire & Rubber Company.
Limited. It involved the refinancing of the of a steel melting and billet casting plant If it had been completed, it would have marked
Group’s indebtedness in the context of a in Bangladesh. The financing involved a the largest-ever purchase of a U.S. company by
mandatory sale required by the UK Office of U.S. dollar tranche and two Bangladesh an Indian-based company.
Fair Trading of all or substantially all of the taka tranches, one of which is
Group’s interest in the Whyte & Mackay Shariah compliant. ABN AMRO
Group. IBLJ Deal of the Year 2014
As documentation agent and mandated lead
AMTEK GLOBAL arrangers for ABN AMRO, Magyar
VTB CAPITAL PLC TECHNOLOGIES PTE. LTD. Export-Import Bank, Raiffeisen Bank,
On the debt financing arrangements for On its EUR235m long-term facilities provided Standard Chartered and UniCredit in the
an all-cash acquisition by an indirect, by Kohlberg Kravis Roberts & Co.’s U.S. and negotiation and documentation of the
wholly-owned subsidiary of Essar Global European debt and credit investment funds. EUR300m secured term loan facilities for
Fund Limited of the shares in Essar The loan facility provided by the KKR funds Apollo Tyres. The facilities, which are partially
Energy PLC not already owned by EGFL to AGT will be used, inter alia, to refinance Hungary EXIM backed, will enable Apollo
and the 4.25% convertible bonds due all of the existing debt of AGT and Tyres to set up its new greenfield plant in
2016 guaranteed by EEPLC. its subsidiaries. Hungary to complement the existing factory
IBLJ Deal of the Year 2014 in the Netherlands, allowing Apollo Tyres to
CREDIT SUISSE bring the whole range of Apollo and
STANDARD CHARTERED BANK Vredestein branded tyres to the European
As mandated lead arranger on a term loan market.
facility of USD180m for Oil Bridge Pte, As mandated lead arranger and lead
the offshore borrower, for the purpose adviser on the financing of Bharti Airtel’s CITIBANK
of financing a long-term advance payment to USD10.7bn purchase of Zain Africa –
Essar Oil, the supplier company incorporated the largest financing ever raised for an On a USD560m syndicated term loan facility
in India, under an advance payment and sale acquisition by an Indian corporate. to Ballarpur Paper Holdings, a subsidiary
agreement entered into between the borrower of India’s largest paper company. This is
and the supplier. AXIS BANK AND HSBC India’s first cross-border leveraged
recapitalisation transaction.
STANDARD CHARTERED BANK On a term loan and letter of credit facility
AND FIRST GULF BANK for Piramal Healthcare. The financing ICICI BANK
structure was customised as necessary and
As mandated lead arrangers in connection the overall deal value was USD240m. In connection with the proposed financing
with a USD500m financing for Twin Start for the Dholpur Power Company, an oil-fired
IBLJ Deal of the Year 2013 power project in Rajasthan, India.
Mauritius Holdings Limited, a subsidiary of
Vedanta Resources plc. The financing was
structured as a combination of a conventional MANDATED LEAD ARRANGERS ICICI BANK
loan and an Islamic financing done under a On the financing for GVK Group’s On financing Suzlon’s acquisition
Sharia compliant murabaha structure. USD1.26bn acquisition of a majority of a Chinese wind farm company.
This was the first Islamic financing stake in Hancock Coal and Infrastructure
transaction that a major Indian company Projects in Australia.
STANDARD CHARTERED BANK
brought to the market and was among the
largest Islamic financings by any Indian ABN AMRO As arranger on USD700m term loan and
company at the time (August 2014). letter of credit facilities provided to certain
On a USD1.575bn financing to Suzlon Australian members of the Adani group of
in relation to an acquisition of companies. This complex, multi-tranche set
VARIOUS BANKS (INCLUDING CREDIT RE Power in Germany.
SUISSE, AXIS BANK, BANK OF INDIA, of facilities was provided to refinance a
number of existing financing arrangements
SYNDICATE BANK, EXPORT-IMPORT AXIS BANK AND OTHER LENDERS and fund the development of the group’s
BANK OF INDIA AND CANARA BANK) Carmichael mine in Queensland.
