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Let's work together to keep the conversation civil. Open in app. You must login to keep earning daily check-in points. Lifetime 0 Expired 0 Redeemed 0. Total redeemable TimesPoints 0. Notification Center. It goes without saying that the year has brought with it a paradigm shift for many industries, regardless of location and category. Ever since the novel coronavirus was escalated to its current pandemic status a couple of months ago, every major economy in the world has been adversely affected and, in many cases, even set back by entire years.
Over the past few weeks, it has become abundantly clear that even after the pandemic is behind us, consumer habits, preferences, and expectations from companies will change drastically, maybe even permanently. Read Post a comment. PE dealmaking saw a minor decline from seven big-ticket deals in to five in Control became a key element in most transactions on account of concerns around transparency and governance-related issues.
Control transactions eliminated trust deficit among investors and provided them with better control over operational and governance issues and the ability to maximise returns. Buyout activities broke all records in and surpassed by 30 per cent in value. Consolidation, secondaries and deleveraging also contributed towards buyouts and remain key drivers for PE activity. As per a PricewaterhouseCoopers PwC report, buyouts and control deals were the major contributors to PE dealmaking in India and accounted for 35 per cent of total PE deals, followed by late-stage investments, which accounted for 26 per cent, growth stage investment, which accounted for 23 per cent, public investment in private equity PIPE deals, which accounted for 9 per cent, and early and other deals, which accounted for 7 per cent.
Keeping up with the trend of , buyouts and control deals remained the mantra of PE investors in This was a 63 per cent decline in terms of value compared with As per the PwC report, public market sales accounted for the largest share of the exit value in , up 45 per cent compared with In addition to record investment in the start-up sector, also saw debuts by the following international investors in India mostly making bets on the Indian start-up ecosystem :.
The structure and terms of equity incentives are key considerations for private equity sponsors to ensure maximum alignment of interests and, ideally, value creation for all participants. In buyout transactions, a private equity firm often involves future management in the due diligence process and the financial modelling.
In India, common themes for equity incentive arrangements include the employee stock-option plan ESOP , the employee stock-purchase plan ESPP including sweet equity shares , stock appreciation right plans SARs or earn-out agreements. Typically, a stock-based incentive plan runs from five to 10 years.
The EY survey revealed that 88 per cent of respondents have a vesting period of one to five years and to exercise this right an employee normally gets one to five years. Generally, the share options are non-transferable and cannot be pledged, hypothecated or encumbered in any way. A company can prescribe a mandatory lock-in period with respect to shares issued pursuant to the exercise of the share option.
On termination of employment, the employee typically must exercise the vested options by the date of termination and any unvested options will generally be cancelled. Under an ESPP, shares of the company are allotted up front to an employee, either at discount or at par, without any vesting schedule.
In addition, the law also permits issuance of sweet equity shares, which are issued at a discount or for consideration other than cash to management or employees for their know-how, intellectual property or other value added to the company. SARs entitle an employee to receive the appreciation increase of value for a specific number of shares of a company where the settlement of the appreciation may be made either by way of cash payment or shares of the company.
Unlike an ESOP or ESPP, a SAR does not involve cash outflow from employees and is of advantage to an organisation by not diluting equity while, simultaneously, offering the economic value of equity to employees. Prominent exit strategies for stock-based incentive plans typically entail employees selling shares on a stock exchange in the case of listed entities, and promoter buy-backs in the case of unlisted companies.
Management equity incentives may also be structured through issuances of different classes of shares or management upside agreements also called earn-out structures or incentive fee arrangements. Earn-out agreements are typically cash-settled or equity-settled agreements entered into between an investor and promoters or founders or key employees of a company, with the understanding that if the investor makes a profit on its investment at the time of its exit, a certain portion of the profit will be shared with those individuals.
While giving investors a measure of control regarding the terms of an exit, earn-out agreements are also devised to incentivise and retain employees over a determined period. Typically, as the company is not a party to the agreement, the compensation is not charged to or recoverable from the company itself and these transactions are not reported within the ambit of related-party transactions entered into by the company.
