Shardul Amarchand Mangaldas & Co. Advises Brookfield Asset Management Inc. on one of the Largest Buy-outs in the Infrastructure Sectors, in its Acquisition of Project Companies of the Gammon Group

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 27^th, 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

About Shardul Amarchand Mangaldas & Co. (SAM & Co):

Shardul Amarchand Mangaldas & Co. (SAM & Co) is one of India’s leading full service law firms. Founded on almost a century of legal achievement, SAM & Co reconstituted in May 2015 and has started anew. The Firm is known for its exceptional Mergers & Acquisition, Competition Law, Dispute Resolution & Arbitration, Regulatory Litigation, Capital Markets and Private Equity practices globally.

The Firm’s mission is “enabling business by providing solutions as trusted advisors through excellence, responsiveness, innovation and collaboration”. SAM & Co has been at the helm of major headline transactions and litigations across business segments and industries. The Firm is regularly engaged by major trans-national corporates to advise them on their India entry and business strategy.

Headed by eminent practitioners Shardul Shroff and Pallavi Shroff, the Firm has more than 370 lawyers, including 69 partners across its six offices in India, which include – New Delhi, Mumbai, Gurgaon, Ahmedabad, Bengaluru and Kolkata.