india capital markets deal list
TRANSCRIPT
4847-7896-0418\5
Dorsey & Whitney LLP India Capital Markets Practice
Transactions by the Dorsey & Whitney India Practice Group (through August 2016)
Qualified Institutions Placements (“QIPs”)
Dorsey acted as international counsel (with drafting responsibility) on the following matters:
Client(s) Issuer Type of Transaction Amount Raised
Morgan Stanley India Company Private Limited
JM Financial Institutional Securities Limited
CLSA India Private Limited
Citigroup Global Markets India Private Limited
Credit Suisse Securities (India) Private Limited
Goldman Sachs (India) Securities Private Limited
J.P. Morgan India Private Limited
IndusInd Bank Limited QIP in India and US private placement outside India
US$675 million
Edelweiss Financial Services
Marksans Pharma Limited
QIP in India and US private placement outside India
US$21 million
Barclays Bank Plc
Kotak Mahindra Capital Company
Motilal Oswal Investment Advisors
Dewan Housing Finance Corporation Limited
QIP in India and US private placement outside India
US$130 million
2
JM Financial
Standard Chartered
CEAT Limited QIP in India and US private placement outside India
US$64 million
Standard Chartered
JM Financial
Spark Capital
The Karur Vysya Bank Ltd
QIP in India and US private placement outside India
US$102 million
Credit Suisse Securities
Axis Capital
JM Financial
ING Vysya Bank Limited
QIP in India and US private placement outside India
US$147 million
Morgan Stanley India
JM Financial
CLSA India
HSBC Securities
IndusInd Bank Limited QIP in India and US private placement outside India
US$370 million
Edelweiss Financial Services
Development Credit Bank Limited
QIP in India and Regulation S private placement outside India
US$18.8 million
Enam Securities
Standard Chartered Securities India
Religare Capital Markets
Motilal Oswal Investment Advisors
Dewan Housing Finance Corporation Limited
QIP in India, Section 4(2) private placement in the US and Regulation S private placement outside India
US$62.2 million
3
Morgan Stanley India Company
IDFC Capital
JM Financial Consultants
BNP Paribas and UBS Securities India
IndusInd Bank Limited QIP in India, Section 4(2) private placement in the US and Regulation S placement outside India
US$253 million
IDFC Capital
JM Financial Consultants
The Dhanalakshmi Bank
QIP in India and a concurrent Regulation S offering outside India
RS. 3,807 million (US$85 million)
Motilal Oswal Investment Advisors
JM Financial Consultants
Dewan Housing Finance Corporation Limited
QIP in India, Section 4(2) private placement in the US and Regulation S placement outside India
Enam Securities
Centrum Capital
Magma Fincorp Limited
QIP in India, Section 4(2) private placement in the US and Regulation S placement outside India
Collins Stewart Inga
Antique Capital Markets
Unity Infraprojects Limited
QIP in India and a concurrent Regulation S offering outside India
4
Daiwa Securities SMBC India
Kotak Mahindra Capital Company
Nomura Financial Advisory & Securities (India)
Antique Capital Markets
Axis Bank
Patel Engineering Limited
Concurrent QIP in India and Regulation S offering outside India
Anand Rathi Financial Services
Pioneer Investcorp
Ackruti City Limited Concurrent QIP in India and Regulation S offering outside of India
Morgan Stanley India Company
IDFC‐SSKI
IndusInd Bank Limited Concurrent QIP in India and Regulation S offering outside India
JM Financial Consultants
HSBC Securities and Capital Markets (India)
Antique Capital Markets
ibn18 Broadcast Limited
Concurrent QIP in India and Regulation S offering outside India
Kotak Mahindra Capital Company
Citigroup Global Markets India
Marico Limited Concurrent QIP in India, Section 4(2) private placement in the US and Regulation S offering outside India
Kotak Mahindra Capital Company
Mahindra Gesco Developers Limited
