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093

Case 093Indian debt market executionCore

A gold loan company runs a public NCD issue with a base of Rs 100 crore and a Rs 400 crore green shoe, three series and four investor categories. Retail is three times subscribed. Work out allotments and the weighted cost of funds.

1The situation

Kanchira Gold Finance, a gold loan company, runs a public issue of secured NCDs: a base issue of Rs 100 crore with an option to retain oversubscription of up to Rs 400 crore more, Rs 500 crore in all. Investors choose from three series: 24 months at 9.00%, 36 months at 9.25% and 60 months at 9.50%, with high net worth and retail investors paid 0.25% more on every series. The offer document reserves 10% of the issue for institutions, 10% for non-institutional investors such as companies, 40% for high net worth individuals and 40% for retail.

Bids come in at Rs 30 crore from institutions, Rs 40 crore from non-institutional investors, Rs 150 crore from high net worth and Rs 600 crore from retail. The offer document allows unsubscribed portions of other categories to be given to retail, and allots within an oversubscribed category in proportion to bids. Across categories, 30% of money goes to the 24-month series, 45% to 36 months and 25% to 60 months. Issue costs, including arranger and broker fees, are 1.5% of the amount raised.

2Your task

How much does each category receive, what share of their bid do retail investors get, and what does the money cost Kanchira all in? Which rules would you confirm?

Quick check

Retail bids Rs 600 crore against a Rs 200 crore reservation. What share of each retail bid is allotted?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

The full Rs 500 crore is raised: institutions get Rs 30 crore, non-institutional Rs 40 crore, high net worth Rs 150 crore and retail Rs 280 crore, 46.7% of each retail bid. The three under-filled categories leave Rs 80 crore, which moves to retail. The weighted coupon is about 9.45%, and with 1.5% of issue costs the all-in cost is about 10.09% a year. Reallocation, allotment basis and minimum subscription rules must be confirmed in current SEBI rules.

Step 1How do the category limits decide who gets what?

A public issue is split into buckets before anyone bids. Each category can receive up to its reservation; a category that bids less gets everything it asked for, and a category that bids more is cut back. Institutions, companies and high net worth together bid Rs 220 crore against Rs 300 crore reserved, so all three are filled in full and leave Rs 80 crore unused. It is like a wedding caterer who plates food by table: tables that eat less leave food that the busiest table can then share.

Step 2What happens to the oversubscribed retail book?

Retail's Rs 200 crore reservation plus the Rs 80 crore passed to it gives Rs 280 crore to share among Rs 600 crore of bids. Allotted in proportion, each retail applicant receives 46.7% of what it applied for, against 33.3% if the unused money had not been moved. Someone who applied for Rs 3 lakh gets about Rs 1.4 lakh. Many Indian public NCD issues instead allot by date of application, first come first served, with proportionate allotment only on the day the category fills; which basis applies is set out in the offer document, and the reader should confirm the current SEBI rules.

Bids against allotment by category, Rs crore3030Institutionalreserved 504040Non-institutionalreserved 50150150High net worthreserved 200600280Retail200 + 80 moved in: 46.7% of bidsapplied forallottedcategory reservation
Institutions, non-institutional investors and high net worth bid less than their reservations and are allotted in full, leaving Rs 80 crore that moves to retail, so retail's Rs 600 crore of bids receive Rs 280 crore, 46.7% of each application.
Step 3What does the money cost Kanchira?

Weight each coupon by the money in it. High net worth and retail, Rs 430 crore of the Rs 500 crore, earn the extra 0.25%, and the series mix averages 3.20 years. The weighted coupon is 9.45%, and spreading 1.5% of issue costs, Rs 7.5 crore, over those years lifts the all-in cost to about 10.09% a year. The issue costs matter more than they look: on a three-year average life, 1.5% upfront is roughly half a point a year.

SeriesShare of moneyCoupon, institutionsCoupon, HNI and retail
24 months30%9.00%9.25%
36 months45%9.25%9.50%
60 months25%9.50%9.75%
Weighted, all categories100%9.45%
All in, with 1.5% issue costs10.09%
Coupons by series and category. Because 86% of the money comes from high net worth and retail investors who earn 0.25% more, the weighted coupon is 9.45%, and issue costs raise the all-in cost to about 10.09%.
Step 4Which rules would you confirm before running this?

Four, all set by SEBI's rules for public debt issues and the offer document. The category reservations and whether unsubscribed portions can move between categories; the basis of allotment, proportionate or by date; the minimum subscription, usually a share of the base issue, below which the issue must be withdrawn; and the limit on how much oversubscription the green shoe can retain. Each has been revised over time, so the numbers in this case are illustrative, not current. The desk view: a gold lender with a loyal retail base can fill a large green shoe cheaply, but it pays for that base in a higher coupon and in distribution costs.

Where candidates lose it

The common slip is allotting retail 33.3% and leaving Rs 80 crore unraised. Read the offer document's reallocation clause: unused reservations elsewhere usually flow to the oversubscribed categories, and the issue raises its full Rs 500 crore.

The second is quoting the coupon as the cost of funds. The retail premium and 1.5% of issue costs lift the real cost by more than half a point.

What the interviewer asks next

  • What if institutions had bid Rs 120 crore against their Rs 50 crore reservation?
  • Why do gold loan companies raise so much from retail NCD issues rather than from banks?
  • How would a credit rating downgrade between filing and opening affect the issue?
← Case 092A steel company is in insolvency resolution. A bidder offers Rs 2,400 crore upfront plus Rs 600 crore deferred over three years. What is the bid really worth, and how might it be shared among secured, unsecured and operational creditors?Case 094 →Evaluate a five-year secured bond from a logistics company at 10.25% and identify all the relevant risks: EBITDA Rs 180 crore, debt Rs 720 crore, one customer at 38% of revenue and a heavy warehouse lease book.

Company names and figures are illustrative.

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