JSW Energy Limited (BSE:533148) entered into a share purchase agreement to acquire GMR Kamalanga Energy Limited from GMR Energy Limited, India Infrastructure Fund managed by IDFC Infrastructure and IDFC First Bank Limited (BSE:539437) for INR 53.2 billion on February 17, 2020. The consideration shall be paid in cash and shall comprise of INR 7.55 billion paid up front, INR 39.51 billion towards takeover of existing debt of GMR Kamalanga Energy and contingent consideration payable at different milestones of INR 6.15 billion. JSW Energy shall acquire 2.15 billion shares of GMR Kamalanga Energy. The consideration is subject to working capital and other adjustments. Up front consideration of INR 7.55 billion shall be funded through debt and internal accruals. Contingent consideration of INR 6.15 billion shall be funded through debt and internal accruals as and when necessary. Upon transaction completion, GMR Kamalanga Energy will become a 100% subsidiary of JSW Energy. The transaction had an EV/EBITDA multiple of 5.1 times to 5.9 times. For the financial year 2019, GMR Kamalanga Energy reported revenue of INR 21.95 billion.

The transaction shall be subject to customary regulatory and other approvals. The transaction requires approval from Competition Commission of India (CCI), approvals from GMR Kamalanga Energy lenders, approval from power purchase agreement beneficiary state of Haryana i.e. Uttar Haryana Bijli Vitran Nigam Limited, Dakshin Haryana Bijli Vitran Nigam Limited and PTC India Limited and approval from Industrial Development Corporation of Odisha (IDCO). As on April 7, 2020, Competition Commission of India approved this transaction. The transaction is expected to be completed in 90 days from the execution date of share purchase agreement subject to fulfillment of conditions precedent. As on May 20, 2020, the transaction has been put on hold given the ongoing uncertainty and will be revisited once the situation normalizes. GMR Infrastructure Limited, parent of GMR Energy will use the sale proceeds to reduce the indebtedness.

JSW Energy Limited (BSE:533148) cancelled the acquisition of GMR Kamalanga Energy Limited from GMR Energy Limited, India Infrastructure Fund managed by IDFC Infrastructure and IDFC First Bank Limited (BSE:539437) on July 31, 2020. The long stop date for the proposed acquisition has elapsed. Given the continued uncertainty due to Covid19 pandemic, the parties have mutually agreed to terminate the said transaction.