Domestic Capital Markets
MBL Infrastructures Ltd. - Rs. 1,026 Million IPO
MOIAPL managed the Rs. 1,026 Million Initial Public Offer in December 2009 for MBL Infrastructures Limited as the sole Book Running Lead Manager. The Company was looking to raise equity funds under the IPO route to finance purchase of equipments and fund working capital for executing its rapidly growing order book. Also, enhancement in networth through equity infusion was desired to bid larger and complex projects including BOT projects as prime contractor as well as for investments in joint ventures with reputed organizations. MOIAPL assisted the Company with preparing the Offer Document, coordinating with SEBI and the stock exchanges, devising a marketing strategy for institutional, retail and HNI investors and finally listing the company successfully on the Indian bourses. Prior to the opening of the issue, MOIAPL was able to bring in Reliance Infra fund and GMO, Mauritius as Anchor Investors aggregating to maximum permitted size equal to 15% of the issue. The issue was priced at the upper end of the price band and subscribed 1.40 times. MBL Infrastructures Limited is engaged in the construction and maintenance of roads and highways, industrial infrastructure projects and other civil engineering projects in various states in India. The Company successfully completed its first road project of 114 kms under the Build Operate Transfer model.
.png?n=6300 "TOP")
Archidply Industries Limited - Rs. 489 Million IPO
MOIAPL was the sole Book Running Lead Manager to the Initial Public Offer for Archidply Industries Limited, launched in June 2008. The proceeds from the IPO were to be used for setting up a new manufacturing facility of Plain Particle Board (PPB), Pre Laminated Board (PLB), decorative plywood and medium Density Fibreboard (MDF) and margin money for working capital. MOIAPL’s role was to assist the Company in preparing the Offer Document, coordinating with SEBI and the stock exchanges, devising a marketing strategy for institutional, retail and HNI investors and finally listing the company successfully on the Indian bourses. In this issue, MOIAPL was able to showcase its ability to successfully manage and market an issue to retail and HNI clients with subscription levels of 1.06 times and 2.23 times respectively. Archidply is a manufacturer of wood panel products and decorative surfacing products in three locations, Rudrapur, Mysore and Chintamani, with a network of branches, distributors and dealers across India.
Zylog Systems Ltd. - Rs. 1,260 Million IPO
Zylog Systems Limited is a 12 year old mid-sized solutions based IT Services Company with strong domain expertise in BFSI, Telecom, Pharma & Life sciences, Retail and Manufacturing. Head quartered in Chennai. Zylog has offices in 10 cities across US, Singapore and London. The company had planned a total capex of Rs. 1,830 million to finance their 2,050 seat Offshore Development Centres in Chennai, to create a war chest for acquisitions and to meet their working capital requirement. MOIAPL proposed that the company raise funds through the IPO route. Over a nine month period, MOIAPL devised a carefully calibrated strategy to ensure that the IPO was a success. To help improve the investor profile of the company, MOIAPL advised the company to raise part of the funding requirement through pre-IPO placement of equity shares at a 23% discount to IPO price. UTI Ventures and Argonaut Ventures were inducted as shareholders in March 2007 for Rs. 438 million. Subsequently, the Company went public in July 2007 for raising further funds of Rs.1,260 million. MOIAPL was able to successfully manage and place this issue at a time when the outlook for IT companies was not favorable on account of sharp rupee appreciation vis-à-vis the US Dollar. MOIAPL leveraged its network of 1,257 business locations and its strong relationship with institutional clients and HNI clients to aggressively market the IPO. Consequently, the issue was over subscribed 75 times over all, with total applications 258,036 received. The QIB portion was oversubscribed by 85 times, HNI 138 times and retail over 34 times.
Jai Balaji Industries Limited - Rs. 1,900 Million QIP
Jai Balaji Industries Limited is an emerging metallics company in India with a capacity of 1 Million tonnes per annum. As a part of its backward integration strategy, the Company was desirous of developing iron ore and coking coal mines allotted to it. Rs. 1,900 Million of equity funds was mobilized through the QIP route. MOIAPL jointly managed this fund raise for the Company. MOIAPL actively organized roadshows for the management of the Company at Hong Kong, Singapore and London, facilitated meetings with key funds and successfully closed the issue in October 2009 within a day. The issue was subscribed by eleven investors including 9 FIIs.
Dewan Housing Finance Limited - Rs. 2,100 Million QIP
Dewan Housing Finance Limited, is among the leading specialized housing finance companies in India with a portfolio of Rs. 58 Billion. The Company was desirous of expanding its capital base to capitalize on the growing level of housing demand in India by increasing its housing loan portfolio. Dewan Housing was keen to diversify its investor profile and therefore, the QIP route for raising capital was adopted. MOIAPL as the Sole Arranger marketed the issue to a diverse set of international and domestic funds, assisted in preparing the offer documents, liased with the Stock Exchanges. The offer was open for a day in July 2009 and MOIAPL was able to get subscription from 23 investors including 15 FIIs and 8 domestic mutual funds.
