Anil Ambani’s Reliance Capital sale stuck at last point, highest bidder seeks intervention from…, for…
GH News February 07, 2025 03:06 PM
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Anil Ambanis Reliance Capital has hit yet another roadblock in its sale process. The Hindujas IndusInd International Holdings Limited (IIHL) which had emerged as the highest bidder is facing issues in securing the final funding of Rs 4300 crore a critical component required to close the deal by mid-February.
The bottleneck arises from a dispute between Reliance Capital’s creditors and IIHL’s lenders over the terms of an escrow agreement. The disagreement pertains to the mechanism for unwinding funds in case of litigation during the escrow period. IIHL has approached the Mumbai Bench of the National Company Law Tribunal (NCLT) to resolve this issue.
Breakdown Of Deal
To complete the acquisition IIHL needs to deposit Rs 9861 crore comprising Rs 2750 crore in equity and Rs 7300 crore in debt. So far IIHL has deposited Rs 5750 crore approximately 58.31% of the total amount. This includes the equity portion and Rs 3000 crore in debt. The remaining funds are expected to come from Reliance Capitals subsidiary insurance companies for which a resolution framework approved by the Committee of Creditors (CoC) is crucial.
The CoC had earlier approved the fund flow note with 89.07% voting in favor but the escrow-related disagreements have stalled the transaction.
Crux Of Dispute
IIHL was required to submit specific documents under the approval process. By January 31 2025 it had filed all essential documents except two key agreements: the Intermediate Escrow Agreement and the Global Escrow Agreement. The submission delay is attributed to the unresolved differences between CoC and IIHL’s lenders who are providing the Rs 4300 crore funding.
The lenders which include financial institutions like 360 One Barclays and Bank of America are concerned about the lack of a clear process to recover funds if legal disputes arise while the money remains in escrow before the shares are transferred.
Limited Time Left
With the transaction deadline approaching IIHL has sought NCLT’s intervention for guidance. IIHL’s resolution plan had received approval from NCLT in February 2024 but delays have led to a request for an extension. The mid-February deadline now looms large adding urgency to resolving the escrow-related impasse.
The outcome will depend on NCLT’s directions as both parties look to resolve the dispute and finalize the deal.