Supporting you in India 2021 - allenovery.com - Allen & Overy
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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 are investing in India or looking to expand their operations deals 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, acting for a We have done this by providing them with the right variety of India’s most exciting companies and a number of resources to complete complex cross-border transactions, 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 group GMR, A&O’s India Group is made up of over 100 partners and India’s leading wind energy company Suzlon, National associates drawn from across our network of international Thermal Power Corporation (NTPC), ICICI Bank, Bank of offices, particularly Dubai, Hong Kong, London, India, State Bank of India, Axis Bank and Reliance Industries. Singapore, Sydney and New York. Indian regulation prohibits us from practising Indian law All of these professionals have deep specialist knowledge of ourselves and from having our own office in India, but we the Indian market and a long track record of working enjoy strong working relationships with the leading Indian on India-related matters. But they also reflect the full range law firms. This allows us to provide a seamless and full range of practice areas in which A&O excels, including foreign of legal services to clients, helping them to grow both within direct investment, M&A, banking, capital markets, litigation, India and across the world. arbitration and employment, as well as the full 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 Chambers Asia Pacific Awards, 2017 Top 50 Foreign law firms – Ranked 2 RSG India report 2019 Tier 1 India Foreign Firms Legal500, 2019 Finance, International firm of the year Chambers Asia Pacific Awards, 2018 2 Supporting you in India | 2021
Full service expertise Best in class specialists across all legal disciplines A cohesive team to advise on on your critical transactions and matters Trusted adviser Sector insight, business understanding and a commercial approach We give you value by providing strategic advice, on or off deal Unrivalled global capability The largest global footprint of our peer group and a ‘best friend’ network of associated firms Market-leading advice, anywhere, at any time Market-leading execution Innovation and efficiency in project management, resourcing, pricing and technology You save time and money while retaining quality Leading individuals Consistent global quality across all disciplines, with unrivalled bench strength Giving you confidence that you are getting the very best advice allenovery.com 3
Our global network Key India-related practice areas Corporate ICM Banking & Finance Our Corporate practice actively advises A&O International Capital Markets practice A&O has been recognised as the market international clients on investment in India continues to be a leading force in the India leader in Indian and international high-end, as well as Indian corporates on cross-border region for debt and equity capital markets multi-jurisdictional financial legal advice. transactions. We advise on a full spectrum transactions covering both U.S. securities The practice advises clients on complex, of corporate work, including corporate and English law advice on a range of products, cutting-edge financing structures, and in the finance and equity capital markets work, including medium-term note programmes last year has advised on a significant number mergers and acquisitions, joint ventures, and commercial paper, high-yield, hybrid of innovative financings across the region and private equity investments and commercial and regulatory capital issues, U.S. private across industry sectors. The team continues agreements. We have extensive experience placements, rights issues, IPOs and Qualified to advise on many of the largest and most in advising corporates, banks and Institutional Placement (QIP). We have been innovative syndicated loan transactions in India. governments on cross-border work in the involved in numerous international capital region, including advising on many of the markets transactions, working for both issuers region’s major transactions. 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. 4 Supporting you in India | 2021
Multi-jurisdictional, multi-discipline capability A&O is a world-leading law firm, with approximately 5,400 people, including some 550 partners, working in over 40 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 AMERICA EUROPE AFRICA ASIA PACIFIC New York Amsterdam London Casablanca Bangkok Washington, D.C. Antwerp Luxembourg Johannesburg Beijing Barcelona Madrid Hanoi CENTRAL & Belfast Milan MIDDLE EAST Ho Chi Minh City SOUTH AMERICA Bratislava Moscow Abu Dhabi Hong Kong São Paulo Brussels Munich Dubai Jakarta* Budapest Paris Perth * Associated office Düsseldorf Prague Seoul Frankfurt Rome Shanghai Hamburg Warsaw Singapore Istanbul Sydney Tokyo Yangon Structured Finance Project Finance Dispute Resolution Our Structured Finance practice includes We have significant experience in advising A&O has one of the best-known India-focused Acquisition Finance. We have acted on on Indian project financings, particularly disputes practices in the world. We have an numerous complicated structured finance in the power, oil and gas, LNG and outstanding track record of achieving transactions, either by way of the issue of telecommunications sectors. Our role successful outcomes for our clients, handling bonds or notes, or by way of loans involving has included advising lenders, arrangers, both commercial and investment treaty Indian companies with extensive security sponsors and borrowers on a number arbitration work, as well as co-ordinating packages, including put options on promoters of major deals. Our power experience related Indian litigation, including special leave and pre-IPO financings with equity kickers. is primarily related to gas-fired, coal-fired petitions to the Supreme Court. We have and oil-fired power plants, as well as solar advised on numerous disputes with an and renewable energy-related matters in Indian nexus, representing both Indian India. We have also acted in connection companies and non-Indian companies with gas and LNG projects, mainly in Gujarat. with business interests in the country. Telecoms experience has included advice Our experience spans a wide range of sectors, on the financing of both fixed line and cellular including the banking and finance, real estate, networks, and the roll-out and operation of energy, telecommunications, manufacturing, GSM licences in India. Financing work has automotive and hospitality industries. also covered other projects such as railway construction and refining factories. allenovery.com 5
