Quoted in Moneycontrol on Sun Pharma’s $11.75 billion acquisition of Organon, the largest outbound transaction by an Indian pharmaceutical company.
What makes the structure worth noting is not the size but the architecture. The acquisition debt sits entirely offshore at a 100 percent SPV of Sun Pharma, and once the SPV merges with Organon post-closing, the target’s own dollar cash flows service that debt. The Indian parent’s exposure is limited to upfront equity and a corporate guarantee.
This is a leveraged buyout in the structural sense where the target’s cash generation anchors the debt rather than the acquirer’s domestic balance sheet. Indian outbound transactions have historically leaned on parent balance sheet financing or all-equity funding from domestic accruals. A genuine offshore LBO architecture, with the corresponding ODI and RBI pre-approval considerations that come with cross-border guarantees above the threshold, is a meaningful step-up in structuring sophistication.
Link to the Article: https://www.moneycontrol.com/news/business/sun-pharma-to-approach-rbi-for-exemption-from-foreign-remittance-rules-13901888.html