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26 instructions: Mega outbound M&A with $1bn Hindujas & Mittal-Lafarge-Anglo | Yash Raj CAT | DLF $490m land grab | PE boom | Year’s largest QIP & more

The rest of the week's deals in one package
The rest of the week's deals in one package

Supporting cast: Yash Raj Films, Gruner+Jahr, MakeMytrip, DLF, Tata, Fidelity, CESC, IFC, Bharat Petroleum, Indian Oil, Wells Fargo, Newscorp, CEAT, Dhunseri, Everstone, Mayfield, Linde, GTL, Sintex, Mahindra & Mahindra, DISA. Starring: Amarchand Mangaldas, JSA, AZB, Indus, HSA, Naik, Khaitan & Co and international talent.

Corporate/M&A and joint ventures
Mumbai-based real estate developer Lodha Group bought DLF Group’s Jawala Real Estate for Rs 2,727 crores ($490m) in India’s largest private sector land deal. Jawala’s Lower Parel, Mumbai land will now be developed into a flagship residential complex

Lodha Group: J Sagar Associates Mumbai partners Berjis Desai and Varghese Thomas with senior associates Jamshed Bhumgara and Soumitra Majumdar
Jawala Real Estate: Amarchand Mangaldas Mumbai managing partner Cyril Shroff and partner Tushar Mavani with associates Abhinav Surana and Pranjita Barman

European printing and publishing goliath Gruner+Jahr’s Indian subsidiary Networkplay bought digital media network VUN Digital’s 79 mobile ad network business for around Rs 38 crore ($7m) [Indiadigitalreview]
Gruner+Jahr: Amarchand Mangaldas Delhi partner Vidyut Gulati with associate Varun Nair, and DLA Piper Hamburg partner Benjamin Parameswaran
VUN Digital: Induslaw Noida partner Avimukht Dar

India’s largest travel-booking website MakeMyTrip bought South-East Asia-focussed online hotel-booking maker HT Group based in British Virgin Islands and Malaysia for $25m [Medianama]
MakeMyTrip: Amarchand Mangaldas Delhi partner Vidyut Gulati with senior associate Sidhhartha Sen and associate Neha Yadav, and International Legal Counsellors Thailand partner Paul A Conelly
HT Group: Axiss Legal Thailand partner Peter Burke

Tata’s service provider to Indian and foreign automotive industry majors Tata Autocomp Systems sold its half in its joint venture (JV) TACO Yazaki to its JV partner, the Thailand-based auto parts maker Yazaki Corporation
Tata Autocomp Systems: AZB & Partners Mumbai partner Ashwin Ramanathan with associate Vijay Manjrekar
Yazaki CorporationKhaitan & Co Mumbai partners Haigreve Khaitan and Zakir Merchant, and Anderson Mori & Tomotsune Japan partner Ryo Kotoura

Maharashtra-based conglomerate Uttam Group’s companies Uttam Air Products and Uttam Special Gases agreed to sell its assets and business of manufacture and distribution of medical and industrial gases to German international engineering and gases company Linde Group’s BOC India
Uttam Group: HSA Advocates partner Aparajit Bhattacharya, partner designate Harvinder Singh, senior associate Sumedha Dutta and associates Devika Chadha and Vasundhara Goel
BOC India: Khaitan & Co Kolkata partner Arvind Jhunjhunwala with senior associate Trivikram Khaitan with Linde’s Singapore In-house team led by Anurag Prasad

Kolkata-based tea producer Dhunseri Petrochem & Tea bought Malawi-based Makandi Tea & Coffee Estates and tea and macadamia estates owner Kawalazi Estate company from London-based Global Tea and Commodities for Rs 121 crore ($22m)
Dhunseri: Khaitan & Co Mumbai partner Haigreve Khaitan with executive director Daksha Baxi, and Addleshaw Goddard London partner Andrew Rosling, and Sacranie Gow & Co Malawi partner Shabir Latif
Global Tea: Fox Williams LLP Solicitors UK

Rupert Murdoch’s Newscorp’s buy of Indian sports broadcaster ESPN Start Sports, which was cleared by the competition commission in September, has now completed.
Newscorp: AZB & Partners co-founding partner Ajay Bahl with Delhi partners Shuva Mandal, Sunil Agarwal, Anil Kasturi and Samir R. Gandhi, and Dhall Law Chambers’ Vinod Dhall with senior associate P Ram Kumar, Hogan Lovells Los Angeles partner Stephen Kay, New York partners Alex Johnson, Ira Sheinfield and Jeffrey Tolin and others, and White & Case

