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Holcim to Hexaware & Suven: When Barclays broke the Wall St dominance on Indian Deal St to top M&A sweepstakes


When Arun Saigal, Head of Financing at Barclays Bank India and responsible for covering several large conglomerates met Jugeshinder “Robbie” Singh, Group CFO, Adani, on the 13thof April in Mumbai, to discuss the outlines of a transformative $10.5 billion deal, later codenamed “Project Avenue” Saigal knew “being a “trusted advisor combined with the ability to provide differentiated capital” won’t be enough this time around -“Speed would be of the essence. Barclays has enjoyed a lengthy and deep institutional relationship with the Adani group over several years – having lead all dollar bond issuances for the group, including all debut issuances, in addition to advisory roles in marquee trades like sale of Softbank Energy’s renewable portfolio to Adani Green, Adani Ports acquisition of Gangavaram Ports, plus assisting with strategic acquisitions including Mumbai International Airport as well as several promoter and project financings. But this represented an opportunity. But this represented an opportunity worth throwing the kitchen sink at.

Forty eight hours before that, on a sunny morning on the 11th of April, when Gautam Adani and Jugeshinder “Robbie” Singh, Group CFO, met their counterparts in Holcim in Zurich with an offer to buy to buy the twin Indian assets – Ambuja Cement and ACC – they had very few conditions, said officials from the Swiss building materials giant. That meeting, almost two months, after an initial phone conversation back in February, was crisp and to the point. Adani, chairman of the eponymous conglomerate and India’s infrastructure czar had two conditions. The price Rs 385/share for Ambuja was non-negotiable and there would be no other conditions, save competition commission approval. And within a month, a fully funded offer would be on the Holcim chairman’s table. The Swiss loved the urgency. Since November 2021, ever since Holcim had decided to exit India, its advisors had tested the offer with the usual business groups – Tatas (the original owners of ACC), Vedanta, ArcelorMittal and even JSW but progress was sloppy.

“This gave us an opportunity to immediately scale up,” said Singh, Group CFO, Adani. By combining the power of our logistics and services business,” we believe we can materially alter the economics of cement.” Barclays, Deutsche Bank and Standard Chartered Bank bankrolled the entire deal and helped raise debt at the Adani’s Dubai holding company, the vehicle used for the buyout, and the dedicated cement vertical that was created for the deal. “Barclays helped us underwrite a third of the trade and as M&A advisors also gave their inputs in deal structuring. They were overall a trusted sounding board,” adds Singh.

Even with Baring PE Asia (now Baring EQT), Barclays engaged on Hexaware, in 2018, ideating with the fund what to do with their mid sized IT services firm. That was three years before Baring actually decided to cash out, six months after taking the company private and 8 years after buying a controlling stake. Wall Street bank Morgan Stanley sold Hexaware from from promoter Atul Nishar and PE firm General Atlantic but in summer of 2021, Barclays and JP Morgan got the call for the sell side mandate. Within 4 months, the biggest tech buyout in the country at $3 billion, from Carlyle, another US buyout fund, became the winning bid. ““We had elevated our engagement quotient with Baring across the firm, in India and APAC several months ahead,” recalls Ashish Jhaveri, Head, M&A, Barclays. Even Suven Pharmaceuticals, that got sold on Monday to Advent for a potentially billion dollar plus was a long term engagement.

Simultaneously, Barclays was also carving out the healthcare vertical of Hinduja Global Solutions Ltd across four geographies and selling it to Baring PE Asia (BPEA) $1.2 billion, a first of its kind BPO deal

“The Barclays team has been focussing a lot on tech services,” said Jimmy Mahtani, Partner BPEA EQT. “For Hexaware the entire team put in a lot of effort in terms of covering us across the region, in ideation for months before the actual trade. The entire institution is invested in cultivating relationships. Even in their sponsor financing, they are far more flexible compared to many of their peers.”