Bank of India - Rs. 13.6 Billion QIP
Bank of India was contemplating raising approximately Rs.13.6 Billion from the domestic equity capital markets in the quarter ended March 2008 to augments its capital. The Bank was the first among the public sector banks to tap the capital markets using the QIP route. MOIAPL was among the team of seven merchant bankers selected by the bank to lead this prestigious issue. The targeted investor base was divided among the seven merchant banks for marketing the issue. Leveraging its investor contacts, MOIAPL along with its partners, was able to open and close the issue within a short time period thus mitigating any adverse impact on the success of the issue arising from volatility in the market.
International Capital Markets
Sintex Industries Limited – US$ 225 Million FCCB Offering
Sintex Industries Limited, one of the leading manufacturers of plastic products in India and multiple manufacturing facilities across India, has been aggressively pursuing acquisition of overseas companies with an objective of entering new markets and acquiring latest technology in its business. In order to implement its acquisition strategy, the company estimated a capital requirement of US$225 Million and was evaluating various options to raise funds. MOIAPL advised the Company to raise the said amount by issuing Foreign Currency Convertible Bond (FCCB) as : a) the company could raise funds at a premium to the prevailing market price; b) it would have minimum impact on the income statement and; c) at the same time it would diversify investor base and ensure participation of high profile investors. MOIAPL facilitated the FCCB issue process during the quarter ended March 31, 2008 and helped the company raise USD $225 Million. Despite the liquidity and credit tightening caused during that quarter on account of the global sub-prime crisis, MOIAPL could successfully leverage its strong relationships with Foreign Institutional Investors and put to use its credit structuring capabilities to propose an instrument that met the risk-return expectations of the investors as well as meet the objectives of the Issuer.
Private Equity Syndications
Ind-Barath Power Infra Pvt Ltd. - Private Equity of Rs. 4,250 Million
Following the first round private equity funding of Rs. 2,900 Million in June 2007 syndicated by MOIAPL, Ind Barath Power Infra Limited was looking to raising equity for seeding new power projects of 1000 MW and finance acquisition of coal mines in Indonesia. MOIAPL advised the Company in raising second round of funding of Rs. 4,250 Million from three Private Equity Funds including Citigroup Venture Capital, Bessemer and Sequoia. MOIAPL was successful in raising second round funding at a pre-money valuation of 2 times the valuation at which the first round of investment was completed. With this investment, IBPIL has emerged as one of the prominent private sector power generation companies in India with operational capacity of 305 MW and additional projects aggregating to 3,050 MW capacity under various stages of implementation.
Vuppalamritha Magnetic Components Limited - Private Equity of Rs. 1,100 Million
Vuppalamritha Magnetic Components Limited (“VMC”) is a technology company focused on telecom equipment and power conversion products. MOIAPL has been advising VMC since December 2007 when the company had closed the previous financial year with net worth of Rs. 138 million and annual revenues of Rs. 590 million. The company, at that stage, was constrained by its net worth credentials and working capital requirements to address the available growth opportunities. MOIAPL was the sole advisor to VMC for the private equity round in October 2008 wherein Fidelity invested Rs. 1,100 million as equity into the company. Following the private equity infusion, MOIAPL has closely worked with the company to enhance its debt facilities also to provide the right platform for the company to capitalize on the opportunities in the rapidly growing telecom space. Today, VMC has emerged as one of the leading Indian telecom equipment companies with annual revenues in excess of Rs. 12,000 million and net profit of around Rs. 1,000 million.
Ind-Barath Power Infra Pvt Ltd. - Private Equity of Rs. 2,900 Million
Ind-Barath Power Infra Private Limited (“IBPIL”) a privately held company with a portfolio of ten diverse power generation projects had a requirement to raise equity funds of Rs. 2,900 Million towards fulfillment of its equity commitment towards projects under development. MOIAPL, acting as the sole advisor to the IBPIL, successfully ran a Private Equity capital raising process with multiple investors. After receiving bids and several rounds of negotiations, Citigroup Venture Capital (“CVC”) and UTI Ventures were inducted as equity investors. The valuation was linked to the achievement of certain key milestones for projects under development, to optimise dilution of promoters’ holdings in the company. This was the first private equity deal in the Indian power generation space and highlighted significant appetite among international investors for quality deals within the power sector. In addition, the funding was amongst the largest investment in India for CVC. Also this transaction helped establish a suitable platform for the company to consider significant capacity expansion as well as pursue backward integration for exploiting economies of scale resulting from capacity expansion.