Mergers & Acquisitions AN OIL & GAS COMPANY AION CAPITAL PARTNERS HASSAD FOOD COMPANY On its 50:50 joint venture with the The India fund of U.S. private equity A subsidiary of Qatar Investment Authority, Adani Group in relation to certain liquefied firm Apollo Global Management, on its on its acquisition of a majority interest natural gas (LNG) assets in India and acquisition of GE Capital’s commercial in Bush Food Overseas Private Limited, a the establishment of a co-branded retail lending and leasing businesses in India. major branded rice business in India and network of 1,500 service stations and IBLJ Deal of the Year 2016 on its related joint venture arrangement. a gas/LNG marketing business This was a key M&A transaction undertaken across India. by Hassad Food Company since being LLOYD ELECTRIC & given its food security mandate. IBLJ Deal of the Year 2019 ENGINEERING LIMITED IBLJ Deal of the Year 2013 On the acquisition of Noske-Kaeser’s NASPERS Rail & Vehicles business in Germany, On the sale of its shareholding in New Zealand, Australia, Brazil and the U.S. A GLOBAL FINANCIAL INSTITUTION Flipkart to Walmart. On the EUR1.350bn sale of KBL, its private bank, to the Hinduja Group. BARING PRIVATE EQUITY ASIA IDEA CELLULAR LTD On its USD465m acquisition financing On the international aspects of the of a 42% stake in Hexaware Technologies, CARLSON REZIDOR HOTEL GROUP merger between Idea and Vodafone India. a major Indian information technology One of the world’s largest hotel groups, The USD23 billion merger transaction services company. This was the largest which owns, manages and operates will create India’s largest mobile telephone investment by a PE major in India at the the ‘Radisson’ brand of hotels globally, operator, with over 400 million customers time, as well as one of the largest PE deals on its strategic joint venture with and a 35% market share. in the Indian IT services segment as reported Bestech Hospitalities Pvt Ltd, a real estate by The Business Standard at the time. developer in India, to develop and operate IBLJ Deal of the Year 2014 49 new hotels across 11 key states in India. NASPERS FINTECH On its Series B investment in Paysense and on its Series A2 and Series B ONGC VIDESH LANCO INFRATECH investments in ZestMoney, two Indian On its proposed acquisition of a participating One of India’s largest and fastest-growing consumer lending startups. interest in the North Caspian Sea Production conglomerates on its acquisition of the Sharing Agreement, which includes the coal mines of failed Griffin Coal, in one of Kashagan fields. At USD5bn, it would India’s largest investments in Australia. A LEADING INDIAN BUSINESS have been the largest natural resources On the proposed sale of an equity acquisition for an Indian business had HILTON INTERNATIONAL interest to a strategic MNC investor the transaction proceeded to closing. to create a joint venture. On a major strategic joint venture with The Kashagan Field is the world’s largest The Oberoi Group which provided for current development project. the rebranding of a number of Indian VOLCAN INVESTMENTS hotels, including the Oberoi Towers in On its investment in one of the world’s RELIANCE INDUSTRIES Mumbai, as Hilton hotels. largest mining companies, Anglo American. On the sale to BP of a 30% stake in 23 production sharing contracts for BARING PRIVATE EQUITY ASIA JERA CO., INC USD7.2bn, exploration bonuses of up On its acquisition of a minority stake in On its USD200 million investment in to USD1.8bn and the formation of a joint cement maker Lafarge India from Lafarge ReNew Power Ventures Private Limited, venture for the sourcing and marketing France. This was one of the first minority one of India’s largest renewable of gas and development of related acquisition deals that was leveraged with energy companies. infrastructure in India. a complex offshore financing and vendor financing structure at the time. HINDALCO INDUSTRIES THOMAS COOK GROUP IBLJ Deal of the Year 2013 On the takeover bid by Metals X for On the GBP94m sale of its 77% Aditya Birla Minerals, a company in interest in Thomas Cook (India) to which Hindalco holds a 51% interest. Fairbridge Capital, a subsidiary of Fairfax Financial Holdings. 6 Supporting you in India | 2021
A UAE POWER COMPANY WEST ASIA MARITIME DUBAI FINANCIAL GROUP On the USD1.6bn consortium bid and The Indian shipping company on On the sale of its interest in the arrangements to purchase the Baspa the acquisition of the Middle East bulk Thomas Cook branded business Stage II and Karcham Wangtoo plants transloading business of Torvald Klaveness in India and the Middle East. in the northern state of Himachal Pradesh, Group, a Norwegian Middle East from Jaiprakash Power Ventures. bulk transloading business. AN INDIAN PURCHASER The acquisition will rank among the top 15 foreign investments made in On a 50% stake in an Indonesian NBC UNIVERSAL mining concession and on the India to date. On its investment in the networks related financing arrangements. business of New Delhi Television. A GLOBAL FINANCIAL INSTITUTION TANTI GROUP On its private equity investment in TM INTERNATIONAL The owner of wind turbine supplier Suzlon, Amalgamated Bean Coffee Trading Company in India. The international investment arm of on its joint venture with Arcapita and its Telekom Malaysia, on several regional strategic investment in wind farm energy acquisitions, including the acquisition of group Honiton Energy. A GLOBAL BIOPHARMACEUTICAL a 49% equity interest in Spice Communications COMPANY Private Limited, one of the leading service A GLOBAL PROVIDER OF On the sale of its German generic providers of mobile telephony in ALCOHOLIC PRODUCTS drug subsidiary Heumann to the Indian Punjab, India, and its subsequent IPO. pharmaceutical group Torrent. On the acquisition of Asia Pacific Breweries (Aurangabad) from Asia Pacific Breweries. HINDALCO A GLOBAL FINANCIAL INSTITUTION The Indian steel company, on the On its investment in Resurgere Mines acquisition of Novelis, a U.S.-based and Minerals India, a mineral product and aluminium manufacturer, for USD6bn. exploration company with operations in the states of Orissa and Jharkhand, India. A GLOBAL FINANCIAL INSTITUTION On the acquisition of Apeejay Finance. This was carried out in conjunction with the Burman family (investors based in Calcutta). “The firm has strong expertise in the corporate and commercial sphere.” Legal500, 2017 M&A team of the year IFLR Asia Awards, 2016 allenovery.com 7
