Hindalco Industries Acquires Novelis for US$6B

On May 15, 2007, Hindalco Industries Limited, India's largest non-ferrous metals company and a flagship company of the Aditya Birla Group, completed its acquisition of Novelis Inc. Previously listed on the TSX and NYSE, and with operations in North and South America, Europe and Asia, Novelis is the world's leading producer of aluminum rolled products. The transaction makes Hindalco the world's largest aluminum rolled products company, one of the largest producers of primary aluminum in Asia, and India's leading copper producer. The all-cash transaction was valued at approximately US$6 billion, including approximately US$2.4 billion of debt.

The acquisition was financed in part with a US$3.1 billion bridge acquisition facility provided by a syndicate of banks led by ABN, Bank of America and UBS. Following the completion of the acquisition, Novelis refinanced its debt with a US$800 million US, Canadian and European asset-based revolving credit facility led by ABN, and a US$960 million US and Canadian term loan facility led by UBS. Novelis also launched a US$1.4 billion change of control and tender offer for its existing high-yield notes following the closing.

Hindalco's in-house legal team included M.R. Prasanna, group executive president, legal, with assistance from Swati Munot, corporate legal and Anil Malik, company secretary.

Torys LLP was Canadian and US counsel to Hindalco, and represented Novelis in its post-acquisition debt refinancing and change of control and tender offer for its existing high-yield notes. Torys' cross-border team acting for Hindalco on the acquisition was led by Patricia Koval and included Michael Amm, Joris Hogan, Conni Gibson, Gavin Sinclair, Michelle Campbell, Mark Irving and Sunny Sodhi. Torys' cross-border team acting for Hindalco and Novelis on the financing matters was led by Adam Delean and included Jay Romagnoli, Michael Feldman, Amanda Balasubramanian, Darien Leung, Joris Hogan, Alexandra Kau, Gavin Sinclair, Vanessa Kee, Craig Pell, Jennifer Manning, Boris Nevelev, Mark Tice and Mike Arnot. Other members of Torys' acquisition and financing teams included Corrado Cardarelli, Peter Keenan, Bari Zahn and Andrew Wong (tax); Jay Holsten (competition/antitrust); Dennis Mahony and Michael Fortier (environmental); Bill Estey and Andrew Gray (litigation); David Dell, Nichole Cortese and Kim Kowalik (real estate); Christina Medland and Mitch Frazer (pensions and employment); and Robin Coster, Eric Boehm and Edward Fan (IP and technology).

Novelis's in-house legal team included Leslie Parrette, Jr., general counsel; Fortunado (Tony) Lucido, assistant general counsel; Chris Courts, assistant general counsel; Tom LaBarge, assistant general counsel; and Nichole Robinson, corporate secretary.

King & Spalding LLP represented Novelis with a team that included John Kelley III, C. William Baxley, Keith Townsend, Anne Cox, Jaron Brown, Robert Leclerc and Bettina Tobben (corporate); Andrew Berg (antitrust); Tracy Kimmel and Willie Wright (finance); Donald Kohla and Jan Marsh (employee benefits); James Hannon (intellectual property); Donald Hensel (tax); and Les Oakes (environmental).

Osler, Hoskin & Harcourt LLP represented Novelis as Canadian counsel with a team that included Stephen Sigurdson, Jeremy Fraiberg and Adam Grabowski (corporate); Peter Franklyn (antitrust); and Firoz Ahmed, Dov Begun and Cassandra Priede (tax).

The lenders of the US$3.1 billion acquisition bridge facility were represented by Clifford Chance in Hong Kong, with a team led by Anthony Wang. Stikeman Elliott LLP acted as Canadian counsel for the lenders of each of the debt facilities with a team of Howard Rosenoff, Craig Mitchell, Anna Romano and Jill Lankin (banking); Robert Hogan and Frank Mathieu (tax); Melissa Schyven and Sonia Rainville (real estate); and Anthony Penhale (securities).