Aster DM Healthcare Limited

AZB & Partners is representing the Independent Directors of Aster DM Healthcare Limited (“Aster DM”), a listed company, on the proposed merger of Quality Care India Ltd with Aster DM. We are advising on all aspects of this deal, including its structuring, regulatory aspects, as well as with the negotiations and finalization of the transaction documents.

This deal values the combined entity at approx. US 5 billion and is regarded as the largest healthcare deal in India. The merged entity will have a combined portfolio of 4 leading brands (i.e., Aster DM, CARE Hospitals, KIMSHEALTH and Evercare), with a network of 38 hospitals and 10,150+ beds, spread across 27 cities, making it one of the top 3 hospital chains in India.

Mankind Pharma Limited

AZB & Partners represented Mankind Pharma Limited, a listed company with a market cap of US 14 billion, on its acquisition of 100% stake in Bharat Serum from Advent International through a highly competitive bid process bid process.

Dharma Productions

AZB & Partners advised Dharma Productions (“DDPL”) on its sale of a majority stake to Serene Productions LLP, affiliated with Adar Cyrus Poonawalla. We were sole legal advisors to DPPL, Karan Johar and Apoorva Mehta, advising them on various aspects of due diligence, drafting and negotiating transaction documents and closing related aspects.

KKR

AZB & Partners advised KKR on its acquisition of a controlling stake in Healthium Medtech Ltd from an affiliate of funds advised by Apax Partners LLP (“Apax”). We assisted on all aspects of the transaction, including competition analysis, regulatory advice, due diligence, review and negotiation of definitive agreements

Godrej Family Settlement

AZB & Partners advised the Godrej family branches led by Mr. Jamshyd Godrej and Ms. Smita Godrej Crishna, on the family settlement arrangement between them and the family branches led by Mr. Adi Godrej and Mr. Nadir Godrej.

The ownership realignment pursuant to the family settlement of one of the largest and oldest business houses in India involved multiple operating entities with diversified businesses, including listed companies such as Godrej Industries, Godrej Consumer, Godrej Properties, Godrej Agrovet and Astec Lifesciences and as well as unlisted companies such as Godrej & Boyce and Godrej Infotech.

Bodhi Tree

AZB & Partners acted for Bodhi Tree on the combination of Reliance-Viacom18 and Disney’s India business, creating a USD 8.5 bn joint venture. Bodhi Tree (an investment platform led by Uday Shankar and James Murdoch with QIA as a key investor) is Reliance’s joint venture partner at Viacom18.

Walt Disney

AZB & Partners acted for The Walt Disney Company on the combination of Viacom18 and Disney’s Indian media businesses, to create a joint venture valued at approximately US$ 8.5 billion, which will be one of India’s leading media companies.

BlackRock

AZB & Partners is advising BlackRock on their proposed acquisition of private equity firm, General Infrastructure Partners (GIP), for USD 12.5 billion.

The Reserve Bank of India (“RBI”); RBI appointed Administrator; Mr. Nageswara Rao Y; Deloitte India Insolvency Professionals LLP; Reliance Capital Limited

AZB & Partners represented the RBI appointed Administrator of SREI Infrastructure Finance Limited & SREI Equipment Finance Limited (SREI Group) in the SREI Group’s successful takeover by National Asset Reconstruction Company Limited (NARCL) under the provisions of the Insolvency and Bankruptcy Code, 2016, thereby resolving approximately INR 32,700 crores of bad debt.

Silverview Portfolio Investments Pte Ltd

AZB & Partnerts advised Silverview Portfolio Investments Pte Ltd on sale of its equity stake by in Indus Towers Limited.

Ahead, Inc

Acquisition by Ahead Inc. of CDI Parent Co and acquisition of its Indian target, CDI Technology Solutions Private Limited.

Avaada Group

We advised the Avaada Group (a ~4GW renewable energy group) on Brookfield’s ~US$ 1 billion investment in their parent entity.

Housing Development Finance Corporation Limited

We acted for Housing Development Finance Corporation Limited (‘HDFC Ltd’) and HDFC Credila Financial Services Limited (‘HDFC Credila’) on the divestment of a 90% stake in HDFC Credila to BPEA EQT and ChyrsCapital for approximately USD 1.3 billion by way of secondary sale and primary infusion. HDFC Credila is one of the largest non‐bank lenders in the Indian education financing market. The proposed transaction is the largest private equity buyout in the financial services sector.