Banking A GLOBAL FINANCIAL INSTITUTION DEBT FUNDS A GLOBAL FINANCIAL INSTITUTION On the financing of Bain’s acquisition Managed or advised by a global financial On a complex commodity offtake of shares in Axis Bank Limited. The M&A institution in connection with the first sub-participation agreement involving transaction aggregated USD1.8bn with acquisition financing transaction in Vedanta India Limited and Macquarie investments from Bain Capital and Life relation to an Indian target (Healthium Bank Limited. Insurance Corp (LIC). Medtech Private Limited), involving a Mauritian incorporated borrower and parent (wholly owned or managed by A GROUP OF GLOBAL FINANCIAL INVESTEC AND SMBC Apax Partners LLP funds). INSTITUTIONS AND SIEMENS As arrangers on a USD100m financing On a USD115m refinancing of the for a subsidiary of AION Partners acquisition debt involved in the leveraged in connection with the acquisition of A CLIENT acquisition by the Partners Group of a CSS InterGlobe Technologies, a leading On an international debt financing for Technologies, a IT services company provider of business processing services a private equity investment in India. spread across USA, India, Mauritius, to the travel industry. The transaction Netherlands, the Philippines and Poland. involved the purchase of operating The acquisition was the largest LBO by companies in both India and the ADVENT INTERNATIONAL the Partners Group in Asia. The transaction Philippines and required creating a As the financial sponsor of India’s first was a dividend recapitalization and structure that was compliant with Indian synthetic INR denominated margin involved a complex re-domiciliation process law and also permitted the taking of loan. This financing is a first-of-its-kind between Mauritius and Delaware and multiple levels of onshore security in facility to monetise listed Indian shares, a complex cash pooling agreement. the Philippines and offshore security while simultaneously protecting the in Mauritius and Singapore. offshore borrower from the exchange rate fluctuations in relation to its A GROUP OF GLOBAL underlying income stream. FINANCIAL INSTITUTIONS A GLOBAL FINANCIAL INSTITUTION As arrangers in relation to credit facilities In connection with a term loan facility made available to Indianet Bidco Pte. Ltd. for ChrysCapital to acquire a controlling THE LENDERS for the purposes of acquiring certain shares interest in GeBBS Healthcare Solutions. On the acquisition by Bain Capital in Serco BPO Private Holdings Limited, The borrower is a Mauritian SPV. The Hong of a minority interest in QuEST Global, Serco BPO Private Limited, Mena Business Kong and Shanghai Banking Corporation, involving a holdco share-backed Services L.L.C. and Eagle BPO Mauritius. Singapore Branch acted as arranger and financing structure including lender under the term loan facility. post-IPO margin financing features. A GLOBAL FINANCIAL INSTITUTION, ICICI BANK AND AXIS BANK A GLOBAL FINANCIAL INSTITUTION A GLOBAL FINANCIAL INSTITUTION In connection with their secured term In connection with a margin financing As the arranger of senior secured notes, loan facilities made available to Essar for the acquisition of shares of Housing and a number of other global financial Global Fund and certain offshore Development Finance Corporation institutions as arrangers of a super senior subsidiaries in an aggregate principal Limited, an Indian listed company. revolving credit facility provided to amount of up to USD4bn. Samvardhana Motherson Automotive IBLJ Deal of the Year 2015 Systems. The transaction is notable as it THE LENDERS represents a super senior revolving credit On the financing aspects of the take-private facility and senior secured notes arranged A GROUP OF GLOBAL acquisition of Vedanta Resources plc by on European bank/bond terms across FINANCIAL INSTITUTIONS its majority shareholder Volcan Europe and Asia, and highlights the Investments Ltd. growing variety and complexity of financing As mandated lead arrangers in relation to a structures arranged and executed in Asia. term loan facility of up to USD1,633,330,000 IBLJ Deal of the Year 2018 for Next Creation Trading Singapore Pte Ltd. (the offshore borrower) for the purpose A GROUP OF GLOBAL TWO GLOBAL FINANCIAL of financing long-term advance payments FINANCIAL INSTITUTIONS INSTITUTIONS, ICICI BANK, AXIS to Alok Industries Limited. BANK, KOTAK MAHINDRA AND A This transaction is one of the first to be In connection with Advent International’s GLOBAL DIVERSIFIED TECHNOLOGY acquisition financing for its acquisition completed in accordance with the RBI AND FINANCIAL SERVICES COMPANY Long-Term Export Advance Circular. of a majority stake in Manjushree Technopack Limited, an Indian The lenders and arrangers on a EUR260m It is an innovative structure within the new packaging solutions company. facility and GBP385m facility to Intas regulatory framework in India enabling Pharmaceuticals on its acquisition of Indian exporters to restructure local Actavis UK Ltd and Actavis Ireland Ltd. currency debt with offshore structured debt. ASIAN DEVELOPMENT BANK IBLJ Deal of the Year 2015 On its proposed assistance to ReNew Power Ventures Private Limited (ReNew) UNION BANK OF INDIA to finance the development and In connection with a term facility provided construction of a portfolio of renewable to Tata Teleservices Limited. energy projects in India. 8 Supporting you in India | 2021
