Bain Capital’s Proposed ₹4,385 Crore Investment in Manappuram Finance
Leading law firm Cyril Amarchand Mangaldas is providing legal counsel to Bain Capital regarding its planned investment of ₹4,385 crores in Manappuram Finance Limited. This strategic endeavor involves Bain Capital acquiring an 18% stake in the company, along with associated control, representing a significant shift in the company’s ownership structure.
Details of the Investment
Bain Capital’s affiliates, BC Asia Investments XXV Limited and BC Asia Investments XIV Limited, have formalized their intentions through a Securities Subscription Agreement (SSA) with Manappuram Finance and specific members of its promoter group. This agreement encompasses the acquisition of 9,29,01,373 equity shares and an equal number of warrants, which each grant the right to subscribe to one equity share, thus representing 18% of the company’s fully diluted share capital.
Governance and Management Agreements
Accompanying the SSA, Bain Capital’s investors have also established a Shareholders’ Agreement (SHA) with the promoters and promoter group. This SHA outlines the governance structure and operational management of Manappuram Finance and its subsidiaries, detailing the mutual rights and obligations of the investors and current promoters. With the completion of this proposed transaction, Bain Capital’s investors will gain control over the company, effectively joining the ranks of its promoters.
Mandatory Open Offer Requirement
According to regulations set forth by SEBI (Securities and Exchange Board of India), the investors are obliged to make a mandatory open offer to the public shareholders of Manappuram Finance. This requirement arises under Regulations 3 and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, ensuring transparency and fairness in the acquisition process.
Transaction Team at Cyril Amarchand Mangaldas
The transaction was spearheaded by a proficient team at Cyril Amarchand Mangaldas, including:
- Cyril Shroff, Managing Partner
- L. Viswanathan, Senior Partner
- Anchal Dhir, Partner
They received support from various associates, including:
- Shubham Rastogi, Principal Associate
- Surabhi Saboo, Senior Associate
- Aman Deep Borthakur, Senior Associate
- Varun Kannan, Senior Associate
- Swini Khara, Associate
Due Diligence and Regulatory Compliance
A comprehensive legal due diligence process was conducted by Aman Deep Borthakur and supporting associates, ensuring compliance with all legal and regulatory standards. Additional specialist teams provided insights on various aspects of the transaction:
- Regulatory Aspects: Jian Johnson, Partner, and team
- Intellectual Property: Arun Prabhu and team
- Financing Due Diligence: Abhijeet Das and team
- Employment Due Diligence: Abe Abraham and Anna Thomas
- Insurance Regulatory Aspects: Pranjita Barman and team
- Competition Notification: Avaantika Kakkar and team
- RBI Applications: Gazal Rawal and team
Timeline and Next Steps
The formal signing of the transaction documents took place on March 20, 2025. The conclusion of this investment is contingent upon the receipt of necessary regulatory approvals and fulfillment of other preconditions.