Concurrent QIP in India, Section 4(2) private placement in the US and Regulation S offering outside India
5
Initial Public Offerings (“IPOs”) and Follow‐on Offers
Dorsey acted as international counsel (with drafting responsibility) on the following matters:
Client(s) Issuer Type of Transaction Amount Raised
Kotak Mahindra Capital Company
Axis Capital
Citigroup
Morgan Stanley
HDFC Bank
ICICI Securities
IDFC Securities
IIFL Holdings
SBI Capital Markets
The RBL Bank Limited IPO in India and concurrent Rule 144A offering
RS. 12,130 million (US$180 million)
JM Financial
Edelweiss Financial Services
ICICI Securiteis
Thyrocare Technologies
IPO in India and concurrent Rule 144A offering
RS. 4,972 million (US$74.5 million)
IDFC Capital
Avendus Capital
Avendus Securities
Reliance Securities and Sharekhan
Tribhovandas Bhimji Zaveri Limited
IPO in India and concurrent Regulation S offering outside India
RS. 2,000 million (US$39 million)
SBI Capital Markets
Goldman Sachs
ICICI Securities
JP Morgan
Power Grid Corporation of India Limited (Power Grid)
Follow‐on public offering, and Rule 144A offering
RS. 75.8 billion (US$1.7 billion)
Goldman Sachs (India) Securities
JM Financial Consultants
UBS Securities India
Orient Green Power Company Limited
IPO in India and Rule 144A offering
RS. 9,000 million (US$202 million)
6
Enam Securities
IDFC Capital
Motilal Oswal Securities
Ashoka Buildcon Limited
IPO and concurrent Regulation S offering outside India
RS. 2,250 million (US$51 million)
Enam Securities
Deutsche Equities (India)
Ramky Infrastructure Limited
IPO and concurrent Regulation S offering outside India
RS. 5,300 million (US$119 million)
UBS Securities India
Citigroup Global Markets India
Morgan Stanley India Company
RBS Equities (India)
Edelweiss Capital
Kotak Mahindra Capital Company
NMDC Limited (Winner, India Business Law Journal’s “India Deal of the Year” award 2010)
Follow‐on public offering and Rule 144A offering
Rs.99,300 million (US$2,200 million)
J.P. Morgan India
Enam Securities
Persistent Systems Limited
IPO and Rule 144A offering
Rs.1,680 million (US$37.3 million)
Deutsche Equities (India)
Antique Capital Markets
Antique Stock Broking
DEN Networks Limited
IPO and concurrent Regulation S offering outside India
RS. 3,645 million (US$76 million)
JM Financial Consultants
Citigroup Global Markets India
Enam Securities
SBI Capital Markets
Kotak Mahindra Capital Company
Motilal Oswal Investment Advisors
Pipavav Shipyard Limited
IPO and Rule 144A offering
RS. 4,987 million (US$104 million)
7
Enam Securities
Kotak Mahindra Capital Company
SBI Capital Markets
NHPC Limited (NHPC) (Winner, India Business Law Journal’s “India Deal of the Year” award 2009)
Privatization, IPO, and Rule 144A offering
RS. 60,000 million (US$1,250 million)
Kotak Mahindra Capital Company
ICICI Securities
Motilal Oswal Investment Advisers
Shriram EPC Limited IPO and Rule 144A offering
RS. 1,500 million (US$38 million)
Citigroup Global Markets India
Enam Securities
Kotak Mahindra Capital Company
Power Grid Corporation of India Limited (Power Grid) (Winner, India Business Law Journal’s “India Deal of the Year” award 2007)
Privatization, IPO, and Rule 144A offering
RS. 29,845 million (US$760 million)
Kotak Mahindra Capital Company
Enam Securities
Jyothy Laboratories Limited
Public offering and Rule 144A offering
RS. 3,056 million (US$80 million)
DSP Merrill Lynch
Edelweiss Capital
Kolte Patil Developers Limited
IPO and Rule 144A offering
RS. 2,755 million (US$70 million)
Central Bank of India
Enam Financial Consultants
ICICI Securities
Kotak Mahindra Capital Company
Citigroup Global Markets India
IDBI Capital Markets Services
Central Bank of India Privatization, IPO and Rule 144A offering
RS. 8,160 million (US$208 million)
8
Enam Financial Consultants
Kotak Mahindra Capital Company
IVR Prime Urban Developers Limited