The policy argument against upside-sharing agreements is rooted in the possible conflict of interest between promoters and the management team in relation to the company and its other shareholders. In October , the Securities and Exchange Board of India SEBI , through its consultation paper on corporate governance issues in compensation agreements, observed that upside-sharing arrangements are 'not unusual', but 'give rise to concerns' and 'potentially lead to unfair practices', so it was felt that such agreements are 'not desirable' and hence it was 'necessary to regulate' these.
In January , SEBI amended the Securities and Exchange Board of India Listing Obligation and Disclosure Requirements Regulations the SEBI Listing Regulations in January , to regulate upside-sharing arrangements to insert a new Regulation 26 6 under which prior approval would be required from the board of directors and shareholders of the listed company through an ordinary resolution for new upside-sharing agreements between an employee, including key managerial personnel or a director or promoter, and a shareholder or third party, provided that existing upside-sharing agreements would remain valid and enforceable, if disclosed to Indian stock exchanges for public dissemination, approved at the next board meeting and, thereafter, by non-interested public shareholders of the listed company.
Increased regulation on upside-sharing may also dampen enthusiasm for PIPE deals, where secondary transfers occur between significant shareholders and investors through the block window of an Indian stock exchange or off-market transactions. Pending policy review, Indian companies and other stakeholders can continue to explore upside-sharing structures subject to appropriate corporate disclosure norms, or explore alternative capital raising and exit options.
According to the EY 'Global Private Equity Divestment Study', almost 61 per cent of PE executives now determine the right time to sell as being 12 months before the exit; up from 35 per cent in the study. The percentage of PE funds relying on opportunistic buyers has fallen from 54 per cent to 21 per cent. PE funds are spending more time positioning the business for exit, with a sale strategy established well in advance.
A similar trend is also being witnessed in India with PE investors getting more pragmatic and less opportunistic in selling assets. Dealmaking in India traditionally has remained relationship-driven, involving identifying the target with high-quality assets from a shallow pool of assets in market; winning deals; establishing synergy with the founders, promoter groups or management; agreeing on indicative valuation; and entering into a term sheet.
The term sheet has to be prepared in sufficient detail to cover the major terms and conditions of the potential transaction, indicative timelines for negotiation, finalisation and execution of definitive documents and completion of legal, technical and financial due diligence, and exclusivity and no-shop obligations. However, in the past few years there has been a paradigm shift towards a controlled competitive bid model run by investment bankers or similar intermediaries.
A seller-led trade sale process by way of a controlled auction has the following distinct advantages: 1 bringing more potential buyers into the sale process; 2 creating competition among bidders, thereby encouraging higher prices and more favourable terms for the seller including diluted warranty and indemnity packages ; 3 satisfaction of corporate governance concerns by maintaining transparency of process and superior control over flow of information, and securing the highest reasonably attainable price for stockholders; 4 ability to shorten the timelines by creating deadlines for submission of bids and completing various phases of the sale process; 5 a greater degree of confidentiality; and 6 greater control over the process.
Given the lack in depth of quality assets in the Indian market, controlled bid processes have potential to unlock value and have fetched astronomically high valuations for highly desirable assets that were put on the block, thus making an auction sale an attractive option for the selling stakeholders. On the basis of a review of indicative proposals, bidders who are shortlisted to progress to the next phase of the sale process will be allowed access to the data room to conduct legal, financial environmental, technical and anti-corruption and anti-money laundering diligences.
Preparation of vendor due diligence reports, by the target or the seller, for bidders is typically a standard feature in bid situations, so that the bidder's own legal due diligence process can be conducted more effectively and in a timely manner. It is not unusual to see buyers in these situations conducting limited top-up due diligence checks to verify findings in the vendor due diligence reports.
Shortlisted bidders are also provided access to management presentations, interviews with the management and participation in site visits. Templates of definitive agreements prepared by the seller are also provided to the shortlisted bidders for submission of their proposed mark-ups along with a final proposal by the end of this phase. Upon evaluating the final bids, and after taking into consideration the price offered and the terms bidders are seeking under the definitive documents, the process concludes with the selection of the winning bidder.