A GLOBAL FINANCIAL INSTITUTION A GROUP OF GLOBAL A GLOBAL FINANCIAL INSTITUTION On the refinancing of existing debt FINANCIAL INSTITUTIONS On the USD2.5bn financing for facilities of the Whyte & Mackay Group. As lenders in relation to multiple limited Apollo Tyre’s attempted acquisition of USL Holdings (UK) Limited/United Spirits recourse U.S. dollar bank facilities for Ohio-based tyre manufacturer Cooper Tire Limited. It involved the refinancing of the offshore borrowers for the purpose of & Rubber Company. If it had been Group’s indebtedness in the context of financing advance payments to Essar completed, it would have marked the a mandatory sale required by the UK Steel India Limited as the supplier. largest-ever purchase of a U.S. company Office of Fair Trading of all or substantially The advance payments were made under by an Indian-based company. all of the Group’s interest in the supply agreements for the future supply of Whyte & Mackay Group. steel and iron products by the supplier to the offshore borrowers. ABN AMRO IBLJ Deal of the Year 2014 As documentation agent and mandated lead arrangers for ABN AMRO, Magyar VTB CAPITAL PLC A CONSORTIUM OF INTERNATIONAL, Export-Import Bank, Raiffeisen Bank, INDIAN AND BANGLADESHI LENDERS Standard Chartered and UniCredit in the On the debt financing arrangements for an all-cash acquisition by an indirect, In relation to syndicated financing to negotiation and documentation of the wholly-owned subsidiary of Essar Global BSRM Steel Mills for the development EUR300m secured term loan facilities for Fund Limited of the shares in Essar of a steel melting and billet casting plant Apollo Tyres. The facilities, which are Energy PLC not already owned by in Bangladesh. The financing involved a partially Hungary EXIM backed, will enable EGFL and the 4.25% convertible bonds U.S. dollar tranche and two Bangladesh Apollo Tyres to set up its new greenfield due 2016 guaranteed by EEPLC. taka tranches, one of which is plant in Hungary to complement the Sharia compliant. existing factory in the Netherlands, allowing Apollo Tyres to bring the whole range of A GLOBAL FINANCIAL INSTITUTION Apollo and Vredestein branded tyres to the AMTEK GLOBAL TECHNOLOGIES European market. As mandated lead arranger on a term PTE. LTD. loan facility of USD180m for Oil Bridge Pte, the offshore borrower, for the purpose On its EUR235m long-term facilities provided by Kohlberg Kravis Roberts & A GLOBAL FINANCIAL INSTITUTION of financing a long-term advance payment to Essar Oil, the supplier company Co.’s U.S. and European debt and credit On a USD560m syndicated term loan incorporated in India, under an advance investment funds. The loan facility provided facility to Ballarpur Paper Holdings, a payment and sale agreement entered into by the KKR funds to AGT will be used, inter subsidiary of India’s largest paper company. between the borrower and the supplier. alia, to refinance all of the existing debt This is India’s first cross-border leveraged of AGT and its subsidiaries. recapitalisation transaction. IBLJ Deal of the Year 2014 AXIS BANK AND OTHER LENDERS ICICI BANK On a USD950m financing for the acquisition of InterGen by GMR. A GLOBAL FINANCIAL INSTITUTION In connection with the proposed financing for the Dholpur Power As mandated lead arranger and lead Company, an oil-fired power project adviser on the financing of Bharti Airtel’s A GLOBAL FINANCIAL INSTITUTION in Rajasthan, India. USD10.7bn purchase of Zain Africa – On a USD1.575bn financing to Suzlon the largest financing ever raised for in relation to an acquisition of RE an acquisition by an Indian corporate. ICICI BANK Power in Germany. On financing Suzlon’s acquisition of a AXIS BANK AND A GLOBAL Chinese wind farm company. A GLOBAL FINANCIAL INSTITUTION FINANCIAL INSTITUTION AND FIRST GULF BANK On a term loan and letter of credit facility A GLOBAL FINANCIAL INSTITUTION As mandated lead arrangers in connection for Piramal Healthcare. The financing As arranger on the USD700m term loan with a USD500m financing for Twin Start structure was customised as necessary and letter of credit facilities provided to Mauritius Holdings Limited, a subsidiary and the overall deal value was USD240m. certain Australian members of the Adani of Vedanta Resources plc. The financing IBLJ Deal of the Year 2013 group of companies. This complex, was structured as a combination of a multi-tranche set of facilities was provided conventional loan and an Islamic to refinance a number of existing financing financing done under a Sharia MANDATED LEAD ARRANGERS arrangements and fund the development of compliant murabaha structure. On the financing for GVK Group’s the group’s Carmichael mine in Queensland. This was the first Islamic financing USD1.26bn acquisition of a majority transaction that a major Indian company stake in Hancock Coal and Infrastructure Projects in Australia. MANDATED LEAD ARRANGERS brought to the market and was among the largest Islamic financings by any On the USD3bn financing for Tata Motors, Indian company at the time (August 2014). in connection with the acquisition of Land Rover and Jaguar Cars from Ford. allenovery.com 9
