Workshop on PE/VC and M&A Deals Documentation and Structuring – 9th December, Delhi
Receiving investment is a happy time for any business. It usually takes a lot of work to find the right investor for a business or vice versa. When you do, it is important to have an investment contract that represents the interests of everyone involved. The investor would want to make sure his investment is protected, and the company will want to make sure the funds are delivered smoothly and that the founders have protected their stake in the venture. This makes writing a proper investment contract a critical first step in the business relationship. Clear & unambiguous investment agreement is very significant to establish a win-win situation for the parties involved in any PE, VC and M&A Deals.
This one day programme will create a solid understanding of the documentary processes relating to PE/VC and M&A transactions, identifying commercial issues and producing clear instructions to lawyers and executives involved. It will also help in equipping with the technicalities involved in clear and well thought out term-sheet negotiation, proper deal structuring know-how to maximise returns and unambiguous deal documentation to avoid pitfalls and will enhance your deal-making skills that you can immediately put into practice.
Session 1. Negotiation of PE, VC and M&A Deals
• Planning and conducting agreement negotiation – Key principles of negotiation
• Interest-based bargaining – Understanding the needs of negotiating parties
• Risk Sharing – Determining the rights and obligation of parties
• Are PEs tough negotiators? How does one get the best from negotiating with a PE?
• How can PEs maximise the opportunity and get a good deal for themselves
• Common mistakes
• Pre and Post closing Cooperation
Session 2. Legal Issues & Documentation
• Common legal issues (PE, VC and M&A)
• Enforceability & pitfalls
• Subscription agreements:
i Conditions precedents
ii Representations and warranties
iii Due diligence and discovered liabilities
v Limitation of Liability
vi Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc.
• Shareholder Agreements:
i Board rights
ii Veto rights
iii Restrictions on transfer of securities – ROFO/ROFR/Tag/ Lock ins
iv Exit rights – IPO, third party sale, put option, buyback, drag rights
• Things to do to achieve good contract
• Review of essential documents
Session 3. PE, VC and M&A Deal Structuring
• Deal structuring framework
• Financial structure
• Due Diligence
• Risk assessment
• Debt financing
• Interim liquidity
• Eventual exit
• Case studies
Session 4. Tax Structuring
• Structuring prior to actual investment
• Structuring during the term of investment
• Structuring the exit
MEET OUR EXPERTS
Satyajit Gupta, Director – M&A/ Corporate at Advaita Legal
I am a dual-qualified lawyer (India and England) with 13 years work experience in top law practices worldwide. My work encompasses general corporate/ M&A advisory, banking and strategic/ PE investments. I operate across industry sectors and the deals I advise on include private transactions as well as public/ listed matters. I have also had considerable experience drafting and negotiating high value commercial contracts. Through my work, I have demonstrated and proven my maturity in presenting to clients and peers, as well as representing high profile clients in strategic discussions and initiatives. I have successfully built relationships with client executives, diverse teams and partners to identify potential opportunities and deliver results. I have also enthusiastically taken on business development and strategy responsibilities.
Lalit Kumar, Partner – J. Sagar Associates (JSA)
Lalit has in the past 15 years acted for various companies and institutions in a wide variety of corporate commercial transactions, such as corporate restructuring, joint ventures, mergers & acquisitions (both inbound & outbound), demergers, etc. including advise on structuring of investments vehicles / options, acquisitions & divestments – of shares, assets and businesses (private, public and listed entities).
Lalit also specializes in private equity transactions and has acted both for the private equity investor and the target investee company in rendering legal advice on structuring the private equity deals.
Lalit has advised underwriters and companies in a wide variety of capital markets and securities law related matters such as IPOs, QIPs, FCCBs, open offers, delisting of shares; insider trading regulations.
Lalit regularly writes articles for prestigious business and legal publications, including for some of the leading financial dailies. He is a frequent speaker at conferences, seminars and sessions organized by eminent institutions and federations and professional bodies and law colleges.
Arinjay Jain, Managing Partner – Arinjay & Associates
Arinjay Kumar Jain is a Chartered Accountant with more than 15 years of post qualification experience. Prior to setting up, Arinjay & Associates in October 2014, he worked as Director , in the M&A and International Tax and regulatory division at KPMG in India and Editor International Tax, at Taxmann Publications . He is the Author of India’s first online Course on International Tax and has trained
more than 1500 professionals with leading firms on the subject. Presently, leading a team of varied professional, he works on providing end to end solutions to clients on various tax structuring , tax compliance and advisory solutions.
