![THECORPORATETREASURER.COM38 CORPORATE TREASURER APRIL / MAY 2016
Banking
on debtTo turn corporate bad loans into performing assets, the Reserve Bank of India has nudged
its debt restructuring rules to grant lenders an easier way out of defaulting companies
Ann Shi reports
[We] had
no problem
refinancing
our loans
O
n February 25, the Reserve
Bank of India (RBI)
tinkered with its rules on
strategic debt restructuring
(SDR) by cutting in half the
proportion of a defaulting 鍖rms shares
an Indian lender must divest in the
鍖rst 18 months after converting debt to
equity.
Previously, lenders had to divest 51% of
the equity to new investors after a debt-
to-equity conversion. They now only need
to sell 26% of the shares they hold in a
defaulting borrower. The recent reduction
is intended to give lenders
a more 鍖exible exit, with
the upside of a defaulting
company possibly turning
itself around.
To avoid substantial
sacri鍖ce of banks
under the SDR at the
time of divesting the
shareholding to new
promoters, as also to
keep the possible upside
option for banks, it has been decided that
an option may be with banks to divest a
minimum 26% [at the beginning] and
remaining shares in the due-course of time
as and when they 鍖nd adequate value,
Sudarshan Sen, principal chief general
manager at the Department of Banking
Regulation of the RBI, explained to The
Corporate Treasurer after announcing the
change.
BUY A DEFAULTER
The SDR regime, reinforced by the central
bank last June, granted banks the right to
convert outstanding loans into a majority
stake in a defaulting company if the
borrower failed to meet the conditions
agreed in its negotiated restructuring
package. The move was made to tackle the
sharp increase in corporate debt defaults in
the country.
After the debt-to-share conversion,
lenders can bring in a new promoter the
majority shareholder group that manages
the day-to-day affairs of a company in
India to help improve the management
of a stressed 鍖rm and hopefully repay the
debts. The SDR was designed to encourage
defaulters to pay back debts more quickly
by selling their assets, as
management executives
would fear being kicked
out.
RBIs Sen expects that
new promoters who have
adequate expertise and
funds to turn around
a defaulting 鍖rm that
falls into 鍖nancial
dif鍖culties mainly due to
management inef鍖ciency
will be able to preserve the economic value
of that 鍖rm as well as the banks loan
assets
OPEN INTEREST
The change will ease the pressure on
banks to 鍖nd new buyers within 18
months, and, according to Sen, the rules
should incentivise current promoters to
deleverage in the most optimum manner.
So far, several debt-laden infrastructure
鍖rms have begun to deleverage their
balance sheets through asset sales, said
Sumit Agarwal, Mumbai-based head of
loan syndications at IDFC Bank.
For example, Reliance Communications,
an Indian internet access and
telecommunications company, is now
taking steps to deleverage, including
the sale of its tower business Reliance
Infratel, and its non-core assets such as
the undersea cable division Global Cloud
Xchange [See box].
To date, several banks have invoked the
SDR to convert debt to equity in a number
of 鍖rms. The list includes Electrosteel
Steels, Ankit Metal and Power, Rohit
Ferro-Tech, IVRCL, Gammon India,
Monnet Ispat and Energy, VISA Steel,
Lanco Teesta Hydro Power, Jyoti
Structures and Alok Industries, according
to media reports.
IDFC Banks Agarwal added that
lenders had resorted to invoking the SDR
regime in several cases for bad loans
that add up to more than Rs800 billion
($11.9 billion). Hemal H. Shah, a Mumbai-
based partner in advisory services at EY,
claimed banks had taken control of more
than 15 troubled companies via the SDR.
But at the same time banks have found
it dif鍖cult to 鍖nd ready equity buyers.
According to private equity website Deal
Street Asia on March 2, lenders have
initiated conversations with global private
equity funds and distressed asset funds,
but few deals have yet been closed.
It is also too early to tell whether
the SDR regime has allowed any new
promoter to help a debt-laden 鍖rm come
out of stress. The time [allowed] for
any divestment to new promoters is 18
months, the RBIs Sen said, meaning no
bank that had invoked an SDR had
yet reached the time limit for divesting
its stake.
