The
last few weeks have been trying times for the Tata group. In the midst
of a crisis in which credit has been difficult to come by, India's leading
business house has been engaged in a troublesome effort at refinancing
large volumes of debt it had raised to partly finance the expensive
acquisitions of Anglo-Dutch steel major Corus and luxury automobile
brands Jaguar and Land Rover (J LR). At the time when these acquisitions
were being made, by group companies Tata Steel and Tata Motors respectively,
there were some who called for caution. They pointed out that the price
being paid for Corus, after a nationalistic bidding war against Brazil's
CSN, was too high, and that buying into an automobile major when the
market for automobiles was set for a downturn may not reflect good business
sense.
Moreover, post acquisition, debt at the level of both parent and the
UK subsidiaries in the Tata group was slated to rise sharply. This made
the group vulnerable when markets shrank or credit conditions tightened.
According to one estimate by Kotak Institutional Equities Research reported
by Joe Leahy of the Financial Times (March 23, 2009), who has been tracking
the Tata predicament closely, the debt accumulated by the Tata group
will exceed Rs. 1,000 billon in 2009, as a result of a Rs. 300 billon
increase over the previous year. Clearly this accumulation of debt by
the parent was warranted only in two circumstances. First, the return
to the acquirer from the acquired companies had to be large enough to
service this debt and amortise it over time. Second, in the interim,
the burden of debt should not weaken and threaten the viability of the
acquiring firm. While there is no evidence that the debt is undermining
the viability of a large and diversified group with a long history like
the Tata's, expectations of reasonable returns from Corus and JLR have
been belied. In fact, they have suffered losses and the parent has had
to infuse additional capital into these ventures. The debt, therefore,
remains and need to be refinanced.
Thos who expressed their reservations when the Tata group resorted to
these acquisitions in quick succession would, of course, feel vindicated.
Their words of caution were then dismissed by Tata executives as being
voiced by misinformed observers incapable of understanding the changed
global market circumstances and Tata's inherent strengths. Their arguments
were also ignored by the media and the government, which in fact were
celebrating India's arrival on the world stage through these and other
similar (Novelis by the Aditya Birla group) acquisitions of global majors
by Indian business houses. In fact, there were signs that, emboldened
by the large foreign exchange reserves India had accumulated, the government
was backing the leveraged overseas forays of India's business groups.
This was one form in which ''India Inc''—or a growing collaboration
between state and private capital in the country after liberalisation—was
being crystallised.
Unfortunately for the Tata's the worst fears of the skeptics came to
pass. Within months after these acquisitions the world witnessed the
onset of a financial crisis that triggered a credit crunch and precipitated
a real economy recession. Industries like automobiles and steel were
among the worst affected. This had two implications. First, sales and
revenues of Corus and JLR were far short of expectations, making it
difficult for these companies to meet commitments on their debt and
reduce the degree of leverage. Second, with much of this debt being
of a bridge loan kind, loans that mature and cannot be repaid have to
be refinanced and rolled over to prevent default. Given current circumstance
this is difficult, as Tata discovered this May, when the $ 3 billion
it had borrowed to finance Tata Motors' acquisition of JLR and another
$4.5 billion it had borrowed for Tata Steel's acquisition of Corus were
due for refinancing.
What is remarkable is that the Tata group has been able to ride the
waves and come ashore safely this time as well. Negotiations on the
volume of the loans that would be refinanced and the terms at which
that would be done continued till the last week before the loans were
due for repayment, triggering criticism that the Tata's were indulging
in brinkmanship. It was clear that the UK government was under pressure
to prevent closure of plants in either the steel or automobile industries.
Using this vulnerability the Tata's initially tried bulldozing the UK
government into giving it support. Tata Motors was reportedly lobbying
for state guarantees for about £500 million in loans from UK clearing
banks and a £340 million European Investment Bank loan. The government,
it was reported, was willing to only guarantee £175 million of
the EIB loan for just six months, in return for a 15 per cent premium.
What is more, the government had demanded the right to choose the chairman
of J&LR and to veto redundancies for this minimal support. Tata
reportedly refused, but whatever support it got did not come easy or
cheap.
