TPG and Leading Sovereign Wealth Fund Restructure Investment in UPL’s International Business and Acquire Minority Stake in UPL Sustainable Agri

Cleary Gottlieb is representing a leading sovereign wealth fund (SWF) and TPG Capital (TPG) on the restructuring of their investment in UPL Corporation Limited (UPLC), the international arm of UPL Limited (UPL), and their acquisition of a minority stake in UPL Sustainable Agri Solutions Limited (UPL SAS).

In the restructuring, TPG and the SWF will exchange their existing joint 22.21% ownership of UPLC for 22.21% of the fully diluted share capital of UPL Ltd (Cayman Islands), a subsidiary of UPLC that holds UPL’s entire global ex-India crop protection business, and cash consideration of $241 million. In an independently negotiated transaction, TPG and the SWF will jointly acquire a minority stake in UPL SAS, India’s largest integrated agtech platform, as part of a series of transactions that values UPL SAS at approximately $2.2 billion. The proposed transactions, which were announced on October 21, 2022, are subject to customary conditions to completion, including shareholder, regulatory, and lender approvals.

Cleary previously advised the SWF and TPG on their original $1.2 billion joint equity investment into UPLC, which closed on January 31, 2019, including on the creation of a joint-investment vehicle, and advised TPG on the upper-tier structuring for its co-investors in the transaction.

UPL is a global provider of sustainable agriculture products and solutions, with annual revenue exceeding $6 billion. As one of the largest agriculture solutions companies worldwide, UPL’s portfolio consists of biologicals and traditional crop protection solutions with more than 14,000 registrations. UPL are present in more than 130 countries and are represented by more than 13,000 colleagues globally.

TPG is a leading global alternative asset management firm founded in San Francisco in 1992 with $127 billion of assets under management and investment and operational teams in 12 offices globally. TPG invests across five multi-product platforms: capital, growth, impact, real estate, and market solutions, and its unique strategy is driven by collaboration, innovation, and inclusion. TPG’s teams combine deep product and sector experience with broad capabilities and expertise to develop differentiated insights and add value for fund investors, portfolio companies, management teams, and communities.

For more information, please see the press release here.