IL&FS has put up a proposal to the National Company law Tribunal (NCLT) for the completion of the sale of its energy arm, IL&FS Wind Energy Ltd (IWEL), to ORIX Corporation of Japan. IL&FS received approval on previous month for the sale of its wind energy business from Justice (Retired) D.K. Jain, appointed by the National Company Law Appellate Tribunal (NCLAT) to supervise the operation of the debt resolution process of the IL&FS group companies.
The proposal has been filed before the tribunal after completing binding share purchase agreement with ORIX Corporation and obtaining ‘in-principle’ approval from all lenders for completing this transaction, subject to NCLT approval. Justice Jain had approved the sale on the conditions that the proposal will be placed before the NCLT for its approval and the bid amount realised from the sale be kept in an escrow account. This amount in escrow account would only be disbursed in accordance with the directions in the proceedings.
ORIX, owner of 49 per cent stake in each of the IL&FS group’s seven operating wind power plants, had expressed its intent to buy out the remaining 51 per cent stake held by IWEL under the terms of an existing agreement wherein ORIX can match the price offered by the highest bidder for purchasing IWEL’s stake in diverse special purpose vehicles (SPV).
ORIX later decided to match the offer of the highest bidder, of around Rs 4,800 crore for 100 per cent of enterprise value, contemplating no haircut to the debt of the SPVs aggregating to around Rs 3,700 crore. Some of the major lenders to the SPVs include the Power Finance Corporation, Bank of Baroda (for working capital and project financing), and India Infra Debt Ltd, with debt aggregating to around Rs 3,700 crore (without interest).
The sale to ORIX will lead to the debt resolution of the following seven companies of the IL&FS Group — Lalpur Wind Energy Private Ltd, Etesian Urja, Khandke Wind Energy, Retadi Wind Power, Wind Urja India, Tadas Wind Energy and Kaze Energy.