Dorsey & Whitney LLP India Capital Markets Practice
Transactions by the Dorsey & Whitney India Practice Group (through August 2016)
Qualified Institutions Placements (“QIPs”)
Dorsey acted as international counsel (with drafting responsibility) on the following matters:
Client(s) Issuer Type of Transaction Amount Raised Morgan Stanley IndusInd Bank Limited QIP in India and US US$675 million India Company private placement Private Limited outside India JM Financial Institutional Securities Limited CLSA India Private Limited Citigroup Global Markets India Private Limited Credit Suisse Securities (India) Private Limited Goldman Sachs (India) Securities Private Limited J.P. Morgan India Private Limited
Edelweiss Marksans Pharma QIP in India and US US$21 million Financial Services Limited private placement outside India
Barclays Bank Plc Dewan Housing QIP in India and US US$130 million Kotak Mahindra Finance Corporation private placement Capital Company Limited outside India Motilal Oswal Investment Advisors
4847-7896-0418\5
JM Financial CEAT Limited QIP in India and US US$64 million Standard private placement Chartered outside India
Standard The Karur Vysya Bank QIP in India and US US$102 million Chartered Ltd private placement JM Financial outside India Spark Capital
Credit Suisse ING Vysya Bank QIP in India and US US$147 million Securities Limited private placement Axis Capital outside India JM Financial
Morgan Stanley IndusInd Bank Limited QIP in India and US US$370 million India private placement JM Financial outside India CLSA India HSBC Securities
Edelweiss Development Credit QIP in India and US$18.8 million Financial Services Bank Limited Regulation S private placement outside India
Enam Securities Dewan Housing QIP in India, US$62.2 million Standard Finance Corporation Section 4(2) private Chartered Limited placement in the US Securities India and Regulation S Religare Capital private placement Markets outside India Motilal Oswal Investment Advisors
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Morgan Stanley IndusInd Bank Limited QIP in India, US$253 million India Company Section 4(2) private IDFC Capital placement in the US JM Financial and Regulation S Consultants placement outside BNP Paribas and India UBS Securities India
IDFC Capital The Dhanalakshmi QIP in India and a RS. 3,807 million JM Financial Bank concurrent (US$85 million) Consultants Regulation S offering outside India
Motilal Oswal Dewan Housing QIP in India, Investment Finance Corporation Section 4(2) private Advisors Limited placement in the US JM Financial and Regulation S Consultants placement outside India
Enam Securities Magma Fincorp QIP in India, Centrum Capital Limited Section 4(2) private placement in the US and Regulation S placement outside India
Collins Stewart Unity Infraprojects QIP in India and a Inga Limited concurrent Antique Capital Regulation S offering Markets outside India
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Daiwa Securities Patel Engineering Concurrent QIP in SMBC India Limited India and Regulation S Kotak Mahindra offering outside India Capital Company Nomura Financial Advisory & Securities (India) Antique Capital Markets Axis Bank Anand Rathi Ackruti City Limited Concurrent QIP in Financial Services India and Regulation S Pioneer offering outside of Investcorp India
Morgan Stanley IndusInd Bank Limited Concurrent QIP in India Company India and Regulation S IDFC‐SSKI offering outside India
JM Financial ibn18 Broadcast Concurrent QIP in Consultants Limited India and Regulation S HSBC Securities offering outside India and Capital Markets (India) Antique Capital Markets
Kotak Mahindra Marico Limited Concurrent QIP in Capital Company India, Section 4(2) Citigroup Global private placement in Markets India the US and Regulation S offering outside India
Kotak Mahindra Mahindra Gesco Concurrent QIP in Capital Company Developers Limited India, Section 4(2) private placement in the US and Regulation S offering outside India
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Initial Public Offerings (“IPOs”) and Follow‐on Offers
Dorsey acted as international counsel (with drafting responsibility) on the following matters:
Client(s) Issuer Type of Transaction Amount Raised Kotak Mahindra The RBL Bank Limited IPO in India and RS. 12,130 million Capital Company concurrent Rule 144A (US$180 million) Axis Capital offering Citigroup Morgan Stanley HDFC Bank ICICI Securities IDFC Securities IIFL Holdings SBI Capital Markets
JM Financial Thyrocare IPO in India and RS. 4,972 million Edelweiss Technologies concurrent Rule 144A (US$74.5 million) Financial Services offering ICICI Securiteis
IDFC Capital Tribhovandas Bhimji IPO in India and RS. 2,000 million Avendus Capital Zaveri Limited concurrent (US$39 million) Avendus Regulation S offering Securities outside India Reliance Securities and Sharekhan
