Unlocking FCCBs: Study and Analysis

Description
the fundamentals of FCCB, RBI regulations involved in issue of FCCB. It uses cases of Wockhardt, Rasandik Engineering Industries (India) Ltd, Tata Motors, Suzlon as part of study.

Unlocking FCCBs:Study and Analysis

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When, why and how to finance money???

When • Start up Firm • Growth Phase • Maturity Phase

Why • buying of raw materials, office land/rent, workers salary, etc • acquisitions or expanding in other countries or to buy new premises or machineries

How • Internal Financing • External FinancingIPO,FPO,ECB,FCCB

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ABC of FCCB
? Foreign Currency Convertible bonds-Mix between

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debt and equity instruments ? A quasi debt instrument attractive to both investors and issuers. ? Acts like a bond by making regular coupon and principal payments, but these bonds also give the bondholder the option to convert the bond into stock ? Investors receive the safety of guaranteed payments on the bond and are also able to take advantage of any large price appreciation in the company's stock

It’s Different
Equity
• Immediate Equity Dilution • Dividend Distribution

Bonds
• High interest rates in borrowing • High coupon in bonds • ECB limited to capital goods, capacity augmentation, overseas acquisition

FCCB
• Low coupon interest compared to debt • No immediate dilution of equity • No cash payment in good market conditions • All transactions in foreign currency

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Benefits to Investors To bring down their exposure in one country by diversifying their portfolio Wanted to invest in emerging markets and India looked good Gives much of the upside of investment in equity Debt element protects the downside Assured of a fixed return and capital protection Investors buy FCCBs not as instruments of debt but for the lure of the equity
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Benefits to issuing Companies FCCB does not require any rating, nor any covenant like securities, cover etc Low overseas interest rates Relatively strong rupee against the greenback Can be raised within a month while pure debt takes longer to raise Low cost means of financing Cost of withholding tax is lower for as compared to other ECB instrument

Story of an FCCB
Capital in Foreign Currency

Issuer of FCCB 19-August 2010

FCCB

Lender of Money 19-August 2010
•Receives FCCB •Can trade FCCB in liquidity crunch

•Raises money in dollars •Sets conversion price at premium (say Rs 125) •Maturity period between 3-5 years

If markets are good!!!!! Issuer of FCCB 19-August 2015

Equity at conversion price FCCBs returned

Lender of Money 19-August 2015

•No need to pay in cash •Issues equity at pre decided price (Rs 125 ) •Equity dilution

•Makes windfall profit by selling equity at prevailing market prices (say Rs 200)

If markets are bad!!!! Issuer of FCCB 19-August 2015

Capital in foreign currency

FCCBs returned

Lender of Money 19-August 2015

•Redeem bonds at par value •Huge requirement of cash 6•Buy back from market before maturity if traded at discount

•Redeem FCCBs at par value •Principal investment comes back with small return

RBI Regulations
? FCCBs are required to be subscribed by a non-

resident in foreign currency and convertible into ordinary shares of the issuing company in any manner, either in whole, or in part, on the basis of any equity related warrants attached to debt instruments

? The policy for ECB is also applicable to FCCBs. ? FCCB can be accessed under two routes, viz., ? Automatic Route ? Approval Route

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Automatic Route
? Eligible Borrowers
• Corporate (registered under the Companies Act except

financial intermediaries) • Units in Special Economic Zones (SEZ) (they cannot transfer or on-lend FCCB funds to sister concerns or any unit in the Domestic Tariff Area)

? Amount and Maturity
• Up to USD 20 million or equivalent in a financial year with

minimum average maturity of 3 years • Above USD 20 million and up to USD 500 million or equivalent with a minimum average maturity of 5 years.
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Automatic Route
? End-uses: Permitted
• Investment in real (industrial sector including SME) and

infrastructure sector • Overseas direct investment in Joint Ventures / Wholly Owned Subsidiaries

? End-uses: Not Permitted
• Investment in capital market or acquiring a company (or a

part thereof) in India • Real estate • Working capital, general corporate repayment of existing Rupee loans.
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purpose

and

Approval Route
? Eligible Borrowers
• Financial • • • • • •

institutions dealing exclusively with infrastructure or export finance Banks and financial institutions which had participated in the textile or steel sector restructuring package FCCBs by housing finance companies satisfying some minimum criteria Special Purpose Vehicles Multi-State Co-operative Societies engaged in manufacturing activity Corporates engaged in industrial sector and infrastructure sector NGOs engaged in micro finance activities

