Private equity investments and corporate structuring

Our private equity and corporate structuring lawyers assist domestic, multinational and foreign companies in making acquisitions and investments in India and abroad. Our experience covers the entire private equity spectrum, including structuring and making equity investments, negotiating bridge and debt financing for portfolio companies, structuring follow-on investments and disposing of investments through private or public sales.

The team also provides advisory services in many different commercial projects and transactions, such as corporate formation and regulatory compliance (including licenses and permits), mergers and acquisitions, joint ventures, privatization, and various other investment transactions.

Our teams of lawyers, company secretaries and chartered accountants have expertise in the areas of corporate finance, capital raising, investment targeting, evaluation and assessment, transaction structuring and negotiations. The team has successfully concluded a range of commercial transactions in and outside India including organizing and executing due diligence exercises and identifying the most suitable and efficient legal and tax structure for investments. Our international expertise coupled with our local expertise allows us to provide our services to many international entities in various business ventures across the globe.

Also, the firm regularly publishes informative newsletters and alerts on covering areas like foreign direct investment (FDI) and taxation and distributes the same to the firm’s vast network of clients and friends.

Our specialist partners span the key global markets and our dedicated private equity practice has experience of the full range of private equity matters. It is the combination of our corporate, leveraged finance, securitisation, mezzanine, high-yield and full range of other finance expertise that makes us unique and ultimately a leading player in the market.

We represent private equity players in their formation and fund raising activities, as well as with all phases of their venture investment activities. We also represent emerging companies who seek venture capital financing as a means to expand their business or exploit other opportunities. With our balanced experience representing both constituents in the private equity community, we have developed a thorough understanding of the issues and concerns of all parties in the area.

FM representation of private equity and funds has focused on specific business plans and specific investment strategies. Our representation of clients has given us an intimate understanding of private equity funds, their goals and their limitations. We utilize Firm specialists in the critical areas of securities, tax, intellectual property and banking regulatory fields to ensure that we have addressed every important issue.

FM lawyers assist private equities funds, investment banks, financial institutions and individual investors with structuring and consummating private equity, debt or hybrid investments. Our practice is both transactional and compliance-related. FoxMandal has extensive experience in creating and documenting a variety of private investments, including private placements, mezzanine financings, and others. We represent private investors of all sizes, from large institutional funds and corporate investors to angel investors, and are experienced with the varied issues arising in early stage, later stage and mezzanine financing for offering types ranging from traditional private offerings to offshore private placements. Our group advises clients regularly regarding the formation and capitalization of fund of funds, venture funds, and private equity funds.

We also assist private equity fund clients and management boards initiate, structure and complete leveraged buyout offers to take companies private. Our Corporate Practice Group readily draws upon resources from our Tax, Finance, Employment and Securities Law practices when a particular transaction or matter requires a multidisciplinary approach.

In this era of heightened scrutiny, private equity funds and private companies must comply with a myriad of increasingly complex state and federal regulations. From fund formation to structuring and documenting complex deals, FM lawyers counsel our clients on the many rules and requirements governing every step of the transaction.

For investors and emerging businesses, the private equities and venture capital markets present both great opportunities and significant challenges. FM lawyers understand the advantages - and the potential pitfalls - for both investors and entrepreneurs in the private equities and venture capital markets.
The core of our approach is to thoroughly understand our clients' business and provide the legal services and solutions to help our clients achieve their vision. With a wealth of legal experience across a variety of industries, FM provides a full-range of corporate, finance and business advisory services to our private equity clients.

The FM Corporate Practice Group focuses on private equity funds and investment companies, venture capital firms, their portfolio companies and start-ups or mid-sized companies raising funds in the private equities market.

An indicative list of transactions relating to private equity, funds and transactions involving structuring is as follows:

Sr. No.Name of the CompanyTransaction
1.Carlyle Group & Onex PartnersAdvise regarding acquisition of Allison Transmission division from General Motors Corporation.
2.Trak Services Private LimitedAdvise Trak (owning a chain of restaurants under the brand name Mark Pi) in relation to
private equity investment by GEM Holdings.
3.Ashmore Group UK & Alchemy Partners LLPAdvise in relation to formation of private equity fund and fund investment in Mauritius,
fund manager in Mauritius and an investment advisory company in India for investment in special situation assets.
4.SOMA Enterprises Ltd.Advise to a leading infrastructure company with respect to private equity investment
of INR 4 Billion by 3i PE Fund.
5.Actis Assets Fund 2, L.P.Advise in relation to asset transfer by Asian Finance and Investment Corporation
Limited to the client.
6.One Equity LLPAdvisors for India transactions leading to acquisition of worldwide business of Arvin Meritor Inc.
7.The Carlyle GroupAdvise with respect to worldwide acquisition of EPD business of the Goodyear Tire & Rubber Company by Carlyle Group
8.Castle RockAdvise regarding investment in a Special Purpose Vehicle undertaking construction and development of hotel in Bangalore
9.Castle RockAdvise with regard to investment in proposed hotel development project in Mumbai
10.Castle Rock PE FundAdvise in relation to investment in a proposed hotel development project in Gurgaon (NCR)
11.Castle Rock PE FundAdvise with respect to investment in proposed hotel development project in Kolkata
12.Castle Rock PE FundAdvise in relation to investment in a Special Purpose Vehicle undertaking constriction and development of a resort in South India
13.Castle Rock IREGO I LPAdvise in relation to equity shares and/or preference shares or any other permissible mode of investment in a special purpose vehicle either a wholly owned subsidiary or a joint venture company
14.J P MorganAdvisors in setting up a joint venture for a residential project with Lodha Developers in Mumbai
15.Luminous Power Technologies Ltd.Advisors in relation to a transaction wherein investments have been done by CLSA
16.Goldman Sachs (Asia) LLCAdvise with respect to setting up Foreign Venture Capital Fund (FVCI) and the laws and procedure of registration with SEBI and the benefits of setting an FVCI
17.Goldman Sachs (Asia) LLCAdvisors with respect to various construction contract for a real estate development project for their own BPO and other commercial space requirement in Mumbai.
18.Alpha Tiger Property Trust GroupAdvise in relation to a joint venture with the Logix Group for setting up of an IT Park. Advised in due diligence of the land and all closing documentation in order to consummate the transaction.
19.Alpha Tiger Property Trust GroupAdvisors for setting up a three way joint venture for an IT Park in Noida.
20.Alpha Tiger Property Trust GroupAdvice for developing 2 IT SEZs project in Pune with a local developer.
21.Silver Ocean Property Mauritius (PCC)Advise in relation to due diligence, all documentation and Investment activities.
22.Arch Capital Management CompanyAdvise in relation to its joint venture to construct, develop, operate and manage residential projects in India, in a SEZ project in Chennai as a co-developer in the SEZ.
23Carlyle Asia Investment Advisors LimitedAdvise with respect to developing an integrated township on an area in excess of 125 acres.
24Soil Built Development Private LimitedAdvise in relation to a SEZ project in Vadodara
25.CitigroupAdvised with respect to a joint venture with HDFC and Portman, US regarding development and construction of hotels across various cities in India.
26.CitigroupAdvised with respect to a joint venture with Gera Developments Private Limited regarding development and construction of integrated townships/residential complexes under Press Note-2 of 2005.
27.CitigroupAdvised with respect to conducting due diligence on a company proposing to set up IT SEZ/Software Technology Park in NOIDA with special focus on the real property owned by the company. Further, we are also advising Citigroup in acquisition of shares in this company and for obtaining all approvals for setting up of STP/SEZ.
28.CitigroupAdvised in setting up a joint venture with Nitesh Estates in Bangalore for undertaking a Hotel Project the work comprised starting from drafting term sheet, due diligence of the project land, drafting and negotiating transaction documentation, doing all post closing formalities.
29.CitigroupAdvised in setting up a joint venture with an Indian Company with Auromatrix for setting up chain of budget hotels in several cities including Bangalore, Chennai etc the work comprised starting from drafting term sheet, due diligence of the project land, drafting and negotiating transaction documentation, doing all post closing formalities.
30.CitigroupAdvised with respect to a real estate project in Chennai in forming a joint venture with True Value Homes and with the promoters of True Value Homes. The work comprised starting from drafting term sheet, due diligence of the project land, drafting and negotiating transaction documentation, doing all post closing formalities.
31.CitigroupAdvised with respect to making investment in a large real estate company at a pre IPO stage.
32.CitigroupConducting due diligence of land with respect to various real estate project across various cities in India.
33.CitigroupAdvising the SPV’s formed in India to develop Hotel projects.

Funds and fund investments

Our funds practice team serves clients including domestic and offshore private investment funds, including hedge funds, private equity funds, venture capital funds, real estate funds and mutual funds. We advise our clients on all aspects of fund organisation, structuring, including domicile, exemptions on registrations, tax efficiency and commercial issues like fee and compensation structure. We offer a broad array of legal know-how to support the formation and ongoing operations of our fund clients, ranging from fund organization and management to tax and litigation counsel.