IPO and Rule 144A offering
RS. 7,783 million (US$190 million)
Enam Financial Consultants
SBI Capital Markets
Indian Bank IPO and Rule 144A offering
RS. 7,821 million (US$191 million)
Enam Financial Consultants
ICICI Securities
Kotak Mahindra Capital Company
Power Finance Corporation Limited (PFC)
Privatization, IPO and Rule 144A offering
RS. 9,972 million (US$243 million)
ICICI Securities
SBI Capital Markets
IL&FS Investsmart
Tanla Solutions Limited
IPO and Rule 144A offering
RS. 3,788 million (US$86 million)
Enam Financial Consultants
DSP Merrill Lynch
JM Morgan Stanley
Parsvnath Developers Limited
IPO and Rule 144A offering
RS. 10,897 million (US$248 million)
Enam Financial Consultants
Kotak Mahindra Capital Company
IL&FS Investsmart
ICICI Securities
Sobha Developers Limited
IPO and Rule 144A offering
RS. 5,691 million (US$130 million)
Enam Financial Consultants
ICICI Securities
Deccan Aviation Limited (Air Deccan)
IPO and Rule 144A offering
RS. 3,633 million (US$81 million)
DSP Merrill Lynch Unity Infraprojects Limited
IPO and Rule 144A offering
RS. 2,324 million (US$52 million)
9
Jagran Prakashan Limited
DSP Merrill Lynch
ICICI Securities
Jagran Prakashan Limited (publisher of Danik Jagran)
IPO and Rule 144A offering
RS. 3,213 million (US$75 million)
Patel Engineering Limited
ICICI Securities
Enam Financial Consultants
Patel Engineering Limited
Follow‐on public offering and Rule 144A offering
RS. 4,250 million (US$94 million)
Bank of Baroda
DSP Merrill Lynch
Kotak Mahindra Capital Company
JM Morgan Stanley
Enam Financial Consultants
HSBC
SBI Capital Markets
Karvy Investor Services
other underwriters
Bank of Baroda Follow‐on public offering and Rule 144A offering
RS. 16,330 million (US$375 million)
Andhra Bank, Citigroup Global Markets India
DSP Merrill Lynch
Kotak Mahindra Capital Company
Enam Financial Consultants
SBI Capital Markets
Andhra Bank Follow‐on public offering and Rule 144A offering
RS. 7,650 million (US$175 million)
10
PVR Limited
Kotak Mahindra Capital Company
ICICI Securities
PVR Limited IPO and Rule 144A offering
RS. 1,733 million (US$36 million)
Union Bank of India
Citigroup Global Markets India
DSP Merrill Lynch
Kotak Mahindra Capital Company
Enam Financial Consultants
SBI Capital Markets
Union Bank of India Follow‐on public offering and Rule 144A offering
RS. 4,950 million (US$110 million)
Kotak Mahindra Investments
Kotak Real Estate Fund
Invests in real estate in India and provides finance to companies in the real estate industry in India
US$160 million
Citigroup Global Markets India
Motilal Oswal Financial Services
IPO and concurrent Regulation S offering outside of India
RS. 2,461 million (US$51 million)
Advanta India
UBS
Yes Bank
SSKI Corporate Finance
Advanta India Limited IPO and concurrent Regulation S offering outside India
RS. 2,163 million (US$45 million)
Development Credit Bank
Enam Financial Consultants
JM Morgan Stanley
Development Credit Bank
IPO and concurrent Regulation S offering outside India
RS. 65.06 million (US$1 million)
11
Blue Bird (India) Limited
DSP Merrill Lynch
Blue Bird (India) Limited
IPO and concurrent Regulation S offering outside India
RS. 921 million (US$19 million)
Offers for Sale (“OFS”)
Dorsey acted as international counsel on the following matters:
Client(s) Issuer Type of Transaction Amount Raised
SBICAP securities
ICICI Securities
Edelweiss Securities
Deutsche Equities
National Thermal Power Corporation
OFS of the equity shares, Regulation S private placement outside India and concurrent Rule 144A offering in the US
RS. 50,000 million (US$750m)
Axis Capital Limited
Deutsche Equities India Private Limited
HSBC Securities
Capital Markets (India) Private Limited
J.P. Morgan India Private Limited
Kotak Securities Limited
SBICAP Securities Limited
Steel Authority of India (SAIL)