The final phase of an auction process is similar to a standard sale process where parties negotiate, finalise and execute definitive agreements. One of the key drivers in negotiations is zeroing in on the structure that minimises tax leakage and is in compliance with the regulatory framework governing the transaction. After definitive documents are executed, deals may require regulatory approvals typically these approvals may be from the governmental bodies, the RBI, SEBI or the Competition Commission of India CCI , or any sector-specific regulator such as insurance, telecoms or commodities exchanges.
The parties can proceed to closing upon satisfaction or waiver, to the extent permissible, of all conditions precedent including obtaining any third-party consents. Closings typically occur anywhere between a few weeks where no regulatory approvals are required to three months where regulatory approvals are required after the execution of definitive documents.
Depending on the management of the process, complexity of the sale assets, sector, the deal size, the parties and regulatory complexity a deal cycle may take anywhere between three months and one year from the signing of indicative offers of interest or longer where substantial restructuring of assets under a court-approved process has to be undertaken or where regulatory approvals are required.
In recent years, emerging trends in sale processes in India have included: 1 institutional sellers not providing any business warranties except in buyouts or control deals; 2 parties utilising escrow mechanisms and deferred consideration for post-closing valuation adjustments and indemnities; 3 target management facilitating trade sales and providing business warranties under contractual obligations under shareholders' agreements or on account of receiving management upside-sharing incentives; 4 use of locked-box mechanisms; and 5 buyers arranging warranty and indemnity insurance to top up the diluted warranty and indemnity package obtained in competitive bid situations to ensure that meaningful protection is obtained.
Unlisted public companies or private limited companies are the most frequent investment targets for PE in India. The inefficiencies of India's delisting regulations, the inability to squeeze out minority shareholders and the inability of PE investors to obtain acquisition finance are the primary reasons that make completion of 'going-private' deals unattractive for PE investors in India.
Acquisition in India can be structured: 1 by way of merger or demerger; 2 in the form of an asset or business transfer; 3 in the form of a share acquisition; or 4 as a joint venture. Commercial and tax advantages are key considerations for investors when determining the structure for the transaction. The Companies Act is the primary piece of legislation and governs substantive formation and operational aspects of companies, the manner in which securities of companies can be issued and transferred, mergers and demergers, and approval and effectuation of slump sales.
Matters of taxation in connection with acquisitions and disposals are governed by the provisions of the Income Tax Act. Under the Indian tax regime, a non-resident investor is subject to tax in India if it receives or is deemed to receive income in India; or income accrues or arises or is deemed to accrue or arise in India. A classical amalgamation and demerger is a tax-neutral transaction under the Income Tax Act, subject to the satisfaction of other specified conditions.
The inter se rights of the contracting parties are governed by the Contract Act and the Specific Relief Act. To achieve greater certainty on the enforceability of shareholders' rights, the transaction documents of a significant number of transactions are governed by Indian law.
However, transaction documents governed by foreign law and subject to the jurisdiction of foreign courts are also common. Arbitration governed by rules of major international arbitration institutions including the International Chamber of Commerce, the London Court of International Arbitration and the Singapore International Arbitration Centre with a foreign seat and venue is the most preferred dispute resolution mechanism for PE investors in deals in India.
The CCI is the competition regulator and has to pre-approve all PE transactions that fall above the thresholds prescribed in the Competition Act. While evaluating an acquisition, the CCI would mainly scrutinise whether the acquisition would lead to a dominant market position, affecting competition in the relevant market. Transactions involving listed entities or public money are also governed by various regulations promulgated by the securities market regulator, namely SEBI.
Direct and indirect acquisitions of listed targets that meet predefined thresholds trigger voluntary or mandatory open offers, in accordance with the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations In addition, parties have to careful about price-sensitive information that may be disclosed in conducting due diligence on targets, as any sloppiness may have implications under the Securities and Exchange Board of India Prohibition of Insider Trading Regulations Clearances from SEBI are also required in transactions involving mergers or demergers of listed entities.
Relevant foreign exchange laws including the Foreign Exchange Management Act and the rules and regulations framed under it FEMA will apply in any cross-border investment involving a non-resident entity. Investments involving residents and non-residents are permissible subject to RBI pricing guidelines and permissible sectoral caps. PE investors typically invest in equity or preferred capital, or a combination of both via primary or secondary infusion.
