Cyril Amarchand Mangaldas advises on formation transactions of Cube Highways Trust and its initial offer

Mumbai (Maharashtra)/ New Delhi [India], June 8: Cyril Amarchand Mangaldas advised in relation to the initial offer and listing of ordinary units, of the Cube Highways Trust (Cube Trust, acting through its Investment Manager, Cube Highways Fund Advisors Private Limited), a privately placed infrastructure investment trust (InvIT), aggregating to INR 52,258.27 million.

The Firm also advised on the formation transactions of the Cube Trust, being, the transfer of 18 special purpose vehicles to the Cube Trust. Pursuant to such formation transactions, the Cube Trust issued Ordinary Units and Subordinate Units to its Sponsors, Cube Highways and Infrastructure Pte. Ltd. (“CH-I”) and Cube Highways and Infrastructure III Pte. Ltd. (“CH-III”).

The Capital Markets, General Corporate, Project & Project Finance, and Competition Law Practice of Cyril Amarchand Mangaldas advised Cube Highways Fund Advisors Private Limited (Investment Manager of Cube Trust), the Sponsors of the Cube Trust and Selling Unitholders namely, CH-I, CH-II and Cube Highways and Infrastructure II Pte. Ltd. on the transaction.

The scope of work included advisory on the offer, and on the formation transactions for transfer of the special purpose vehicles to the Cube Trust.

The capital markets team was led by Yash Ashar, Partner & Head Capital Markets; Kranti Mohan, Partner & Head – REITs and InvITs; and Janhavi Seksaria, Partner; with Mrudul Desai, Senior Associate; and Iti Mishra, Associate; along with support from Niharika Sanadhya, Associate; Keerthi Kumar, Associate and Tawishi Beria, Associate.

Team led by L .Viswanathan, Partner (Chair – Finance, Projects & Insolvency); Uday Khare, Partner; Yash Jain, Partner; with support from Madhur Verma, Principal Associate; Aiswarja Mohanty, Principal Associate; and Aparajita Marwah, Associate; provided key inputs on Project Finance related aspects of the transaction.

Team led by Ruetveij Pandya, Partner; Abhilasha Malpani, Principal Associate; Vishvas Bharadwaj, Associate; with support from Alok Agrawal, Associate; Manasvin Andra, Associate; and Manjri Singh, Associate; advised on the corporate diligence and the formation transactions for transfer of the special purpose vehicles to the Cube Trust.

Team led by Avaantika Kakkar, Partner & Head – Competition Law; Dhruv Rajain, Partner; with Rajat Sharma, Associate; and Swaha Sinha, Associate; advised on the competition law aspects of the transaction.

The offer comprised of a fresh issue of 380,259,172 Ordinary Units by Cube Trust, aggregating to INR 38,025.92 million; and an offer for sale of 142,323,555 Ordinary Units by the Selling Unitholders, aggregating to INR 14,232.36 million. The Offer was made to the eligible investors, outside the United States in “offshore transactions” in reliance on Regulation S under the United States Securities Act of 1933, as amended.

Other parties to the transaction included Citigroup Global Markets India Private Limited (acted as Placement Agent for the Offer), J.P. Morgan India Private Limited (acted as Placement Agent for the Offer), Linklaters Singapore Pte. Ltd. (acted as International legal counsel for Placement Agents), S.B. Billimoria & Co. LLP (acted as auditor for Issuer), Axis Bank Limited (acted as Escrow Agent for Issuer), KFin Technologies Limited (acted as registrar for Issuer).

The Transaction was signed on 17th April 2023 and closed on 19th April 2023.