Indian Equity and Debt Capital Markets DSP MERRILL LYNCH, A GLOBAL HPCL-MITTAL ENERGY LIMITED TATA STEEL LIMITED FINANCIAL INSTITUTION AND Advised the underwriters in HPCL-Mittal A group of global financial institutions, ANZ, NOMURA FINANCIAL ADVISORY Energy Limited’s issuance of USD300m BNP Paribas, CA-CIB, DBS, First Abu Dhabi SECURITIES (INDIA) 5.45% Senior Unsecured Notes due 2026. Bank, ING, SMBC, Société Générale and HMEL is a leading integrated refinery/ Standard Chartered Bank as the joint lead On the USD1.25bn initial public offering by petrochemical company in India and after managers in connection with the high-yield SBI Cards and Payment Services Limited. its first HY bond issuance in 2017, this is Reg S issue of USD300m 4.45% notes due its second HY bond issuance, both of 2023 and USD1bn 5.45% notes due 2028 which Allen & Overy advised the by ABJA Investment Co. Pte. Ltd, DBS BANK, FIRST ABU DHABI BANK, underwriters on. a subsidiary of Tata Steel Limited. SBICAP (SINGAPORE) LIMITED AND THREE GLOBAL FINANCIAL INSTITUTIONS MUTHOOT FINANCE LODHA DEVELOPERS Advised the issuer in Muthoot Finance INTERNATIONAL LIMITED As the joint bookrunners and joint lead managers on the high-yield offering by Limited’s establishment of its USD2bn A global financial institution, CITIC CLSA HPCL-Mittal Energy Limited of USD300m Global Medium Term Note Programme and Securities and UBS as joint book runners 5.45% senior unsecured notes due 2026. issuance of USD450m 6.125% notes due and lead managers in connection with the 2022. Muthoot Finance Limited is known as Reg S high-yield offering of USD125m the largest gold financing company in the 12% senior notes due 2020 by Lodha MUTHOOT FINANCE LIMITED world. Its inaugural tapping into the Developers International Limited. international capital market is significant. On the establishment of a USD2bn Global Medium Term Note Programme and issuance POWER FINANCE of USD450m 6.125% notes due 2022. THE LEAD MANAGERS CORPORATION LIMITED In Oil India Limited’s USD550m 5.125% A global financial institution, SBICAP bond offering, which was issued under (Singapore) Limited and Standard Chartered SUZLON ENERGY LIMITED Regulation S of the U.S. Securities Act of Bank as joint lead managers on the Reg S As issuer on the restructuring and consent 1933. Oil India Limited is the second-largest green bond offering of USD400m 3.75% solicitation relating to its USD546.916m national oil and gas company in India as senior notes due 2027 by Power Finance step-up convertible bonds due 2019. measured by total proven plus probable oil Corporation Limited under its USD1bn MTN and natural gas reserves and production. programme. The bond was certified by the JAIPRAKASH POWER Climate Bonds Initiative and verified by an REC LIMITED independent assurance statement. VENTURES LIMITED As the issuer on the restructuring and On the conversion of its USD3bn EMTN consent solicitation relating to its USD200m programme into the USD5bn GMTN INDIAN RENEWABLE ENERGY convertible bonds due 2016. programme, and the subsequent USD700m DEVELOPMENT AGENCY LIMITED 5.250 per cent. Notes due 2023. A global financial services group, The notes are listed on SGX and ISM. Standard Chartered Bank, Axis Bank, REC LIMITED HSBC, ICICI Bank and Yes Bank as the joint On the update of its USD7bn Global YES BANK lead managers in connection with the Medium Term Note Programme. offering of INR19.5bn 7.125% green masala As the bookrunning lead managers on bonds due 2022 by the Indian Renewable the INR49.06bn (approximately USD750m) Energy Development Agency Limited. The POWER FINANCE qualified institutions placement (QIP) issue bonds are certified by the Climate Bonds of equity shares by YES Bank Limited, the CORPORATION LIMITED Initiative. This is the first green masala bonds largest-ever private sector QIP from India. listing on the London Stock Exchange’s On the update of its USD5bn Global Medium Term Note Programme and the new International Securities Market. issuance of USD750m 3.950% notes due A GLOBAL FINANCIAL INSTITUTION 2030 thereunder. BPCL – A&O acted as international SUNTECK REALTY LIMITED counsel to the Arranger in relation to the The bookrunning lead managers on update of BPCL’s USD2bn Medium Term the QIP issue of 15,527,950 equity STATE BANK OF INDIA Note Programme. shares aggregating approximately INR5bn On its USD1.25bn dual tranche Regulation (USD76m) by Sunteck Realty Limited, S/Rule 144A senior notes issuance, which a prominent realty developer based included USD400m of 4.00% notes due in Mumbai. 2022 and USD850m of 4.375% notes due 2024. This was the first Rule 144A bond offering by an Indian issuer in 2019, and State Bank of India’s return to the U.S. capital markets after its record-setting qualified institutional placement in 2017. IBLJ Deal of the Year 2019 10 Supporting you in India | 2021
UPL CORPORATION LIMITED HPCL-MITTAL ENERGY LIMITED VEDANTA RESOURCES ANZ, a group of global financial institutions, ANZ, a group of global financial institutions, A group of global financial institutions and MUFG, Rabobank and DBS Bank as joint SBICAP and Standard Chartered Bank as Standard Chartered Bank as dealer lead managers on the issue of Reg S joint lead managers in connection with the managers on the abbreviated cash tender USD300m 4.5% senior notes due in 2028 Reg S debut high-yield offering of offers by Vedanta Resources for any and all by UPL Corporation Limited. USD375m 5.25% senior unsecured notes of its USD750m bonds due 2018 and due 2027 by HPCL-Mittal Energy Limited. USD1.2bn bonds due 2019, and as joint HPCL-Mittal Energy Limited (HMEL) is lead managers on the concurrent Rule STATE BANK OF INDIA 144A/Reg S high-yield offering of USD1bn a joint venture between Hindustan Advised the bookrunning lead managers Petroleum Corporation Limited (HPCL) bonds due 2022 by Vedanta Resources. on the INR150bn (approximately USD2.3bn) and Mittal Energy Investment Pte Ltd, This deal won Best High Yield Bond by qualified institutional placement (QIP) issue Singapore, a Lakshmi N Mittal Company. FinanceAsia’s Achievement Awards 2017 of equity shares by State Bank of India. HMEL owns one of the largest refineries and Best High-Yield Bond/ Best Liability in India. Management in South Asia by REC LIMITED The Asset 2017. ANZ, a group of global financial institutions, JSW STEEL LIMITED BNP Paribas, Mizuho Securities A group of global financial institutions and HOUSING DEVELOPMENT and MUFG as joint lead managers (JLMs) BNP Paribas as the joint lead managers in connection with the Reg S green bond FINANCE CORPORATION LIMITED on the Reg S USD500m high-yield bond offering of senior unsecured notes due 2027 offering by JSW Steel Limited. JSW Steel Axis Bank, a global financial institution, by Rural Electrification Corporation Limited Limited is an Indian manufacturer of Nomura and Standard Chartered Bank (REC). The dollar-denominated ten-year a diverse range of steel products with advised joint lead managers on the 3.875% bond issuance raised USD450m an export presence in more than landmark issue of INR33bn (approximately for the Indian issuer. 