FEMA recognises only equity and equity-linked instruments compulsorily convertible to equity as permitted capital instruments. All other instruments that are optionally or not convertible into equity or equity-like instruments are considered debt, and are governed by separate regulations. FEMA pricing guidelines prohibit foreign investors from seeking guaranteed returns on equity instruments in exits.
However, with the advent of newer instruments such as rupee-denominated debt instruments also known as masala bonds and listed non-convertible debentures NCDs , PE investors are utilising combination deals with hybrid structures to limit their equity exposure and protect the downside risk, by investing through a combination of equity or preferred capital and NCDs. Furthermore, there are several pieces of sector-specific federal-level legislation, environmental legislation, intellectual property legislation, employment and labour legislation, and a plethora of state and local laws.
One piece of legislation that is key in finalising deal dynamics is the Indian Stamp Act , which provides for stamp duty on transfer or issue of shares, definitive documents, court schemes and the conveyance of immovable property. Foreign investment is permitted in a company and limited liability partnership LLP subject to compliance with sectoral caps and conditions. Foreign PE investors can invest in India through the following entry routes.
Investors typically route their investments in an Indian portfolio company through a foreign direct investment FDI vehicle if the strategy is to play an active part in the business of the company. FDI investments are made by way of subscription or purchase of securities, subject to compliance with the pricing guidelines, sectoral caps and certain industry-specific conditions.
While the changes introduced in the Non-Debt Rules were originally not substantial, many changes have been pushed through individual amendments since its notification. Under the Non-Debt Rules, in line with the erstwhile regulations, any investment of 10 per cent or more of the post-issue paid-up equity capital on a fully diluted basis of a listed company will be reclassified as an FDI.
In addition, the Non-Debt Rules stipulate that the pricing of convertible equity instruments is to be determined upfront and the price at the time of conversion should not be lower than the fair value at the time of issue of such instruments. The Non-Debt Rules have been aligned with the SEBI Foreign Portfolio Investors Regulations the FPI Regulations to provide that a foreign portfolio investor FPI may purchase or sell equity instruments of an Indian company that is listed or to be listed subject to the individual limit of 10 per cent for each FPI or an investor group of the total paid-up equity capital on a fully diluted basis or the paid-up value of each series of debentures, preference shares or share warrants issued by an Indian company.
The aggregate holdings of all FPIs put together including any other permitted direct and indirect foreign investments in the Indian company are subject to a cap of 24 per cent of the paid-up equity capital on a fully diluted basis or the paid-up value of each series of debentures, preference shares or share warrants. Such aggregate limit of 24 per cent can be increased by the concerned Indian company to up to the sectoral cap or statutory ceiling as applicable by way of a board resolution and a shareholders' resolution passed by 75 per cent of the shareholders.
Previously, any investment in excess of the sectoral caps or not in compliance with the sectoral conditions required prior approval of the Foreign Investment Promotion Board FIPB. In furtherance of its announcement in , the government abolished the FIPB in In place of the FIPB, the government has introduced an online single-point interface for facilitating decisions that would previously have been taken by the FIPB.
Upon receipt of an FDI application, the administrative ministry or department concerned will process the application in accordance with a standard operating procedure SOP to be followed by investors and various government departments to approve foreign investment proposals. As a part of its initiative to ease business further, the SOP also sets out a time limit of four to six weeks within which different government departments are required to respond to a proposal.
More than two years on, there is very little information in the public domain about the proposals processed by the SOP. Foreign investors who have a short investment horizon and are not keen on engaging in the day-to-day operations of the target may opt for this route after prior registration with a designated depository participant DDP as an FPI under the FPI Regulations.
The process of registration is fairly simple and ordinarily it does not take more than 30 days to obtain the certificate. In , to rationalise different routes for foreign portfolio investments and create a unified and single-window framework for foreign institutional investors, qualified institutional investors and sub-accounts, SEBI, the security watchdog, introduced the regulations on FPIs.
In addition, with a view to improve ease of doing business in India, a common application form has been introduced for registration, the opening of a demat account and the issue of a permanent account number for the FPIs. The clubbing of investment limits for FPIs is done on the basis of common ownership of more than 50 per cent or on common control. As regards the common-control criteria, clubbing shall not be done for FPIs that are: 1 appropriately regulated public retail funds; 2 public retail funds that are majority owned by appropriately regulated public retail funds on a look-through basis; or 3 public retail funds whose investment managers are appropriately regulated.
