Krishnamurthy and Co

1. Value (US$): 735 Million

Deal: As part of the deal, Biocon Biologics Limited (“Biocon”) will offer approximately 15% stake to Serum Institute of Life Sciences (“Serum”) (at a post-money valuation of $4.9 billion) for which it will get committed access to a 100 million doses of vaccines per annum for 15 years, with commercialization rights of the SILS vaccine portfolio (including COVID-19 vaccines) for global markets. In addition to vaccines, the strategic alliance will also develop antibodies targeting several infectious diseases like Dengue, HIV, etc. The two companies will enter Service Level Agreements (SLAs) for manufacturing and distribution of the vaccines and antibodies. The K Law team specifically advised on the shareholders’ agreement for the transaction.

2. Value (US$): 385 Million

Deal: K Law advised Reliance Industries Limited (“RIL”) (the acquirer acquiring through its wholly owned subsidiary Reliance New Energy Solar Limited (“RNESL”)) by conducting legal due diligence and finalising the transaction documents.

Acquisition by RIL (through its wholly owned subsidiary RNESL) of 40% stake in Sterling and Wilson Solar Limited (“SWSL”) (an entity listed on BSE and engaged in the business of providing a comprehensive range of solar energy turnkey solutions including design, procurement, construction, project management and operations and management) through a combination of primary investment, secondary purchase and open offer.

The deal structure includes preferential allotment of 2.93 crore equity shares (equivalent to 15.46% post preferential share capital) at a price of INR 375 per share to RIL, acquisition of 1.84 crore equity shares by RIL from Shapoorji Pallonji & Co. Pvt. Ltd. (SPCPL) - equivalent to 9.70% post preferential share capital - at a price of INR 375 per share and an open offer to the public shareholders of SWSL to acquire up to 4.91 crore equity shares of SWSL, representing approx. 26% stake.

3. Value (US$): 268 Million

Deal: K Law represented Axis Bank Limited (lead bank) and nine other members of the consortium including several leading public and private sector banks (“Lenders”). The Borrower is listed on domestic and international Stock exchanges and is a market leading cement manufacturer. The Lenders have elected to settle their outstanding debt to Kesoram Industries Limited (“Borrower”), through repayment of cash amounts and issue of equity shares and optionally convertible redeemable preference shares to the Lenders. To raise funds for the repayment of the cash amounts to the Lenders, the Borrower is in the process of availing debt by way of debentures from Goldman Sachs and Edelweiss (“New Investors”). Our role involved conducting a due diligence of the Borrower, advising on the deal structure, advice in relation to listing regulations, drafting, negotiating and finalising the settlement agreement, the securities subscription agreement and the escrow agreement. Since, the Borrower is a listed entity, our role also involved significant regulatory advice and we also had to structure the transaction such that the parties were at all times compliant with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Value (US$): 200 Million

Deal: Structured staggered acquisition by API Holdings Private Limited (“API”) of 100% stake in Akna Medical Private Limited (“Aknamed”), India’s largest hospital-focused supply chain platform, enabling hospitals to simplify, optimise and monitor procurement and consumption using a cloud-based technology platform, national infrastructure and a complete product basket. The deal was largely a stock deal with a small cash outgo; the consideration value was approximately USD 200 Million / INR 14.75 Billion.

The Firm assisted Aknamed from the time of the inception of the deal with the term sheet, up to closing as well as post-closing activities. The Firm has previously advised Aknamed on multiple investments and acquisitions in the healthcare space.

5. Value (US$): 133 Million

Deal: K Law advised JSW Infrastructure Limited (“JSW”). Our role was to provide end to end legal support for the acquisition and included structuring advice, conducting due diligence of multiple entities, drafting and negotiating the transaction documents and providing closing assistance to the acquirer.

JSW acquired the Chettinad Group’s port business with an aggregate capacity of 21.88 MMTP for a consideration of approximately INR 1000 Crore.