OFS of the equity shares, Regulation S private placement outside India and concurrent Rule 144A offering in the US
RS. 17,140 million (US$284m)
12
Axis Capital Limited
Deutsche Equities India Private Limited
HSBC Securities
Capital Markets (India) Private Limited
J.P. Morgan India Private Limited
Kotak Securities Limited
SBICAP Securities Limited
Steel Authority of India (SAIL)
OFS of 5.82 percent of the equity shares, Regulation S private placement outside India and concurrent Rule 144A offering in the US
RS. 15,161 million (US$278m)
AIM Listings
Dorsey acted as international counsel (with drafting responsibility) on the following matters:
Client(s) Issuer Type of Transaction Amount Raised
Jefferies International
Enam Securities Europe
CbaySystems Holdings Limited
AIM listing and concurrent Section 4(2) private placement in the US and Regulation S offering outside India
SKIL Ports & Logistics Limited
SKIL Ports & Logistics Limited
AIM listing and concurrent Section 4(2) private placement in the US and Regulation S offering outside India
13
Global Depositary Receipts (“GDRs”)
Dorsey acted as international counsel (with drafting responsibility) on the following matters:
Client(s) Issuer Type of Transaction Amount Raised
Citigroup Global Markets
Enam Securities Europe
Northgate Technologies Limited
International offering of GDRs, including a Rule 144A offering, and the listing of the GDRs on the Luxembourg Stock Exchange
Other QIPs
Dorsey acted as special counsel on the following matters:
Client(s) Issuer Type of Transaction Amount Raised
Edelweiss Financial Services
IDFC Securities
Sharda Cropchem Limited
Concurrent QIP in India and Regulation S offering outside India
Inga Capital
IDFC Securities
Equirus Capital
Gammon Infrastructure Projects Limited
Concurrent QIP in India and Regulation S offering outside India
Edelweiss Financial Services
ICICI Securities
Wonderla Holidays Limited
Concurrent QIP in India and Regulation S offering outside India
Axis Capital Limited
SBI Capital Markets Limited
Sundaram‐Clayton Limited
Concurrent QIP in India and Regulation S offering outside India
14
ICICI Securities Limited
India Infoline Limited
TSR Darashaw Private Limited
Thomas Cook (India) Limited
Concurrent QIP in India and Regulation S offering outside India
Inga Capital K.S. Oils Limited Concurrent QIP in India and Regulation S offering outside of India
Almondz Global Securities
Excel Infoways Limited
Concurrent QIP in India and Regulation S offering outside India
Enam Securities
IDFC Capital
Shopper’s Stop Limited
Concurrent QIP in India and Regulation S offering outside India
Antique Capital Markets
3i Infotech Limited Concurrent QIP in India and Regulation S offering outside India
Enam Securities ING Vysya Bank Limited
Concurrent QIP in India and Regulation S offering outside India
Spark Capital Dynamatic Technologies Limited
Concurrent QIP in India and Regulation S offering outside India
Collins Stewart Inga
IL&FS Investsmart
Sadbhav Engineering Limited
Concurrent QIP in India and Regulation S offering outside India
Prime Securities Logix Microsystems Limited
Concurrent QIP in India and Regulation S offering outside India
15
Prime Securities S. Kumars Nationwide Limited
Concurrent QIP in India and Regulation S offering outside India
ICICI Securities McLeod Russel India Limited
Concurrent QIP in India and Regulation S offering outside India
Prime Securities Asian Electronics Limited
Concurrent QIP in India and Regulation S offering outside India
Anand Rathi
India Infoline
Emami Limited Concurrent QIP and Regulation S offering outside India
Other IPOs
Dorsey acted as special counsel on the following matters:
Client(s) Issuer Type of Transaction Amount Raised
Enam Securities MT Educare Limited IPO in India and concurrent Regulation S offering outside of India
Enam Securities
JM Financial Consultants
