Walmart Inc. (NYSE:WMT) signed a definitive agreement to acquire 77% stake in Flipkart Private Limited from a group of sellers for $16 billion on May 8, 2018. Under the terms, Walmart Inc. will acquire majority stake in Flipkart through the purchase of equity from certain existing shareholders of Flipkart, as well as make a new equity funding of $2 billion in Flipkart. Seller group includes Naspers Limited (JSE:NPN), Sachin Bansal, SoftBank Vision Fund managed by SoftBank Investment Advisers and others. Naspers Limited will sell its 11.18% stake in Flipkart for $2.2 billion. Post completion, Binny Bansal, Tencent Holdings Limited, Tiger Global Management LLC and Microsoft Corp. will retain some stake in Flipkart and Sachin Bansal, SoftBank and Naspers will not hold any stake in Flipkart. The transaction will be financed through combination of newly issued debt and cash on hand by Walmart Inc. JPMorgan Chase (NYSE: JPM) and Barclays Plc (LSE: BARC) are leading a consortium that is financing Walmart's acquisition of on Flipkart. The banks are providing $5 billion to fund the acquisition. Funding is being provided for 18 months and is secured against Flipkart's balance sheet and its shares. Flipkart will run as an independent business.

In the fiscal year ended March 31, 2018, Flipkart reported net sales of $4.6 billion. Tencent Holdings Limited and Tiger Global Management LLC will continue on the Flipkart board, joined by new members from Walmart. The transaction is subject to regulatory approvals including Competition Commission of India. As of August 8, 2018, the transaction was approved by the Competition Commission of India. The transaction is expected to close later in fiscal year ending January 31, 2019. Naspers Limited will use the proceeds to invest in classifieds, online food delivery and fintech businesses globally and to pursue other exciting growth opportunities. Walmart expects the transaction to have a negative impact on earnings per share of Walmart for the year ending 2020. Hong-Kong based Walmart Asia general counsel and Senior Vice President, Chief Administrative Officer Erica Chan was responsible for overseeing the deal for the retail giant.

J.P. Morgan Securities LLC and Barclays Capital Inc acted as financial advisors and Richard Climan, Chris Moore, Stephanie Keen, Jane Ross, Dan Simons, John Holme, Erick Wang, Ally Smith, Michael O'Halloran, Will Lamb, Lauren Zachry, Rachel Xu, Manisha Patel, Eshana Subherwal, Bill Regan, Lillian Tsu, John Brockland, Max Scott, Roberta Chang, Viola Shen, Wuzheng Sun, Jia Zhan, Mavis Jie, Jensen Zhang, Charles Clayton-Payne, Matthew Bousfield, Danielle Wu, Enoch Ang, Ally Smith, Mounir Haddad and Margaux Ith of Hogan Lovells US LLP, Shardul Shroff, Pallavi Shroff, Raghubir Menon, Ekta Gupta, Natashaa Shroff, Puja Sondhi, Abhishek Guha, Siddharth Nair, Aayush Kapur, Shilpa Mankar, Shubhangi Garg, Amit Singhania, Gouri Puri, Mukul Baveja, Shweta Shroff Chopra, Yaman Varma, Neetu Ahlawat and Sonali Charak of Shardul Amarchand Mangaldas & Co and Kelly Austin, Oliver Welch, Michael Farhang and F. Joseph Warin of Gibson, Dunn & Crutcher LLP acted as legal advisors for Walmart Inc. Goldman Sachs & Co. LLC acted as financial advisor. Steven Baglio, Andrew Luh, Jonathan Pentzien, Ferish Patel, Mark Foster, David Sharrow of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as legal advisor to Flipkart. Ganesh Prasad, Vinay Joy, Arun Scaria, Sanjay Khan, Mrudul Dadhich, K.A. Alakiri, Muralikrishnan, Tamarra Sequeira, Siddharth Baladevan Nair, Luv Saggi, Bhargav Rao and Chirag Narasimaiah of Khaitan & Co., Allen & Gledhill and Dentons Rodyk & Davidson LLP and Cyril Shroff and Bharat Budholia of Cyril Amarchand Mangaldas acted as legal advisors for Flipkart. Yogesh Singh and Nisha Kaur Uberoi of TriLegal Partners acted as legal advisors for Naspers Limited. Ng Wai King and Audrey Chng of WongPartnership LLP acted as legal advisors for Walmart Inc. Brendan Hannigan and Shuhui Kwok of Allen & Overy LLP acted as legal advisors to Naspers Limited. Vivek Chandy and Archana Tewary and Pooranimaa Hariharan of J. Sagar Associates acted as legal advisors for eBay Inc. The Raine Group LLC acted as financial advisor to SoftBank Investment Advisers, a subsidiary of SoftBank Group Corp. The Raine Group LLC acted as financial advisor for in Flipkart Online Services Pvt. Ltd

Walmart Inc. (NYSE:WMT) completed the acquisition of 77% stake in Flipkart Private Limited from a group of sellers on August 18, 2018. Flipkart's existing management team will continue to lead the business. Tencent Holdings Limited and Tiger Global Management LLC will remain represented on the Flipkart board, in addition to independent board members, and will be joined by new members from Walmart. Both companies will retain their unique brands and operating structures in India. Stephen Salmon and Miranda So of Davis Polk & Wardwell, LLP acted as legal advisor to Tencent Holdings Limited.