India Focus.indd 38 4/15/16 4:15 PM](https://image.slidesharecdn.com/23426d21-eff9-43dc-8f86-cf0b4e644a5a-160520114253/85/38-39-1-320.jpg)
![THECORPORATETREASURER.COM APRIL / MAY 2016 CORPORATE TREASURER 39
INDIAFOCUSINDIAFOCUS
F
aced with INR140 billion
($2.1 billion) of debt
maturing in March 2017,
Reliance Communications (RC)
is sacri鍖cing assets to deal with
its obligations. The leveraged
Indian internet access and
telecommunications company
has publically pledged to use
all the money raised to reduce
debts.
RC is not the only company
facing debt issues in India.
Many borrowed in foreign
currencies to bene鍖t from lower
interest rates, but a weaker
rupee has left them struggling
to pay back the debt.
Initially, RC sought to sell
non-core-assets, particularly its
sub-sea cable subsidiary Global
Cloud Xchange, but it is now
selling its towers and intra-city
optic 鍖bre assets.
The companys total debt was
about $7 billion as of September
2015, according to a research
report by Moodys.
RCs 2014-2015 annual
report said it had currency
exposure related to its revenues,
expenditure and 鍖nancing.
It said that it had signi鍖cant
borrowings in currencies other
than rupees and that it had to
pay for important equipment in
foreign currencies. The report
put the companys net debt
to equity ratio at 0.98 times,
valuing assets at $14.6 billion,
stakeholder equity at $6 billion
and net debt excluding cash and
cash equivalents at $5.9 billion.
One telecommunications
equity analyst from an Indian
bank told The Corporate
Treasurer that when RCs
saving on interest costs was
outweighed by the rupees
depreciation, the company tried
to re鍖nance its foreign currency
borrowing, but it was too late
as the net debt rate had risen in
India so no lender was willing
to extend credit to the company.
Although a spokesman
declined to comment, an
of鍖cial inside RC disputed this
claim. [We] had no problem
re鍖nancing loans from local
banks as well. Last year, a large
consortium of Indian banks
re鍖nanced us for a loan for over
a billion [US] dollars equivalent
in Indian rupee.
Either way, RC has no choice
but to deleverage to combat
debt. Moodys is con鍖dent
that the company could meet
the rating targets it has set,
assuming it sells its towers.
Reporting by Mark Agnew
Reliance Communications
move to beat down its debt
INDIAFOCUS
India Focus.indd 39 4/15/16 4:15 PM](https://image.slidesharecdn.com/23426d21-eff9-43dc-8f86-cf0b4e644a5a-160520114253/85/38-39-2-320.jpg)
38-39
- 1. THECORPORATETREASURER.COM38 CORPORATE TREASURER APRIL / MAY 2016 Banking on debtTo turn corporate bad loans into performing assets, the Reserve Bank of India has nudged its debt restructuring rules to grant lenders an easier way out of defaulting companies Ann Shi reports [We] had no problem refinancing our loans O n February 25, the Reserve Bank of India (RBI) tinkered with its rules on strategic debt restructuring (SDR) by cutting in half the proportion of a defaulting 鍖rms shares an Indian lender must divest in the 鍖rst 18 months after converting debt to equity. Previously, lenders had to divest 51% of the equity to new investors after a debt- to-equity conversion. They now only need to sell 26% of the shares they hold in a defaulting borrower. The recent reduction is intended to give lenders a more 鍖exible exit, with the upside of a defaulting company possibly turning itself around. To avoid substantial sacri鍖ce of banks under the SDR at the time of divesting the shareholding to new promoters, as also to keep the possible upside option for banks, it has been decided that an option may be with banks to divest a minimum 26% [at the beginning] and remaining shares in the due-course of time as and when they 鍖nd adequate value, Sudarshan Sen, principal chief general manager at the Department of Banking Regulation of the RBI, explained to The Corporate Treasurer after announcing the change. BUY A DEFAULTER The SDR regime, reinforced by the central bank last June, granted banks the right to convert outstanding loans into a majority stake in a defaulting company if the borrower failed to meet the conditions agreed in its negotiated restructuring package. The move was made to tackle the sharp increase in corporate debt defaults in the country. After the debt-to-share conversion, lenders can bring in a new promoter the majority shareholder group that manages the day-to-day affairs of a company in India to help improve the management of a stressed 鍖rm and hopefully repay the debts. The SDR was designed to encourage defaulters to