Structured Finance and Syndications
Om Logistics Limited - Domestic Acquisition Financing
Om Logistics Limited is a provider of supply chain management services to its clients through multi-modal logistics and multi-locational warehousing facilities. It counts the leading auto manufacturers and automotive suppliers in India as its major suppliers. The Company wanted to reduce its revenue dependence on auto sector by diversifying into other sectors. It had identified a company in the telecom logistics space for acquisition. MOIAPL closely worked with the company to help them avail acquisition finance to consummate this domestic acquisition. MOIAPL’s role was to prepare the information note, structure the transaction, present business case to lenders, assist in documentation and manage the transaction closure. Since then, MOIAPL has worked with the company to refinance high cost debt and raise private equity to expand warehousing space.
Om Ind-Barath Power Gemcom Limited - Rs.1,650 Million Project Finance
Following the infusion of private equity in June 2007, Ind Barath Power Infra Private Limited enhanced the scale of its thermal power plant located near Tuticorin, Nadu. The capacity was proposed to be increased from 126MW to 189MW at an outlay of Rs. 2,350 Million. MOIAPL was instrumental in raising funding for the increased debt requirement of Rs. 1,650 Million for establishing and implementing the additional 63MW of the project. The funding was mobilized via a mix of domestic and foreign currency long term borrowings. Since the 126MW project had already achieved financial closure with sanctioned debt of Rs. 3,450 Million, the challenge in raising additional debt funding was to get approval from existing lenders for enhanced scope of project and terms of the additional borrowings.
Punjab Chemicals and Crop Protection Ltd. - US$ 54 Million Acquisition Finance
Punjab Chemicals and Crop Protection Limited had identified a company (“Target Company”) based out of the European Union for acquisition and required US$ 54 Million for completing the purchase of 100% shareholding of the Target Company. Since the time period to complete the transaction was short for raising the said amount by way of equity, MOIAPL advised the Company to finance the acquisition using debt which, at a more opportune time & based on improved post-acquisition valuations of the company, could be substituted with equity capital. On MOIAPL’s advice, the company incorporated a borrowing vehicle in the European Union for raising debt. The amount of debt raised in the European entity was fixed at an amount that the Target could comfortably service out of its projected cash flows. The balance amount (around 25% of the total debt) was raised as a mezzanine facility against the shares of the Borrowing vehicle (to be repaid from dividend flows of the Target Company) and as senior debt in the Indian company against its unlevered assets. Being an aggressive financing case, MOIAPL’s role was to prepare a compelling business case for banks to invest in the transaction. As the funds infusion was required both in India and overseas, banks and investors had to be contacted at these locations. The critical ingredients to above transaction were negotiations conducted with the seller and its bankers, our structuring capabilities, our ability to present a compelling case to banks and leveraging our relationship with banks/investors at various levels to sell the above aggressive investment proposal.
Merger and Acquisitions Advisory
Shree Renuka Sugars Limited - Acquisition of Vale Do Ivai, Brazil
In the first ever outbound cross border M&A transaction in the sugar industry, MOIAPL was the sole Strategic & Financial Advisor to Shree Renuka Sugars Limited, India's leading sugar refiner and manufacturer. Given status of Brazil as the largest producer of sugar and India as largest consumer of sugar, securing a presence in Brazil through acquisition of Vale do Ivai was the key to SRSL’s strategy of becoming a scaled global player with complimentary businesses encompassing the entire value chain. The acquisition was closed at an Enterprise Value of US$ 240 Million and also involved restructuring of the Target Company borrowings as a part of the Closing.
MOIAPL was involved at every stage of the acquisition starting from target identification, business evaluation, due diligence facilitation, negotiations, documentation and debt restructuring. The management of overseas transaction from India was a challenge and we interacted with numerous advisors, due-diligence agencies and banks based in Brazil for successful consummation of the deal.
Aban Offshore Limited - Acquisition of Sinvest, Norway
MOIAPL acted as exclusive strategic and financial advisor to Aban Offshore Limited to acquire controlling stake in Sinvest, a listed Norway incorporated rig owner and operator engaged in providing related support services to oil majors. The transaction happened to be the largest outbound transaction from India for 2006 and catapulted Aban Offshore among the top 15 jack-up rig owners and operators in the world. MOIAPL was also engaged in arranging funding of the transaction from a consortium of nationalized Indian banks, a first in the history of deal making in India.
Real Estate Advisory
Entertainment World Developers Pvt. Ltd. - US$ 38 Million Private Equity
Entertainment World Developers Private Limited (EWDPL) is uniquely focused on development and management of Malls, Multiplexes and Residential townships in non-metro cities of India. EWDPL had completed a round of private equity financing based on its flagship project Treasure Island’s runaway success. Subsequently, the company was pursuing opportunities to develop 13 more projects across 8 cities under various formats. To fund their growth plans, EWDPL needed to raise additional capital without diluting the terms agreed with the initial investor. MOIAPL structured and marketed a convertible equity structure which met all of the following objectives:
1. Helped EWDPL raise capital at the appropriate level within the regulatory framework.
2. Was neutral to the stake of the existing investor.
The structure of the instrument linked conversion to the company’s business performance, thereby providing for lower dilution on meeting business plan expectations