Leading banking BPO Firstsource Solutions preferentially allotted 34.5 per cent of its share capital constituting equity to Kolkata electricity PSU CESC’s subsidiary Spen Liq 
Firstsource Solutions: Amarchand Mangaldas Mumbai banking partner SH Bhojani, corporate partner Amita Choudhary and competition partner Nisha Kaur Uberoi 
CESC: Khaitan & Co Mumbai partners Haigreve Khaitan, Aakash Choubey and Arindam Ghosh

Outbound M&A

The Hinduja Group’s lubricants division Gulf Oil bought US chemicals and lubricants company Houghton International for $1.05bn, in the second largest outbound Indian transaction this year [TOI]
Hindujas / Gulf Oil: Mayer Brown London banking & finance partner Ed Parker and New York corporate & securities partner Edward Davis, assisted by Brussels-based competition partner Kiran Desai and associate Manu Mohan. Crawford Bayley partner Sanjay Asher assisted the Hindujas in India.
Houghton: Fried Frank New York corporate partner Christopher Ewan led the team, assisted by corporate partners David Golay and Mario Mancuso and others.

Steel giant Lakshmi Mittal is buying £272m of UK building materials businesses from cement maker Lafarge and mining company Anglo American, who plan to enter into a joint venture [The Lawyer]
Mittal: Mayer Brown London corporate partners Jeffrey Gordon and Richard Page, with tax partner James Hill and environmental partner Michael Hutchinson
Lafarge: Freeth Cartwright head of corporate Karl Jensen
Anglo: Eversheds corporate finance partner Robert Pitcher, with Linklaters assisting on its eventual joint venture with Lafarge

Litigation and regulatory

Hindi film production company Yash Raj Films (YRF) won a lifting of stay in an appeal in the Competition Appellate Tribunal against actor Ajay Devgan’s production company ADF. ADF appealed for stay on the Diwali release of YRF’s movie Jab Tak Hai Jaan, claiming that YRF had abused its dominant market position to get more single-screen exhibitors to show its movie, disadvantaging ADF’s movie - Son of Sardaar, releasing on the same 13 Nov date
YRF: HSA Advocates litigation partner Meenakshi Arora and corporate partners Navin Syiem and Anjan Dasgupta with senior associates Mohit D Ram and Shivanshu Thaplyal, with senior advocate Ramji Srinivasan
ADF: Naik Naik & Co founding partner Ameet Naik and partner Ravi Suryawanshi, with senior advocate Abhishek Manu Singhvi

The Securities Appellate Tribunal (SAT) admitted an appeal by three persons against a SEBI order penalising them with Rs 11 crore for front-running (trading at the stock exchange with prior knowledge about forthcoming trades by a foreign institutional investor). SAT’s order will affect a recent SEBI circular on consent orders by which it has kept front-running out of the consent process.
Appellants: Rajani Associates

The Competition Commission of India cleared Indian tyre-maker CEAT of cartelisation charges
CEAT: Khaitan & Co Delhi partner Manas Kumar Chaudhuri

Private equity

Leading sector-agnostic growth capital investor Fidelity Growth Partners India (FGPI) and Fidelity Biosciences (FB) invested Rs 400 crore in India’s largest medical equipments and services distributor and after-sales support-provider Trivitron Healthcare
FGPI and FB: JSA Gurgaon partner Manvinder Singh with associates Dishi Garg and Tresa CJ
Trivitron: Amarchand Mangaldas Bangalore partner Arjun Lall with associates Madhumita Seshadri and Manya Srivardhan

Everstone Capital Advisors invested in 25.55 per cent share capital and ICICI Bank through its Emerging India Fund invested in 6.93 per cent share capital of Delhi-based agri-logistics company Sohanlal Commodities Management for Rs 124 crore, making Sohanlal India’s largest funded collateral management company, with the maximum number of institutional private equity investors as shareholders. The other already existing investors in this round of funding were Mayfield FVCI and Nexus India Direct Investments
Everstone & ICICI Fund: Amarchand Mangaldas Mumbai partner SH Bhojani
Sohanlal Commodities: JSA Gurgaon partner Sidhhartha Shankar
Mayfield: Economic Laws Practice Mumbai partner Yashojit Mitra
Nexus: In-house

World Bank group member International Finance Corporation (IFC) 8 per cent of the issued and paid-up share capital of Delhi-based international financial services group Religare Enterprises for Rs 405 crore
IFC: Amarchand Mangaldas Delhi partner Ravindra Bandhakavi
Religare Enterprises: AZB & Partners Delhi partners Vinati Kastia and Anil Kasturi