On a USD950m financing for the
As lenders in relation to multiple limited acquisition of InterGen by GMR.
recourse U.S. dollar bank facilities for offshore MANDATED LEAD ARRANGERS
borrowers for the purpose of financing
advance payments to Essar Steel India On the USD3bn financing for Tata Motors,
Limited as the supplier. The advance payments in connection with the acquisition of
were made under supply agreements for the Land Rover and Jaguar Cars from Ford.
future supply of steel and iron products by
the supplier to the offshore borrowers.
allenovery.com10 Supporting you in India | 2019
Indian Equity and Debt Capital Markets
TATA STEEL LIMITED UPL CORPORATION LIMITED JSW STEEL LIMITED
A global financial services group, ANZ, ANZ, Credit Suisse, MUFG, Citi, Rabobank, Credit Suisse Securities (Europe) Limited, Citi,
Bank of America Merrill Lynch, BNP Paribas, DBS Bank and J.P. Morgan as joint lead BNP Paribas, DB and J.P. Morgan as the
CA-CIB, Citi, DBS, Deutsche Bank, managers on the issue of Reg S USD300m joint lead managers on the Reg S USD500m
First Abu Dhabi Bank, HSBC, ING, 4.5% senior notes due in 2028 by UPL high-yield bond offering by JSW Steel
J.P. Morgan, Morgan Stanley, SMBC, Corporation Limited. Limited. JSW Steel Limited is an Indian
Société Générale and Standard Chartered Bank manufacturer of a diverse range of steel
as the joint lead managers in connection with STATE BANK OF INDIA products with an export presence in more
the high yield Reg S issue of USD300m 4.45% than 100 countries.
Advised the book running lead managers
notes due 2023 and USD1bn 5.45% notes
on the INR150bn (approximately USD2.3bn)
due 2028 by ABJA Investment Co. Pte. Ltd, a VEDANTA RESOURCES
qualified institutional placement (QIP) issue
subsidiary of Tata Steel Limited.
of equity shares by State Bank of India. A global financial services group, Citi,
LODHA DEVELOPERS J.P. Morgan and Standard Chartered Bank
INTERNATIONAL LIMITED RURAL ELECTRIFICATION as dealer managers on the abbreviated cash
CORPORATION LIMITED tender offers by Vedanta Resources for any
J.P. Morgan, CITIC CLSA Securities and and all of its USD750m bonds due 2018 and
UBS as joint book runners and lead ANZ, a global financial services group, USD1.2bn bonds due 2019 and as joint lead
managers in connection with the Reg S-high BNP Paribas, HSBC, Mizuho Securities managers on the concurrent Rule 144A/Reg
yield offering of USD125m 12% senior and MUFG as joint lead managers ( JLMs) S high yield offering of USD1bn bonds due
notes due 2020 by Lodha Developers in connection with the Reg S green bond 2022 by Vedanta Resources.
International Limited. offering of senior unsecured notes due 2027
by Rural Electrification Corporation Limited This deal won Best High Yield Bond by FinanceAsia’s
POWER FINANCE (REC). The dollar-denominated ten-year Achievement Awards 2017 and Best High-Yield
CORPORATION LIMITED 3.875% bond issuance raised USD450m Bond/ Best Liability Management in South Asia
for the Indian issuer. by The Asset 2017.
A global financial services group, SBICAP IBLJ Deal of the year 2017
(Singapore) Limited and Standard Chartered HOUSING DEVELOPMENT FINANCE
Bank as joint lead managers on the Reg S
BPRL INTERNATIONAL SINGAPORE CORPORATION LIMITED
green bond offering of USD400m 3.75%
senior notes due 2027 by Power Finance PTE LIMITED Axis Bank, HSBC, Nomura and Standard
Corporation Limited under its USD1bn MTN Citi, Standard Chartered Bank, DBS, Chartered Bank advised joint lead managers
programme. The bond was certified by the MUFG and SBI Capital Markets as joint on the landmark issue of INR33bn
Climate Bonds Initiative and verified by an lead managers on the issuance of BPRL (approximately USD500m) masala bonds by
independent assurance statement. International Singapore PTE Ltd USD6bn Housing Development Finance Corporation
4.375% notes due 2027 under its USD2bn Limited (HDFC). This was the world’s
INDIAN RENEWABLE ENERGY MTN programme. The notes were guaranteed largest corporate masala bond issuance to
DEVELOPMENT AGENCY LIMITED by its parent company, Bharat Petroleum be listed on the London Stock Exchange.
