Sunedison Infrastructure Ltd has entered into a framework agreement dated June 23, 2020 with 1) South Lake One LLC ('South Lake'), 2) Fenice Investment Group LLC ('Fenice'), 3) Pashupathy Shankar Gopalan, 4) Anil Jain, 5) SILRES Energy Solutions Private Limited ('SILRES'), 6) Pashupathy Capital Pte. Ltd., 7) Sherisha Infrastructure Private Limited, 8) Sherisha Technologies Private Limited and 9) Avyan Pashupathy Capital Advisors Private Limited ('Framework Agreement') to lay out the parameters under which the under-construction C&I and certain other businesses of the Company will be restructured and transferred to SunEdison Energy Solutions Private Limited, a joint venture company between 1) Sherisha Infrastructure Private Limited (a company promoted by Anil Jain), and 2) a company proposed to be set up in the United Kingdom by Pashupathy Capital Pte. Ltd. (a company promoted by Pashupathy Shankar Gopalan), South Lake and Fenice. Under the terms of the Framework Agreement, South Lake has also agreed to invest USD 10,000,000 (United States Dollar Ten million) into SILRES, a subsidiary of the Company, as an interim measure to fund certain urgent working capital requirements.
The proposed restructuring being undertaken is primarily to separate the completed projects from the under-development projects and to transfer the under-development projects, along with the engineering procurement and construction ("EPC") business of the Company and the Trademark 'SunEdison' and goodwill associated therewith, by way of a slump sale as a going concern, to SunEdison Energy Solutions Private Limited. The details of the under-development businesses and the EPC and the Trademark 'SunEdison' that will form part of the slump sale, are below:
1. EPC business of the Company and the Trademark 'SunEdison', as a going concern;
2. 100% of the equity shares held by the Company in Ishaan Solar Power Private Limited (which will, upon completion of the internal restructuring, hold 100% of SEI Tejas Private Limited) and SILRES Energy Solutions Private Limited;
3. 36% of partnership interest (constituting 99.99% of the economic interest) of Sherisha Solar LLP (currently Sherisha Solar Private Limited, which will be converted into a limited liability partnership as part of the internal restructuring process); and
4. 51% of equity shares of each of Enrecover Energy Recovery Solutions Private Limited and Megamic Electronics Private Limited.
The slump sale will be completed pursuant to a business transfer agreement to be executed once the valuation of the businesses and subsidiaries being transferred is undertaken by an external valuer and the shareholders of the Company have approved the slump sale.