CAM advised CPPIB India Private Holdings Inc. (“CPPIB”) on their exit from L&T Infrastructure Development Projects Limited (“IDPL”)

09 May 2024

May 08, Mumbai: Cyril Amarchand Mangaldas (CAM) advised CPPIB India Private Holdings Inc. (“CPPIB”) on their exit from L&T Infrastructure Development Projects Limited (“IDPL”). This is first of its kind transaction that involved the de-classification of IDPL as a sponsor of Interise Trust (formerly known as IndInfravit Trust) (“InvIT”) and the consequent conversion of InvIT’s investment manager, Interise Investment Managers Limited (“IIML”) into a self-sponsored investment manager. This is the first transaction since the August 2023 amendment of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”) where the construct of self-sponsored Investment Manager was introduced.

IDPL was a 49-51 joint venture between CPPIB and Larsen and Toubro Limited (“L&T”). CPPIB exercised its tag-along right to sell its stake in IDPL along with L&T to Epic Concesiones Private Limited (an entity managed by Edelweiss Alternative Asset Advisors Limited) (“Epic”) by way of the share purchase agreement dated December 16, 2022 ("Transaction”). IDPL is an active participant in the Indian infrastructure space, with more than 13 special purpose vehicles (SPVs) in the road sector and was also the sponsor of the InvIT (India's first privately placed infrastructure investment trust). A subsidiary of IDPL, Kudgi Transmission Limited (“KTL”) was separately acquired by other Edelweiss entities, as part of the transaction.

CAM team played a crucial role in facilitating a complex transaction, advising on the exit of CPPIB from IDPLvia sale of their entire shareholding in IDPL. This included finalization of numerous transaction documents and advising on nuanced deal structuring. The transaction also involved a framework agreement for settlement of all claims and rights and obligations of the InvIT vis-à-vis IDPL, and novation of other liabilities to L&T. CAM adeptly managed the regulatory process, securing approvals from entities such as CCI and NHAI. Additionally, the team also assisted in integrating the intricate integration requirements for converting InvIT’s investment manager to self-sponsored investment manager , including de-classification and disassociation of IDPL as the sponsor of the InvIT..

The General Corporate team of Cyril Amarchand Mangaldas advised on the matter. The deal team was led by Ruetveij Pandya, Partner; Dhruv Singhal, Partner; Molla Hasan, Partner; with support from Abhilasha Malpani, Principal Associate; Vishvas Bharadwaj, Senior Associate; Aparajita Kaul, Associate; and Khushi Maheshwari, Associate.

Kranti Mohan, Partner & Head - REITs and InvITs; Janhavi Seksaria, Partner; with support from Mrudul Desai, Principal Associate; and Vanya Agarwal, Associate assisted on InvIT related advisory.

Surya Sreenivasan, Partner; with support from Anand Deshpande, Principal Associate assisted on project finance related aspects of the transaction.

Avaantika Kakkar, Partner & Head Competition Law; Dhruv Rajain, Partner; with support from Shivani Sathe, Senior Associate; and Svyambhuv Talwar, Associate advised on the competition law aspects of the transaction.

Other parties and advisors to the transaction included Ambit Private Limited, acted as advisor for CPP Investments; KPMG, acted as advisor for CPP Investments; Edelweiss Alternative Assets Advisors Limited, acted as buyer; and L&T, acted as seller.