ICICI Bank Limited

We acted for ICICI Bank Limited and ICICI Securities Limited on the proposed delisting of ICICI Securities through a pioneering scheme under Regulation 37 of the SEBI (Delisting of Equity Shares) Regulations, 2021. Pursuant to the proposed scheme, equity shares held by the public shareholders of ICICI Securities will stand cancelled, ICICI Bank will issue new shares to such public shareholders and ICICI Securities will become a wholly owned subsidiary of ICICI Bank.

IDFC FIRST Bank

We advised IDFC FIRST Bank Limited on the proposed merger of IDFC Limited and IDFC Financial Holding Company Limited with it by way of a composite scheme of amalgamation. This is the second major merger in the banking space in the last few years after the HDFC Limited and HDFC Bank consolidation.

Cube Highways

We advised Cube Highways on its acquisition of Baharampore – Farakka Highways Limited (BFHL) from the HCC Group. BFHL is engaged in the business of four laning of Baharampore – Farakka section of NH 34 from Km 191.416 to Km 294.684 in the State of West Bengal. The aggregate consideration for the transaction was INR 941 crores (which includes an upfront and contingent component)

TPG

We acted as the counsel for TPG in Temasek’s proposed acquisition of controlling stake in Manipal Hospitals. The transaction, regarded as one of the largest private equity transactions in the healthcare segment in India, will see stake sale by TPG Asia VI and an investment by TPG’s new Asia fund – TPG Asia VIII

ADIA

We advised Abu Dhabi Investment Authority on its proposed investment of approx. US$ 500 Mn in Lenskart, which is in the business of manufacturing and wholesale trading of eyewear, including prescription glasses and contact lenses.

Bain Capital

We advised Bain Capital on its acquisition of 24.98 percent stake in IIFL Wealth for US$ 485 Mn

Tata Consultancy Services Limited

We advised on recent buyback of equity shares undertaken by Tata Consultancy Services Limited undertaken by way of the tender offer route for an amount aggregating to approximately US$ 2.3 Bn. The buyback offer was over-subscribed six times.

KKR

We advised KKR on the proposed investment by Ontario Teachers’ Pension Plan Board (OTPP) of US$ 175 million in KKR’s roads platform in India (which comprises of 12 highways assets [including 6 proposed to be acquired pursuant to agreements which have been signed] with a mix of toll and annuity roads, with a total length of more than 910 kilometers across 11 states in India)

Shell

We advised Shell on their acquisition of Sprng Energy from Actis for ~US$ 1.55 billion. This transaction is expected to triple Shell’s worldwide renewable energy capacity and is their largest renewable energy deal.

Bodhi Tree Systems

We advised Bodhi Tree Systems (an investment platform jointly controlled by James Murdoch and Uday Shankar) on its US$ 1.8 billion venture with Reliance’s Viacom18 and Jio Cinema.

Citibank and Citicorp Finance

We advised Citibank N.A and Citicorp Finance (India) Limited on the sale of their respective consumer businesses in India to Axis Bank for over US$ 1.5 Bn. The deal is part of the implementation of Citi’s strategy refresh and is one of the most significant foreign bank consumer business exits in India.

Holcim Group, Ambuja Cements and ACC

We advised Holcim Group, Ambuja Cements and ACC on the US$ 10.5 Bn sale of Holcim Group’s cement business in India to the Adani Group. The deal is part of India’s largest-ever merger and acquisition transaction in the infrastructure and materials space.

Yes Bank

We advised Yes Bank on the proposed fund raising of ~ USD 1.1 billion (approx INR 8900 crores) from global PE investors Advent International and Carlyle Group. Upon completion, this would be one of the largest private capital raises by an India private sector bank.

IHC

We acted for IHC on its commitment to invest an aggregate of $2 billion in Adani Green Energy, Adani Transmission and Adani Enterprises.

HDFC

We acted for HDFC on its ongoing US$ 60 Bn merger with HDFC Bank to create India’s second largest bank (after SBI) and the 8^th largest bank globally by market capitalisation.

OQ

We advised OQ, the oil and gas investment arm of the Government of Oman, on the proposed sale of their entire stake in Bharat Oman Refineries Ltd. to Bharat Petroleum Corporation Ltd.The deal was valued at USD 323 million.

