Indians Leave Bankers in the Cold in $23 Billion Telecoms Mega-Deal

This week’s $23 billion tie-up between Idea Cellular, controlled by the Aditya Birla Group, and the Indian business of Vodafone Group, is the latest example of a trend that is squeezing major international investment banks.

This week’s $23 billion tie-up between Idea Cellular, controlled by the Aditya Birla Group, and the Indian business of Vodafone Group, is the latest example of a trend that is squeezing major international investment banks.

A hotel employee clears a table after Vodafone Group and Idea Cellular news conference in Mumbai, India March 20, 2017. Credit: Reuters/Danish Siddiqui

A hotel employee clears a table after Vodafone Group and Idea Cellular news conference in Mumbai, India March 20, 2017. Credit: Reuters/Danish Siddiqui

Hong Kong/Mumbai: Investment banking business in India should be enjoying bumper fees after a record year of dealmaking. It’s not, and big banks blame in-house teams of advisers that have proliferated as the country’s top family-owned conglomerates tighten their grip.

This week’s $23 billion tie-up between Idea Cellular, controlled by the Aditya Birla Group, and the Indian business of Vodafone Group, is the latest example of a trend that is squeezing major international investment banks.

Many are struggling in a market that has long been difficult, thanks to messy deals, paltry fees and local challengers.

Bankers had been circling both sides of the telecoms mega-merger since it was first mooted late last year, when competition in the sector accelerated dramatically. In India, deals worth more than $1 billion are rare.

In the event, Vodafone hired six advisers: Morgan Stanley, Robey Warshaw, Bank of America Merrill Lynch, Kotak Investment Banking, Rothschild and UBS.

Idea hired none.

Instead of tapping bankers, the Aditya Birla Group relied on their in-house team, which includes Saurabh Agrawal, a former South Asia head of corporate finance at Standard Chartered, whom it hired last year as head of corporate strategy, and former Morgan Stanley banker Ashish Adukia, who joined nearly three years ago.

Earlier this year, it also hired Ankur Dalwani, a former managing director at Jefferies in India, according to a source familiar with the move.

“Investment banking is monthly tracking of revenue that you’ve made, investment banking in corporate is monthly tracking of ideas that you have generated. That’s the difference,” Adukia said in an emailed comment.

The trend, say bankers, is about bringing back control for Indian tycoons behind some of its biggest companies. One source with direct knowledge of this deal said Birla took a direct role in the deal, assisted by Agrawal.

“In some cases, the company in the middle of a transaction won’t even copy the bank advising on the deal when sending mails finalizing the details. It’s all about keeping control of each and every decision,” said one banker who has worked with big Indian conglomerates, including Birla.

“Increasingly you will see the large companies roping in external advisers only in those cases where they can’t bridge the gap. It will mainly involve the markets where they have no presence or no knowledge.”

Doing it yourself

Birla and Idea did not immediately respond to requests for comment on the decision to leave out advisers, although one separate source familiar with the deal said the company felt its team to be “adequately equipped”.

Elsewhere in India’s corporate landscape, high-profile banker appointments have proliferated.

Bank of America dealmaker Ankur Verma joined Tata Group’s holding company last month. A Tata spokesman said Verma will have diverse responsibilities.

Former RBS and CIMB banker Viral Gathani last year joined Vedanta Resources as head of corporate finance strategy. “The financial sector’s position in the global economy is being somewhat curtailed following the various financial crises that we have seen, and the resultant increased regulations on the sector,” Gathani said, in response to a query on his move.

Large Western companies also assemble in-house M&A experts, but they mostly continue to use external advisers while executing large takeovers, and in-house teams in the United States and Europe tend to be modest in size.

Asia, led by China and increasingly India, is challenging that order.

The pain of losing top talent and fees is acutely felt in markets like India, already one of the industry’s toughest regions, where many have pulled back or out altogether.

Compliance demands are rising and competition for talent is increasing, but fees are going in the opposite direction.

