Ashurst Perkins Coie, Cyril Amarchand Mangaldas (CAM), David Polk and Khaitan & Co have worked on Cerberus Capital Management and its affiliates’ (Cerberus) partial acquisition of Goodwin’s mechanical engineering division for GBP1.1 billion (USD1.46 billion).
CAM has advised Cerberus on the Indian legal aspects of its acquisition from Goodwin, a UK-listed heavy engineering company with global operations.
“We advised Cerberus in close collaboration with Davis Polk, the lead counsel on the transaction, on the Indian legal aspects of its proposed acquisition of a substantial part of Goodwin’s mechanical engineering division, as part of a transaction with a headline consideration of approximately GBP1.1 billion,” senior partner Iqbal Khan told India Business Law Journal.
“The transaction involved close co-ordination across multiple jurisdictions and workstreams, and it was a pleasure working alongside the Cerberus team, Davis Polk as lead international counsel and the other advisers involved. From our perspective, an important part of the exercise was ensuring that the Indian aspects of the transaction were addressed seamlessly within the structure and timetable of the wider global transaction.
“Transactions of this nature are always a rewarding experience because they require advisers across jurisdictions to operate as a genuinely integrated team rather than as separate local workstreams.”
CAM’s mandate included due diligence on Goodwin Pumps, a wholly owned Indian subsidiary of Goodwin; advising on the definitive documentation for the transaction, including intra-group restructuring documents; and advising on the transfer of the carved-out assets of Goodwin Pumps India.
Khan and partner Ashid Basheer co-led the transaction team with support from principal associate Pranav Tolani, senior associate Pranav Bajaj, and associates Ishaan Kulshrestha and Pratham Shah. Partners Avaantika Kakkar, Harsha Sudhindra, Ankita Ray and Kunal Savani led the competition, real estate, employment and tax teams, respectively.
“One of the interesting aspects of a transaction of this nature is the interplay between the global deal architecture and the legal and regulatory requirements applicable to individual jurisdictions,” said Khan.
“The acquisition involved a substantial and geographically diverse engineering business, with operations serving highly specialised sectors, including aerospace and defence, nuclear, power and mining.
“For the Indian workstream, this meant analysing the Indian elements in the context of the broader transaction structure and ensuring that local corporate, regulatory and transactional considerations were appropriately reflected in the global documentation and implementation process.
“In a large cross-border carve-out, even where a particular jurisdiction represents only one part of the overall business, it is important to identify early any local requirements that could affect the sequencing, documentation or completion mechanics of the wider transaction.”
Khaitan & Co acted as Indian legal counsel, and Ashurst Perkins Coie acted as international law firm for Goodwin.