Warburg Pincus

We advised Warburg Pincus on:

• The sale of 31.5% stake in Gangavaram Ports, which they had been trying to close for 5 years, to Adani Ports Special Economic Zone Ltd. The deal was valued at approximately USD 267.69 million. [Signing: March 7, 2021]
• Its USD 210 million acquisition of a significant majority stake in Parksons Packaging Limited, India’s largest independent folding carton manufacturer. The deal was valued at approximately USD 210 million. [Signing: March 27, 2021, Closing: April 22, 2021]

Wipro Limited

We advised Wipro Limited on

• The Indian legal aspects of its USD 1.45 billion acquisition of the Capco Group, which ranks among the largest acquisitions by an Indian IT services company. [Signing: March 3, 2021]
• The Indian aspects of its USD 700 million acquisition of METRO AG’s Indian and European IT units. [Signing: March 31, 2021]
• The Indian aspects of its USD 117 million acquisition of Ampion Holdings Pty Ltd. [Signing: March 31, 2021]

Bharti Airtel | Warburg Pincus

We advised both sides (Bharti Airtel and Warburg Pincus) on the swap of Warburg’s shareholding in Bharti Telemedia against preferential allotment to Warburg in the Bharti Airtel transaction. The deal was valued at USD 430.42 million.

Carlyle Group Inc.

We advised the Carlyle Group Inc. in its acquisition of a controlling stake in PNB Housing Finance via its affiliate Pluto Investments S.a.r.l. The aggregate deal value was approximately USD 940 million.

CPPIB

AZB acted for CPPIB, a significant minority shareholder in ReNew, in its listing on NASDAQ through the SPAC route. The deal was valued at USD 3.5 billion.

API Holdings

AZB acted for API Holdings, owner of the marketplace PharmEasy and its founders, in a Series E round of USD 350 million led by TPG Growth and Prosus, thus becoming the first Indian e-pharmacy company to achieve unicorn status. The deal was valued at USD 3.5 billion.

Tata Digital Ltd.

We advised Tata Digital Ltd. on its acquisition of a significant majority stake in Big Basket (India’s biggest online grocery company), and online pharmacy 1mg Technologies Pvt. Ltd. The deal was valued in excess of USD 100 million.

Tiger Global

We advised Tiger Global on its major funding blitz and multiple investments in India, including investments in the following startup unicorns:

• Groww (Signing: March 12, 2021 Closing: March 15, 2021)
• Cred (Signing: March 31, 2021 Closing: May 12, 2021)
• Sharechat (Signing: April 3, 2021 Closing: April 28, 2021)
• Urban Company (Signing: April 22, 2021 Closing: April 27, 2021)
• Moglix (Signing: April 28, 2021 Closing: May 6, 2021)

This and the other deals listed are valued in excess of USD 100 million.

Other investments:

• On leading a USD 15.6 million Series A funding round in health insurance startup Plum Benefits Technologies (Signing: April 21, 2021 Closing: June 9, 2021)
• On the acquisition of an equity stake in Bombinate Technologies/Koo, in a Series B funding round (Signing: May 14, 2021 Closing: June 16, 2021)
• On a USD 25 million investment in the cryptocurrency platform Coinswitch Kuber (Signing: April 2021 Closing: April 21, 2021)
• On the sale of stake held in Moonfrog to Stillfront (Signing: February 1, 2021 Closing: February 26, 2021)
• On the acquisition of a minority equity stake in Zomato in its USD 250 million funding round, ahead of a potential IPO (Signing: February 10, 2021 Closing: February 21, 2021)

Dewan Housing Finance Corporation Limited

In the first instance of a financial service provider (i.e. a systemically important NBFC/HFC) being referred to CIRP under the IBC, we advised DHFL on its merger with Piramal Capital & Housing Finance Limited, pursuant to NCLT approval. Unlike any other insolvency process under the IBC, in the instant case, the application for initiation of CIRP proceedings was initiated by the RBI. The debt resolved under DHFL’s CIRP is the largest for a single company since the inception of IBC (approximately INR 87,000 Crore or USD 11.85 billion). The deal was valued at INR 34,250 Crore, approximately USD 5 billion.

Bharti Airtel Limited

We acted for Bharti Airtel Limited on simultaneous FCCBs issuance and QIP of equity shares, the largest dual tranche equity and FCCB offering in the Asia-Pacific region, one of the largest QIP by a private sector issuer in India and the largest FCCB offering from an India issuer in the last 12 years. The deal was valued at USD 3 billion.

Award:
IBLJ Star Deal of the Year (2020)

GlaxoSmithKline Plc

AZB acted for GlaxoSmithKline plc in relation to the sale of a collective 5.69% stake held by Horlicks Limited and GSK Pte in Hindustan Unilever Limited (HUL) in the largest secondary market trade on stock exchanges in India. GSK had earlier acquired shares in HUL pursuant to the merger of GSK Consumer Healthcare Limited into HUL, where AZB had represented GSK. The transaction was valued at approximately USD 3.38 billion.

