Tag: Hindenburg

Vinod Adani was at the heart of two massive Adani Group deals with French energy giant TotalEnergies, according to Indian filings. Forbes also found that Vinod is nearly five times richer than previously known.

_{By Giacomo Tognini and John Hyatt, Forbes Staff}

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In early 2021, Gautam Adani scored a big win. Adani Green Energy, one of eight publicly traded firms controlled by his Adani Group conglomerate, agreed to sell a 20% stake to French oil firm TotalEnergies. “We have a shared vision of developing renewable power at affordable prices,” said Adani at the time.

The deal was also a coup for TotalEnergies, now the world’s fifth-largest energy company by market capitalization. It paid $2 billion for Adani Green Energy shares that, on India’s stock exchange, were worth about $4.1 billion. As part of the deal, TotalEnergies also spent $510 million on a joint solar venture with the Adani Group.

“It’s a win-win situation for both companies,” says Haran Segram, an adjunct finance professor at New York University’s Stern School of Business and Columbia Business School. In return for a “bargain” priced slice of Adani Green, TotalEnergies improved the Adani Group’s standing with foreign investors. “A European multinational oil company investing gives a lot of credibility for Adani Group,” says Segram.

Beyond being a good deal, the transaction was unique for another reason: its unconventional structuring. Rather than directly buying the shares, TotalEnergies acquired two Mauritius-incorporated funds (which held the stock) from a third Mauritius entity, Dome Trade and Investment Limited, according to Indian financial filings.

It turns out that Dome Trade’s ultimate owner—through a web of entities in Mauritius, the United Arab Emirates and the British Virgin Islands—is Vinod Adani, Gautam’s older brother, whose offshore entanglements with the Adani Group Forbes unraveled earlier this month. While 60-year-old Gautam is the Adani Group’s public face, it’s Vinod and his offshore companies that are facilitating some of the family conglomerate’s biggest deals, including two transactions with TotalEnergies, the company’s largest European partner—and, at least until recently, one that helped give the Adani Group credibility with Western financial institutions and investors.

In its bombshell 100-page report last month, U.S. short seller Hindenburg Research alleged that 74-year-old Vinod, who holds no formal position within the Adani Group, is a central figure in the company’s alleged accounting fraud and stock market manipulation. The Adani Group has denied all wrongdoing. The company and Vinod Adani did not respond to a request for comment. The company insists in a 413-page response to Hindenburg Research that Vinod “has no role in [the] day to day affairs” of the Adani Group’s businesses.

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By April 2022, TotalEnergies’ $2 billion investment in Adani Green Energy had ballooned to over $11 billion in value as the share price soared. But now, the French company is sitting on a loss. Its shares are worth just $1.7 billion—down from $7.3 billion at the start of the year—due to the Hindenburg-driven rout in Adani Group shares.

One reason the Adani Group and Vinod may have wanted to sell TotalEnergies their Mauritius-based funds, rather than the Adani Green Energy shares themselves, was to minimize taxes, says Aswath Damodaran, a professor of finance at New York University’s Stern School of Business. In Mauritius, where there are no capital gains taxes, Indian nationals and companies have long parked assets as a way to “wash their capital gains and not have to pay taxes,” says Damodaran.

The structure of the deal also suggests tax benefits for TotalEnergies. Absent tax benefits, “It doesn’t make sense for [Total] as a company,” says Damodaran. “It creates a layer between [them] and [their] holding.”

Another possibility, says Mark Humphery-Jenner, an associate professor of finance at University of New South Wales Business School, is that both parties were wary of crashing Adani Green’s share price, given its low float. “The Mauritius funds—and Vinod Adani—might have wanted to exit but realized that if they sold in the open market, they would collapse Adani Green’s price. Therefore, a block trade via TotalEnergies would be a better option for Adani Green, and Vinod Adani,” says Humphery-Jenner.

A spokesperson for TotalEnergies told Forbes that “the purchase price of $2 billion (as disclosed in the public domain) was a reflection of the historical average share price of [Adani Green Energy] at the time of the negotiation and the fact that TotalEnergies was acquiring a non-controlling interest” and that “these transactions were negotiated between both TotalEnergies’ and Adani’s M&A and management teams.”

“We welcome the independent assessment that is being organized and we look forward to its results as well as the conclusions of investigations of the relevant Indian authorities,” the TotalEnergies spokesperson added.

