Amazon confirms Samara Cap to invest Rs 7,000 cr in FRL to acquire assets

Amazon has written to independent directors of Future Retail Ltd, confirming that Samara Capital 'remains interested and committed' to invest Rs 7,000 crore for buying all retail assets of company

Amazon has written to independent directors of Future Retail Ltd (FRL), confirming that Samara Capital "remains interested and committed" to invest Rs 7,000 crore for buying all retail assets of the debt-ridden company and asked the retail firm to furnish existing due diligence reports to Samara by Sunday, according to sources.

On January 19, Amazon had approached the independent directors of FRL reiterating its willingness to assist the Mumbai-based company in addressing its financial concerns. In response, the independent directors had asked Amazon to confirm by January 22 that it will infuse Rs 3,500 crore into the cash-strapped retailer in order to repay FRL's lenders by January 29, 2022.

Amazon - in its reply on January 22 - said "we confirm that based on your letter dated January 21, 2022, Samara Capital has once again reiterated to us that they remain interested and committed to lead and take forward the term sheet dated June 30, 2020, signed amongst Samara, FRL and the Promoters of FRL

The term sheet contemplates a purchase consideration of Rs 7,000 crore, as per the letter, a copy of which was seen by PTI.

"Pertinently, the Samara Term Sheet provides for an acquisition of all retail assets of FRL, including the "small store formats" comprising the 'Easy Day', 'Adhaar' and 'Heritage' brands, through an Indian owned and controlled entity structure led by Samara and supported by Amazon," said the e-commerce major in the letter.

Amazon said the transaction envisaged in the Samara Term Sheet would ensure availability of funds in FRL at the earliest, through an asset sale and an equity infusion, which would be a direct antidote to FRL's indebtedness.

Emails sent to Amazon and Future group did not elicit any response.

Amazon, in its latest letter, asserted that its engagement will not affect the binding nature of the injunctions passed in the Arbitration Proceedings and by Indian Courts, and said the new transaction will have the understanding that "the transaction with the Mukesh Dhirubhai Ambani (Reliance Industries Limited) group (MDA Group) will not proceed and not be acted upon; and all assistance would be done through legally compliant structures".

Future and Amazon have been locked in a bitter legal tussle after the US e-commerce giant dragged Future Group to arbitration at the Singapore International Arbitration Centre (SIAC) in October 2020, arguing that FRL had violated their contract by entering into a deal for the sale of its assets to billionaire Mukesh Ambani's Reliance Retail on a slump sale basis for Rs 24,713 crore.

Earlier this month, Future Retail had said it had missed the due date for payment of Rs 3,494.56 crore to banks and lenders as it could not sell assets due to its ongoing litigation with Amazon, impacting its monetisation plans.

Notably, in December, fair trade regulator Competition Commission of India (CCI) had suspended the 2019 approval for Amazon's deal to acquire a 49-per cent stake in Future Coupons Pvt Ltd (FCPL), FRL's promoter, while slapping a penalty of Rs 202 crore on the e-commerce major.

The CCI order has been challenged by Amazon before the National Company Law Appellate Tribunal, which has issued notice to the fair trade regulator and FCPL. The NCLAT has directed to list the matter on February 2 for the next hearing.