Awards:
IBLJ Deal of the Year (2019)

SLP Beta Holdings Cayman Ltd

The Firm advised Silver Lake on the acquisition of a minority stake in Byju’s through a combination of a primary and secondary acquisition. The deal was valued at USD 303 million.

Yes Bank

Yes Bank’s USD 1.3 billion restructuring, marking the first time a large private sector bank in India was restructured pursuant under an RBI scheme.

Award:
IBLJ Star Deal of the Year (2020)

Jet Airways (India) Limited

We represented Jet Airways (India) in India’s first and largest CIRP for an airline company and the first Indian CIRP with simultaneous insolvency processes in other jurisdictions – Netherlands and the UK. In this landmark corporate insolvency matter with unprecedented, complex, cross border elements, we guided the Resolution Protocol with the Dutch and UK liquidators. The total admitted claims amounted to over USD 2 billion.

We also advised on complex aviation law issues such as preservation of aircraft, stay on deregistration of aircraft located offshore, engine and APU swaps, allocation of airport slots and traffic rights, and compliance with DGCA related regulations during the insolvency process.

Award:

• IBLJ Star Deal of the Year (2020)

Reliance Industries

Reliance Industries Limited launched one of the largest ever equity fund raises in India, with its over USD 7 billion rights issue.

• Award:
  IBLJ Star Deal of the Year (2020)

Reliance-Jio

The Reliance Industries Limited-Jio Platforms transaction was a series of 14 investments from 13 leading global investors, including Facebook, Google, Silver Lake Partners, General Atlantic, KKR, Vista Equity Partners and TPG. This was the largest FDI transaction in India; over USD 20 million. 

Awards:

• IBLJ Star Deal of the Year (2020) 
• Megatrend Deal Of The Year – Technology, Achievement Awards FinanceAsia (2020)

Total SE

AZB advised Total SE on its acquisition of 20% stake, worth more than USD 100 million, in Adani Green Energy Limited. The deal was valued at USD 350 million.

Bharti Airtel Limited

In one of India’s largest equity capital raising exercises, the Sunil Bharti Mittal-led telco floated the rights issue at Rs 220 per share to raise up to Rs 24,939 crore. The deal size meant multiple complexities in structuring, corporate and tax issues, litigation of the company and its multiple subsidiaries, and considerations of the different applicable SEBI regulations.

Award:
IBLJ Deal of the Year (2019)

Housing Development Finance Corporation Limited

We advised HDFC and MHH in connection with HDFC’s 51% purchase of Apollo Munich Health Insurance Company Ltd. from Apollo Energy Company Ltd., Apollo Hospitals Enterprise Ltd., and other shareholders. 

The Firm also acted for HDFC on the merger (through a scheme of amalgamation) of Gruh with Bandhan Bank Ltd. under S. 230-232, Companies Act, 2013. It involved identifying and addressing various regulatory issues in a highly regulated sector (covering RBI, NHB, Stock Exchanges, the respective NCLTs, and the listed entities). The approximate value of the deal was USD 3.3 billion.

Award:
IBLJ Star Deal of the Year (2019)

Total SA

Total SA marked its first investment in an Indian public listed company of over USD850 million in Adani Gas Limited.

Larsen & Toubro

Larsen & Toubro’s acquisition of approximately 66% of Mindtree Ltd., pursuant to a hostile, unsolicited takeover bid that was publicly opposed by Mindtree’s existing promoters.

Awards:

• M&A Deal of the Year at IFLR1000 India Awards (2020)
• Impact Deal/ Case of the Year at Asialaw Awards (2020)
• IBLJ Deal of the Year (2019)

Reliance Industries

Reliance’s East–West pipeline deal with Brookfield, involving the setting up of India’s largest infrastructure investment trust (“InvIT”).

Award:
IBLJ Deal of the Year (2019)

International Finance Corporation

Draft red herring prospectus filed on January 1, 2018

We acted as the domestic legal counsel to IFC and IFC FIG on the IPO of up to 119,280,494 equity shares in Bandhan Bank Limited. This was the first IPO exit by IFC FIG (the private equity arm of IFC), which involved extensive negotiations with the BRLMs on the documentation and undertakings from IFC and IFC FIG.

Awards:
IBLJ Deal of the Year (2018)
Asian Mena Counsel – Deals of the Year (2018)

KKR and Radiant

Through a series of transactions, KKR and Radiant acquired 49.7% of Max Healthcare India Limited. This involved: (i) the restructuring of KKR’s joint venture with Abhay Soi through Radiant, with KKR acquiring a majority stake; (ii) Radiant’s 49.7% purchase of MHIL from Life Healthcare International Proprietary Ltd.; (iii) the reverse merger of Max India Limited’s healthcare business with MHIL; (iv) the demerger of Radiant’s existing healthcare business into MHIL (the “MergeCo”); and (v) the listing of MergeCo, in which KKR and Abhay Soi will together hold a majority stake (upon KKR acquiring approximately 4.99% of MergeCo’s shares from the promoters of MIL).