pay back debts more quickly by selling their assets, as management executives would fear being kicked out. RBIs Sen expects that new promoters who have adequate expertise and funds to turn around a defaulting 鍖rm that falls into 鍖nancial dif鍖culties mainly due to management inef鍖ciency will be able to preserve the economic value of that 鍖rm as well as the banks loan assets OPEN INTEREST The change will ease the pressure on banks to 鍖nd new buyers within 18 months, and, according to Sen, the rules should incentivise current promoters to deleverage in the most optimum manner. So far, several debt-laden infrastructure 鍖rms have begun to deleverage their balance sheets through asset sales, said Sumit Agarwal, Mumbai-based head of loan syndications at IDFC Bank. For example, Reliance Communications, an Indian internet access and telecommunications company, is now taking steps to deleverage, including the sale of its tower business Reliance Infratel, and its non-core assets such as the undersea cable division Global Cloud Xchange [See box]. To date, several banks have invoked the SDR to convert debt to equity in a number of 鍖rms. The list includes Electrosteel Steels, Ankit Metal and Power, Rohit Ferro-Tech, IVRCL, Gammon India, Monnet Ispat and Energy, VISA Steel, Lanco Teesta Hydro Power, Jyoti Structures and Alok Industries, according to media reports. IDFC Banks Agarwal added that lenders had resorted to invoking the SDR regime in several cases for bad loans that add up to more than Rs800 billion ($11.9 billion). Hemal H. Shah, a Mumbai- based partner in advisory services at EY, claimed banks had taken control of more than 15 troubled companies via the SDR. But at the same time banks have found it dif鍖cult to 鍖nd ready equity buyers. According to private equity website Deal Street Asia on March 2, lenders have initiated conversations with global private equity funds and distressed asset funds, but few deals have yet been closed. It is also too early to tell whether the SDR regime has allowed any new promoter to help a debt-laden 鍖rm come out of stress. The time [allowed] for any divestment to new promoters is 18 months, the RBIs Sen said, meaning no bank that had invoked an SDR had yet reached the time limit for divesting its stake. India Focus.indd 38 4/15/16 4:15 PM
- 2. THECORPORATETREASURER.COM APRIL / MAY 2016 CORPORATE TREASURER 39 INDIAFOCUSINDIAFOCUS F aced with INR140 billion ($2.1 billion) of debt maturing in March 2017, Reliance Communications (RC) is sacri鍖cing assets to deal with its obligations. The leveraged Indian internet access and telecommunications company has publically pledged to use all the money raised to reduce debts. RC is not the only company facing debt issues in India. Many borrowed in foreign currencies to bene鍖t from lower interest rates, but a weaker rupee has left them struggling to pay back the debt. Initially, RC sought to sell non-core-assets, particularly its sub-sea cable subsidiary Global Cloud Xchange, but it is now selling its towers and intra-city optic 鍖bre assets. The companys total debt was about $7 billion as of September 2015, according to a research report by Moodys. RCs 2014-2015 annual report said it had currency exposure related to its revenues, expenditure and 鍖nancing. It said that it had signi鍖cant borrowings in currencies other than rupees and that it had to pay for important equipment in foreign currencies. The report put the companys net debt to equity ratio at 0.98 times, valuing assets at $14.6 billion, stakeholder equity at $6 billion and net debt excluding cash and cash equivalents at $5.9 billion. One telecommunications equity analyst from an Indian bank told The Corporate Treasurer that when RCs saving on interest costs was outweighed by the rupees depreciation, the company tried to re鍖nance its foreign currency borrowing, but it was too late as the net debt rate had risen in India so no lender was willing to extend credit to the company. Although a spokesman declined to comment, an of鍖cial inside RC disputed this claim. [We] had no problem re鍖nancing loans from local banks as well. Last year, a large consortium of Indian banks re鍖nanced us for a loan for over a billion [US] dollars equivalent in Indian rupee. Either way, RC has no choice but to deleverage to combat debt. Moodys is con鍖dent that the company could meet the rating targets it has set, assuming it sells its towers. Reporting by Mark Agnew Reliance Communications move to beat down its debt INDIAFOCUS India Focus.indd 39 4/15/16 4:15 PM