It’s on the basis of these relationships and results that Barclays has managed to transform itself in the country breaking the hegemony of the big 5 Wall Street banks in India in the deal league tables – Bank of America, Citi, JP Morgan, Morgan Stanley and Goldman Sachs. A bank that was traditionally known for its vanilla debt market products is now the go to investment bank for corporates and PE groups for complex, even cross border trades. With 12.38% of the total I-Banking fee pool ($42.1 million) in 2022 YTD, it is number one for the first time in M&A sweepstakes as per Dealogic beating JP Morgan, Avendus and Morgan Stanley. Last calendar year they were 5th on the M&A sweepstakes, 31st a year earlier. In debt capital markets (read $ bond issuances) they are on the top slot for a third year running, says Bloomberg data. Standard Chartered Bank, DBS Group, and JP Morgan follow.
“You have to orient your business towards client needs. If you engage early, offer value add advice and not talk products but solutions across the capital structure and give the team the freedom to do so, you have a winning formula,” said Pramod Kumar, Head, Investment Banking, Barclays Bank India.

POWER OF LENDING?

Over the last 24 months, Barclays has co-led around $5 billion on loans for financial sponsors across syndicated loans, structured loans and share backed financing. And that’s exactly the secret sauce, argues rivals. “If you lend your balance sheet, you will get mandates. Even on sell sides like Hexaware, they helped in financing the winner,” said the head of a rival global bank on condition of anonymity.

Kumar disagrees as in many of the advisory mandates the bank had no prior lending relationships. “From Hinduja, SB Energy, Yokohama Group that bought Alliance Tire Group, there was no balance sheet involved. We won the mandates and executed them on our core strength of value added advice for the client.” “It’s unfair if one says its only balance sheet strength. Let’s be honest, often they are not the most cot competitive,” says a senior PE executive who worked closely with Barclays across several trades.

Some in competition do acknowledge that the British headquarters of the bank has been steadfast in their support to the India team despite some dud exposures. “Some years back Barclays was the only foreign bank that had lent to Indiabulls, Dewan Housing, Jindal Steel & Power Ltd (JSPL) and even both the Bhushan Steel companies and Ruchi Soya. The last three went to IBC and lenders had to take haircuts. But no heads rolled in India and they got the backing to bounce back. Today they are among the most aggressive on the street and straddle the entire spectrum of REC to Adani with equal vigour,” said the CEO of a large US Bank in India who did not wish to be quoted.

It shows up as the franchise has taken several new issuers and structures to the international and domestic debt markets, thereby increasing the depth for the Indian corporates across a swathe of products and deals — senior secured financing, mezzanine, corporate hybrids, bonds and other capital instruments – multi sector.

“Unique to the investment bank at Barclays is a Risk solutions business embedded alongside the advisory and financing businesses that helps clients with their foreign exchange and interest rate risk management. Recognized by industry for their content and ability to manage complex risks, this business has managed flows for marquee names over the last few years.”

THE PIVOT

Relatively unscathed post Lehman, Barclays scooped up Lehaman Brother’s North America Investment Baking business but soon was rocked by the Libor scandal in Europe. Then came the decision to exit the “volatile” equities business in Asia Pacific in 2016, “blessing in disguise in hindsight,” fees Kumar, a former Citi banker who has been with the firm for over a decade. Personnel changes followed across the region and headquarters and then came the big reset. Jhaveri, who also cut his deal making teeth in Citi, returned to the bank from Credit Suisse and Sehgal was given additional responsibilities to beef up the corporate banking, financing coverage.

“Pre 2018, we never covered the technology sector. We were an infrastructure, financial services and pharma heavy franchise. Typically the technology sector contributes north of 35% of the total IB fee pool,” says Jhaveri. “With several successful transactions in IT services and Internet, we were not just focused but offering differentiated advice in that space”

Then it became a flywheel effect.

As a firm, a five pronged strategy was also initiated. Double down on tech – both I-T services to startups and SAAS; focus on larger, high value trades, preferably sell sides, go deeper in sponsor (PE) coverage. Once the spots were identified, leverage on sector knowledge. Of the 16 M&A transaction YTD, Barclays had 13 sell sides and 6 of these were $500 million plus transactions.

“We combine a solution oriented – product agnostic approach combined with our global franchise and deep credit understanding to deliver a differentiated offering to clients” adds Saigal. “Ours is not the biggest balance sheet on the street, but our ability to deliver complex solutions that are relevant combined with consistency of client coverage set us apart.”



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