Mega deal sees five law firms bring investment home.
Cyril Amarchand Mangaldas acted for Viom Networks, a telecommunication infrastructure provider, along with its key and minority shareholders in relation to sale of its 51 percent shares to American Towers Corporation (ATC) for a total cash consideration of for Rs 7,635 crore (around $1.2bn).
ATC was advised by AZB & Partners partners Gautam Saha and Shuchi Sinha, and senior associate Swati Chauhan on the transaction, while Luthra & Luthra partner Kanchan Sinha acted on the initial due diligence for ATC.
Update 29 October 2015: Legally India has authoritatively confirmed from several independent sources that Luthra & Luthra only acted on the due diligence in 2014, AZB handled all transactional aspects, including FIPB and CCI approvals in 2015 when the deal restearted.
Clifford Chance acted for ATC in the US.
Cyril Amarchand partners Ashwath Rau, Nisha Kaur Uberoi and Indranil Deshmukh acted for Viom and its key and minority shareholders, with principal associate and partner designate Dhruv Singhal and associate Pranav Atit.
The key and minority shareholders of Viom advised by CAM include include Tata Sons, Tata Teleservices, IDFC Private Equity Fund III, Macquarie SBI Infrastructure Investments Pte Limited, SBI Macquarie Infrastructure Trust, SREI Infrastructure Finance Limited, Sunil Kanoria, IDFC Private Equity Fund II and GIC’s Indivest Pte Limited.
Nishith Desai Associates (NDA) partner Vaibhav Parikh acted for another shareholder, the Oman Investment Fund’s subsidiary Funderburk Lighthouse, while several shareholders were advised in-house.
Update: Agram Legal Consultants partner Vaishali Sharma and associate Natalee Nanda advised India Infrastructure fund, which is an arm of IDFC.
It is understood that the existence of so many current shareholders, of which most such as Kanoria, the Oman Investment Authority, Oman, GIC exiting, and only a few such as Tata, SBI Macquarie and IDFC staying on in the future JV with ATC made for a complex deal with many different drivers.
According to the deal signed on 21 October, the parties will merge ATC’s existing Indian portfolio of approximately 14,000 towers with Viom Networks Limited’s portfolio of 42,200 wireless communications towers and 200 indoor distributed antenna systems across India and ATC may acquire the remaining 49% ownership stake in Viom Networks.
Viom was valued at Rs 21,000 crore in the deal, reported Economic Times.
Comments
By the way, for the Lutheran associates or interns or whoever is constantly griping about not getting enough coverage:
1. Please leave us out of it and speak to your management or your PR team instead, we've not got any press releases about their deals for at least a year now.
2. We nevertheless seem to have covered more than our share of Luthra deals:
http://www.legallyindia.com/tag/luthra-luthra
If any important ones are missing, please let us know.
If you know anything about this deal beyond what has been reported, please share, though it doesn't seem you do from what you've been saying so far.
Kiran, donno why ppl get so mad at you. May be if you clarify that this is just a blog and not news reporting or may be just post this comment and show the world you are next Times of India!!!!!
Plus from what I have gathered, Luthra advised ATC on pretty much all aspects, right from the structuring stages; while CAM (Dhruv Singhal's vertical) and couple of other firms advised Viom. Might be a good idea for CAM and Luthra to send an official release to LI clarifying their respective roles (as opposed to all of us speculating). After all, a USD 1.2 billion acquisition doesn't happen everyday!
100% confirmed, very very reliably, from a multitude of independent sources, none of whom can unfortunately go on the record: ET's report is incorrect (and also omits to mention AZB and CAmarchand).
AZB was sole transactional adviser to ATC when the deal re-started this year, Luthra did the due diligence in 2014 when the deal first kicked off.
Have reached out to Luthra asking for comment though not expecting any clarification from them in the circumstances.
Trust that settles the matter?
I implore Ex-AMSS Mumbai to not even try and top Kiran's '100% confirmed, very very reliably, from a multitude of independent sources'and should instead tell Kiran your source, as Kiran rightly asked (10.1.1.1). Also your registration for Kiran Fan club would be put on hold, unless you publicly post an acknowledgement of defeat. (Yes 'Three idiots' - you me and Kiran - khoob jame ga rang jab mil bhete ge teen yaar!!!)
Kiran please post this and let's teach Ex- AMSS a lesson - Kiran Fan Club
Also, I spent at least an hour running around and confirming details, which we wouldn't necessarily do on any old deal either unless there was so much controversy as on this one..
ET's main priority is breaking the details of the deal, like value, parties, etc, secondary might be financial advisers, but usually law firms don't even figure on their pyramid of priorities at all.