SBI Capital Power Grid Follow‐on public RS. 75.8 billion Markets Corporation of India offering, and (US$1.7 billion) Goldman Sachs Limited (Power Grid) Rule 144A offering ICICI Securities JP Morgan
Goldman Sachs Orient Green Power IPO in India and RS. 9,000 million (India) Securities Company Limited Rule 144A offering (US$202 million) JM Financial Consultants UBS Securities India
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Enam Securities Ashoka Buildcon IPO and concurrent RS. 2,250 million IDFC Capital Limited Regulation S offering (US$51 million) Motilal Oswal outside India Securities
Enam Securities Ramky Infrastructure IPO and concurrent RS. 5,300 million Deutsche Equities Limited Regulation S offering (US$119 million) (India) outside India UBS Securities NMDC Limited Follow‐on public Rs.99,300 million India (Winner, India offering and (US$2,200 million) Citigroup Global Business Law Rule 144A offering Markets India Journal’s “India Deal Morgan Stanley of the Year” award India Company 2010) RBS Equities (India) Edelweiss Capital Kotak Mahindra Capital Company
J.P. Morgan India Persistent Systems IPO and Rule 144A Rs.1,680 million Enam Securities Limited offering (US$37.3 million)
Deutsche Equities DEN Networks IPO and concurrent RS. 3,645 million (India) Limited Regulation S offering (US$76 million) Antique Capital outside India Markets Antique Stock Broking
JM Financial Pipavav Shipyard IPO and Rule 144A RS. 4,987 million Consultants Limited offering (US$104 million) Citigroup Global Markets India Enam Securities SBI Capital Markets Kotak Mahindra Capital Company Motilal Oswal Investment Advisors
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Enam Securities NHPC Limited (NHPC) Privatization, IPO, and RS. 60,000 million Kotak Mahindra (Winner, India Rule 144A offering (US$1,250 million) Capital Company Business Law SBI Capital Journal’s “India Deal Markets of the Year” award 2009)
Kotak Mahindra Shriram EPC Limited IPO and Rule 144A RS. 1,500 million Capital Company offering (US$38 million) ICICI Securities Motilal Oswal Investment Advisers
Citigroup Global Power Grid Privatization, IPO, and RS. 29,845 million Markets India Corporation of India Rule 144A offering (US$760 million) Enam Securities Limited (Power Grid) Kotak Mahindra (Winner, India Capital Company Business Law Journal’s “India Deal of the Year” award 2007)
Kotak Mahindra Jyothy Laboratories Public offering and RS. 3,056 million Capital Company Limited Rule 144A offering (US$80 million) Enam Securities
DSP Merrill Lynch Kolte Patil Developers IPO and Rule 144A RS. 2,755 million Edelweiss Capital Limited offering (US$70 million)
Central Bank of Central Bank of India Privatization, IPO and RS. 8,160 million India Rule 144A offering (US$208 million) Enam Financial Consultants ICICI Securities Kotak Mahindra Capital Company Citigroup Global Markets India IDBI Capital Markets Services
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Enam Financial IVR Prime Urban IPO and Rule 144A RS. 7,783 million Consultants Developers Limited offering (US$190 million) Kotak Mahindra Capital Company
Enam Financial Indian Bank IPO and Rule 144A RS. 7,821 million Consultants offering (US$191 million) SBI Capital Markets
Enam Financial Power Finance Privatization, IPO and RS. 9,972 million Consultants Corporation Limited Rule 144A offering (US$243 million) ICICI Securities (PFC) Kotak Mahindra Capital Company
ICICI Securities Tanla Solutions IPO and Rule 144A RS. 3,788 million SBI Capital Limited offering (US$86 million) Markets IL&FS Investsmart
Enam Financial Parsvnath Developers IPO and Rule 144A RS. 10,897 million Consultants Limited offering (US$248 million) DSP Merrill Lynch JM Morgan Stanley
Enam Financial Sobha Developers IPO and Rule 144A RS. 5,691 million Consultants Limited offering (US$130 million) Kotak Mahindra Capital Company IL&FS Investsmart ICICI Securities
Enam Financial Deccan Aviation IPO and Rule 144A RS. 3,633 million Consultants Limited (Air Deccan) offering (US$81 million) ICICI Securities
DSP Merrill Lynch Unity Infraprojects IPO and Rule 144A RS. 2,324 million Limited offering (US$52 million)
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Jagran Prakashan Jagran Prakashan IPO and Rule 144A RS. 3,213 million Limited Limited (publisher of offering (US$75 million) DSP Merrill Lynch Danik Jagran) ICICI Securities
Patel Engineering Patel Engineering Follow‐on public RS. 4,250 million Limited Limited offering and (US$94 million) ICICI Securities Rule 144A offering Enam Financial Consultants
Bank of Baroda Bank of Baroda Follow‐on public RS. 16,330 million DSP Merrill Lynch offering and (US$375 million) Kotak Mahindra Rule 144A offering Capital Company JM Morgan Stanley Enam Financial Consultants HSBC SBI Capital Markets Karvy Investor Services other underwriters
