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Supporting you in India 2021 - allenovery.com - Allen & Overy
Supporting you in India
2021

                          allenovery.com
Supporting you in India 2021 - allenovery.com - Allen & Overy
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
Supporting you in India 2021 - allenovery.com - Allen & Overy
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.

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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.
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© Allen & Overy LLP 2021. This document is for general guidance only and does not constitute advice.                                           CS2102_CDD-63218
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