Khaitan & Co advises Poonawalla Fincorp Limited (formerly Magma Fincorp Limited) on the proposed sale of its entire stake in its housing finance subsidiary Poonawalla Housing Finance Limited to TPG

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HEADINGS

DETAILS

1.

Sector

Financial Services

2.

Sub-sector

Housing Finance

3.

Announcement Date

14 December 2022

4.

Execution Date

14 December 2022

5.

Completion Date

Subject to regulatory approvals

6.

Name of Client

Poonawalla Fincorp Limited (formerly Magma Fincorp Limited)

7.

Seller Description

Poonawalla Fincorp Limited (formerly Magma Fincorp Limited) is a Cyrus Poonawalla group promoted non-deposit taking systemically important non-banking finance company (ND-SI-NBFC), registered with the Reserve Bank of India (RBI), with a majority stake owned by Rising Sun Holdings Private Limited, a company owned and controlled by Mr. Adar Poonawalla. It is listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

8.

Target Name

Poonawalla Housing Finance Limited

9.

Target Description

Poonawalla Housing Finance Limited is the housing finance arm of Poonawalla Fincorp Limited and operates in the affordable housing finance segment in India. As of 30 September 2022, it had assets under management of over INR 5600 Crores, comprising affordable home loans (64%) and loans against property (36%), with an average ticket size of around INR 10 Lakhs to self-employed and salaried borrowers.

10.

Deal Description

Poonawalla Fincorp Limited has entered into definitive agreements for sale of its housing finance subsidiary Poonawalla Housing Finance Limited to global private equity fund TPG at a pre-money equity valuation of INR 3,900 Crores (USD 473 million) and subject to receipt of regulatory approvals (including approvals of the Reserve Bank of India and the National Housing Bank). TPG will also infuse additional equity capital of up to INR 1,000 Crores (USD 121 million) into Poonawalla Housing Finance Limited in the near term to support expansion.

11.

Total Consideration

INR 3,900 Crores (USD 473 million)

12.

Team Members

The core transaction team was led by Haigreve Khaitan (Partner), Ashraya Rao (Partner), Anshuman Mozumdar (Partner) and Saswat Subasit (Partner), and comprised Unnita Bhattacharya (Senior Associate), Kaushik Babu (Senior Associate), Ketan Jain (Associate) and Utsav Mitra (Associate), with assistance from the following:

Vendor due diligence and disclosure documents: Purti Minawala (Partner), Srijanee Bhattacherjee (Senior Associate), Sushmita Som (Associate), Gaurang Mansinghka (Associate) and Shruti Kunisetty (Associate).

SEBI regulatory aspects: Arindam Ghosh (Partner), Abhishek Dadoo (Partner), Shashank Patil (Principal Associate) and Gaurav Malhotra (Principal Associate).

Transaction documents: Alister Sequeira (Associate).

13.

Role of Firm

Advised Poonawalla Fincorp Limited (formerly Magma Fincorp Limited) on the proposed sale of its entire stake in its housing finance subsidiary Poonawalla Housing Finance Limited to TPG at a pre-money equity valuation of INR 3,900 Crores (USD 473 million) and subject to receipt of regulatory approvals (including approvals of the Reserve Bank of India and the National Housing Bank). TPG will also infuse additional equity capital of up to INR 1,000 Crores (USD 121 million) into Poonawalla Housing Finance Limited in the near term to support expansion.

14.

Financial Advisors

Ambit Private Limited acted as the exclusive investment banker and financial advisor for Poonawalla Fincorp Limited.

EY acted as the financial and tax advisor for TPG.

15.

Other legal advisors

Anagram Partners advised TPG