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Approval Route
? Amount and Maturity
• Corporate can avail of an additional amount of USD 250

• • • •

million with average maturity of more than 10 years under the approval route, over and above the existing limit of USD 500 million Corporates in infrastructure sector can avail up to USD 100 million Corporates in industrial sector can avail ECB up to USD 50 million for Rupee capital expenditure NGOs engaged in micro finance can raise up to USD 5 million Corporates in the services sector can avail up to USD 100 million

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Approval Route
? End-uses: Permitted
• Investment e.g. import of capital goods • Overseas direct investment in Joint Ventures / Wholly

Owned Subsidiaries • The first stage acquisition of shares in the disinvestment process and also in the mandatory second stage offer to the public under the Government’s disinvestment programme of PSU shares

? End-uses: Not Permitted
• Investment in capital market or acquiring a company (or a

part thereof) in India • Real estate • Working capital, general corporate repayment of existing Rupee loans
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purpose

and

The Indian Context
8,000,000,000 7,000,000,000 6,000,000,000 56 5,000,000,000 50 4,000,000,000 40 3,000,000,000 25 2,000,000,000 1,000,000,000 0 2009 2008 2007 2006 2005 30 20 10 0 Total Issue Amount No of Issues 75 78 90

80
70 60

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Source: RBI Website

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Wockhardt’s Big Plans
? Board meeting of Q2, 2004 - Wockhardt launched its maiden FCCB

issue of US $ 100 Mn with a Greenshoe option of US $10 Mn ? Issued 1.1 lakh zero-coupon bonds of $1,000 each in, with an yield of 5.25% compounded semi-annually and had the conversion/redemption date set as October 25, 2009, at Rs 486 per share. Purpose ? To expand reach in Europe through the inorganic route –acquired two companies in Europe and established its own sales and marketing organization in the US ? Setup of a SEZ in the Shendra Industrial Park near Aurangabad, Maharashtra, which will house the company’s R&D and manufacturing facilities ? Targeted a big-ticket acquisition in end 2006 - early bidder for betapharm, a generic drug firm in Germany which was later acquired by Dr Reddy’s Laboratories Limited ? Acquired 3 major companies for $453 million in the last 30 months
? Ireland based Pinewood Laboratories for $150 million ? Negma Laboratories of France for $265million ? Morton Grove Pharmaceuticals of US for $38 million

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2009 Scenario
? Share price moving in the range of Rs.100 to Rs 150

much below Rs. 486(the conversion price). ? Debt Equity ratio of 2.28:1
? further debt financing harder to come by in a market

already squeezed for credit.
? Current debt of INR 3400 crores – more

than3 times market capitalization of INR 936 crore ? Forex derivative losses of $300 Mn which must be paid within the next 6 month ? Fitch downgraded their long term rating from A to C and maintains a negative rating watch ? Barclays and Calyon, had filed winding up petition in November to liquidate the assets
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Getting out of Jail……
? Chairman and MD Habil Khorakiwala resign paving the

way for his son Murtaza to take over the leadership of the company. ? Corporate Debt Restructuring (CDR) through ICICI Bank –offered the FCCB holders to
? Buyback at a 65% discount to the conversion price ? Exchange the bonds for preference shares that are partly

convertible in 2015 and partly redeemable in 2018.
? Sold their non core assets. Some of them are given

below
? Animal healthcare business to France-based veterinary drug

maker ? Nutritionals businesses to Abbott Laboratories Inc ? 10 hospitals to Fortis Healthcare for Rs 909 crore ? German subsidiary Esparma to Lindopharm.
? Authorized share capital increased to INR 1750 million
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from the existing INR 1250 by creation of 100 million preference share of Rs 5 each on January 19, 2009

2010 Scenario
? Large state-owned Indian bank, holding a

sizeable part of the bonds, converted the instruments into preferential shares ? QVT, a US based hedge fund which had subscribed to about 41% of Wockhardt’s FCCBs proposed an alternative debt restructuring plan
? Mandatory conversion into the Company's shares at

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maturity ? Issuance at a ratio of 1.295 New FCCBs for every Defaulted Bond ? Conversion price at a premium to the price of the Company's shares as on the date of maturity of the Defaulted Bonds

Venus Remedies
? A research and development driven,

pharmaceutical manufacturing company. ? Among the top 50 Indian Pharmaceutical companies of India, the company has outpaced most Indian pharmaceutical companies in its growth and value creation ? The company had issued FCCBs worth USD $12 million at the end of April, 2006 for a period of 3 years.