While the debt owed by Tata Steel did not result in a similar run in
with the UK government, the Tata's were hard put to deal with that burden
as well. Tata Steel UK had to negotiate a resetting of the terms of
the near £3 billion debt it had taken on to acquire Corus, by
offering to repay around £200 million of that amount, with funding
from its Indian parent. The steel company too has been beset by a host
of problems. It had been the target of a ratings downgrade by credit
rating agency Moody's in March, because of the impact of the recession
on its operating performance and the recognition that the company would
once again have to turn to its parent for financial support. To make
matters worse, a consortium of companies (consisting of Marcegaglia
of Italy, Dongkuk Steel Mills of South Korea, Duferco, an Italian-Swiss
company, and Argentinean firm Ternium's subsidiary Alvory) decided,
unilaterally, to suspend midway a 10-year supply contract that gave
Corus' Teeside plant in the UK a secure market for its products. As
a result Corus had to contemplate selling or shutting down its plant
at Teesside.
All this meant that unless the parent was capable of and willing to
provide substantial additional support, Corus' creditors would have
been unwilling to roll over any debt the firm was unable to repay. The
fact of the matter is they finally did oblige the Tata group. But this
was because the Indian parent offered substantially large sums of money
to its subsidiaries. In the case of JLR alone, the parent has reportedly
infused anywhere between $1.25 billion and $1.4 billion to cover the
losses incurred since its takeover of these then still profitable companies.
Thus the strain of the adjustment forced on its overleveraged UK operations
falls directly on the Tata group in India. So the second question is
the way in which the Indian parent been able to shoulder this burden
with no visible signs of vulnerability, as yet. There are a number of
ways in which the group appears to have financed this burden. To start
with, it has tapped its own brand strengths and the resources of its
shareholders to reduce its exposure to debt. Thus Tata Motors returned
$1.11 billion of its original bridge loan by mobilising funds through
a rights issue, launching a fixed deposit scheme and by selling the
shares of Tata Steel it held. Second, the Tata group has mobilised the
support of the Indian government. Even at the time when the group launched
on its ambitious overseas acquisition strategy, there was evidence that
it had the backing of the Indian government, which too was seeking to
build India itself as a global brand. On the eve of the Corus acquisition,
then Finance Minister P. Chidambaram declared that the government ''will
be ready to help Tatas, if they have any request, to complete the Corus
transaction," though he qualified his statement by saying that
it would only be "general help" in the nature of facilitating
"clearances or approvals or permissions" within the country.
But since then there has been more to this support than first declared.
When the difficulty of restructuring its acquisition-related debt increased,
the Tata group sought and won the support of India's public sector banking
industry, which is unlikely to have acted without the approval of the
Finance Ministry. Even recently, when faced with a credit crunch abroad,
the group turned to the bond market in India to mobilise funds to partly
finance its multiple commitments. This was facilitated by the government-owned
State Bank of India, which led a syndicate of 10 other banks to guarantee
the bond issue, allowing the Tata's to mobilise Rs.42 billion on rather
easy terms. This not only helped Tata Motors' medium-term cashflow,
but helped generate the confidence required among a group of 27 international
banks to persuade them to roll over $1.05 billion of the bridge financing
it had obtained for the JLR acquisition.
There is also speculation that the government may step in to help the
Tata's more directly. Rajiv Dube, President of Tata Motors is reportedly
in talks with the defence establishment to obtain secure orders for
the Land Rover brand. ''They [Land Rover] have been used very widely
by the armed forces around the world so they see this also as a market
of opportunity,'' he is reported to have said (Financial Times, May
29, 2009).
Finally, Tata's have used innovation to obtain support from the Indian
public to for its UK operations. After some hiccups, Tata Motors launched
its version of the ''people's car'' in April 2009, the low-priced Nano,
and called for bookings. When the 16-day booking period ended on April
25, the company claimed it had received 203,000 orders, the advance
deposits against which were placed at Rs. 25 billion. This money was
in essence a loan from the public at large. Tata Motors is only committed
to deliver 100,000 Nanos by the end of 2010. The 103,000 customers who
are not successful in the lottery would have to wait till 2011 and beyond
to drive their Nanos. In the interim they would, of course, be paid
interest at an attractive rate. But the fact that Tata has been able
to leverage the domestic market to maintain an overextended order book
in the middle of the recession means that these customers are unintended
creditors to the company. That money, too, has been crucial to Tata's
survival strategy.
In sum, despite its grievous errors in the form of the crisis-eve, debt-financed
acquisitions of Corus and JLR, the Tata group has escaped a group-wide
crisis by leveraging its brand, the Indian government and the Indian
public. That is indeed remarkable, even if fortuitous to some degree.