In the past, he has worked on several clients from US, Germany, Singapore , Netherlands and UK in respect of setting up their Indian operations and acquisitions of various business in India. Additionally, he has worked with some of the biggest Indian corporate houses for tax advisory work in connection with their overseas acquisitions, corporate group structures, family settlements, succession planning and regular tax advise.
The role included work in various transactions spanning across technology startups, pharmaceuticals, automobile manufacturing, online e-commerce companies, logistics, manufacturing, solar power, trading companies, financial services, social networking, telecommunication, beverage and bottling and
Ankur Wahal, Director & head Corporate Finance, Mazars India
Ankur is an Investment Banking and Private Equity professional. He possesses rich and extensive experience in the field of Mergers & Acquisitions having worked with highly regarded & reputed global firms such as SBI Caps, PwC, E&Y & Deloitte. He started his career as an in-house legal counsel with HCL Technologies Ltd. & subsequently moved to management & consulting domains with Finance (M&A ) as his area of specialization.
As an M&A professional, Ankur has advised on numerous M&A transactions, corporate restructuring and valuations engagements worth over $ 2bn. Some of his successfully concluded engagements are:
A. USD 100 mn PE Investment in Super Critical Thermal Power Project
B. USD 2 bn debt raise for North India based Super Critical Thermal Power Project
C. USD 15 mn structured fund raise for India’s leading renewable energy company
D. Sale of German & Indian Animal Health Care Units to US-based Pharmaceutical major
E. Equity valuation involving 33 mills for Government of Uttar Pradesh, India
F. Strategizing & valuing equity buy-back of $1 bn. for world’s leading liquor
G. Inter-group merger of 5 Indian entities of US-based telecom giant
Specialties: 1. M&A Advisory (both buy & sell side)
2. PE syndication
3. Corporate restructuring & Business reorganisation
5. Business Planning & conducting feasibility studies for Indian market entry possibility
Harsh Kumar, Partner – Cyril Amarchand Mangaldas
Harsh is a partner in the Delhi office of Cyril Amarchand Mangaldas. He is a part of the Firm’s corporate practice group, and focuses on mergers & acquisitions, and private equity investment transactions.
Harsh has been involved in a number of cross-border and domestic transactions. He regularly advises leading foreign and Indian companies on their in-bound and out-bound acquisitions, joint ventures, strategic alliances and corporate restructurings, across a range of industries and jurisdictions.
Harsh is also a Member & Co-Head of the Firm’s Japan desk. He has advised a number of Japanese companies in relation to their investments into India and regularly travels to Japan for Japan – India transactions and India focused seminars. Harsh has also authored several articles on corporate law matters and interacts closely with professionals from other disciplines, including investment bankers and chartered accountants.
Some of the recent transactions that Harsh has advised includes:
– Yokohama’s $1.2B Acquisition of the Alliance Tire Group. This transaction has won “The Asian Lawyer Emerging Markets Awards, 2016” for the M&A Deal of the Year (Other Sector Category).
– HCL Technologies acquisition of Point to Point Limited and Point to Point Products Limited. This transaction has won “The Finance Monthly Deal Maker of the Year Awards, 2016”
Hotel The Royal Plaza
19, Ashoka Road, Janpath Lane, Connaught Place, New Delhi, Delhi 110001
Fee Details Delhi:
Standard Fee : INR 15000 + Service Tax (15%)
Early bird discount : 10% off till 02th Dec i.e. INR 13,500 + Service Tax (15%)
Special discount for ah Ventures and Lead Angels Members : INR 12,000 + Service Tax (15%)
Group discount ( 5 or more delegates) : INR 10,000 + Service Tax (15%)
In case of queries, please email us at firstname.lastname@example.org or call Mr Raj on +91 9650927738
BANK A/C DETAILS FOR – CHEQUE,CASH AND NEFT PAYMENT
Account name: I-Deals Network Pvt. Ltd.
Account no: 629705016365
Branch Name: Mayur Vihar Branch
IFSC Code: ICIC0006297