A global financial services group, Corporation Ltd. Allen & Overy was the
Standard Chartered Bank, Axis Bank, HSBC, sole international counsel on the issue. FULLERTON INDIA CREDIT
ICICI Bank and Yes Bank as the joint lead COMPANY LIMITED
managers in connection with the offering of HPCL-MITTAL ENERGY LIMITED Credit Suisse on the issue of INR5bn 8.125%.
INR19.5bn 7.125% green masala bonds due Masala bonds due 2019 by Fullerton India
ANZ, Citi, J.P. Morgan, SBICAP and
2022 by the Indian Renewable Energy Credit Company Limited, the first non-banking
Standard Chartered Bank as joint lead
Development Agency Limited. The bonds are finance company to issue a masala bond.
managers in connection with the Reg S
certified by the Climate Bonds Initiative. This
debut high yield offering of USD375m
is the first green masala bonds listed
5.25% senior unsecured notes due 2027 by YES BANK
on the London Stock Exchange’s new
HPCL-Mittal Energy Limited.
International Securities Market. As the bookrunning lead managers on the
HPCL-Mittal Energy Limited (HMEL) is a INR49.06bn (approximately USD750m)
SUNTECK REALTY LIMITED joint venture between Hindustan Petroleum qualified institutions placement (QIP) issue of
Corporation Limited (HPCL) and Mittal equity shares by YES Bank Limited, the largest
The book running lead managers on the Energy Investment Pte Ltd, Singapore, ever private sector QIP from India.
QIP issue of 15,527,950 equity shares a Lakshmi N Mittal Company. HMEL
aggregating approximately INR5bn owns one of the largest refineries in India.
(USD76m) by Sunteck Realty Limited,
a prominent realty developer based
in Mumbai.
“They are one of the leaders in this field without a doubt. They provide a very good-quality service, we think
of them very favourably. One of the top picks if we are seeking legal representation in this type of work.”
Chambers Asia Pacific, 2018
© Allen & Overy LLP 201911
NEERG ENERGY LIMITED GLENMARK EXPORT-IMPORT BANK OF INDIA
Bank of America Merrill Lynch, Goldman Sachs, PHARMACEUTICALS LIMITED Bank of America Merrill Lynch and J.P. Morgan
HSBC, J.P. Morgan and UBS on the landmark J.P. Morgan as the sole manager on Glenmark as joint bookrunners on Export-Import Bank
USD475m high-yield bond transaction by a Pharmaceuticals Limited’s USD170m of India’s inaugural USD500m Reg S green
Mauritian orphan special purpose vehicle, convertible bond with a rare “resettable onward bond issue due 2020. The transaction marked
Neerg Energy Limited (Neerg Energy), starting equity-linked” feature. the first USD-denominated green bond out of
the proceeds of which were used to subscribe India as well as the first benchmark-sized green
to masala bonds issued by certain subsidiaries NTPC LIMITED bond out of Asia in 2015.
of ReNew Power Ventures Private Limited
(ReNew), one of India’s largest renewable Axis Bank, Singapore Branch, HSBC, MUFG TML HOLDINGS PTE LIMITED
energy companies. and Standard Chartered Bank as joint lead
IBLJ Deal of the Year 2017 managers on NTPC Limited’s INR20bn green ANZ in connection with the SGD350m
masala bond issue, the first of its kind and is tender offer and consent solicitation exercise
dual listed on the London and Singapore Stock undertaken by TML Holdings Pte Ltd,
ONGC VIDESH VANKORNEFT Exchanges. The green bond is certified by the a subsidiary of Tata Motors.
PTE LIMITED Climate Bond Initiative.