Kotak Mahindra Capital Company
Future Ventures India Limited
IPO in India and concurrent Regulation S offering outside India
Avendus Capital
ICICI Securities
SPA Merchant Bankers
Parabolic Drugs Limited
IPO in India and concurrent Regulation S offering outside India
16
IDFC‐SSKI
Edelweiss Capital
Man Infraconstruction Limited
IPO in India and concurrent Regulation S offering outside India
SPA Merchant Bankers
India Infoline, Avendus Capital Private
SPA Securities
Reliance Securities
Infinite Computer Solutions Limited
IPO in India and concurrent Regulation S offering outside India
Anand Rathi Financial Services
Intensive Fiscal Services
Gokul Refoils and Solvent Limited
IPO in India and concurrent Regulation S offering outside India
Saffron Capital Advisors
Sejal Architectural Glass Limited
IPO in India and concurrent Regulation S offering outside India
Allbank Finance Austral Coke & Projects Limited
IPO in India and concurrent Regulation S offering outside India
Edelweiss Capital Renaissance Jewellery Limited
IPO in India and concurrent Regulation S offering outside India
Enam Securities
Kotak Mahindra Capital Company
Spark Capital
Consolidated Construction Consortium Limited
IPO in India and concurrent Regulation S offering outside India
17
JM Financial Consultants
Karvy Investors
Koutons Retail India Limited
IPO in India and concurrent Regulation S offering outside India
Edelweiss Capital TAKE Solutions Limited
IPO in India and concurrent Regulation S offering outside of India
ICICI Securities Bharat Earth Movers Limited
IPO in India and concurrent Regulation S offering outside of India
IL&FS Investsmart
Enam Financial Consultants
Time Technoplast Limited
IPO in India and concurrent Regulation S offering outside of India
Edelweiss Capital MIC Electronics Limited
IPO in India and concurrent Regulation S offering outside of India
IL&FS Investsmart Page Industries Limited
IPO in India and concurrent Regulation S offering outside of India
Edelweiss Capital
Enam Financial Consultants
Orbit Corporation Limited
IPO in India and concurrent Regulation S offering outside India
Edelweiss Capital
IL&FS Investsmart
Meghmani Organics Limited
IPO in India and concurrent Regulation S offering outside India
18
Enam Financial Consultants
Redington (India) Limited
IPO in India and concurrent Regulation S offering outside India
Enam Financial Consultants
JM Morgan Stanley
Edelweiss Capital
Ambit Corporate Finance
Cinemax (India) Limited
IPO and offer for sale in India and concurrent Regulation S offering outside of India
Edelweiss Capital C&C Constructions Limited
IPO in India and concurrent Regulation S offering outside India
SBI Capital Markets
India of Mudra Lifestyle Limited
IPO in India and concurrent Regulation S offering outside
SBI Capital Markets
Kotak Mahindra Capital Company
ICRA Limited Offer for sale in India and concurrent Regulation S offering outside of India
Enam Financial Consultants
Ess Dee Engineering Limited
IPO in India and concurrent Regulation S offering outside India
SBI Capital Markets
ICICI Securities
Global Helicorp Limited
IOP and the offer for sale in India and concurrent Regulation S offering outside of India
19
IL&FS Investsmart Fiem Industries IPO in India and concurrent Regulation S offering outside India
Enam Financial Consultants
Voltamp Transformers Limited
Offer for sale in India and concurrent Regulation S offering outside of India
SBI Capital Markets
Adhunik Metaliks Limited
IPO in India and concurrent Regulation S offering outside India
IL&FS Investsmart
IDBI Capital Market Services
Uttam Sugar Mills Limited
IPO in India and concurrent Regulation S offering outside India
Enam Financial Consultants
Inox Leisure Limited IPO in India and concurrent Regulation S offering outside India
B.L. Kashyap and Sons Limited
B.L. Kashyap and Sons Limited
