Case 088Capital structure decisionsHard
A holding company borrows Rs 1,000 crore to fund equity in its operating subsidiaries and relies on their dividends to pay interest. Work out double leverage and dividend cover, and judge the risk to its lenders.
1The situation
Prabhanjan Holdings owns controlling stakes in three companies: a power generator, a cement maker and a non-bank finance company. The holding company itself has Rs 2,000 crore of equity and has borrowed Rs 1,000 crore at 9%. Its assets are Rs 2,600 crore of equity invested in the three subsidiaries and Rs 400 crore of cash and other assets.
It has no business of its own. Its income is dividends: Rs 70 crore a year from power, Rs 50 crore from cement and Rs 30 crore from finance, Rs 150 crore in all. Its own running costs are Rs 10 crore a year. Each subsidiary has its own lenders, and the cement subsidiary's loan agreement blocks dividends if its leverage covenant is breached.
2Your task
What is the double leverage ratio and the dividend cover of holding company interest, and how risky is the holding company debt?
Quick check
What does a double leverage ratio of 130% tell a lender?
Worked solution
Try it on paper, then open one step at a time.
30-second answerThe answer to give first
Double leverage is 130% and dividends cover holding company interest 1.56 times after costs, which is thin for money the holding company does not control. Rs 600 crore of the equity it has put into its subsidiaries was borrowed. If the cement lenders block that dividend, cover falls to 1.00x; if the finance regulator also stops one, to 0.67x. Holding company lenders also rank behind every subsidiary creditor, so this debt deserves a lower rating than the group.
Step 1What is double leverage, and why do lenders measure it?
Divide what the holding company has invested in its subsidiaries by its own equity: 2,600 over 2,000 is 130%. Anything above 100% means some of the equity the subsidiaries show on their balance sheets was really borrowed by the parent, so the same rupee is counted as equity below and debt above. That is double leverageWhen a holding company borrows to invest equity in its subsidiaries, so debt at the parent sits on top of debt at the subsidiaries.. A parent who takes a personal loan to give a child the down payment on a flat has done the same: the child's bank sees equity, but the family owes it twice.
Step 2Can the dividends carry the interest?
Interest is 9% of Rs 1,000 crore, Rs 90 crore. Dividends of Rs 150 crore less Rs 10 crore of running costs leave Rs 140 crore, so cover is 1.56x. That looks adequate until you ask who decides the dividends: each subsidiary's board, its lenders and, for the finance company, its regulator, none of whom answer to the holding company's lenders. The cement subsidiary's loan blocks dividends on a covenant breach, which takes cover to 1.00x. A regulator restricting the finance subsidiary's payout too would leave dividends of Rs 70 crore against interest of Rs 90 crore.
Step 3Where do the holding company lenders rank if things go wrong?
Behind everyone in the subsidiaries. The holding company owns shares, so its lenders are paid only from what is left after each subsidiary's own creditors are paid in full. That is structural subordination, and it means that a rating agency would usually rate the holding company debt a notch or more below the group's operating companies. Its real sources of repayment are three: dividends it does not control, selling a stake, or refinancing, which depends on markets being open.
Step 4What would you want as a lender to the holding company?
Size the debt on the stressed dividends. Keeping cover at 1.5x even with the cement dividend blocked allows holding company interest of Rs 60 crore, about Rs 667 crore of debt at 9%, a third less than today. Then ask for a cap on double leverage, a debt service reserve of a year's interest held in cash, and a pledge of listed subsidiary shares with a margin that tops up if their value falls. The limitation: the stresses above assume subsidiaries stop paying entirely, while in practice a board may cut rather than stop, so the true picture sits between the bars.
Where candidates lose it
The common error is judging the holding company on consolidated group ratios. Consolidation adds the subsidiaries' cash flows to the parent's, but the parent's lenders only ever see the dividends, and only after the subsidiaries' own lenders are satisfied.
The second is reading 1.56x cover as comfortable without asking who controls the dividends. One covenant at one subsidiary takes it to 1.0x.
What the interviewer asks next
- Would you rather lend to the holding company or to the power subsidiary directly at 1% less, and why?
- How does a pledge of subsidiary shares change your recovery if the holding company defaults?
- The finance subsidiary needs Rs 300 crore of new equity from the parent. How does that change double leverage?
- Why do rating agencies notch holding company debt below operating company debt?
Company names and figures are illustrative.