6. Value (US$): 75 Million

Deal: Investment of USD 75 Million by Abu Dhabi-based ADQ for acquiring 1.8% stake in the drug-maker Biocon Biologics Limited (“Biocon”). ADQ is one of the region's largest holding companies. Biocon is a subsidiary of Biocon Limited. It is uniquely positioned as a fully integrated 'pure play' biosimilars organization in the world and aspires to transform patient lives through innovative and inclusive healthcare solutions. The investment was intended to scale the company in light of a prospective public issue. K Law was Biocon’s legal counsel with respect to advising and assisting them in raising funds by issuance and allotment of equity shares to ADQ for a consideration amounting to USD 75 million. We helped the client in entire documentation required for the deal and assisted in finalizing the corporate process required for investment.

7. Value (US$): 66.4 Million

Deal: K Law is advising the Committee of Creditors (“CoC”) of Prius Commercial Projects Private Limited and 4 other related entities (“Prius Entities”) which are all currently undergoing Corporate Insolvency Resolution Process (“CIRP”) under the Insolvency and Bankruptcy Code, 2016 (“IBC”). CoC includes Axis Bank Ltd., State Bank of India, Oriental Bank of Commerce, Punjab & Sindh Bank, Phoenix ARC. CoC and Pirus Entities underwent CIRP under the Insolvency and Bankruptcy Code, 2016 (“IBC”). K Law advised the Committee of Creditors during the corporate insolvency resolution process of Prius Commercial Projects Private Limited including the negotiation on the resolution plans. The resolution plan submitted by the consortium of Kotak Investment Advisors Limited, Minicon Insulated Wires LLP and Elita Capital Advisors LLP has been approved by the NCLT Delhi. The NCLT approved the plan vide order dated January 04, 2021.

8. Value (US$): 50 Million

Deal: Investment of around USD 50 Million (INR 3.71 Billion) by Lightrock India and other existing investors, and some new investors into fintech major Capfloat Financial Services Private Limited (“Capfloat”), a non-banking financial company. The other existing investors in this round of funding included Sequoia Capital India, Ribbit Capital, Creation Investments and Dinesh Hinduja family office; whereas new investors included David Vélez, founder of Nubank, Kunal Shah, founder of Cred, and Amrish Rau, CEO of Pine Labs. The funds raised will be used to strengthen and scale Capital Float’s BNPL platform and expand its partner ecosystem.

9. Value (US$): Confidential

Description: Acquisition by Reliance Brand Limited (“RBL”), of approx. 40% stake in famous designer, Manish Malhotra’s couture brand, MM Styles Pvt Ltd. (“MM Styles”). RBL is part of retail arm of Mukesh Ambani-led Reliance Industries Ltd. This strategic partnership is also the first “external investment” for MM Styles and is intended to accelerate the 16-year old couture house's growth in India and across the globe. Through this investment, RBL is investing in founder and creative director, Manish Malhotra's brand - known for Indian craftsmanship, dynamic glamour, and vibrant designs for high-end luxury clothing. The role of the Firm involved advising the client on the transaction including the intellectual property aspect involved. We advised MM Styles and Manish Malhotra on all the intellectual property documentation for this sale including the IP assignment agreement, endorsements assignment agreement and attributes license agreement (for use by Reliance Brands of Manish’s and his brands attributes).

10. Value (US$): Confidential

Description: The proprietor of GTS Bullet Rice obtained an ex-parte order of injunction against Peel-works on the ground that selling GTS products on its mobile application Taikee (B-to-B app) would amount to infringement of the proprietor’s trademark and copyright.

We took up the contention that GTS products having been lawfully acquired by Peel-Works, they were entitled to sell them on Taikee, as provided for under the Trademarks Act, 1999.

The City Civil Court, Bangalore upon considering the defense raised by Peel-Work, vacated the ex-parte order on 27.09.2021 and held that since the Defendant is only using the Plaintiff’s registered trademark for the purpose of identification of goods or services as those of the proprietor, the same does not amount to infringement.