100 countries. USD500m) masala bonds by Housing Development Finance Corporation Limited (HDFC). This was the world’s largest BPRL INTERNATIONAL STATE BANK OF INDIA corporate masala bond issuance to be SINGAPORE PTE LIMITED On its issue of USD300m denominated listed on the London Stock Exchange. A global financial institution, Standard Additional Tier 1 bonds, the first transaction Chartered Bank, DBS, MUFG and SBI of its kind in India. This landmark transaction Capital Markets as joint lead managers opened up the international markets for FULLERTON INDIA CREDIT on the issuance of BPRL International Indian regulatory capital issuances. COMPANY LIMITED Singapore PTE Ltd USD6bn 4.375% A global financial institution on the issue of notes due 2027 under its USD2bn MTN INR5bn 8.125%. Masala bonds due 2019 programme. The notes were guaranteed by Fullerton India Credit Company Limited, by its parent company, Bharat Petroleum the first non-banking finance company Corporation Ltd. Allen & Overy was the to issue a masala bond. sole international counsel on the issue. Medium-Term Note Programmes A&O 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.com 11
EXPORT-IMPORT BANK OF INDIa NTPC LIMITED TML HOLDINGS PTE LIMITED On its inaugural USD1bn Rule 144A/Reg S Axis Bank, Singapore Branch, a global ANZ in connection with the SGD350m bond issue under EXIM’s USD10bn Global financial institution, MUFG and Standard tender offer and consent solicitation exercise Medium-Term Note Program. Chartered Bank as joint lead managers on undertaken by TML Holdings Pte Ltd, NTPC Limited’s INR20bn green masala a subsidiary of Tata Motors. bond issue, the first of its kind and dual NEERG ENERGY LIMITED listed on the London and Singapore Stock A group of global financial institutions on Exchanges. The green bond is certified by INDUS GAS LIMITED the landmark USD475m high-yield bond the Climate Bond Initiative. On the establishment of its USD300m transaction by a Mauritian orphan special Emerging Markets Awards 2016, multicurrency MTN programme and purpose vehicle, Neerg Energy Limited Capital Markets Debt Deal of the Year subsequent issue of SGD100m Reg S (Neerg Energy), the proceeds of which were senior unsecured notes due 2018, used to subscribe to masala bonds issued guaranteed by Newbury Oil Company by certain subsidiaries of ReNew Power MOTHERSON SUMI Limited and iServices Investments Ventures Private Limited (ReNew), one of SYSTEMS LIMITED Limited notes due 2020. India’s largest renewable energy companies. JM Financial Institutional Securities IBLJ Deal of the Year 2017 Limited, UBS Securities India Private IDBI BANK LIMITED Limited, Icici Securities Limited, IDFC Bank Limited and IIFL Holdings Limited as ANZ, a group of global financial institutions MOTHERSON AUTOMOTIVE bookrunning lead managers on Motherson and Standard Chartered Bank SYSTEMS GROUP B.V. Sumi Systems Ltd’s INR19,934.49m as joint lead managers on IDBI Bank ANZ, DBS, Standard Chartered Bank and a (approximately USD300m) qualified Limited’s inaugural USD350m Reg S group of global financial institutions as joint institutions placement. green bond issue, the second Indian lead managers on Samvardhana Motherson bank to issue green bonds. Automotive Systems Group B.V.’s USD300m high-yield notes issue and BHARAT PETROLEUM a follow-on USD100m tap issuance. CORPORATION EROS INTERNATIONAL PLC The offering involved guarantees and A global financial institution as the sole On the first bond issued by a leading collateral from multiple subsidiary arranger, dealer and international legal global company in the Indian language film guarantors across 11 jurisdictions. counsel on Bharat Petroleum Corporation’s entertainment sector on the Order Book USD500m Reg S bond issue due 2025, for Retail Bonds. Eros International PLC, pursuant to its USD2bn Reg S the leading Indian film entertainment GLENMARK MTN programme. company, announced the successful PHARMACEUTICALS LIMITED closure of its offer period on 8 October 2014. The seven-year 6.5% retail bond A global financial institution as the sole raised GBP50m. manager on Glenmark Pharmaceuticals EXPORT-IMPORT BANK OF INDIA Limited’s USD170m convertible bond with A group of global financial institutions as a rare “resettable onward starting joint bookrunners on Export-Import Bank equity-linked” feature. of India’s inaugural USD500m Reg S green bond issue due 2020. The transaction marked the first USD-denominated green bond out of India as well as the first benchmark-sized green bond out of Asia in 2015. “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 12 Supporting you in India | 2021
Project Finance ASIAN DEVELOPMENT BANK (ADB) ONE OF THE SPONSORS THE POWER GENERATION In relation to its assistance to ReNew In connection with the 145MW EQUIPMENT SUPPLIER Power Ventures Private Limited for the naphtha-based combined cycle plant, On the IB Valley Power Project. purpose of developing 709MW of wind the Mandya Power Project, in Karnataka. and solar projects across six states in India. This is also the first financing to include THE PROJECT COMPANY funds from both ADB and Leading Asia’s FMO AND DEG In relation to a terminal at Pipavav Port, Private Infrastructure Fund (an ADB On the financing of an expansion to a Gujarat, India, on a variety of matters, administered fund provided by Japan calcined petroleum coke plant in India. including all the land issues, the port International Cooperation Agency). concession agreement, port policy and relevant port statutes. ICICI BANK AXIS BANK On the financing of the 260MW coal/corex On a USD115m secured loan facility for gas‑fired Jindal captive power plant in GMR/FRAPORT/INDIAN the purpose of the acquisition and Karnataka, India. Our work included DEVELOPMENT FUND CONSORTIUM construction of a one-stop integrated a review of existing and proposed PPA On the bidding for a strategic stake offshore repair facility catering to offshore and the FSA. in the Delhi and Mumbai Airports. vessels and merchant ships at Kakinada Port, in the State of Andhra Pradesh, India. AXIS BANK ICICI BANK On project