Forbes found that the price that TotalEnergies paid for the Adani Green Energy shares on January 21, 2021—the day the deal closed—was 8% lower than the average price of the shares over the previous year and 62% lower than the average over the previous six months.

Vinod was also involved in the Adani Group’s first deal with TotalEnergies. The French group agreed to buy a 37.4% stake in publicly traded natural gas firm Adani Gas in October 2019. The deal closed in February 2020, with TotalEnergies paying $714 million, or $50 million less than the open market valued them at the time. Unlike the Adani Green Energy deal, TotalEnergies bought those shares directly from six different Adani-controlled entities, according to Adani Gas’ 2020 annual report. Four of those were Mauritius-based funds owned by Vinod; the others were an Indian company, owned by Vinod, Gautam and their brother Rajesh, and a trust, of which the three brothers are beneficiaries and trustees. It has also been a much better investment than Adani Green Energy: that stake is up five-fold, now worth $3.6 billion.

In a third deal, TotalEnergies bought a 25% stake in Adani New Industries Ltd.—a green hydrogen subsidiary of the conglomerate’s flagship Adani Enterprises—for an undisclosed sum last summer. Vinod’s involvement in that deal could not be confirmed, although he is a significant shareholder in Adani Enterprises. The deal “further strengthens our alliance with the Adani Group in India,” Patrick Pouyanné, Chairman and CEO of TotalEnergies, said at the time. That project was put on ice following Hindenburg’s report: “Obviously, the hydrogen project, which was discussed, will be put on hold as long as we don’t have clarity,” Pouyanné said in a February 8 earnings call.

Vinod also participated in the Adani Group’s $6.5 billion acquisition of Swiss firm Holcim’s stakes in Indian cement producers Ambuja Cements and ACC last September. His Mauritius-based company Endeavor Trade and Investment Limited purchased a 63% stake in Ambuja and 57% stake in ACC. A month later, in October, Vinod used another Mauritius entity he controls—Harmonia Trade and Investment Limited—to inject some $600 million into Ambuja by purchasing warrants that convert to shares. According to the filing, Harmonia will have to pay another $1.8 billion to Ambuja when it converts those warrants to shares, which would then give Harmonia a 19.4% stake in Ambuja—bringing Vinod’s overall stake in the cement maker to 70.3%.

Given these revelations, Vinod is much wealthier than previously thought. Forbes found that he owns eight Mauritius-based firms that hold $12.3 billion of shares in Adani Group companies, plus Ambuja and ACC. Accounting for pledged shares plus the cost to buy the cement companies, Forbes estimates that Vinod is worth at least $6 billion, up from our previous estimate of $1.3 billion published less than two weeks ago. Forbes previously attributed the value of those shares to Gautam; his revised net worth is now $33.4 billion—a sharp fall from his peak of $158 billion last September, when he was the world’s third-richest person. (As of Monday evening New York time, Gautam was the world’s 38th richest, per Forbes.)

It’s likely that Vinod holds even more shares in Adani companies through opaque entities he co-owns with his brothers. The largest shareholder in the Adani Group’s publicly traded companies is the S.B. Adani Family Trust, which Forbes attributes to Gautam. But Indian financial filings show that Vinod and three other Adani brothers—Rajesh, Mahasukh and Vasant—are also beneficiaries of the trust alongside Gautam, with Gautam, Rajesh and Vinod acting as trustees. There are another two companies—Adani Trading Services LLP and Adani Tradeline Private Limited—that also own shares in public Adani firms, which Forbes attributes to Gautam. According to Indian stock exchange filings, however, Gautam shares ownership of the two entities with Vinod and Rajesh. (The exact ownership breakdown of the S.B. Family Trust, Adani Trading Services and Adani Tradeline remains unclear.)

Vinod also has a private real estate empire in Dubai, where he’s lived since 1994. According to Dubai property records, Vinod owns 37 residential and commercial properties worth an estimated $17 million in the emirate, including a 2,700-square-foot villa in the Burj Khalifa, the tallest tower in the world. The data, which dates from 2020, was obtained by the Center for Advanced Defense Studies (C4ADS), a nonprofit organization based in Washington, D.C., that researches international crime and conflict. It was then shared with Norwegian financial outlet E24, which coordinated an investigation into the real estate.

The Dubai records also show that Vinod holds an Indian passport issued in 2013 and expiring in 2026—a detail that seemingly contradicts Adani public filings describing him as a citizen of Cyprus, since India doesn’t allow dual citizenship. A spokesperson for the Indian Ministry of External Affairs did not immediately respond to a request for comment.

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