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April 2006

• • • •

Issued FCCBs worth USD $12 million Money was raised for the modernization of the plants Conversion Price- Rs 437 Due for redemption/conversion on May 2009.

May 2009

• Due to the unfavorable market conditions shares of the company were trading at about Rs 175 • Company unable to redeem the bonds • Big hedge funds and other investors took the company to court with a view of diluting the assets and hence paying off the due

May 2010

• A settlement was finally reached when the company and investors agreed to a rollover of bonds worth USD $5 million for another five years • New conversion price being set at Rs 362 a share • Rest of the USD $7 million would be raised through rupee loans in the home country and hence used to pay off part of the defaulted loan to the investors. • Investors agreed to withdraw the winding up petition

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Rasandik Engineering Industries (India) Ltd
? Auto components company supply metal ?

?

? ?
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components and dyes/moulds to auto OEMs Maruti is its largest buyer (accounts ~75% of its sales) along with Tata Motors, TVS Motors and Bajaj Auto. April 6 2006- issued FCCBs worth $10 million having a tenor of 3 years and 1 day having a conversion rate of Rs.267.88 On April 7 2007-Conversion price re-set to Rs 200.91 and again on April 7, 2008, to Rs 184.40 The bonds matured on April 8, 2009 but the cashstrapped company had failed to redeem them

Reasons of Default
Operational Issues -Pumped in lot of money to setup a plant close to its customer Daewoo Motors but the plant piggybacked Daewoo into bankruptcy -Set up plant for Tata MotorsRemained idle for 8 months till April 2008 -Pumped in US$10 mm into a plant at Singur to cater to Tata’s NanoVenue being shifted to Gujarat resulted in a sunk cost of $3-$4 million.

Financial Issues -Worsening conditions of the economy impacted them. -$36 mm of total debt outstanding against $6 mm of book equity. -$3 mm senior debt repayment and $11 mm FCCB coming up for redemption in 2009. -Shares trading at around Rs 25

Defaulted FCCB issue
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Tata Motors Limited

April 2004 March 2006 July 2008
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• • • • • • • • • • • • • • • •

Tranche I:$300 million Conversion price Rs.780.40 Maturity on march 28,2011 Tranche II:$100 million conversion price of INR 573.10 maturity on March 28, 2009 $100 million raised in Japanese Yen (JPY 11760 million) Convertible at INR 1,001.39 Maturity on February 19, 2011 Repurchased 30 Zero Coupon Convertible notes at a discounted price Outstanding bonds reduced from JPY 11760 Mn to JPY 11460 million Raised $490 million Conversion price INR 960.96 Maturity comes on June 12, 2012 Repurchased 170 Zero Coupon convertible Securities at a discounted price. Outstanding bonds reduced from $490 million to $473 million

15-Apr’09: Tata Motors share prices jumped 12.41% to INR 283.50 on BSE after the company repurchased and extinguished its US and Japan listed foreign currency convertible bonds at 50% discount

Suzlon Energy Limited
? India-based wind power company engaged in the

manufacture of wind turbine generators (WTGs) of various capacities and its components. ? Raised FCCB in 2007 and 2009

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Details Of FCCB issued

2007

• May 2007 • USD $300 million • Maturity-5 Years and one day • October 2007 • USD $200 million • Maturity-5 Years • Conversion price-Rs 1800 (Rs 360 considering a stock split of 5:1 in the following year). • Zero coupon bond withYTM-7.6% calculated on semi annual basis

2009
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• May 2009 • USD $90 million for overseas expansion • Usage of Automatic Route • Maturity -3 years 1 months • Raised USD $71 million dollar • Maturity-3 years 5 months • Usage of Approval Route

Restructuring of Debt
? Restructured its FCCB debt and lowered the

conversion price from RS 360 earlier to Rs 100. ? Outstanding debt stands at USD 211 million and USD 121 million bonds due in June and October 2012 ? Rest of the amount was paid off by buying back the FCCBs, after an approval by the government in 2009

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