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The int’l IPO cap markets 2017: league table rewritten as talent scatters, give glimpse into domestic alliances: Sidleys ahead of Herbies, Clydes friendly with CAM

Sidleys Singapore Bhargava boosts firm from nowhere to top of ILC India IPO table
Sidleys Singapore Bhargava boosts firm from nowhere to top of ILC India IPO table

The Indian capital markets have a new international king, at least going by law firms and volumes of initial public offerings (IPO), and it’s Sidley Austin, in a league table dominated by a completely new list of firm names after a swathe of some big-name partner moves in the past years.

Sidleys topped the league table of our analysis of Indian IPO draft red herring prospectuses (DRHPs) filed with the Securities and Exchange Board of India (SEBI) in the 2017 calendar year, with seven mandates.

Apart from topping the table by deal count, Sidleys also has the distinction of having avoided all public sector undertaking (PSU) mandates: since PSU work is awarded generally on the basis of lowest bids received and rates therefore much lower than private sector work, foreign firms can still barely eke out a living on PSU work (unlike practically Indian firms).

However, Sidleys Singapore-based capital markets partner Manoj Bhargava said it was not a strategic decision not to pitch for PSU IPOs, with the firm currently working on two recent Offers For Sale (OFS) for banks of Indian PSUs.

Herbert Smith Freehills debuted on the list with five IPO DRHPs filed in 2017, including the General Insurance Corporation (GIC) of India disinvestment. Singapore partner Siddhartha Sivaramakrishnan has been handling much of the firm's India capital markets.

Sidley too nearly came out of nowhere in the Indian capital markets game with the poaching of Singapore-based Jones Day India head Manoj Bhargava and counsel Ankit Kashyap.

Bhargava said that he and Kashyap had built "the largest dedicated India cap markets team among all ILCs” (international legal counsel), with four core India-only dual-qualified lawyers, plus five other capital markets lawyers who split time between India and Indonesia-related work.

He added: "In 2017, we advised on IPOs in as diverse range of industries and sectors as it gets with many firsts (first asset management company and first security services company IPOs and largest PE exit, in India). With our number of deals and diversity in industries, we believe the firm establishes its credentials for those entities that require significant firm experience.”

Jones Day, meanwhile, completely disappeared from the IPO league tables this year (after second and third place between 2009-2011 financial years in terms of IPOs filed, and having come first between the 2009 and 2011 in terms of QIPs filed).

Back in 2010-11, the international-India IPO landscape looked very different
Back in 2010-11, the international-India IPO landscape looked very different

Dorsey & Whitney's previous high-volume, low-margin India cap markets operation too has practically disappeared from the rankings after having been first and second from 2009-2011, with 2017 having brought only a single Indian IPO (GTPL Hathway).

In this case too, Dorsey's free-fall drop follows partner Jamie Benson, who left Dorseys London in 2012 ; for Duane Morris & Selvam in Singapore, and picked up two IPO mandates last year.

Another law firm newcomer on the list, yet again, came at the expense of Dorsey & Whitney: Clyde & Co won two PSU mandates with Dubai-Hong Kong partner John Chrisman, who had left from Dorseys Sydney office in 2016.

And while DLA Piper had topped the IPO league table in 2010-11, it did not file a single IPO DRHP in 2017. That work all went with partner Biswajit Chatterjee, who became co-head of the India group at US firm Squire Patton Boggs in Singapore.

After Chatterjee's arrival, Squires filed four IPO drafts in 2017 (including two for PSUs: Sbi Life Insurance and The New India Assurance Company).

Biswajit Chatterjee gets Squires into the tables
Biswajit Chatterjee gets Squires into the tables

Other notable absences compared to 7 years ago: O'Melveny Myers, White & Case and Linklaters completely left the IPO league table in 2017.

PSU teamwork

Work for PSUs can be thankless. While the amounts involved are often huge and great for league table values, the workload can be immense, the set-ups less professional and the fees tiny ("Good [foreign] firms don't even pitch, it's that bad pricing for them,” says one Indian partner about PSU work).

But since tenders for PSU IPO work are generally required to be done jointly by a domestic and foreign firm team, with both coordinating their fees and their pitches, they can be a good indication of a strong working relationship between firms.

Perhaps most interesting is that of Clyde & Co, which has a best friendship with Indian firm Clasis Law (that has not advised on any IPOs in 2017). Clydes has worked on only two PSU disinvestments for issuers, both with Cyril Amarchand Mangaldas (CAM) (GIC and Indian Renewable Energy Development Agency).

That relationship is likely due to CAM's prior dealings with Clydes' newish capital markets partner John Chrisman: in 2010, then Amarchand Mangaldas Delhi and Mumbai had jointly pitched with Dorseys' Chrisman (and also with now-Duane's Benson) to win the Power Grid Corporation of India mandate; more recently, in 2016, CAM's managing partner Cyril Shroff had personally worked with Chrisman and Dorsey on the National Thermal Power Corporation's Rs 5000 crore offer for sale.

