Cyril Amarchand Mangaldas (CAM) and Khaitan & Co are advising on Bain Capital’s proposed INR43.85 billion (USD510 million) investment in Manappuram Finance.
CAM counselled US private equity firm Bain Capital on its proposal to acquire an 18% stake on a fully diluted basis and gain joint control of Manappuram Finance, an Indian non-banking financial company offering a range of loans.
Managing partner Cyril Shroff, senior partner L Viswanathan and partner Anchal Dhir led the CAM team, with assistance from principal associate Shubham Rastogi, and senior associates Surabhi Saboo, Aman Deep Borthakur, Varun Kannan and Swini Khara. Multiple teams on due diligence, regulatory and employment matters assisted the transaction team.
Khaitan & Co advised Manappuram Finance and its promoters on Bain Capital’s proposed investment, involving a potential stake of up to 41.7% (including shares acquired through an open offer).
The Khaitan team comprised senior partner Haigreve Khaitan, partners Vivek Sriram, Gautam Suseel and Abhishek Dadoo, counsel Gaurav Malhotra, principal associate Rahul Chandramouli, as well as senior associates Atul Narayan, Vaasavi Sashiraman and Vismita Gahlot. Associates Aanchal Kapoor, Partha Mansukhani, Vishnu Vasudevan, Gaurang Mansinghka, Niyati Karia and Shubhra Wadhawan also provided assistance. Partner Anshuman Sakle with senior associate Yatharth Singh helped with merger-control related aspects.
BC Asia Investments XXV and BC Asia Investments XIV, affiliates of Bain Capital (investors), have entered into a securities subscription agreement (SSA) with the company and certain members of its promoter and promoter group.
The agreement involves an acquisition of 9,29,01,373 shares and an equal number of warrants, each convertible into one share, representing 18% of the company’s share capital.
Additionally, the investors have entered into a shareholders agreement (SHA) with the company and its promoter group, outlining the terms of governance and inter se rights and obligations.
On completion, the investors are set to gain control and be classified as promoters alongside the existing promoter group. As a result of the SSA and SHA, the investors must make a mandatory open offer under regulations 3 and 4 of the SEBI Takeover Regulations, 2011.
Bain Capital will be a designated promoter of Manappuram Finance. Under regulatory requirements, it has launched a mandatory open offer to acquire an additional 26% of Manappuram Finance’s expanded share capital.
Depending on the subscription to the open offer, Bain Capital’s final shareholding in Manappuram Finance will range between 18.0% and 41.7% on a fully diluted basis.
The transaction is subject to customary closing conditions and meeting regulatory approvals, including securities and financial sector regulations.
