Deal Closed | J P Morgan Securities and Vedanta Resources Limited | Offshore Bridge Facility |
The Facility is one of the largest acquisition finances raised this year which will inter alia be utilized for funding the Take Private Transaction.
The details of the deal are as under:
Sector: Banking
Announcement Date: 18-Sep-2020
Completion Date: 21-Sep-2020
Name of Client: Vedanta Resources Plc
Deal Description: Khaitan & Co acted as adviser to (i) JPMorgan Chase Bank N.A., London Branch, Barclays Bank PLC, Credit Suisse AG, Singapore Branch, Deutsche Bank AG, Singapore Branch, and Standard Chartered Bank (acting through its DIFC Branch) as the Lenders and the Hedge Counterparties; (ii) J.P. Morgan Securities plc as Global Coordinator; (iii) J.P. Morgan Securities plc, Barclays Bank PLC, Credit Suisse AG, Singapore, Branch, Deutsche Bank AG, Singapore Branch and Standard Chartered Bank (acting through its DIFC Branch, as the Arrangers; and (iv) J.P. Morgan AG and Citicorp International Limited as the Agent, Common Security Agent and Loan Security Agent, respectively, in relation to the grant of a bridge facility of USD 1.75 billion (“Facility”) to Vedanta Holdings Mauritius Limited (“Borrower”).
The Facility has been availed by the Borrower to finance the proposed delisting of the equity shares of Vedanta Limited from BSE Limited and National Stock Exchange of India Limited in accordance with Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”) (such delisting, “Take Private Transaction”).
The Facility is guaranteed by Vedanta Resources Limited (“Parent”), Vedanta Holdings Mauritius II Limited (“Vedanta Mauritius”), Vedanta Holdings Jersey Limited (“Vedanta Jersey”), Twin Star Holdings Limited, Welter Trading Limited, Westglobe Limited and Finsider International Company Limited. The Facility is further secured by way of (i) a Mauritian law-governed pledge over the bank accounts of the Borrower and Vedanta Mauritius; (ii) a Mauritian law-governed pledge over all of the shares held by the Vedanta Jersey in the Borrower and Vedanta Mauritius; and (iii) an English law governed pledge over the bank account of Vedanta Resources Holdings Limited held with Standard Chartered Bank.
Total Consideration: USD 1.75 billion
Team Members: Haigreve Khaitan (Partner), Manisha Shroff (Partner), Smita Jha (Principal Associate), Rolwine Alva (Principal Associate), Enakshi Jha (Senior Associate), Sonakshi Faujdar (Associate), Siddhant Shetty (Associate) and Akshay Ferdinand (Associate) advised on the bridge financing and financing diligence aspects.
Arindam Ghosh (Partner) and Gaurav Malhotra (Senior Associate) advised on the Indian law aspects of the Take Private Transaction.
Sharad Abhyankar (Partner), Sudhir Bassi (Executive Director), Mehul Shah (Partner), Aman Yagnik (Principal Associate) and Rushabh Gala (Associate) advised on the corporate and M&A aspect.
Anisha Chand (Partner) and Anmol Awasthi (Associate) advised on the competition law aspects
8. Role of Firm: Khaitan & Co acted as the lead advisor to the Lenders, Hedge Counterparties, Arrangers and Agent.
9. Other legal advisors if any with names of Lead Lawyers
Foreign Counsels to Vedanta Group (English Law): Ashurst LLP
Agent and Lenders (English Law): Latham & Watkins LLP
Lenders (Mauritius Law): BLC Roberts & Associates
Agent (Jersey Law): Carey Olsen Jersey LLP
Lenders, Agent and Hedge Counterparties (Cyprus Law): Georgiades & Pelides LLC
Citicorp International Limited (English Law): Hogan Lovells Lee & Lee
10. Unique Feature of Transaction: The Facility is one of the largest acquisition finances raised this year which will inter alia be utilized for funding the Take Private Transaction.