IPO in India and concurrent Regulation S offering outside India
Nitco Tiles Limited Nitco Tiles Limited IPO in India and concurrent Regulation S offering outside India
ICICI Securities
Enam Financial Consultants
South Indian Bank Follow‐on public offering in India and concurrent Regulation S offering outside India
20
JM Morgan Stanley
Enam Financial Consultants
Entertainment Network (India)
IPO in India and concurrent Regulation S offering outside India
SBI Capital Markets
ICICI Securities
Royal Orchid Hotels Limited
IPO in India and concurrent Regulation S offering outside India
SBI Capital Markets
Educomp Solutions Limited
IPO in India and concurrent Regulation S offering outside India
SBI Capital Markets
Everest Kanto Cylinder Limited
IPO in India and concurrent Regulation S offering outside India
21
Representative transactions of John Chrisman prior to joining Dorsey & Whitney
Acted as international counsel to Morgan Stanley, Merrill Lynch and JP Morgan in the initial public offering in India of Tata Consultancy Services, India’s largest IT company, and concurrent Rule 144A offering.
Acted as international counsel to Merrill Lynch, Kotak Mahindra and Citigroup in the initial public offering in India of Patni Computer Services and concurrent Rule 144A offering.
Acted as international counsel to Bharti Tele‐Ventures in the initial public offering in India and concurrent Rule 144A offering.
Acted as international counsel to Credit Lyonnais Securities Asia in the INR 6 billion QIP equity capital raising by Educomp Solutions Limited.
Acted as international counsel to Merrill Lynch in the INR 5 billion QIP equity capital raising by Shree Renuka Sugars Limited.
Acted as international counsel to ABN AMRO and Citigroup in the INR5.5 billion equity private placement by IVRCL Infrastructures & Projects Limited.
Acted as international counsel to Kotak Mahindra Capital Company in the initial public offering in India of HT Media Limited (Hindustan Times) and a concurrent Rule 144A offering.
Acted as international counsel to DSP Merrill Lynch and Kotak Mahindra Capital Company in the initial public offering in India of Infrastructure Development Finance Company Limited and a concurrent Rule 144A offering.
Acted as international counsel to Yes Bank, DSP Merrill Lynch and Enam Financial Consultants in the initial public offering in India of Yes Bank Limited and a concurrent Rule 144A.
Acted as international counsel to Syndicate Bank, SBI Capital Markets, Enam Financial Consultants, JM Morgan Stanley and SSKI Corporate Finance in a follow‐on public offering in India of Syndicate Bank and a concurrent Regulation S offering outside India.
Acted as international counsel to Oriental Bank of Commerce, ICICI Securities, DSP Merrill Lynch, Kotak Mahindra Capital Company, Citigroup Global Markets India and Bajaj Capital in a follow‐on public offering in India of Oriental Bank of Commerce and a concurrent Rule 144A offering.
Acted as international counsel to SBI Capital Markets, DSP Merrill Lynch, ICICI Securities, JM Morgan Stanley, Kotak Mahindra Capital Company and Enam Financial Consultants in a follow‐on public offering in India of Allahabad Bank and a concurrent Rule 144A offering.
22
Acted as international counsel to Allsec Technologies Limited, IL&FS Investsmart and Kotak Mahindra Capital Company in the initial public offering in India of Allsec Technologies Limited and a concurrent Regulation S offering outside India.
Acted as special counsel to Enam Financial Consultants and JM Morgan Stanley in the initial public offering in India of Shringar Cinemas Limited and a concurrent Regulation S offering outsideIndia.
Acted as special counsel to SBI Capital Markets in the initial public offering in India of Provogue (India) Limited and a concurrent Regulation S offering outside India.