Andhra Bank, Andhra Bank Follow‐on public RS. 7,650 million Citigroup Global offering and (US$175 million) Markets India Rule 144A offering DSP Merrill Lynch Kotak Mahindra Capital Company Enam Financial Consultants SBI Capital Markets
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PVR Limited PVR Limited IPO and Rule 144A RS. 1,733 million Kotak Mahindra offering (US$36 million) Capital Company ICICI Securities
Union Bank of Union Bank of India Follow‐on public RS. 4,950 million India offering and (US$110 million) Citigroup Global Rule 144A offering Markets India DSP Merrill Lynch Kotak Mahindra Capital Company Enam Financial Consultants SBI Capital Markets
Kotak Mahindra Kotak Real Estate Invests in real estate US$160 million Investments Fund in India and provides finance to companies in the real estate industry in India
Citigroup Global Motilal Oswal IPO and concurrent RS. 2,461 million Markets India Financial Services Regulation S offering (US$51 million) outside of India
Advanta India Advanta India Limited IPO and concurrent RS. 2,163 million UBS Regulation S offering (US$45 million) Yes Bank outside India SSKI Corporate Finance
Development Development Credit IPO and concurrent RS. 65.06 million Credit Bank Bank Regulation S offering (US$1 million) Enam Financial outside India Consultants JM Morgan Stanley
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Blue Bird (India) Blue Bird (India) IPO and concurrent RS. 921 million Limited Limited Regulation S offering (US$19 million) DSP Merrill Lynch outside India
Offers for Sale (“OFS”)
Dorsey acted as international counsel on the following matters:
Client(s) Issuer Type of Transaction Amount Raised SBICAP securities National Thermal OFS of the equity RS. 50,000 million ICICI Securities Power Corporation shares, Regulation S (US$750m) Edelweiss private placement Securities outside India and Deutsche Equities concurrent Rule 144A offering in the US
Axis Capital Steel Authority of OFS of the equity RS. 17,140 million Limited India (SAIL) shares, Regulation S (US$284m) Deutsche Equities private placement India Private outside India and Limited concurrent Rule 144A HSBC Securities offering in the US Capital Markets (India) Private Limited J.P. Morgan India Private Limited Kotak Securities Limited SBICAP Securities Limited
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Axis Capital Steel Authority of OFS of 5.82 percent RS. 15,161 million Limited India (SAIL) of the equity shares, (US$278m) Deutsche Equities Regulation S private India Private placement outside Limited India and concurrent HSBC Securities Rule 144A offering in Capital Markets the US (India) Private Limited J.P. Morgan India Private Limited Kotak Securities Limited SBICAP Securities Limited
AIM Listings
Dorsey acted as international counsel (with drafting responsibility) on the following matters:
Client(s) Issuer Type of Transaction Amount Raised Jefferies CbaySystems Holdings AIM listing and International Limited concurrent Enam Securities Section 4(2) private Europe placement in the US and Regulation S offering outside India
SKIL Ports & SKIL Ports & Logistics AIM listing and Logistics Limited Limited concurrent Section 4(2) private placement in the US and Regulation S offering outside India
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Global Depositary Receipts (“GDRs”)
Dorsey acted as international counsel (with drafting responsibility) on the following matters:
Client(s) Issuer Type of Transaction Amount Raised Citigroup Global Northgate International offering Markets Technologies Limited of GDRs, including a Enam Securities Rule 144A offering, Europe and the listing of the GDRs on the Luxembourg Stock Exchange
Other QIPs
Dorsey acted as special counsel on the following matters:
Client(s) Issuer Type of Transaction Amount Raised Edelweiss Sharda Cropchem Concurrent QIP in Financial Services Limited India and Regulation S IDFC Securities offering outside India
Inga Capital Gammon Concurrent QIP in IDFC Securities Infrastructure India and Regulation S Equirus Capital Projects Limited offering outside India
Edelweiss Wonderla Holidays Concurrent QIP in Financial Services Limited India and Regulation S ICICI Securities offering outside India
Axis Capital Sundaram‐Clayton Concurrent QIP in Limited Limited India and Regulation S SBI Capital offering outside India Markets Limited
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ICICI Securities Thomas Cook (India) Concurrent QIP in Limited Limited India and Regulation S India Infoline offering outside India Limited TSR Darashaw Private Limited
Inga Capital K.S. Oils Limited Concurrent QIP in India and Regulation S offering outside of India