International Finance Corporation bought Rs 52.7 crore worth of equity in leading Indian agri-business company Jain Irrigation Systems
IFC: AZB & Partners Delhi partner Gautam Saha
Jain Irrigation Systems: Solomon & Co founding partner Aaron Solomon with partner Krishnan Iyer and associates Anagha Subramaniam and Kinjal Champaneria

Early-stage software companies’ investor Matrix Partners invested Rs 30 crores in Udaipur Rajasthan’s Mewar Orthopaedic Hospital
Mewar Orthopaedic Hospital: Alpha Partners Noida partner Akshat Pande with associate Avinash Kishore
Matrix Partners: AZB & Partners Mumbai

Capital markets

Indian multinational auto maker Mahindra & Mahindra’s NBFC Mahindra & Mahindra Financial Services (MMFSL) did a $160m qualified institutional placement (QIP) of its equity shares - the largest QIP in India this year. Kotak Mahindra Capital Company, Citigroup Global Markets India and Deutsche Equities India were the placement agents
MMFSL: Khaitan & Co Mumbai capital markets partner Nikhilesh Panchal
Placement agents: Amarchand Mangaldas Mumbai capital markets partner Yash Asher, and Jones Day Singapore capital markets partner Manoj Bhargava with associates Nikhil Naredi and Kevin Khan

National iron ore company NMDC will sell 10 per cent of its shares to the public by mid-December, which could raise around Rs 7,500 crore [ET]
NMDC: ALMT Legal Bangalore partner and head SR Arun, and partners Dhanya Menon and Rajat Bopaiah

Indian telecom tower company GTL Infrastructure restructured FCCBs worth $320m resulting in their exchange for new two new series of convertible bonds due 2017. Citicorp International and Citibank London were the trustees for the new and exchanged bonds respectively
GTL Infrastructure: Wadia Ghandy Mumbai partner Fariyal TahseenJones Day Singapore partners Manoj Bhargava and Joe Bauerschmidt and London partners Giles Elliott and Sebastian Orton
Bondholders: Amarchand Mangaldas Delhi partners Gunjan Shah and Pranav Sharma with associates Ashwin Bishnoi and Monika Srivastava, and Latham & Watkins New York partners Keith Halverstam and Roger Schwartz, London partner Lene Malthasen and Singapore partner Rajiv Gupta
Trustees: Clifford Chance Singapore partner Rahul Gupta with associate Tom Bidwell

Indian public sector oil and gas major Bharat Petroleum issued $500m 4.625 per cent notes due 2022. Hong Kong and Shanghai Banking Corporation was the trustee to the issue and also the lead manager jointly with Citigroup Global Markets and Royal Bank of Scotland
Bharat Petroleum: Amarchand Mangaldas Mumbai banking and debt capital markets partner Niloufer Lam
Trustee and lead managers: Allen & Overy
Indian public sector oil and gas major Indian Oil Corporation issued SGD400m 4.1 per cent notes due 2022 on the Singapore stock exchange. Citigroup Global Markets Deutschland, Citicorp International and Citibank London were the trustees while DBS Bank and Standard Chartered Bank were the lead managers
Indian Oil Corporation: Amarchand Mangaldas Mumbai banking and debt capital markets partner Niloufer Lam
Trustee and lead managers: Allen & Overy

The world’s largest foundry technology company DISA Holdings’ India subsidiary DISA India’s promoter made an offer for sale of its shares worth Rs 45 crore
DISA Holdings: Amarchand Mangaldas Delhi partner Kalpataru Tripathy with principal associates Abhishek Guha and Aarti Joshi, and principal associate designate Ramanuj Gopalan

New York-based hedge fund QVT Finance converted their foreign currency convertible bonds worth $80m in KSL industries into equity
QVT Finance: Khaitan Sud & Partners partner UK Khaitan
KSL Industries: In-house
Indian construction products company Sintex Industries issued 7.5 per cent FCCBs worth Rs 772 crore
Sintex Industries: AZB & Partners partner Varoon Chandra with associates Kaushik Mukherjee and Lionel D Almeida

Banking and finance

US multinational bank Wells Fargo granted an Export Credit Agency supported external commerical borrowing facility to the Indian subsidiary of US geosynthetic environmental drainage products supplier SKAPS
Wells Fargo: AZB & Partners Noida partner Yashwant Mathur, and Clifford Chance Germany partner Tobias Schulten
SKAPS:  in-house

If you would like your deals included in future deals round-ups, please send us an email at with details of the transaction and lead partners.

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