But with only Indian PSU mandate for Clydes, one has to wonder about the viability of the practice.

Clydes capmarkets Chrisman quite close to CAM
Clydes capmarkets Chrisman quite close to CAM

Another regular team was that of Herbert Smith and Khaitan & Co, who pitched jointly on two PSU mandates (in GIC for the banks, and in Cochin Shipyard for the issuer). Outside of PSUs, Herbies also worked once with Khaitan for the banks on Newgen Software's IPO, and also worked jointly once each with S&R and SAM on bank mandates.

Two out of three Squire Patton Boggs mandates were for PSU issuers, where it worked with AZB and CAM (on SBI Life and New India Assurance respectively). On its non-PSU mandate, for Prataap Snacks, it worked with AZB for the banks.

Baker & McKenzie worked with Khaitan on behalf of the issuer PSU Hindustan Aeronautics (and once with AZB for the banks in Mahindra Logistics).

Duane Morris worked once with Luthra on the HUDCO PSU (and once with AZB for banks on Prince Pipes).

Non-PSU team work: nice to have, but not necessarily collusion

Less indicative of a strong working relationship than PSU work, are the working relationships between foreign firms and domestic firms on non-PSU issues. While those tend to be more profitable for both foreign and domestic firms, the banks and issuers usually select domestic and international advisers separately (though it is understood that rarely a client can be nudged to give it to a specific second firm, if the client's relationship with the primary firm is a close one).

Still, working with another firm on an IPO can be a great bonding exercise (alternatively, as one Indian capital markets partner comments, "familiarity breeds contempt” could equally apply).

Sidleys, out of its seven non-PSU bank mandates worked two times with each of the following Indian counsel for the banks: SAM, Luthra & Luthra, and Khaitan & Co, as well as once with S&R Associates.

Lathams' three bank mandates were with S&R twice, and once with Khaitan, all in non-PSU issues (Future Supply Chain Solutions, Hdfc Standard Life Insurance, Aster Dm Healthcare).

Davis Polk also didn't handle any PSU mandates, but worked twice for the banks with S&R on the two ICICI issues (Insurance and Securities respectively).

Amongst foreign firms with a single mandate each the following teams jointly acted for banks:

  • Ashurst - Luthra (CMS Info Systems for banks),
  • Clifford Chance - Trilegal (Tejas Networks for banks),
  • Dorseys - SAM (GTPL Hathway for banks),
  • Shearmans - S&R (Matrimony.com for banks),
  • Simmons - Luthra (ACME Solar for banks),

For the Indian 2017 league tables, click here.

2017 calendar year Indian IPO DRHPs filed by foreign firms

Firm Total IPOs Issuers Banks IPOs
Sidley Austin LLP 7 0 7 Au Financiers (India) Limited

Eris Lifesciences Limited

Indian Energy Exchange Limited

Lemon Tree Hotels Limited

Godrej Agrovet Limited

Reliance Nippon Life Asset Management Limited

Reliance General Insurance Company Limited

Herbert Smith Freehills LLP 5 1 4 Cochin Shipyard Limited

Newgen Software Technologies Limited

Barbeque-Nation Hospitality Limited

General Insurance Corporation Of India

Srei Equipment Finance Limited

Squire Patton Boggs Singapore LLP 4 2 2 Mas Financial Services Limited

Prataap Snacks Limited

Sbi Life Insurance Company Limited

The New India Assurance Company Limited

Latham & Watkins LLP 3 0 3 Future Supply Chain Solutions Limited

Hdfc Standard Life Insurance Company Limited

Aster Dm Healthcare Limited

Duane Morris & Selvam LLP 2 1 1 Housing And Urban Development Corporation Limited

Prince Pipes And Fittings Limited

Baker & McKenzieWong & Leow 2 1 1 Hindustan Aeronautics Limited

Mahindra Logistics Limited

Clyde & Co 2 2 0 General Insurance Corporation Of India

Indian Renewable Energy Development Agency Limited

Davis Polk & Wardwell 2 0 2 Icici Lombard General Insurance Company Limited

Icici Securities Limited

Dorsey & Whitney LLP 1 0 1 Gtpl Hathway Limited
Clifford Chance 1 0 1 Tejas Networks Limited
Shearman & Sterling LLP 1 0 1 Matrimony.Com Limited
Simmons & Simmons Hong Kong 1 0 1 Acme Solar Holdings Limited
Ashurst LLP 1 0 1 Cms Info Systems Limited
Al Tamimi & Co 1 1 0 Aster Dm Healthcare Limited
Milbank Tweed Hadley & McCloy LLP 0 0 0 (1 mandate for selling shareholder banks in Sbi Life Insurance Company Limited)

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