Showing posts with label KPMG. Show all posts
Showing posts with label KPMG. Show all posts

Thursday, July 05, 2007

Rating a crater

The more people working on an M&A transaction, the higher the likelihood the deal is a dog. This is doubly true where one of the Big Four and a Credit Rating agency team is involved.

A Year after US hedge fund DB Zwirn acquired a significant stake in Chennai-based NBFC (non-banking finance company) Dhandapani Finance, it has spotted a crater in the company’s balance sheet. Since the hole is big enough to erode Dhandapani’s capital, Zwirn will now have to look at ways to either recapitalize the balance sheet or plan an exit – as per this report.

When Zwirn had picked up 35% stake, it had appointed the management consultancy firm KPMG to carry out the due-diligence. Apparently KPMG did not find anything materially amiss then. Being a deposit-taking NBFC, Rating agency Crisil had on December rated its fixed deposit at FA+/stable. Fun is, the stake of the hedge fund in the NBFC will go up by an additional 10% when its convertible stock kicks in. All in a company that has a gaping hole for a KPMG diligenced balance sheet....and SEBI lines up rating agencies for IPO grading too - poor souls, retail investors....
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Wednesday, April 18, 2007

Post deal carping

One of my distinct character traits is my ability to go-with-the-flow. But of late the goings-on in the PE industry in India and the way they changed the scale of M&A activity is a bit off putting.

It’s manifesting in the way our companies have the appetite and the financial muscle to make global acquisitions, of companies which are several times their size and value. How many of those transactions make economic sense, to the acquirer as well as its investors? Employee morale downturn is almost a given if the cultural mismatch simmers up too soon and drives the best brains out for a walk. I don’t think the apparatus is ready to calibrate it and M&A firms can’t care less. For them, it’s just another deal.

In the US, there are several examples of multi billion dollar acquisitions that didn’t quite click. Mitchell Madison-Whitman Hart, HP-Compaq, AOL-Time Warner and many more. Learning from all that, Indian companies could do well to undertake extensive post deal planning prior to completion of transaction – perhpas immediately after the due diligence is completed and in principle decision made.

In a recent survey by KPMG, 80% of the companies surveyed were not well prepared to handle the smooth transition and integration of two businesses post deal. Yet we only get to hear more about *culture conflicts* which only rank second biggest challenge in it. Another interesting finding was that it took on an average, nine months for companies to get a grip over post-deal issues. Nearly two thirds of the acquirers failed to realize the synergy target, even as 43% of the synergy target was built into the purchase price. Well, competitive pressures can explain why premiums are justified as there could be many bidders to a deal. But astute deal makers will have to apprise the management and make them see more value in the transaction than the asking price and convince themselves why the price is right.

Acquisitive ego can never be allowed to out-compete valuation math, and that sets a great deal maker apart from a good one. I will always argue that a good deal maker should be quick on the uptake where it comes to understanding the client’s business in under an hour. He can learn as he diligences, but should be making early calls on the expediency of the transaction to the acquirer’s business and compare it with their goal. Private Equity houses are found to be adept handlers of post deal issues than corporations. As per the report, 95% of PE houses surveyed have started post deal planning prior to signing as compared to Corporations with 59% score.

It is important for Indian Companies scouting for acquisitions globally to do their homework on post deal issues well in advance. In default, they will be choking on the buy without being able to run with it, especially if it is funded by high cost debt. When managed well, acquisition of global corporations by Indian companies would be seen as a normal business decision.
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