The term 'control' is understood to include the right to appoint a majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of shareholding or management rights, by shareholders' or voting agreements, or in any other manner. Hence, Category I FPIs were essentially governments and related entities or multilateral agencies and were perceived to be the highest-quality and lowest-risk investors.
Pursuant to the reclassification of FPIs, the entities that have been added to Category I, inter alia, are:. In addition, the Category II FPI is the new residual category, which includes all the investors not eligible under Category I, such as individuals, appropriately regulated funds not eligible as Category I FPIs and unregulated funds in the form of limited partnerships and trusts.
An applicant incorporated or established in an international financial services centre IFSC is deemed to be appropriately regulated under the FPI Regulations. Market participants have welcomed all these changes as pragmatic steps by SEBI to enhance the flow of institutional capital into India. The foreign venture capital investor FVCI route was introduced with the objective of allowing foreign investors to make investments in VC undertakings.
Investment by such entities into listed Indian companies is also permitted subject to certain limits or conditions. Investment companies, investment trusts, investment partnerships, pension funds, mutual funds, endowment funds, university funds, charitable institutions, asset management companies, investment managers and other entities incorporated outside India are eligible for registration as FVCIs.
The process typically takes 20 to 30 days from the date of application. In this regard, the Non-Debt Rules also allow FVCIs to purchase equity or equity-linked instruments or debt instruments issued by an Indian start-up, irrespective of the sector in which it is engaged subject to compliance with the sector-specific conditions as applicable.
Previously, only investment in the following sectors did not require prior approval of the securities regulator:. The tax treatment accorded to non-residents under the Income Tax Act is subject to relief as available under the relevant tax treaty between India and the country of residence of the investor. If the non-resident is based in a jurisdiction that has entered into a double-taxation agreement DTA with India, the double-taxation implications are nullified and the Indian income tax laws apply only to the extent they are more beneficial than the terms of the DTA, subject to certain conditions.
PE investors structure investment through an offshore parent company with one or more Indian operating assets. Understandably, the primary driver that determines the choice of jurisdiction for offshore investing vehicle is a jurisdiction that has executed a DTA with India.
Hence, the Income Tax Act is a major consideration in the structuring of a transaction. India has a comprehensive tax treaty network with over 90 countries, providing relief from double taxation. Historically, non-resident sellers whose investments were structured through jurisdictions having a favourable DTA with India were exempt from paying capital gains tax.
Because capital gains and dividends are non-taxable, and because of their low income tax rates, Mauritius, Singapore, Cyprus and the Netherlands were the most preferred jurisdictions of investors planning to invest into Indian companies. The government renegotiated the DTAs with Mauritius, Singapore and Cyprus to provide India with the right to tax capital gains arising from transfer of shares acquired on or after 1 April , with the benefit of grandfathering provided to investments made up until 31 March Equity shares acquired by investors based in Mauritius and Singapore on or after 1 April but transferred prior to 1 April will be taxed in India at 50 per cent of the applicable rate of domestic Indian capital gains tax; and shares acquired on or after 1 April but transferred on or after 1 April will be taxed at the full applicable rate of domestic Indian capital gains tax.
Equity shares acquired by PE investors based in Cyprus on or after 1 April will be taxed at the applicable rate of domestic Indian capital gains tax. Compulsory convertible debentures and non-convertible debentures are exempt from capital gains tax for investors based in Mauritius, Singapore and Cyprus.
At present, except for a few DTAs such as the Netherlands and France, subject to conditions , India has the taxing rights on capital gains derived from sales of shares. Having said that, in most Indian tax treaties, with limited exceptions such as the United States and the United Kingdom , capital gains derived from hybrid, debt and other instruments excluding shares in an Indian resident company continue to be exempt from tax in India.
To curb tax avoidance, the Indian government introduced the General Anti-Avoidance Rule GAAR with effect from 1 April , with provision for any income from transfer of investments made before 1 April to be grandfathered. The GAAR has been introduced with the objective of dealing with aggressive tax planning through the use of sophisticated structures and codifying the doctrine of 'substance over form'.
