Limited Immediate Benefit from SEBI-RBI Initiatives of Debt to Equity Conversion

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1 Corporate Stress Limited Immediate Benefit from SEBI-RBI Initiatives of Debt to Equity Conversion Debt at 8x Market Capitalisation, Even Full Equity Conversion to Not Help Special Commentary Known Stress (96 Corporates): Corporates which, according to publicly available information, are in NPA or are restructuring their loans within or outside the purview of corporate debt restructuring (CDR) or are rated as D, signifying default by rating agencies Vulnerable (87 Corporates): Corporates with operating profits insufficient to service even their interest and which also lack a strong parent capable of supporting them Not Vulnerable (317 corporates): Corporates with operating profits sufficient to service all their debt obligations or those with weak credit metrics but have strong credible parents or belong to a reputable group theoretically allowing them to have relatively better access to bank debt, capital market debt or equity Scope of Current Study Among the 96 known stress corporates, 59 with on-balance sheet debt of INR2,252.6bn are already in CDR The current study focuses on 120 corporates (debt amounting to INR4,265.5bn), which include Known Stress not tagged as CDR and Vulnerable corporates Analysts Deep N Mukherjee deep.mukherjee@indiaratings.co.in Ankit Sunil Bhembre ankit.bhembe@indiaratings.co.in Limited Immediate Benefit: India Ratings & Research (Ind-Ra) welcomes the synchronised efforts of the Reserve Bank of India (RBI) and the Securities and Exchange Board of India (SEBI) to ease the process of conversion of debt in a listed borrower entity, while the exact procedural details are awaited. The ability of the banks to convert debt into equity will provide another tool in the hand of lenders to fight non-performing assets (NPA), when in future companies show signs of distress. However, the conversion of debt into equity is unlikely to meaningfully benefit lenders as well as corporate borrowers for most of the current set of large corporate borrowers which are already in distress or are close to distress. Ind-Ra has been tracking the credit metrics of 500 largest corporate borrowers (Refer: De-Leveraging Top 500 Indian Corporate Borrowers, 3 December 2014). Late in the Day: Corporates classified as Known Stress and Vulnerable have their market capitalisation eroded by 80%-99% over last two to four years. The debt-to-market capitalisation (median) for these corporates is currently around 8.0. Thus, theoretically even if existing shareholders are wiped out and equivalent debt is converted into equity, it would address only 10%-12% of the total debt. Liquidation a Better Option: The median price to book value ratio for 120 corporates is Even allowing for those instances where book value may not fully reflect the market value of a lot of assets, it appears that the book value would correspond to around 30% of the debt (again assuming existing shareholders are wiped out). The regulators and government should consider ways to liquidate at least some of these corporates to facilitate the recovery prospects of the banks struggling with NPA. Even 51% Conversion May Not be Enough: Banks according to RBI guidelines can invest up to 30% in the equity of a company. As reported in media, SEBI is expected to notify banks a process that will allow them to own up to 51% of equity in listed companies, where their debt may be converted into equity. Most of these 120 corporates were in acknowledged or unacknowledged distress for over two to four years. So, if the debt is reduced by 30% of their equity value based on their current market capitalisation, the leverage number will not reduce meaningfully for three-out-of-four corporates (refer Figures 4 & 5). This implies that the interest servicing ability will also not improve in any meaningful way. Thus, the problem of impending NPA remains unaddressed for corporates which account for around 65% of the distressed debt. Cash Flow Stress Not Addressed, Equity Need Cannot be Bypassed: One of the key challenges being faced by stressed corporates is to improve their cash flow and profitability. This necessitates incremental working capital. Unless the aspect of additional funding is addressed, it looks a tall proposition for these entities to turn around and service the residual debt and provide returns to shareholders. Ind-Ra has estimated that while Known Stress corporates requiring INR2.4trn equity to barely survive as going concerns, Vulnerable corporates would need INR892bn to avoid slipping. So 25