Citigroup and Standard Chartered Bank as joint Emerging Markets Awards 2016, INDUS GAS LIMITED
global co-ordinators, and with DBS Bank Ltd., Capital Markets Debt Deal of the Year
On the establishment of its USD300m
Mizuho Securities, MUFG and SMBC Nikko,
multicurrency MTN programme and
as joint lead managers, in connection with STATE BANK OF INDIA subsequent issue of SGD100m Reg S
ONGC Videsh Vankorneft Pte. Ltd. (OVVL)’s
On its issue of USD300m denominated senior unsecured notes due 2018 guaranteed
USD1bn notes issuance. The issuance is the
Additional Tier 1 bonds, the first transaction by Newbury Oil Company Limited
first dual tranche issuance from India in 2016
of its kind in India. This landmark transaction and iServices Investments Limited
and comprised a SGD400m senior notes due
opened up the international markets for notes due 2020.
2022 tranche and a USD600m senior notes
due 2026 tranche. Indian regulatory capital issuances.
IDBI BANK LIMITED
EXPORT-IMPORT BANK OF INDIA MOTHERSON SUMI SYSTEMS LIMITED ANZ, BNP Paribas, Citigroup, HSBC,
JM Financial Institutional Securities Limited, J.P. Morgan and Standard Chartered Bank
On its inaugural USD1bn Rule 144A/Reg S
UBS Securities India Private Limited, as joint lead managers on IDBI Bank
bond issue under EXIM’s USD10bn Global
Icici Securities Limited, IDFC Bank Limited Limited’s inaugural USD350m Reg S
Medium-Term Note Program.
and IIFL Holdings Limited as bookrunning lead green bond issue, the second Indian
managers on Motherson Sumi Systems Ltd’s bank to issue green bonds.
MOTHERSON AUTOMOTIVE SYSTEMS
INR19,934.49m (approximately USD300m)
GROUP B.V. qualified institutions placement. EROS INTERNATIONAL PLC
ANZ, DBS, Deutsche Bank, HSBC, On the first bond issued by a leading global
Standard Chartered Bank and a global BHARAT PETROLEUM CORPORATION company in the Indian language film
financial services group as joint lead entertainment sector on the Order Book
managers on Samvardhana Motherson Deutsche Bank as the sole arranger,
dealer and international legal counsel on for Retail Bonds. Eros International PLC,
Automotive Systems Group B.V.’s the leading Indian film entertainment
USD300m high yield notes issue and Bharat Petroleum Corporation’s USD500m
Reg S bond issue due 2025, pursuant to its company, announced the successful closure
a follow on USD100m tap issuance. of its offer period on 8 October 2014.
The offering involved guarantees and USD2bn Reg S MTN programme.
The seven year 6.5% retail bond
collateral from multiple subsidiary raised GBP50m.
guarantors across 11 jurisdictions.
Medium-Term Note Programmes
Allen & Overy has advised on all updates or establishments of, or takedowns under,
Medium-Term Note (MTN) programmes for the following institutions in India:
– Axis Bank – HDFC Limited – Rural Electrification Corporation
– Bank of Baroda – ICICI Bank Limited – Shriram Transport Finance Company Limited
– Bank of India – IDBI Bank – State Bank of India
– Bharat Petroleum Corporation – Mahindra & Mahindra Financial Services – Syndicate Bank
– Canara Bank – NTPC Limited – Union Bank of India
– Dewan Housing Finance Corporation Limited – National Highways Authority of India – Yes Bank
– Export-Import Bank of India – Power Finance Corporation
– HDFC Bank – Power Grid Corporation of India
allenovery.com12 Supporting you in India | 2019
Project Finance
ASIAN DEVELOPMENT BANK (ADB) FMO AND DEG GMR/FRAPORT/INDIAN
In relation to its assistance to ReNew Power On the financing of an expansion to a DEVELOPMENT
Ventures Private Limited for the purpose of calcined petroleum coke plant in India. FUND CONSORTIUM
developing 709MW of wind and solar projects On the bidding for a strategic stake
across six states in India. This is also the first ICICI BANK in the Delhi and Mumbai Airports.
financing to include funds from both ADB
and Leading Asia’s Private Infrastructure Fund On the financing of the 260MW coal/corex
gas‑fired Jindal captive power plant in ICICI BANK
(an ADB administered fund provided by Japan
International Cooperation Agency). Karnataka, India. Our work included On the project financing for the Dhamra Port
a review of existing and proposed PPA in Orissa.
and the FSA.
