Deals of the Year 2018

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

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

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

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

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

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

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court dismissed the claim of Louis Dreyfus Armateurs over a cargo handling project the logistics company had withdrawn from.

METHODOLOGY

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

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

CAPITAL MARKETS

DisputesInsolvencyMergers & AcquisitionsOther practices

Launch of Bharat 22 ETF fund by the Government of India

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

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

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

Infosys share buyback

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

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

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

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

Tata Steel’s rights issue

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

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

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

STAR DEALS

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