Medanta IPO: Carlyle to make full exit; strikes pre-IPO deal with RJ Corp, SBI MF and Novo Holdings

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Nearly nine years after picking up a significant minority stake in Dr Naresh Trehan-promoted Global Health Ltd, which operates and manages hospitals under the ‘Medanta’ brand, Carlyle is gearing up for a full exit from the IPO-bound multi-speciality hospital chain, multiple industry sources with knowledge of the matter told Moneycontrol.

The top US private equity firm which held a 25.64 percent stake in Global Health according to regulatory filings has signed pre-IPO pacts to sell 5.66 percent (an aggregate of 14,339,005 equity shares) stake to a clutch of three investors – RJ Corp (the parent of Pepsi bottler Varun Beverages and QSR operator Devyani International ), SBI Funds Management Ltd
(the AMC of SBI Mutual Fund) and Novo Holdings (a Danish investment firm specialising in the life sciences segment).

These details were mentioned in the RHP (red herring prospectus) of Global Health Ltd.  Moneycontrol has reviewed the RHP.

“The pre-IPO transactions have concluded. The fund life was over in this case and Carlyle which entered the firm back in December 2013 has been keen to exit and clock returns for a long time,” said one of the persons cited above.

RJ Corp, an existing shareholder in Global Health Ltd, is doubling down by participating in the pre-IPO deal, this person added.

A second person confirmed the above, adding that the combined size of the three pre-IPO transactions was around Rs 480 crore.

Both the persons spoke to Moneycontrol on condition of anonymity.

Carlyle and the three buyers couldn’t be reached for an immediate comment. Moneycontrol has sent emails and will update this article when it hears from the firms.

According to the RHP of Global Health, the three SPAs (share purchase agreements) between Carlyle and the buyers were struck at a price of Rs 336 per equity share on October 20.

A price band of Rs 319-336 a share has been set for the Rs 2,206-crore Medanta IPO which will be open for public subscription during November 3-7. The IPO consists of a fresh issue component of Rs 500 crore and an OFS (offer for sale) of up to 50,761,000 shares as part of which Carlyle will sell up to 50,661,000 shares.

A combination of the pre-IPO pacts and the OFS would result in a full exit for Carlyle from Global Health Ltd.

“Upon successful completion of such transfers pursuant to the SPAs and the sale of all the Equity Shares offered by  Anant  Investments (i.e., Investor Selling Shareholder) as part of the Offer for Sale in the Offer, Anant Investments (i.e., Investor Selling Shareholder) will not hold any Equity Shares of the Company,” the Global Health RHP said.

Anant Investments is an affiliate of the Carlyle Group.

On October 19, Moneycontrol was the first to report that Medanta Hospitals was eyeing a Dalal Street debut post-Diwali and that Carlyle was looking to sell more shares than originally indicated in the firm’s DRHP (draft red herring prospectus).

Headquartered in Copenhagen, Novo Holdings is a holding and investment company, responsible for managing the operating and financial assets of the Novo Nordisk Foundation. As of year-end 2021, Novo Holdings had total assets of $106 billion. It is among the world’s leading life science investors and invests in companies at all stages of development, according to its website.