Almondz Global Excel Infoways Concurrent QIP in Securities Limited India and Regulation S offering outside India
Enam Securities Shopper’s Stop Concurrent QIP in IDFC Capital Limited India and Regulation S offering outside India
Antique Capital 3i Infotech Limited Concurrent QIP in Markets India and Regulation S offering outside India
Enam Securities ING Vysya Bank Concurrent QIP in Limited India and Regulation S offering outside India
Spark Capital Dynamatic Concurrent QIP in Technologies Limited India and Regulation S offering outside India
Collins Stewart Sadbhav Engineering Concurrent QIP in Inga Limited India and Regulation S IL&FS Investsmart offering outside India
Prime Securities Logix Microsystems Concurrent QIP in Limited India and Regulation S offering outside India
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Prime Securities S. Kumars Nationwide Concurrent QIP in Limited India and Regulation S offering outside India
ICICI Securities McLeod Russel India Concurrent QIP in Limited India and Regulation S offering outside India
Prime Securities Asian Electronics Concurrent QIP in Limited India and Regulation S offering outside India
Anand Rathi Emami Limited Concurrent QIP and India Infoline Regulation S offering outside India
Other IPOs
Dorsey acted as special counsel on the following matters:
Client(s) Issuer Type of Transaction Amount Raised Enam Securities MT Educare Limited IPO in India and concurrent Regulation S offering outside of India
Enam Securities Future Ventures India IPO in India and JM Financial Limited concurrent Consultants Regulation S offering Kotak Mahindra outside India Capital Company
Avendus Capital Parabolic Drugs IPO in India and ICICI Securities Limited concurrent SPA Merchant Regulation S offering Bankers outside India
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IDFC‐SSKI Man IPO in India and Edelweiss Capital Infraconstruction concurrent Limited Regulation S offering outside India
SPA Merchant Infinite Computer IPO in India and Bankers Solutions Limited concurrent India Infoline, Regulation S offering Avendus Capital outside India Private SPA Securities Reliance Securities
Anand Rathi Gokul Refoils and IPO in India and Financial Services Solvent Limited concurrent Intensive Fiscal Regulation S offering Services outside India
Saffron Capital Sejal Architectural IPO in India and Advisors Glass Limited concurrent Regulation S offering outside India
Allbank Finance Austral Coke & IPO in India and Projects Limited concurrent Regulation S offering outside India
Edelweiss Capital Renaissance Jewellery IPO in India and Limited concurrent Regulation S offering outside India
Enam Securities Consolidated IPO in India and Kotak Mahindra Construction concurrent Capital Company Consortium Limited Regulation S offering Spark Capital outside India
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JM Financial Koutons Retail India IPO in India and Consultants Limited concurrent Karvy Investors Regulation S offering outside India
Edelweiss Capital TAKE Solutions IPO in India and Limited concurrent Regulation S offering outside of India
ICICI Securities Bharat Earth Movers IPO in India and Limited concurrent Regulation S offering outside of India
IL&FS Investsmart Time Technoplast IPO in India and Enam Financial Limited concurrent Consultants Regulation S offering outside of India
Edelweiss Capital MIC Electronics IPO in India and Limited concurrent Regulation S offering outside of India
IL&FS Investsmart Page Industries IPO in India and Limited concurrent Regulation S offering outside of India
Edelweiss Capital Orbit Corporation IPO in India and Enam Financial Limited concurrent Consultants Regulation S offering outside India
Edelweiss Capital Meghmani Organics IPO in India and IL&FS Investsmart Limited concurrent Regulation S offering outside India
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Enam Financial Redington (India) IPO in India and Consultants Limited concurrent Regulation S offering outside India
Enam Financial Cinemax (India) IPO and offer for sale Consultants Limited in India and JM Morgan concurrent Stanley Regulation S offering Edelweiss Capital outside of India Ambit Corporate Finance
Edelweiss Capital C&C Constructions IPO in India and Limited concurrent Regulation S offering outside India
SBI Capital India of Mudra IPO in India and Markets Lifestyle Limited concurrent Regulation S offering outside
SBI Capital ICRA Limited Offer for sale in India Markets and concurrent Kotak Mahindra Regulation S offering Capital Company outside of India
Enam Financial Ess Dee Engineering IPO in India and Consultants Limited concurrent Regulation S offering outside India
SBI Capital Global Helicorp IOP and the offer for Markets Limited sale in India and ICICI Securities concurrent Regulation S offering outside of India
