NOTICE:
SALE OF FINANCIAL ASSETS
Expressions of interest are invited from eligible entities for acquisition of non-performing assets held by Goldman Sachs (India) Finance Private Limited (Company), a non-banking finance company, in 2 (two) borrowers (collectively the Financial Assets). The total outstanding amount of the Financial Assets as on date is approximately INR 818 Crores (Indian Rupees Eight Hundred and Eighteen Crores only).
The sale is proposed to be conducted under the “Swiss Challenge Method” in accordance with ‘Master Direction – Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021’ dated 24 September 2021 (as amended from time to time). The Company has received a base bid of INR 550 Crores (Indian Rupees Five Hundred and Fifty Crores only) from an eligible entity (Initial Bidder) for acquisition of the Financial Assets, on a portfolio basis. The Initial Bidder shall have a right to match the highest offer, if any, made by the counter bidders pursuant to the counter bid process.
The sale of the Financial Assets by the Company to a successful bidder, on a portfolio basis only, shall be fully settled for 100% (Hundred Percent) cash on an upfront basis and on an “AS-IS-WHERE- IS AND WHATEVER-THERE-IS BASIS” and without any recourse to the Company. Any bids received which do not contain an offer for purchase of both loan accounts shall be deemed invalid and rejected immediately.
Only eligible bidders who have a net-worth (basis audited financials for the financial year ending 2020, 2021 and 2022) of more than INR 500 Crores (Indian Rupees Five Hundred Crores only) in each of such financial years shall be eligible to bid. Any eligible bidder would need to offer a consideration of at least 632.5 Crores (Indian Rupees Six Hundred and Thirty Two Crores and Fifty Lakhs only), i.e. a counter bid, which is higher than the base bid received from the Initial Bidder by at least 15% (Fifteen Percent).
Eligible interested counter bidders may access the format for the non-disclosure undertaking (NDU) at https://www.goldmansachs.com/worldwide/india/documents/non-disclosure-undertaking.pdf and the format for the expression of interest (EOI) at https://www.goldmansachs.com/worldwide/india/documents/expression-of-interest.pdf.
Eligible counter bidders will be required to submit the NDU, EOI and an affidavit under Section 29A of the Insolvency and Bankruptcy Code, 2016 (29A Undertaking), each in the prescribed formats, on or before the timelines prescribed below. The drafts of the NDU, EOI and the 29A Undertaking made available is final and no comments / mark-up shall be entertained from any person. The list of know your customer documents will be provided by the Company and the same is required to be submitted within the timelines prescribed below.
The timelines for submission of scanned copies of the requisite documents to GS-India-Finance-NBFC@gs.com is as follows, after which no request will be entertained:
Actionable
- Last date for submission of NDU (along with supporting documents), EOI (along with supporting documents) and audited financial statements evidencing net worth (as mentioned above) - 19 April 2023, 10am IST
- Last date for submission of know your customer documents - 19 April 2023, 5pm IST
- Last date for submission of 29A Undertaking - 20 April 2023, 5pm IST
Only after submission of the duly executed NDU within the timelines provided above, eligible interested counter bidders will be provided access to the brief details of the Financial Assets, list of know your customer documents and format of the 29A Undertaking.
The Company reserves the sole right: (i) to accept or reject any bid which is not in accordance with the process document or otherwise; (ii) to deny participation to any person in the counter bid process, including, denial of access to the virtual data room to any person; and (iii) to suspend, terminate or modify the counter bid process and/ or modify its terms without providing any reasons or incurring any liability whatsoever. No request for alteration, modification, substitution or withdrawal of a counter bid by a counter bidder shall be entertained by the Company. All counter bidders are required to strictly adhere to applicable law, the terms set out herein and in the process documents. The Company reserves the right to not consummate the sale of the Financial Assets at any stage, without assigning any reasons. The decision of the Company in this regard shall be final and binding.
Additionally, for any counter bid to be considered, the counter bid must comply with the know your customer, background check, internal policies and conflict check processes of the Company.