financing provided to the A SYNDICATE OF LENDERS Reliance ADAG Group for the development On the project financing for the Dhamra of a highway in Pune, India. Port in Orissa. Led by Axis Bank, on a USD358m term loan facility and USD25m letter of credit facility provided to GMR Male International THE ANDHRA PRADESH BARGE Airport in connection with the expansion A GROUP OF GLOBAL FINANCIAL and development of the Male International INSTITUTIONS On the Andhra Pradesh barge-mounted Airport in the Maldives. Independent Power Project. On project financing provided to the Reliance ADAG Group for the development of power transmission lines in Gujarat, India. TCI SANMAR CHEMICALS U.S. EX-IM BANK AND A GLOBAL FINANCIAL INSTITUTION On a USD868m project to establish A GLOBAL FINANCIAL INSTITUTION world-class VCM/PVC production facilities. In connection with USD2.1bn of financing This landmark transaction is the first to be provided to Reliance Industries On a project financing facility provided to substantial international project loan to Limited for the expansion of the the CLP Group in India in connection with be wholly financed by Indian banks. Jamnagar refinery facility under an the development of wind turbines. Ex-Im bank guaranteed facility. THE COMMERCIAL LENDERS THE DEVELOPERS In relation to what we believe was the first project financing for a fixed line network In connection with a 297MW hydroelectric in India – Hughes Ispat. power station at Almatti on the Krishna River in Karnataka. “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 allenovery.com 13
Arbitration TWO RESPONDENT BANKS A GLOBAL FINANCIAL INSTITUTION A GROUP OF GLOBAL In 16 separate claims commenced by four On bringing a claim on behalf of the private FINANCIAL INSTITUTIONS claimants/ship-owners. The claims arose in equity arm of an international investment On separate claims arising under ISDA respect of 16 guarantees issued by the two bank in a shareholders’ dispute between master agreements against Indian-based banks. The guarantees were intended to its subsidiary (the claimant), a privately counterparties. The disputes have been secure advance instalments paid by the owned property development firm in India referred to separate arbitration proceedings claimants to an Indian shipyard/builder (the company), and other shareholders in London under the LCIA/ICC Rules. pursuant to four separate shipbuilding (the respondents). The dispute was referred All of the agreements are governed contracts. The guarantees were governed to international arbitration in London under by English law. by English law. The arbitration was seated in the UNCITRAL Arbitration Rules and arose Singapore and subject to the SIAC Rules. out of a complex suite of transaction Allen & Overy also provided strategic input documents governed by Indian law. A MAJOR EUROPEAN MULTINATIONAL on related proceedings commenced by The dispute concerned the claimant’s In an LCIA arbitration with its Indian joint the applicant shipyard in the Indian and right to exit its investment in the company venture partner. The seat is Singapore Singapore Courts and its inter-relationship via a put option established under the and the governing law is Indian. with the SIAC proceedings. The clients parties’ contractual arrangements. engaged Indian and Singapore counsel The respondents had refused to satisfy respectively to represent them in these the claimant’s put option on grounds that A LEADING SCANDINAVIAN related proceedings. The value of the sum it is contrary to Indian foreign investment TELECOMMUNICATIONS COMPANY in dispute: approximately USD95m. regulations. We succeeded in obtaining In two related arbitration proceedings an award for approximately INR5.5bn against a subsidiary of a substantial (or USD90m) together with costs. A GLOBAL GAS COMPANY AND RIL Indian conglomerate. In an arbitration commenced against the Government of India under the LEADING JAPAN-BASED GLOBAL AN INDIAN COMPANY UNCITRAL Rules 1976, with a seat in MANUFACTURING COMPANY In an LCIA arbitration against a Japanese London. The claims arise under two In a Singapore arbitration concerning the electronics multinational before a sole (Indian law governed) Production Sharing termination of a distribution agreement with arbitrator. Our client was successful in Contracts (PSCs) entered into in 1994 in an Indian counterparty. The case involved defeating the other side’s debt claim for respect of two oil and gas fields located emergency arbitrator proceedings under USD7m and, more importantly, our client off the west coast of India. The dispute the SIAC Rules, with applications for urgent succeeded in its counterclaim for fraud relates to a variety of issues including the interim relief filed by both sides. The dispute against the other party, quantified at USD78m. correct interpretation of the cost recovery involves and has involved questions of provisions in the PSCs, the mechanism for Japanese, Indian and Singapore law, profit sharing between the parties and the as well as international arbitral practice. HONG KONG BRANCH amounts of royalty, Cess and service tax Substantive proceedings are ongoing. OF AN INDIAN BANK payable to the Government in respect of gas sold under the PSCs. In disputes arising from sums of The Government has raised a number approximately USD0.5bn owed to it of high-value counterclaims, including under letters of undertaking issued complaints relating to the manner in which by an Indian bank. the fields have been developed. The value of the sum in dispute exceeds USD5bn. “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 14 Supporting you in India | 2021