In advising our clients across a full range of issues that they face in today’s rapidly evolving and changing economic and regulatory environments, we combine the resources of our general corporate advisory, tax, securities and employment practice groups to provide the full array of services to funds.

Our funds practice covers broadly the following:

Advising clients in relation to structuring, including advise on business strategic issues like structuring of carried interest etc.

• Tax advice including advice on choice of tax favorable jurisdiction for routing the investments in India including liaising with overseas counsel.

• Drafting and vetting of constitution documents and related documentation including the private placement memorandum, investment management
   agreements, investment advisory agreements and other such documents.

• Advising and assisting clients in complying with local Indian registration requirements including liaising with the Securities and Exchange Board of
  India ("SEBI"), Reserve Bank of India ("RBI") and the Foreign Investment Promotion Board ("FIPB").

• Advising and assisting clients on other related matters including drafting of employment agreements of fund employees etc.

Sr. No.Name of the CompanySponsorIndian Counsel for
1.Ashmore Alchemy Investment Advisors (India) Private Limited/ Ashmore Alchemy Investment Managers (Mauritius) LLCAlchemy Partners LLP and Ashmore Investments (UK) LimitedIndian counsel to the Fund, Fund Manager and Investment Advisory Company in India.
2.CPI Capital Partners Asia Pacific, L.P.Cet Technologies Pte LimitedIndian counsel to the Fund on employment and tax issues.
3.The India FundMerrill Lynch Inc./ Unit Trust of India.Indian counsel to the Fund.
4.India Magnum Fund Ltd Formerly India Magnum Fund N.V.Morgan Stanley Group Inc./State Bank of IndiaIndian counsel to the Fund
5.Asian convertibles
and income Fund
Asian Development Bank/State Bank of IndiaIndian counsel to the Fund
6.Common wealth Income Equity Fund

Batterymarch Canada Inc./Canara Bank/now HDFCIndian counsel to the Fund.
7.Morgan Stanley Growth Fund
Morgan Stanley Group Inc.Indian counsel to the Fund.
8.Sun F&C Mutual Fund
Foreign & Colonial UK/Sun Securities IndiaIndian counsel to the Fund.
9.The Templeton Mutual FundFranklin Templeton Group, USIndian counsel to the Fund.
10.India Performance Fund MauritiusSun Capital Limited, New JerseyIndian counsel to the Fund.
11.Oryx Fund LtdSun Capital Limited, New JerseyIndian counsel to the Fund.
12.India Investment AG ZurichMorgan Stanley Asset Management Inc.Indian counsel to the Fund
13.India Investment Fund MauritiusMorgan Stanley Asset Management Inc.Indian counsel to the Fund.
14.India Special Situations Fund, MauritiusMorgan Stanley Asset Management Inc.India counsel to the Fund.
15.DSP Merrill Lynch Mutual Fund

Merrill Lynch Asset Management and DSP Merrill Lynch Financial Consultants Ltd.Indian Counsel for Merrill Lynch Asset Management
16.TATA Mutual Fund

Dresdner Kleinwort Benson Ltd/Tata Finance Ltd.Occasional advice given to DKBL Ltd.
17.ITC Thread Needle Mutual Fund

ITC Industries and Threadneedle Asset Management UK/Zurich Insurance Group
Indian advisers to Threadneedle Asset Management plc & occasional to the Fund
18.BIRLA Mutual Fund
Birla Group/Capital Group Company Inc., USA Advice given from time to time to the Fund and Asset Management Company.
19.Sundaram Newton FundSundaram Clayton Finance Ltd and Newton Asset Management UK
Indian Advisor to Newton Asset Management Ltd.
20.SBI Mutual FundState Bank of India
21.NICO UCO Mutual Fund (Proposed)Hambros BankAdvisers to the Hambro Bank
22.ICICI Mutual Fund.J P Morgan/ ICICI Ltd.Indian Advisors to JP Morgan Asset Management Ltd.
23Nagarjuna Mutual Fund Nagarjuna GroupAdvisors to the Fund
24India Infrastructure FundUnit trust of India/AMP AustraliaAdvisors to the Fund
25.India Media, Internet and Communication FundUnit trust of India/AMP AustraliaAdvisors to the Fund
26.Henderson India FundHenderson Management PartnersAdvisors on Indian issues



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