New Delhi, Sep 07, 2015
Shardul Amarchand Mangaldas & Co. (SAM & Co) represented Brookfield Asset Management, Inc. in their acquisition of 9 project companies (collectively, “SPVs”) of the Gammon group by BIF India Holdings Pte. Ltd (“Purchaser”), a company jointly held by Brookfield Infrastructure Partners LP and Core Infrastructure India Fund Pte. Ltd., from Gammon Infrastructure Projects Limited and its affiliates (“Sellers”).
SAM & Co assisted the Purchaser in connection with transaction structure (along with the financial and tax advisors); conducting a due diligence; drafting and negotiating the share purchase agreement and related transaction documents.
This is one of the largest buy-outs in the infrastructure sectors with a deal size of INR 57,000 million (comprising of equity payments and taking over of existing debt). Additionally, this is the first transaction in the roads sector after the government eased exit rules for developers.
The transaction was led by Mr. Akshay Chudasama, Managing Partner. The supporting SAM & Co team included Mr. Deepto Roy,Partner; Ms. Roopal Kulsrestha, Principal Associate; Ms. Parneeta Singh Shrawat, Principal Associate; Mr. Anuj Sahay, Principal Associate-Designate; and Mr. Daryush Marfatia, Principal Associate-Designate.
Significant aspects of the deal :
The transaction involved 100% acquisition of 9 SPVs by the Purchaser, 3 of which are power projects and the remaining 6 are road projects. 4 of the road projects have received annuity based concessions from the National Highways Authority of India and 2 are toll based projects.
The transaction was signed on August 27th, 2015 and is expected to close within 3 to 4 months.
Transaction Parties:
Client: BIF India Holding Pte. Ltd. a company jointly held by Brookfield Infrastructure Partners LP and Core Infrastructure India Fund Pte. Ltd. (a fund managed by the Kotak Group);
Counterparty: Gammon Infrastructure Project Limited and its affiliates (Sellers); and
Target: Andhra Expressway Limited, Rajahmundry Expressway Limited, Kosi Bridge Infrastructure Company Limited, Gorakhpur Infrastructure Company Limited, Mumbai Nasik Expressway Limited, Vijayawada Gundugolanu Road Project Private Limited, Pravara Renewable Energy Limited, Sikkim Hydro Power Ventures Limited and Aparna Infraenergy India Private Limited (SPVs).
Other Advisors:
Financial and tax advisors for the Purchaser – PricewaterhouseCoopers
Insurance due diligence team – Marsh India Insurance Brokers Pvt. Limited