Private Equity A GROUP OF GLOBAL THE ARRANGERS BARING PRIVATE EQUITY ASIA FINANCIAL INSTITUTIONS On the USD265m facilities agreement On its USD465m acquisition financing of a On the USD265m financing to a Dutch SPV arranged by a number of global financial 42% stake in Hexaware Technologies, a vehicle owned and controlled by certain institutions to a Dutch SPV vehicle major Indian information technology services owned/controlled by certain Baring Private company. This was the largest investment Baring Private Equity Asia funds with the Equity Asia funds (BREP) the proceeds proceeds used to finance Baring Private by a PE major in India at the time, as well as of which were used by to finance BREP’S one of the largest PE deals in the Indian IT Equity’s acquisition of Citius Technology, acquisition of Citius Technology, an Indian healthcare technology company. a healthcare technology company services segment as reported by The with substantial business in the U.S. Business Standard. GOLDMAN SACHS, INVESTEC, NOMURA, STANDARD CHARTERED BANK AND ADVENT INTERNATIONAL AION CAPITAL PARTNERS A GLOBAL FINANCIAL INSTITUTION As the financial sponsor of India’s first The India fund of U.S. private equity firm synthetic INR denominated margin loan. Apollo Global Management, on its As arrangers for the financing for This financing is a first-of-its-kind facility acquisition of GE Capital’s commercial Blackstone’s acquisition of a majority stake to monetise listed Indian shares, while lending and leasing businesses in India. in Essel Propack, a manufacturing simultaneously protecting the offshore company listed in India. borrower from the exchange rate fluctuations in relation to its BARING PRIVATE EQUITY ASIA A GROUP OF GLOBAL underlying income stream. On its acquisition of a minority stake in FINANCIAL INSTITUTIONS cement maker Lafarge India from Lafarge France. This was one of the first minority As arrangers on a USD600m margin loan WARBURG PINCUS acquisition deals that was leveraged with financing for I-REIT ML (NQ) Ltd, a Cayman On the acquisition financing arrangements a complex offshore financing and vendor Island vehicle owned by Blackstone. and certain related shareholder arrangements financing structure at the time. We also for the acquisition of a joint-controlling stake advised on Baring Private Equity’s in Computer Age Management Systems subsequent disposal of the stake in THE SYNDICATE LENDERS Limited, one of India’s leading digital and Lafarge India in 2015. In relation to a secured USD170m financing administrative services providers to the mutual for a newly incorporated Singapore SPV fund and asset management industry. ultimately owned by The Blackstone Group A GLOBAL FINANCIAL L.P. for the acquisition of a majority of shares INSTITUTION AND DBS BANK A GLOBAL FINANCIAL INSTITUTION, in Essel Propack Limited (an Indian public BABSON CAPITAL, APOLLO As mandated lead arrangers on USD149m limited company whose shares are listed and CAD1m senior multicurrency term and on the BSE Limited and the National The lenders on the financing of an acquisition by Bain Capital Private Equity of a minority revolving facilities. The facilities were raised Stock Exchange of India Limited). interest in Singapore based engineering by a consortium of equity investors (led by services firm QuEST Global. CX Partners and Capital Square Partners) GO-VENTURES for the leveraged buy-out of the Aditya Birla group’s Business Process Outsourcing GOJEK’s investment arm, on its (BPO) business. A GROUP OF GLOBAL FINANCIAL investment in MPL, an India-based mobile gaming business. INSTITUTIONS AND SIEMENS A consortium of lenders refinancing the AN INTERNATIONAL FINANCIAL acquisition debt involved in the leveraged A GLOBAL FINANCIAL INSTITUTION acquisition by the Partners Group of CSS GROUP-LED SYNDICATE On its acquisition of a stake in Technologies, an IT services company A syndicate of banks, led by BBVA, India-headquartered Travel Boutique Online. spread across the U.S., India, Mauritius, Santander, Caixa Bank and a global financial Netherlands, the Philippines and Poland. services group, on the financing for an The acquisition was the largest LBO by amount of EUR300m granted to a special THE LENDERS the Partners Group in Asia. purpose vehicle owned indirectly by the On the USD600m margin facility arranged fund M1 New Ventures and the private by a number of global financial institutions equity firm L Capital Asia Advisors (LVMH). AION CAPITAL PARTNERS LTD The financing was used to fund part of the to I-REIT ML Ltd , a Cayman Islands vehicle (APOLLO’S INDIA FUND IN JOINT owned by certain Blackstone funds where acquisition of Pepe Jeans, S.L., refinance direct security was taken over units in VENTURE WITH ICICI BANK) certain existing financial indebtedness and Embassy Office Parks REIT, a real estate On its acquisition of GE’s commercial finance the working capital purposes of investment trust in Bengaluru, India – the lending and leasing businesses in India. the group (including assets in India). first listed REIT in India which listed on the The buyout transaction is the first deal of its Bombay Stock Exchange and the Indian kind in the financial services sector in India. CAPITAL INTERNATIONAL National Stock Exchange in April 2019. PRIVATE EQUITY FUND This was the largest-ever margin financing AMTEK GLOBAL to date in India or involving PE Funds in India. On the acquisition of Bharti Airtel’s TECHNOLOGIES PTE. LTD passive infrastructure businesses in On its EUR235m long-term facilities six African jurisdictions. A CLIENT provided by Kohlberg Kravis Roberts & Co.’s On an international debt financing for U.S. and European debt and credit investment funds. The loan facility provided a private equity investment in India. by the KKR funds to AGT will be used, inter alia, to refinance all of the existing debt of AGT and its subsidiaries. allenovery.com 15
GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in over 40 offices worldwide. Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. Allen & Overy (Holdings) Limited is a limited company registered in England and Wales with registered number 07462870. Allen & Overy LLP and Allen & Overy (Holdings) Limited are authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or a director of Allen & Overy (Holdings) Limited or, in either case, an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners, and a list of the directors of Allen & Overy (Holdings) Limited, is open to inspection at our registered office at One Bishops Square, London E1 6AD. UK © Allen & Overy LLP 2021. This document is for general guidance only and does not constitute advice. CS2102_CDD-63218
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