Indian companies struck a record $72 billion in M&A deals last year, doubling from the previous year. However, total fees for investment banking, including M&A, debt and equity, declined to $463 million last year from $491 million a year ago, and was sharply lower than $682 million in 2014.

Bankers said many Indian companies no longer wanted deal-specific advisory services, but were looking for advice across due diligence, M&A, debt and equity raising, and did not want to deal with multiple banks for corporate finance services.  “The corporates think they can have a much better control over a transaction if they keep it close to themselves, and can avoid any conflict situation that some of the foreign banksmay have,” said one M&A banker with a US bank.

India Inc’s bet is not without risks, especially for more complex international deals, or where companies require considerable fundraising. But for many, that’s not yet.

“Most of the top Indian corporates are very cash rich and they don’t need balance sheet support, so they would say why waste a few million dollars on purely advisory services?” said one of the bankers with a foreign bank in Mumbai.

“They can get two, three bankers at a fraction of that cost,” he said, referring to their annual salary.

(Reuters)

Banks Fight For $40 Million Fee Pot in Advising on Vodafone India Merger

Vodafone is in talks with Merrill Lynch, UBS and M&A boutique firm Rothschild for advisory roles, say sources.

Vodafone is in talks with Merrill Lynch, UBS and M&A boutique firm Rothschild for advisory roles,  say sources.

FILE PHOTO - A customer enters a Vodafone store in New Delhi, India, December 29, 2015. RETUERS/Adnan Abidi/File Photo

A customer enters a Vodafone store in New Delhi, India, December 29, 2015. Credit: Adnan Abidi/Reuters/Files

Hong Kong/Mumbai: BofA Merrill Lynch, UBS and Standard Chartered are among banks scrambling to win advisory roles in a potential merger involving Vodafone in India, sources said, as they chase a rare big deals-related payday in the country.

The UK’s Vodafone Group said last month it was in talks to merge its Indian subsidiary with Idea Cellular in an all-share deal. The merger will create India‘s largest mobile operator with about $12 billion in sales.

The banks picked to advise on the deal could end up sharing as much as $40 million, according to Freeman Consulting. That is about 10% of the total investment banking fee pool last year in India, where advisory fees are among the lowest when compared to other major global markets.

Vodafone is in talks with Merrill Lynch, UBS and M&A boutique firm Rothschild for advisory roles, three sources with direct knowledge of the development, told Reuters.

Merrill and UBS had earlier been hired by Vodafone on a planned Indian listing. Morgan Stanley has already been picked for the advisory role in the proposed merger, the sources added.

Idea Cellular, part of India‘s metals to financial services Aditya Birla conglomerate, is likely to rope in Standard Chartered and some Indian boutiques to work on the transaction, said the sources.

They said the talks for hiring the advisers have not been completed and the list could change.

Morgan Stanley, Standard Chartered, UBS and Rothschild declined to comment, while BofA Merrill Lynch,Vodafone and Idea did not respond to a request for comment. The sources declined to be named as procedures related to the merger talks are not public.

In India, total fee earned from investment banking services, including M&A, equity and bonds, fell to $462.6 million in 2016, from $491 million a year ago, according to Thomson Reuters data, as equity capital market volume nearly halved.

The $40 million estimated fee pot in the potential Vodafone India deal is small when compared to the payouts from multi-billion M&A deals in advanced markets.

But it is big by standards in India, where M&A advisory fees tend to be 25-50% lower compared to the US, Hong Kong and Singapore, as per industry estimates.

Foreign bankers in India privately grumble about the lack of a substantial number of M&A and equity underwriting deals worth more than $1 billion, making it harder for them to justify costs to their headquarters.

As a result, all large private investment banking deals see tough competition for winning advisory mandates, with global investment banks also vying with a host of local and well-connected boutique banks.

About half a dozen foreign banks had been roped in last year to manage Vodafone‘s highly-anticipated IPO in India, which was set to raise as much as $3 billion.

But with the Vodafone unit now in merger talks with listed Idea, that IPO plan is now off the table, and so is the rare opportunity to earn as much as $60 million in underwriting fees, the sources told Reuters.

(Reuters)