Global energy group BP has sold its wind farm business in India to independent power producer Green Infra Limited for approximately Rs4.6 billion (US$95 million). Freshfields Bruckhaus Deringer partner Pratap Amin and corporate senior associate Rupert Rowland-Clark represented BP on the sale, while J Sagar Associates partner Sumanto Basu and senior associate Nitesh Bhasin advised the company on the Indian law aspects of the transaction. Luthra & Luthra’s Delhi corporate partner Samir Dudhoria and team head Pranjal Bora provided legal advice to Green Infra.
The sale was achieved through a bid process. “It was critical to ensure that a substantially attractive package was offered to the seller [both in terms of monetary consideration as well as the bouquet of legal documentation],” Bora told India Business Law Journal, “and at the same time also ensuring that the buyer’s interests are adequately protected through sufficiently robust legal documentation”.
The deal was inherently complex, as the parties were based in various jurisdictions and were therefore accustomed to different legal systems and market practices.
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“This transaction was conducted through the locked box mechanism, a fairly recent phenomenon in the M&A arena,” adds Bora. “Given the novelty of such a mechanism, especially in the Indian M&A markets, and also the perceived notion of such a mechanism being more favourable to the buyer, it was critical to ensure that the purchaser is sufficiently protected by obtaining satisfactory covenants and undertakings from the seller.”
The Indian government has demonstrated a renewed commitment to developing the power, energy and infrastructure sectors in India, spurring a revival of interest from domestic and foreign investors. The World Bank recently approved a US$4.3 billion loan to India, which will mainly be used to fund infrastructure projects, support companies requiring credit and aid the banking sector by preventing shortages of capital from leading to a slowdown in credit growth.
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