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Four firms take off complex $159m SpiceJet sale to media baron Maran


Amarchand Mangaldas Bangalore advised Kalanithi Maran on his Rs 740 crore purchase of Link Legal-advised low-cost carrier SpiceJet from two sellers, which were represented by AZB Mumbai and Naveen Goel Law Offices in Delhi.

Amarchand represented media mogul Kalanithi Maran, with Bangalore partners Reeba Chacko and Arjun Lall leading the team, aided by senior associate Samheeta Rao.

Lall said: "It is possible the most exciting and unique takeover acquisition Reeba and I have done in 25 years at Amarchand."

"Our association with Mr Maran goes back about five years – we did the first IPO and been associated ever since. They were the ones who contacted us with the acquisition four-and-a-half months ago."

Maran bought 37.75 per cent in India's second-largest low-cost airline Spicejet, which was represented by long-standing counsel Link Legal.

The Link Legal team was led from Delhi by managing partner Atul Sharma, partner Srivastava and senior associate Milind Jha.

Sharma said: "This is probably one of the large business acquisitions in the aviation business in India." He explained that Link Legal had been advising SpiceJet for the last 10 years and was involved in its revival after it closed operations in 1996 as ModiLuft. Since then the firm had also assisted on all fund raising done by the company, its FCCB issue and sale of these FCCBs to Wilbur Ross two tears ago, said Sharma.

AZB & Partners Mumbai partner Rajindra Barot represented US billionaire financier Wilbur Ross' WL Ross & Royal Holdings, which sold its 30 per cent stake in SpiceJet.

Naveen Goel law offices managing partner Naveen Goel and partner Rishi Bathnagar represented the second major SpiceJet promoter Bhupendra Kangsagra.

Bathnagar said: "The transaction was interesting from the point of view of the different instruments held by the seller and there is a fairly complicated shareholding structure in place, because [Spicejet] have had a spate of investors in recent years, which includes Goldman Sachs and the Dubai sovereign wealth fund."

Maran is currently making an open offer, which if successful, would bag him a total shareholding of 57.75 per cent in SpiceJet.

A lawyer involved in the transaction commented that there were several bidders for the airline. "[Maran] was initially interested in nothing less than guaranteed majority control but if the open offer is not successful, still 37 per cent in a company like SpiceJet with a lot of public holdings is one of those takeover deals where even with a minority stake he will get full management and operational control."

It is understood that the structuring of the deal was particularly complex due to Ross' holding of foreign currency convertible bonds (FCCBs), while considering takeover thresholds and tax implications, as well as seeking statutory approvals for Maran.

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