LD BHARTI 2LST

This proposed transaction does not include Zain's
operations in Morocco and Sudan and remains subject to due
diligence, customary regulatory approvals and signing of the
final transaction documentation.

In all, USD 7.5 billion debt would be dollar-denominated
and the remaining about USD 1 billion will be in rupee loan.
In addition to the dollar financing, the SBI Group has
committed up to USD 1 billion equivalent rupee loan to Bharti
which will also cover any associated transaction costs, the
company said.
Global Investment House KSCC is serving as the regional
financial advisor on this transaction, Bharti said.
Bharti has over 125 million subscriber in India and if
the deal goes through, the company would have a major
footprint in the African market and would get access to over
40 million customers of Zain in the continent.
Sources said the Bharti board, which met here yesterday,
is understood to have discussed the progress on the Zain
acquisition, including the funding requirements.
Asked whether the company would extend the exclusive time
period beyond March 25, company officials said no such
decision has been taken so far.
Bharti had earlier said the total agreed enterprise
valuation of USD 10.7 billion is likely to result in a total
payout of around USD 9 billion (which includes any loans
payable by the operating companies to the Zain Group) based on
the estimated net debt of about USD 1.7 billion as on December
31, 2009.
It has been agreed that USD 700 million out of the total
payable amount would be paid after one-year from closing.
The parties have also agreed to a break-fee of USD 150
million payable by either side on terms and conditions
customary to a deal of this nature and size. PTI ANA
KAB


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