AXIS BANK
On a USD115m secured loan facility for the THE ANDHRA PRADESH BARGE
AXIS BANK
purpose of the acquisition and construction On the Andhra Pradesh barge-mounted
of a one-stop integrated offshore repair On project financing provided to the Reliance Independent Power Project.
facility catering to offshore vessels ADAG Group for the development of a
and merchant ships at Kakinada Port, highway in Pune, India.
TCI SANMAR CHEMICALS
in the State of Andhra Pradesh, India.
THE BANKS On a USD868m project to establish
A SYNDICATE OF LENDERS world-class VCM/PVC production facilities.
On project financing provided to the Reliance This landmark transaction is the first
Led by Axis Bank, on a USD358m term loan ADAG Group for the development of power substantial international project loan to be
facility and USD25m letter of credit facility transmission lines in Gujarat, India. wholly financed by Indian banks.
provided to GMR Male International Airport
in connection with the expansion and HSBC THE COMMERCIAL LENDERS
development of the Male International
Airport in the Maldives. On a project financing facility provided to the In relation to what we believe was the first
CLP Group in India in connection with the project financing for a fixed line network
development of wind turbines. in India – Hughes Ispat.
U.S. EX-IM BANK AND
J.P. MORGAN CHASE BANK
STANDARD CHARTERED BANK
In connection with USD2.1bn of financing
to be provided to Reliance Industries On a project financing facility provided to the
Limited for the expansion of the CLP Group in India in connection with the
Jamnagar refinery facility under an development of wind turbines.
Ex-Im bank guaranteed facility.
THE POWER GENERATION
THE DEVELOPERS EQUIPMENT SUPPLIER
In connection with a 297MW hydroelectric On the IB Vally Power Project.
power station at Almatti on the Krishna River
in Karnataka. THE PROJECT COMPANY
In relation to a terminal at Pipavav Port,
ONE OF THE SPONSORS Gujarat, India, on a variety of matters,
In connection with the 145MW including all the land issues, the port
naphtha-based combined cycle plant, concession agreement, port policy and
the Mandya Power Project, in Karnataka. relevant port statutes.
“A group with excellent credentials for India-related
financing work, including advising international lenders on
investments into projects in various areas of resources.”
Chambers Global, 2017
© Allen & Overy LLP 201913
Arbitration
BG AND RIL THE HONG KONG BRANCH OF AN NISSAN MOTORS
Representing BG and RIL in an arbitration INDIAN BANK Representing Nissan Motors in a USD350m
commenced against the Government of India Representing the Hong Kong branch of an Singapore-seated investment treaty arbitration
under the UNCITRAL Rules 1976, with a Indian bank in disputes arising from sums of against the Republic of India pursuant to the
seat in London. The claims arise under two approximately USD0.5bn owed to it under 2011 Comprehensive Economic Partnership
(Indian law governed) Production Sharing letters of undertaking issued by an Indian Agreement between Japan and India in
Contracts (PSCs) entered into in 1994 in bank. connection with certain outstanding
respect of two oil and gas fields located off investment incentive sums owed to Nissan by
the west coast of India. The dispute relates AN INTERNATIONAL BANK the State Government of Tamil Nadu. We are
to a variety of issues including the correct also advising on related local proceedings in
interpretation of the cost recovery provisions On bringing a claim on behalf of the private the Indian courts.
in the PSCs, the mechanism for profit sharing equity arm of an international investment
between the parties and the amounts of bank in a shareholders’ dispute between FOUR DIFFERENT BANKS
royalty, Cess and service tax payable to the its subsidiary (the claimant), a privately
Government in respect of gas sold under the owned property development firm in India On separate claims arising under ISDA
PSCs. The Government has raised a number (the company), and other shareholders master agreements against Indian-based
of high-value counterclaims, including (the respondents). The dispute was referred counterparties. The disputes have been
complaints relating to the manner in which to international arbitration in London under referred to separate arbitration proceedings
the fields have been developed. The value the UNCITRAL Arbitration Rules and arose in London under the LCIA/ICC Rules.
of the sum in dispute exceeds USD5bn. out of a complex suite of transaction All of the agreements are governed by
documents governed by Indian law. English law.