It is now imperative to demonstrate that there is a commercial reason, other than to obtain a tax advantage, for structuring investments out of tax havens. Once a transaction falls foul of the GAAR, the Indian tax authorities have been given wide powers to disregard entities in a structure, reallocate income and expenditure between parties to the arrangement, alter the tax residence of the entities and the legal situs of assets involved, treat debt as equity and vice versa, and deny DTA benefits.
Under the Income Tax Act tax residence forms the basis of determination of tax liability in India, and foreign company is to be treated as tax resident in India if its place of effective management POEM is in India. Accordingly, PE investors must exercise caution when setting up their fund management structures, and in some cases their investments, in Indian companies.
The Companies Act has for the first time laid down the duties of directors of companies in unequivocal terms in Section , and these include:. To mitigate the risk of nominee director liability arising out of any statutory or operational issues in target companies, PE investors should ensure that the investee company specifies one of the directors or any other person to be responsible for ensuring compliance with all operational compliance requirements.
To safeguard their interest and avoid undue liability, it is advisable that directors attend meetings regularly and adopt a precautionary approach, including taking the following steps:. PE investors, as shareholders in target companies, do not have any additional fiduciary duties or any restrictions on exit or consideration payable for a fund domiciled in a different jurisdiction from a fiduciary duty or liability standpoint.
The inter se contractual rights between shareholders and the company shall be governed by the respective shareholders' agreements. However, in a control deal, for certain regulatory purposes a majority investor may be viewed as a promoter. PE witnessed a minor decline from seven mega billion-dollar deals in to five billion-dollar deals in Despite the slowdown in deal volume, deal value saw an upward trajectory, indicating an increase in the average ticket size.
Driven by a clean-up of the sector on account of the implementation of the Real Estate Regulation and Development Act and demonetisation, the successful listing of India's first REIT, Embassy Office Parks REIT, by Blackstone and the Embassy group, and the availability of attractive yield-generating commercial assets due to the liquidity crunch faced by real estate developers, the real estate sector witnessed increased PE interest from domestic and foreign funds.
Blackstone, Brookfield and GIC continued acquisition of real estate projects, including new commercial projects. PwC report that buyout activity in broke all previous records and surpassed deals by 30 per cent in terms of value. Control transactions have become a key driver for dealmaking by PE investors in India to extract maximum value.
The top five PE transactions of by deal value are as follows. India continued to attract the interest of very deep-pocketed SWFs, traditional limited partners LPs and pension funds, and all stepped up their investments in India. SWFs have been a part of over 18 per cent in terms of value of the PE investments made in the country between and SWFs from across the globe, particularly Canada, Singapore and Abu Dhabi, were a part of some of the largest PE transactions in , with involvement in around 24 per cent of PE deals in These funds have not only demonstrated interest in energy, financial services, real estate and infrastructure, but have also jumped on the tech start-up bandwagon, demonstrating their growing risk appetite and possibly spurring competition with the VC community.
LPs that were traditionally funds of funds and used to funnel money to PE and VC funds, are increasingly investing directly in companies, often co-investing with the general partners GPs backed by them. The key reasons behind the paradigm shift over the past five years include: 1 additional flexibility and choice in investment decisions; 2 the healthy growth potential of the Indian market on account of improvement in ease of doing business and the reform agenda; 3 co-investments help in improving returns, as LPs do not pay any incremental management fee to the GPs; and 4 availability of significant funds for direct investment in India.
Platform deals allow funds to channel their expertise into specific sectors or focus areas. Consolidation, through platforms to establish dominance in select sectors by merging portfolio companies or through leading sectoral consolidation, has not remained limited to strategic investors but become a dominant theme for PE players. PE funds and SWFs have already entered into agreements with domestic participants to cater to segments such as infrastructure, real estate, renewables, healthcare and, most importantly, stressed assets.
Consolidation is key to improving size, scalability and operating models. SWFs are investing as anchor investors in platform funds, as well as entering into joint ventures with developers. Platform play is a symbiotic relationship allowing funds to enter into cherry-picked sectors, to drip-feed capital into platforms as they grow and providing the ability to ride the momentum by scaling up through bolt-on acquisitions or 'roll-ups'.
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