2 even if debt is converted into equity, the question remains as to where the incremental capital will come from. Concerns and Required Clarifications: While details are awaited from both RBI and SEBI as to the exact procedures to facilitate such moves, the agency believes that the guidelines may consider throwing light on some of the following aspects: 1. Further Equity Infusion: Corporates would need equity infusions. Mere conversion of debt into equity by a class of lenders will not serve the need. Once lending banks become shareholders and such a company goes for a fresh equity infusion, the banks would be in a dilemma as to whether they should subscribe to fresh equity to maintain their stake and therefore the bespoke management control. If they decide to subscribe to fresh equity it may raise questions from banks shareholders that whether this is the most optimal usage of bank s resources. Of course, if the bank does not subscribe to fresh equity issuances of such distressed corporate their stake as well as corporate control may reduce. 2. Possible Conflict of Interest: Post conversion of debt into equity, the bank would be a significant owner of the equity stake (say 30%) and would also remain a lender. For corporates which are in distress or close to bankruptcy, the value of one group of stakeholders (say equity owners) is often created at the expense of other stakeholders (say debt holders). Equity holders in such instances prefer to infuse higher volatility to earnings to improve the upside of equity valuation since current valuations may be languishing at historical lows. However, debt holders would be interested in maximising certainty to their cash flow which may be at the cost of chasing growth opportunity. For the success of debt-to-equity conversion, as a tool to improve recovery prospects of bank loans, the concerned regulators would do well to provide guidelines to banks to resolve such dilemma as to whether they should improve the equity value or focus on duly servicing their debt. 3. Reducing Information Asymmetry: Two key issues in this respect a. Minority shareholders more than ever need to know the delinquency status of the companies they own. Thus far, they have to typically wait for the annual report for such disclosures or somewhat non-systematic reports from media. A conversion of debt into equity by lenders is likely to affect existing minority shareholders. Thus, the corporate delinquency status and not just default may be made available to the stock exchanges as and when they happen by the company itself. Default and delinquency are major corporate events and minority shareholders may like to be aware of such developments immediately. b. Post conversion of debt into equity, the bank would be a significant owner of the equity stake (say 30%) and would also remain a somewhat privileged lender compared with other lenders which may not be equity owners with access to board meetings. Guidelines must be provided on how other banks should resolve this competitive disadvantage of information with respect to a bank which is both a lender and a shareholder. 4. Treatment of Debt Converted into Equity: The conversion of debt into equity would necessitate a material change in terms of the existing lenders or debenture holders in relation to the original contractual terms and the debt exchange is necessary to avoid bankruptcy liquidation or a payment default. These exchanges therefore could be treated as Distressed Debt Exchanges and tagged as Default under the Basel guidelines. In the event a strict Basel definition of default is followed, the regulator may consider providing guidelines on how the existing banks may continue to provide additional facilities to such a defaulted entity. 2

3 Appendix Figure 1 Total Debt/Market Capitalisation of 120 Known Stress & Vulnerable Corporates (Excluding Corporates in CDR) Range % count Debt (INRbn) 0 to >1.0 to >3.0 to >5.0 to > ,136.2 Total 3,651.0 Source: Company reports, Ind-Ra analysis Figure 2 Known Stress (34 Corporates excluding CDR): Total Debt to Market Capitalisation 50% of the entities have total debt in excess of 8.0x of current market capitalisation 6% 15% 0.0 to 1.0 >1.0 to % 9% >3.0 to 5.0 >5.0 to 8.0 Source: Company financials & Ind-Ra's analysis 20% >8.0 Figure 3 Vulnerable (86 Corporates): Total Debt to Market Capitalisation 55% of the entities have total debt in excess of 8.0x of current market capitalisation 3% 20% 0.0 to 1.0 >1.0 to % 13% >3.0 to 5.0 >5.0 to 8.0 >8.0 Source: Company financials & Ind-Ra's analysis 9% Figure 4 Minimal Benefit in Net leverage for Known Stress Corporates Marginal shift in median net leverage buckets with 30% debt coversion criteria (x) Median net leverage Negative EBITDA 0 to 3.0 >3.0 to 5.0 >5.0 to 8.0 >8.0 to 10.0 >10.0 a Net leverage calculated based on conversion of 30% of debt to equity Source: Company reports, Ind-Ra's analysis New median net leverageª

4 Figure 5 Minimal Benefit in Net leverage for Vulnerable Corporates Marginal shift in median net leverage buckets with 30% debt coversion criteria (x) Median net leverage New median net leverageª Negative EBITDA >3.0 to 5.0 >5.0 to 8.0 >8.0 to 10.0 >10.0 ª Net leverage calculated based on conversion of 30% of debt to equity No corporates with median net leverage in 0 to 3.0 bucket Source: Company reports, Ind-Ra's analysis 4

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