Gotta be said, kudos to Luthra PR on this one :)
Also, I spent at least an hour running around and confirming details, which we wouldn't necessarily do on any old deal either unless there was so much controversy as on this one.- you seem to suggest you did research later??? one sec....leave that, y ru researching in the first place???
that said hat's off to you for publishing posts which don't concur with you - which you 'wouldn't necessarily do on any old deal' :)
What went wrong with you? When did your mind close shut?
Please stop the negativity.
There there
Get well soon!
I am on your team (atleast my anonymous self here) - LI Fan club :) (that makes two of us K)
1) Luthra was representing ATC since the bidding process and when ATC was shortlisted, Luthra was logically engaged to the due diligence.
2) Luthra was also involved in the transaction and the documentation etc was also done between Luthra, CAM and CC. In fact Kanchan, Shikhar and Anshul and their team beautifully managed the whole transaction along with the DD which was updated 3-4 times. In fact just for your benefit, you should know that not only ATC but even Viom team was also very impressed with Luthra work and they had in fact made a specific request to ATC in the mid of the transaction that if they can allow Luthra to work on Viom's other debenture issuance and other structuring work. Which of course was denied by ATC and even Luthra also didn't take up due to the conflict.
3) in 2015 when the deal was again revived ATC India and overseas legal team had few disconnects and at that point in time they engaged with AZB for their second opinion on couple of regulatory approval requirements. So kians reliable sources are correct but unfortunately he isn't portraying the complete picture correctly. Coz when AZB was roped in at that point of time the documentation was more or less completed between the earlier three firms. With no intention to undermine AZB efforts and with due acknowledgement that they also did a fabulous job on the transaction, but it can't undermine Luthra efforts and restrict it only to DD.
I must say that all the advisors and lawyers who worked on this transaction are great professionals and they all did a great job by putting in efforts to complete this year long transaction. Forums like LI should only focus on reporting news and not engage in mindless demarcation of work profile to each and every advisor. Every lawyer was equally important to this transaction and you can't undermine anyone's efforts. Instead of running around to get more and more facts to support your argument that Luthra only did DD, would have been better if you have placed in efforts to do unbiased reporting and then probably Luthra and other good firms would have not stopped responding to your byte requests. Sometimes I wonder why would bar and bench reports dont try to portray a mindless allocation of work profiles and focus on only reporting the transactions for readers benefits.
But...
As far as I know, the only significant firm not responding to our requests for comment is Luthra.
This is a first I'm hearing that LI is particularly known for demarcating roles in deal reports, I don't think we go out of our way to do so.
But in this case it was relevant information, particularly in light of the erroneous ET report...
If it hadn't been an issue that people showed so much interest in, we would have probably kept the original headline, but due to public interest the roles of the firms have actually become newsworthy and worth highlighting in the headline, particularly since other publications fudged the issue or were wrong.
Luthra's name was actually in the original headline and story too. You can check by looking at the URL of the story that reflects the original headline, or you could trawl way-back machine, Google cache or lots of other sources that'll carry a record...
am just pointing out that L&L acted not only on DD but on complete transaction as well. But the way LI has presented the story (re. second para of your original story), it appears that AZB acted for ATC while Luthra only did initial DD and not acted for ATC on the transaction. And this is what you have been trying to prove by running around your reliable sources and justifying your story....
please re-check your facts instead of trying to use fancy words in your response. if you have done a mistake please have the courage to face it and update your story instead of resorting to antics....
You will understand that I'll put less weight to your anonymous and somewhat contradictory account.
Anyway, I think I'm done with this discussion, and my only concern is that you're a troll who has nothing to do with the transaction trying to extend this discussion.
We have put in a request for comment with the partner in charge and they are welcome to let us know, by background or otherwise, if anything in our story is not accurate.
You've had your say in the meantime, for what it's worth.
2)"Viom approaching Luthra for other work" is a way by which we know firms are sought to be compromised. Do not be befooled that it is an appreciation of Luthra work product. The team working on the deal does not do debenture issuance etc. CAM normally would be advising VIOM. If it was not doing it, it must be because it might have been engaged by the banks. Luthra having done the DD, is best placed to sign the legal opinion at low rates. There would be no expenses for a new DD.
3)Market knows LUTHRA primarily for its regulatory practice. Corporates approach LUTHRA, after consulting other firms on DD, documentation, etc., for getting regulatory clearance. We have guided our clients to Luthra for their expertise in FIPB affairs. To hear that for FIPB affairs it went AZB and left LUTHRA is like importing coal to Newcastle.
I give this firm five years before it is gobbled up by someone else with big man laughing all the way to the bank.