Dealmakers Nandish Vyas and Nilanjana Singh of AZB and Iqbal Khan of Cyril Amarchand Mangaldas in TCS TPG HyperVault Investment

AZB & Partners represented Tata Consultancy Services (TCS), while Cyril Amarchand Mangaldas and Latham & Watkins advised investor TPG (including TPG Rise Climate) in the strategic investment into TCS’s HyperVault AI data‑centre business. The transaction commits up to ₹18,000 crore in total from TCS and TPG, of which TPG will contribute up to ₹8,820 crore. TPG’s final shareholding in HyperVault is envisaged between 27.5% and 49%, with TCS remaining the majority owner given the 49% cap. The business will be funded through a mix of equity, including compulsory convertible preference shares (CCPS), and debt financing, and the parties will conclude a shareholders’ agreement to govern director rights, reserved matters, lock‑ins, conversion mechanics and exit provisions. The investment is being facilitated through TPG platforms including TPG Rise Climate. The deal carries significant regulatory and operational dimensions. Key legal work encompassed foreign direct investment and FEMA compliance for cross‑border structuring, filings and approvals under competition and sectoral laws, land, power and environmental clearances for data‑centre sites, technology and IP allocation to protect TCS’s services business, bespoke debt financing and inter‑creditor arrangements, and detailed sustainability and ESG commitments reflective of TPG’s climate fund objectives. Data‑localisation, sovereign‑cloud considerations and rapidly evolving AI and privacy regulations were also central to the transaction design. AZB & Partners represented Tata Consultancy Services with a team composed by: Partners Nandish Vyas and Nilanjana Singh. Nilanjana Singh led integration across regulatory, infrastructure, technology and ESG practice groups and coordinated multidisciplinary inputs alongside the corporate team; Nandish Vyas advised on corporate and transaction strategy and scenario‑based structuring for large‑scale, growth‑oriented infrastructure investments. Cyril Amarchand Mangaldas represented TPG (including entities such as TPG Terabyte Bidco Pte Ltd and TPG Rise Climate) with a team composed by: Partner Iqbal Khan, who led the General Corporate team, supported by competition advice led by Avaantika Kakkar, disputes advice from Sairam Subramanian and team, and strategic and structural inputs from Cyril Shroff and L. Viswanathan. Latham & Watkins represented TPG with a team composed by: senior international counsel advising on cross‑border structuring and financing aspects of the investment. TCS legal and corporate teams advised and coordinated on the transaction with a team composed by: internal regulatory, infrastructure, technology and ESG practice groups working alongside AZB & Partners to address approvals, land and energy issues, IP and commercial arrangements, and sustainability commitments.

Dealmakers Nandish Vyas and Nilanjana Singh of AZB and Iqbal Khan of Cyril Amarchand Mangaldas in TCS TPG HyperVault Investment

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