How Piramal bid for DHFL scores higher

New Delhi: The Piramal bid for DHFL assets offers higher upfront cash than the bid by Oaktree by almost Rs 1,000 crore.

As part of the RFRP, the Committee of Creditors (COC) has shared a purely objective scoring grid. This is a weighted average of upfront cash amount and the NPV offered by each bigger. Piramal bid scores highest on this quantitative score, experts said.

The Piramal bid is unconditional, and does not have build in options for revoking the bid, or revoking pricing at a later date etc.

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As per law, no foreign entity is allowed to hold more than 49 per cent of an insurance company at any time. At present, Primerica already holds 49 per cent in DHFL’S insurance subsidiary.

This Oaktree bid would be unable to consummate the transaction, because of their inability to hold the insurance company even momentarily. The Piramal bid offers a clean solution in this context whereby either (a) the entity can be sold by lenders through an open process, or (b) in cases that fails, can be bought by Piramal for a pre-specified sum. No foreign bidder can offer this certainty. And any potential structure (like use of an intermediary AIF fund etc) would need explicit IRDA approval.

Piramal bid proposes to merge their Financial Services business into DHFL. This makes available the Rs 10,000 crore of equity for growing and investing in this business. Compared to this, the competing bid offers Rs 1 lakh.

The Oaktree bid asks lenders to keep aside Rs 1,500 crore of their own money in an escrow, to cover for any potential outflow that might arise for them related to the insurance business. In effect, this is a reduction in the actual upfront cash they are bringing in. If this is removed from their bid, the Piramal bid has a higher NPV as well, this being superior on all dimensions.

Piramal had bid for DHFL on a going concern basis, intending to invest in and grow the business. The bid promises that employment of staff will be protected, and the business grown. It is not a bid that loads a lot of debt on the entity, strips out assets, and creates financial returns for distress sector investors.

The Piramal bid specifically takes care of FD holders. Once the COC members decide on allocation of the total consideration they get, whatever they allocate to FD holders, Piramal has committed to top up another 10 per cent on top of that, out of their own pocket over and above the total bid amount.

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