TWO RESPONDENT BANKS The dispute concerned the claimant’s right
to exit its investment in the company via A MAJOR EUROPEAN MULTINATIONAL
Acting for two Respondent Indian banks a put option established under the parties’
in 16 separate claims commenced by four contractual arrangements. The respondents On an LCIA arbitration with its Indian joint
claimants/ship-owners. The claims arose in had refused to satisfy the claimant’s put venture partner. The seat is Singapore and
respect of 16 guarantees issued by the two option on grounds that it is contrary to the governing law is Indian.
banks. The guarantees were intended to Indian foreign investment regulations.
secure advance instalments paid by the We succeeded in obtaining an award A LEADING SCANDINAVIAN
claimants to an Indian shipyard/builder for around INR5.5bn (or USD90m) TELECOMMUNICATIONS COMPANY
pursuant to four separate shipbuilding together with costs.
contracts. The guarantees were governed On two related arbitration proceedings
by English law. The arbitration was seated against a subsidiary of a substantial
LEADING JAPAN-BASED GLOBAL Indian conglomerate.
in Singapore and subject to the SIAC Rules,
MANUFACTURING COMPANY
Allen & Overy also provided strategic input
on related proceedings commenced by the Acting for a leading Japan-based global AN INDIAN COMPANY
applicant shipyard in the Indian and manufacturing company in a Singapore On an LCIA arbitration against a Japanese
Singapore Courts and its inter-relationship arbitration concerning the termination of electronics multinational before a sole
with the SIAC proceedings. The clients a distribution agreement with an Indian arbitrator. Our client was successful in
engaged Indian and Singapore counsel counterparty. The case involved emergency defeating the other side’s debt claim for
respectively to represent them in these related arbitrator proceedings under the SIAC Rules, USD7m and, more importantly, our client
proceedings. The value of the sum in dispute: with applications for urgent interim relief succeeded in its counterclaim for fraud
approximately USD95m. filed by both sides. The dispute involves and against the other party, quantified
has involved questions of Japanese, Indian at USD78m.
and Singapore law, as well as international
arbitral practice. Substantive proceedings
are ongoing.
Chambers Asia – A&O India Rankings:
Banking & Finance – Band 1 Dispute Resolution – Band 1
Capital Markets – Band 1 Projects & Energy – Band 2
allenovery.com14 Supporting you in India | 2019
A MAURITIAN FUND VARIOUS INTERNATIONAL A LEADING DISTRIBUTOR OF
Representing a Mauritian fund in a dispute in INVESTMENT BANKS ALCOHOLIC PRODUCTS
relation to the terms and conditions of a Representing various international investment Representing a leading distributor of alcoholic
Share Subscription and Shareholders banks in disputes arising out of India-related products in India, which entered into a
Agreement with an Indian promoter. derivatives contracts, seated in London distribution agreement with a global beer
or Singapore. company. Following the expiration of the
AN INTERNATIONAL ASSET MANAGER agreement, disputes arose in connection
A GLOBAL INVESTMENT BANK with the shipment of unordered products,
Representing an international asset manager the tax liability for those products,
in litigation proceedings before the English Representing a global investment bank in a and promotional expenditures for the
and Indian courts in relation to investments dispute concerning the specific performance distribution of products.
made in India. of the bank’s conversion rights in respect
of convertible bonds in an Indian logistics
company, including a jurisdictional dispute
as between the National Company Law
Tribunal and the arbitral tribunal.
“Maintains an outstanding reputation for arbitrations involving banks and financial institutions, including
derivatives disputes connected to ISDA master agreements. Deep experience acting on arbitration matters for
Indian conglomerates in the energy, media and telecoms sectors. Increasingly active on international disputes
featuring Japanese investors in the Indian market.”