Walt Disney

We advised Walt Disney and 21st Century Fox on the Indian corporate and merger control aspects of Walt Disney’s USD 71 billion acquisition of 21CF (excluding certain assets in the United States), pursuant to a merger between Walt Disney, 21CF and other group entities.

Award:
IBLJ Deal of the Year (2019)

RBI

We advised and represented the RBI in landmark proceedings filed by Swiss Ribbons Pvt. Ltd. before the Supreme Court, challenging the constitutionality of the IBC.

Award:
IBLJ Star Deal of the Year (2019)

Bharti Airtel Limited

This deal involved the proposed merger by the Bharti Group and the Vodafone Group of Indus Towers Ltd., a joint venture between the Bharti Group, Vodafone Group and Vodafone Idea Ltd., with and into BIL, through a scheme of amalgamation and arrangement under Sections 230 through 232 of the Companies Act, 2013.

Awards:

• IBLJ Deal of the Year (2018)
• Asian Mena Counsel – Deals of the Year – Honourable Mentions (2018)
• IBLJ Star Deal of the Year (2020)

Tata Steel

Tata Steel’s acquisition of a controlling stake in Bhushan Steel through the IBC process, where Bamnipal Steel Ltd. (a wholly owned subsidiary of TSL) acquired a 72.65% controlling stake in Bhushan Steel Ltd. BSL, pursuant to a resolution plan submitted to and approved by the committee of creditors of BSL and the National Company Law Tribunal. TSL’s acquisition of BSL marks the first successful resolution of a large defaulter under the IBC, which resulted in the recovery of 62% of the principal amount BSL owed to its 53 lenders.

Awards:

• IBLJ Deal of the Year (2018)
• Winner of Turnaround of the Year | Qualified as value 5 to below 10 billion USD – Large – Mega Markets Segments at the 2019 Turnaround Atlas Awards

Nissan Motor Co. Ltd

In one of the largest investment treaty arbitrations against India, AZB & Partners successfully blocked an attempt by the Tamil Nadu state government to obtain an ex parte injunction before the Madras High Court against the arbitration proceedings filed by Nissan against the Union of India.

Awards:
Impact Case of the Year, Benchmark Asia-Pacific Awards (2020)
IBLJ Star Deal of the Year (2020)

Idea Cellular Limited

AZB handled Idea’s merger with Vodafone India Limited and its wholly-owned subsidiary Vodafone Mobile Services Limited with the aim to create India’s largest telecom operator with the widest 3G/4G footprint. The transaction would result in the acceleration of wireless broadband networks across India in line with the Government of India’s ‘Digital India’ campaign and goals.

Awards:
IBLJ Deal of the Year (2018)
Winner of Emerging Markets M&A Deal of the Year – Large Cap. Segments at the 2019 M&A Atlas Awards

BSE Limited

We facilitated the initial public offering of up to approximately 15,425,000 equity shares of BSE Limited by way of an offer for sale by several existing equity shareholders of BSE Limited.

Award:
IBLJ Deal of the Year (2017)

HDFC

This was the first ever issuance of rupee denominated bonds or masala bonds by an Indian company.

Award:
IBLJ Deal of the Year (2016)

Max Group

In a first of its kind merger in India in the life insurance sector, the transaction involved the merger of Max Life with MFSL and a simultaneous demerger of the life insurance business of the resultant company with HDFC Life. The remaining MFSL is proposed to be merged with Max India. The deal is valued at USD 9.75 billion.

Award:
IBLJ Deal of the Year (2016)

LafargeHolcim Ltd.

AZB acted as counsel to the Sellers, being Financiere Lafarge SAS and Holderind Investments Ltd., both wholly owned subsidiaries of LafargeHolcim Ltd., to Nirchem Cement Limited.

Award:
IBLJ Deal of the Year (2016)

ADB, Standard Chartered, IFC

In the largest foreign direct investment in India’s affordable housing segment, Standard Chartered Private Equity, World Bank member IFC and the Asian Development Bank entered into and funded the first tranche out of its USD 200 million commitment to Joyville Shapoorji Housing Private Limited, a joint venture with the Shapoorji Pallonji Group. In addition to the multilateral funding, the investors will also provide USD 50 million as a buffer fund to the joint venture.

Award:
IBLJ Deal of the Year (2016)