HSA ADVOCATES TRUSTED PARTNERS OFFERING KNOWLEDGE DRIVEN INNOVATIVE SOLUTIONS IN MERGERS AND ACQUISITIONS

HSA ADVOCATES

TRUSTED PARTNERS OFFERING KNOWLEDGE DRIVEN INNOVATIVE SOLUTIONS IN MERGERS AND ACQUISITIONS

Since its establishment in 2003, Hemant Sahai Associates (HSA Advocates) has continuously evolved and grown to emerge as a leading Corporate M&A solutions provider to clients from diverse industry sectors. Taking a differentiated approach to M&A transactions, the HSA team leverages its strong corporate, regulatory and sectoral capabilities to deliver incremental value to clients.

Adding further value, HSA Advocates invests significant efforts in identifying key sectoral and economic risks that may affect the viability of the transaction, rather than simply addressing target-related risks. The brand has capitalized on its expertise in several sectors including infrastructure, power, renewable energy, oil & gas, manufacturing, services, financial services, real estate to carve a distinct niche in delivering transaction support for M&A activity in these sectors.

The firm's matrix staffing approach ensures inputs from different practice areas such as competition, dispute resolution, banking & finance, insolvency, etc., as dictated by the specifics of any transaction. Based on his experience with some of the latest transactions completed by the firm, Hemant Sahai, Founding Partner, HSA Advocates, stated that the nature of negotiations in M&A transactions has evolved over time with indemnity, governance, representations & warranties which has been seeing a lot more traction in addition to the ever-present taxation risk.

VALUE ADDED ADVICE TO CLIENTELE

The firm has been associated with a number of marquee deals , such as:

• Altran: Advised the Paris headquartered client in relation to the acquisition of Aricent, including its subsidiaries established in multiple global jurisdictions.
• Ostro Energy (Actis GP, LLP): Advised in relation to the sale of Ostro Energy to ReNew Power Ventures in a deal valued at USD 1.66 billion, enhancing their portfolio to 5600 MW.
• Tata Power Company: Advised in relation to the sale of its Strategic Engineering Division to Tata Advanced Systems, WoS of Tata Sons, as a 'going concern' on a slump sale basis by way of a scheme of arrangement through NCLT.
• I Squared Capital Singapore: Advised in relation to the acquisition of the entire sub-sea cable business of Reliance Communications spread around fifty thousand km across Asia, Europe, Middle East and USA.
• Transactions Solutions International, Australia: Advised in relation to its joint venture with Securitrans India to set up a joint venture company in India.
• Royal Group, UAE: Advised in relation to a primary investment in Coldrush Logistics, a leading logistics and cold supply company in India.
• Equis Asia Fund, Singapore: Advised in relation to its equity investment transactions in India in a portfolio of 193 MW hydro energy projects in Sikkim, India.
• First Data Corporation: Advised in relation to its transaction with Yes Bank for the acquisition of Yes Bank's ATM sites across India and on the collaboration for taking over Yes Bank's on-site and off-site ATMs.
• ICICI Venture: Advised in relation to  a multi-layered transaction being carried according to the scheme based on which Qube Cinema will demerge its business of providing technology solutions and services in the film, video and audio domains, including digital cinema advertising, into Qube Digital Cinema Pvt. Ltd.
• Visakhapatnam Port Trust, Paradip Port Trust, Jawaharlal Nehru Port Trust and Deendayal Port Trust: Advised in relation to an acquisition of 100% of GoI's shares in Dredging Corporation of India Limited (i.e. 73.47% of total shareholding).

THE INDUSTRY EVOLUTION

HSA Advocates Corporate Partner, Dipti Lavya Swain shared his thoughts on the latest trends he has seen emerging in M&A transactions. According to Dipti, "New opportunities are constantly coming up even when traditional M&A activity, which has always been characterized by significant cyclicity, is reduced, with insolvency, shareholder activism, and governance pressures generating new rationale for businesses to restructure."

He further added, "The modalities and nuances in M&A transactions have become somewhat standardized on account of developments like the new Takeover Regulations, IBC, etc. which have changed the contours of the way M&A happens in India today."

INDIAN BANKING SYSTEM AND CROSS-BORDER DOMESTIC M&A

The stress in the Indian banking system has indirectly impacted the M&A activity with a large number of stressed assets in the market which are now up for sale. Albeit things are moving at a slower pace, the appetite for these assets from both domestic and international investors will drive significant transaction volume in the future.

Given their legacy association with a clutch of cash-rich buyers, bridge financing has not been an issue for most of the clients of HSA Advocates. Most of the restructuring and transaction activity in stressed assets is taking place in the energy and infrastructure space, which is the firm's particular strength. As a testimony to this, the firm has been involved in some of the initial deals under the IBC umbrella in thermal power generation and telecom assets, including some of the largest M&A transaction in this space.

BRIDGING THE CULTURAL GAP

Given the large volume of transactions where parties from different geographies and backgrounds are involved, which can often derail cross border transactions, the HSA Advocates team recommends the following to bridge the cultural gap and to mitigate and minimize the risk of deal collapse. They are:

• On-boarding seasoned lawyers and strategic advisors early in the transaction
• Extensive stakeholder engagement with clear communication and expectation setting
• Creating awareness about the softer/cultural nuances ahead of time

MEASURES TO AVOID DEAL COLLAPSE

"The due-diligence of both financial and legal matters and understanding the circumstances in which a business has run so far has proven to be helpful measures to avoid any red flags. When 'getting ready for a deal', we advise companies on the merits of thorough compliance and other audits to proactively identify and address any gaps across their business value chain often resulting in a positive impact on valuation as well," shared corporate partner, Soumya De Mallik

EVOLVING ECOSYSTEM

The transactions in India, including the type of deals and their value are constantly changing. Driven by increasing awareness amongst clients and standardization and evolution in various concepts, there is a clear premium attached to the specialized support which demands sectoral strengths and capabilities.

"For the clients, identification of and dealing with regulatory and sectoral risks are a greater priority today and that's where they look for industry specialists amongst legal advisers. We at HSA Advocates maintain a distinct focus on specialist support and senior resource involvement in each transaction," emphasized Dipti Lavya Swain

MILESTONES ALONG THE JOURNEY

HSA Advocates has been consistently ranked as:

• A highly recommended law firm for our Corporate M&A practice by Chambers and Partners for their Asia-Pacific and Global rankings
• A leading firm for our Corporate M&A practice by Legal 500 Asia-Pacific
• A recommended law firm for our Corporate M&A practice by IFLR1000
• A leading firm for our Corporate M&A practice by AsiaLaw profiles
• Hemant Sahai was recognized as one of the 'Top 100 lawyers in India' and 'Top 35 legal icons of India' by India Business Law Journal
• Hemant Sahai was acknowledged as the 'In-House Community, Commended External Counsel of the Year, 2019' for India by the "In-House Community" of Counsels
• HSA is also regularly recognized and listed in various M&A League Tables published by Acuris (formerly known as Merger Market), Thomson Reuters, Venture Intelligence, Bloomberg and VCCEdge

"Even as Corporate M&A remains one of the key focus area of the firm, our practice of extending post-transaction support is immensely valued by clients. This approach has been a key part of building long-lasting relationships. As the specific nature of M&A transactions evolves further, we will continue to adapt, train and hone our ability to deliver incremental value to our clients," emphasized Hemant Sahai