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IL&FS Investsmart Fiem Industries IPO in India and concurrent Regulation S offering outside India
Enam Financial Voltamp Offer for sale in India Consultants Transformers Limited and concurrent Regulation S offering outside of India
SBI Capital Adhunik Metaliks IPO in India and Markets Limited concurrent Regulation S offering outside India
IL&FS Investsmart Uttam Sugar Mills IPO in India and IDBI Capital Limited concurrent Market Services Regulation S offering outside India
Enam Financial Inox Leisure Limited IPO in India and Consultants concurrent Regulation S offering outside India
B.L. Kashyap and B.L. Kashyap and Sons IPO in India and Sons Limited Limited concurrent Regulation S offering outside India
Nitco Tiles Limited Nitco Tiles Limited IPO in India and concurrent Regulation S offering outside India
ICICI Securities South Indian Bank Follow‐on public Enam Financial offering in India and Consultants concurrent Regulation S offering outside India
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JM Morgan Entertainment IPO in India and Stanley Network (India) concurrent Enam Financial Regulation S offering Consultants outside India
SBI Capital Royal Orchid Hotels IPO in India and Markets Limited concurrent ICICI Securities Regulation S offering outside India
SBI Capital Educomp Solutions IPO in India and Markets Limited concurrent Regulation S offering outside India
SBI Capital Everest Kanto IPO in India and Markets Cylinder Limited concurrent Regulation S offering outside India
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Representative transactions of John Chrisman prior to joining Dorsey & Whitney
Acted as international counsel to Morgan Stanley, Merrill Lynch and JP Morgan in the initial public offering in India of Tata Consultancy Services, India’s largest IT company, and concurrent Rule 144A offering. Acted as international counsel to Merrill Lynch, Kotak Mahindra and Citigroup in the initial public offering in India of Patni Computer Services and concurrent Rule 144A offering. Acted as international counsel to Bharti Tele‐Ventures in the initial public offering in India and concurrent Rule 144A offering. Acted as international counsel to Credit Lyonnais Securities Asia in the INR 6 billion QIP equity capital raising by Educomp Solutions Limited. Acted as international counsel to Merrill Lynch in the INR 5 billion QIP equity capital raising by Shree Renuka Sugars Limited. Acted as international counsel to ABN AMRO and Citigroup in the INR5.5 billion equity private placement by IVRCL Infrastructures & Projects Limited. Acted as international counsel to Kotak Mahindra Capital Company in the initial public offering in India of HT Media Limited (Hindustan Times) and a concurrent Rule 144A offering. Acted as international counsel to DSP Merrill Lynch and Kotak Mahindra Capital Company in the initial public offering in India of Infrastructure Development Finance Company Limited and a concurrent Rule 144A offering. Acted as international counsel to Yes Bank, DSP Merrill Lynch and Enam Financial Consultants in the initial public offering in India of Yes Bank Limited and a concurrent Rule 144A. Acted as international counsel to Syndicate Bank, SBI Capital Markets, Enam Financial Consultants, JM Morgan Stanley and SSKI Corporate Finance in a follow‐on public offering in India of Syndicate Bank and a concurrent Regulation S offering outside India. Acted as international counsel to Oriental Bank of Commerce, ICICI Securities, DSP Merrill Lynch, Kotak Mahindra Capital Company, Citigroup Global Markets India and Bajaj Capital in a follow‐on public offering in India of Oriental Bank of Commerce and a concurrent Rule 144A offering. Acted as international counsel to SBI Capital Markets, DSP Merrill Lynch, ICICI Securities, JM Morgan Stanley, Kotak Mahindra Capital Company and Enam Financial Consultants in a follow‐on public offering in India of Allahabad Bank and a concurrent Rule 144A offering.
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Acted as international counsel to Allsec Technologies Limited, IL&FS Investsmart and Kotak Mahindra Capital Company in the initial public offering in India of Allsec Technologies Limited and a concurrent Regulation S offering outside India. Acted as special counsel to Enam Financial Consultants and JM Morgan Stanley in the initial public offering in India of Shringar Cinemas Limited and a concurrent Regulation S offering outsideIndia. Acted as special counsel to SBI Capital Markets in the initial public offering in India of Provogue (India) Limited and a concurrent Regulation S offering outside India.
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