Chambers Asia Pacific, 2018
© Allen & Overy LLP 201915
Private Equity
A CLIENT AMTEK GLOBAL TECHNOLOGIES ING BANK (SINGAPORE BRANCH)
On an international debt financing for a PTE. LTD. AND DBS BANK
private equity investment in India. On its EUR235m long-term facilities provided As mandated lead arrangers on USD149m
by Kohlberg Kravis Roberts & Co.’s U.S. and CAD1m senior multicurrency term and
ADVENT INTERNATIONAL and European debt and credit investment revolving facilities. The facilities were raised
funds. The loan facility provided by the by a consortium of equity investors (led by
As the financial sponsor of India’s first KKR funds to AGT will be used, inter alia, CX Partners and Capital Square Partners)
synthetic INR denominated margin loan. to refinance all of the existing debt of AGT for the leveraged buy-out of the Aditya Birla
This financing is a first-of-its-kind facility and its subsidiaries. group’s Business Process Outsourcing
to monetise listed Indian shares, (BPO) business.
while simultaneously protecting the
offshore borrower from the exchange BARING PRIVATE EQUITY ASIA
rate fluctuations in relation to its BBVA LED SYNDICATE
On its USD465m acquisition financing of a
underlying income stream. 42% stake in Hexaware Technologies, a major A syndicate of banks, led by BBVA, Santander,
Indian information technology services Caixa Bank and a global financial services
BNP PARIBAS, company. This was the largest investment by a group, on the financing for an amount of
BABSON CAPITAL, APOLLO PE major in India at the time, as well as one of EUR300m granted to a special purpose
the largest PE deals in the Indian IT services vehicle owned indirectly by the fund M1 New
The lenders on the financing of an acquisition segment as reported by The Business Standard Ventures and the private equity firm L Capital
by Bain Capital Private Equity of a minority at the time. Asia Advisors (LVMH). The financing was
interest in Singapore based engineering used to fund part of the acquisition of Pepe
services firm QuEST Global. Jeans, S.L., refinance certain existing financial
AION CAPITAL PARTNERS
indebtedness and finance the working capital
NOMURA, ING, INVESTEC, The India fund of U.S. private equity firm purposes of the group (including assets
SIEMENS AND CITI Apollo Global Management, on its acquisition in India).
of GE Capital’s commercial lending and
A consortium of lenders refinancing the leasing businesses in India.
acquisition debt involved in the leveraged CAPITAL INTERNATIONAL PRIVATE
acquisition by the Partners Group of CSS EQUITY FUND
BARING PRIVATE EQUITY ASIA
Technologies, an IT services company spread On the acquisition of Bharti Airtel’s passive
across USA, India, Mauritius, Netherlands, On its acquisition of a minority stake in infrastructure businesses in six African
the Philippines and Poland. The acquisition cement maker Lafarge India from Lafarge jurisdictions.
was the largest LBO by the Partners Group France. This was one of the first minority
in Asia. acquisition deals that was leveraged with a
complex offshore financing and vendor
AION CAPITAL PARTNERS LTD financing structure at the time. We also advised
(APOLLO’S INDIA FUND IN JOINT on Baring Private Equity’s subsequent disposal
of the stake in Lafarge India in 2015.
VENTURE WITH ICICI BANK)
On its acquisition of GE’s commercial
lending and leasing businesses in India. The
buyout transaction is the first deal of its kind
in the financial services sector in India.
One of the leading international Financial and corporate – “Allen & Overy is a market leader
law firms for India work in 2017 Active foreign firm among the international firms
India Business Law Journal, 2017 IFLR1000, 2017 handling India-related work.”
Legal 500, 2017
allenovery.comGLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in 44 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Bucharest (associated office) Ho Chi Minh City Moscow Seoul Amsterdam Budapest Hong Kong Munich Shanghai Antwerp Casablanca Istanbul New York Singapore Bangkok Doha Jakarta (associated office) Paris Sydney Barcelona Dubai Johannesburg Perth Tokyo Beijing Düsseldorf London Prague Warsaw Belfast Frankfurt Luxembourg Riyadh (cooperation office) Washington, D.C. Bratislava Hamburg Madrid Rome Yangon Brussels Hanoi Milan São Paulo Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings. © Allen & Overy LLP 2019 | CS1811_CDD-53214_ADD-79855 allenovery.com
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