One of the Largest Acquisitions in the Highways Sector
Cyril Amarchand Mangaldas acted as legal counsel to IndInfravit Trust in relation to purchase of the entire equity shareholding and other convertible instruments of Brookfield’s five operational road projects (Roads Portfolio) from BIF India Holdings Pte Ltd. and Kinetic Holdings 1 Pte Ltd., companies owned by funds managed by Brookfield Asset Management Inc. The Roads Portfolio comprises three toll roads and two annuity roads, with approx. 2,400 lane kms in Andhra Pradesh, Bihar, Maharashtra and Uttar Pradesh. It is one of the largest acquisitions in the highways sector in recent times.
The General Corporate Capital Markets, Disputes and Financing Practice of Cyril Amarchand Mangaldas advised IndInfravit Trust and conducted a detailed due diligence on the Road Portfolios, structuring the transaction, negotiated and finalized the securities purchase agreements, and other related documentation on the Transaction. The Transaction Team was led by Ruetveij Pandya, Partner, and Surya Sreenivasan, Partner, with support from Molla Hasan, Director, M. Shivraman, Senior Associate, Kratisha Agarwal, Senior Associate Designate, and Aditya Karekatte, Associate.
The team led by Kranti Mohan, Partner; and Janhavi Seksaria, Partner, advised on InvIT related matters.
The due diligence team was led by Ruetveij Pandya, Partner; and Surya Sreenivasan, Partner, with support from Molla Hasan, Director, M. Shivraman, Senior Associate, Shivam Dubey, Senior Associate, Kratisha Agarwal, Senior Associate Designate, Aditya Karekatte, Associate, Jayesh Karnawat, Associate, Kabir Manchanda, Associate, and Medha Rao, Associate.
The Employment Law due diligence team was led by Ankita Ray, Partner, with support from Luv Saggi, Senior Associate, Anushka Dua, Associate, and Siddhi Kochar, Associate.
The anti-bribery and corruption due diligence team was led by Faraz Alam Sagar, Partner, with support from Sara Sundaram, Principal Associate, and Kishan Kumar Gupta, Associate.
The litigation due diligence team was led by Gathi Prakash Partner, with support from Nidhi Asher, Senior Associate, Aekaanth Nair, Associate, and Rishabh Malaviya, Associate.
The IBC related due diligence team was led by Abhijeet Das, Partner, with support from Naveena Varghese, Senior Associate.
Other Parties and Advisors to the transaction included Ambit Private Limited (acted as financial advisor to Purchaser); Price Waterhouse & Co LLP (acted as tax advisor to Purchaser); KPMG (acted as financial advisors to Seller) and Ropes & Gray LLP (acted as Offshore Counsel to unitholders of the purchaser).
As a part of the transaction, IndInfravit currently holds a portfolio of thirteen operational road concessions with approx. 5,000 lane kms spread across five states. This acquisition will expand the portfolio into three additional states, Andhra Pradesh, Bihar and Uttar Pradesh. Indinfravit’s unitholders include Allianz insurance companies represented by Allianz Capital Partners, Canada Pension Plan Investment Board and OMERS Infrastructure.
The Transaction value is approximately USD 1.2 billion.
The Transaction was signed on 10th June, 2022; and the closing is expected to happen in this financial year.
About Cyril Amarchand Mangaldas
Cyril Amarchand Mangaldas (cam) is India’s leading law firm with a global reputation of being trusted advisers to its clients. The Firm advises a large and diverse set of clients, including domestic and foreign commercial enterprises, financial institutions, private equity and venture capital funds, start-ups, government and regulatory bodies. The Firm generalists, specialists and senior ex-regulators expertly guide clients across a spectrum of transactions, sectors and regulations. With 1000 lawyers and 160 Partners, the Firm is the largest full-service law firm in India and offices in key business centres at Mumbai, Delhi-NCR, Bengaluru, Ahmedabad, Hyderabad, Chennai, GIFT City and also in Singapore.
The Firm recently received “Innovation in Advancing Markets” award at the FT Innovative Lawyers Asia Pacific 2022 Awards and the “National Law Firm of the Year: India” award at the IFLR Asia Pacific 2022 awards ceremony. The Firm had won “India Deal Firm of the Year” at the ALB India Awards and “Firm of the Year” at the IFLR1000 India Awards in 2021.