Case 066RestructuringHard
In Kavish Textiles' restructuring, unsecured creditors get the new equity plus rights to buy more at a 30% discount, backstopped for a fee. What does each kind of holder recover?
1The situation
Kavish Textiles' restructuring plan values the business at Rs 500 crore. Its Rs 350 crore of secured debt is reinstated in full. Its Rs 400 crore of unsecured claims receive 100% of the new equity, worth Rs 150 crore at plan value: 15 crore new shares at Rs 10.
Each unsecured holder also gets the right to buy its share of Rs 100 crore of additional new equity at a 30% discount to plan value, Rs 7 a share. The cash stays in the business. A group of holders backstops the offering, agreeing to buy any shares others do not take, for a fee of 8% of the Rs 100 crore, paid in shares at the rights price. The backstop group holds Rs 100 crore of the claims, and holders of Rs 80 crore of claims do not take up their rights.
2Your task
Per Rs 100 of claim, what does a holder recover if it takes up the rights, if it does not, and if it is in the backstop group?
Quick check
Does a holder who ignores the rights still recover the plan's headline Rs 37.5 per Rs 100?
Worked solution
Try it on paper, then open one step at a time.
30-second answerThe answer to give first
Per Rs 100 of claim: about Rs 30.8 for a holder who sits out, Rs 35.2 for one who takes up the rights, and Rs 48.0 for a backstop party, against a headline of Rs 37.5. Discounted rights shares and fee shares take value per share from Rs 10 to Rs 8.22. Buying in at Rs 7 recovers that dilution and more; the backstop group adds its fee and the cheap shares others leave behind. Value moves to whoever can write the new cheque.
Step 1Why does a discounted rights offering move value between creditors?
Imagine a housing society that needs new money for repairs and offers each flat owner extra shares at a discount. Owners who pay in get something worth more than they paid; owners who cannot, or will not, see their slice shrink. A rights offering priced below value is a transfer from those who do not subscribe to those who do. In a restructuring that matters, because the creditors who can write new cheques, usually funds, are not the same as those who cannot, such as trade creditors or small holders.
Work out value per share after the offering. Equity was Rs 150 crore at plan value; the Rs 100 crore of cash raised stays in the business, so equity is now Rs 250 crore. Shares: 15 crore plan shares, plus Rs 100 crore at Rs 7, 14.29 crore, plus the 8% fee, Rs 8 crore paid at Rs 7, 1.14 crore. That is 30.43 crore shares, so each is worth Rs 8.22, not Rs 10. The offering is fully taken up either way, because the backstop buys whatever is left.
Step 2What does each holder recover per Rs 100 of claim?
Work per Rs 100 crore of claim, a quarter of the class. It receives 3.75 crore plan shares and the right to put in Rs 25 crore for 3.57 crore more. Sitting out: 3.75 crore shares at Rs 8.22, a recovery of Rs 30.8 crore, or 30.8 per 100. Taking up the rights: 7.32 crore shares worth Rs 60.2 crore, less Rs 25 crore of new cash, 35.2 per 100 net. The right itself is worth Rs 4.3, because it buys at Rs 7 something worth Rs 8.22.
The backstop group does best. On its Rs 100 crore of claims it subscribes like any participant, Rs 35.2 per Rs 100. It also buys the Rs 20 crore of shares the sitting-out holders leave, 2.86 crore shares at a Rs 1.22 discount each, worth Rs 3.5 crore, and takes fee shares worth Rs 9.4 crore. Its net recovery is Rs 48.0 per Rs 100, about 56% more than a holder who sat out, on the same claim.
| Holder group | Claims | Net recovery per 100 | Net value, Rs crore |
|---|---|---|---|
| Sit out | 80 | 30.8 | 24.6 |
| Take up, outside the backstop | 220 | 35.2 | 77.3 |
| Backstop group | 100 | 48.0 | 48.0 |
| All unsecured | 400 | 37.5 | 150.0 |
Step 3Why do plans use these structures, and what would you check?
The company needs new money and a guarantee that it arrives; the backstop provides both, and the discount and fee are its price. The fair question is whether that price is reasonable for the risk the backstop takes, and whether every creditor had the same chance to join the group. Check the size of the discount against comparable cases, whether small holders could practically participate, and whether the plan value itself is right: if Kavish is really worth more than Rs 500 crore, the discount is even more generous, which is why plan value is fought over so hard.
Where candidates lose it
Candidates quote the headline recovery, Rs 37.5 per Rs 100, for everyone. The rights offering exists precisely to make recoveries differ, so the answer depends on whether the holder writes a cheque.
The second slip is forgetting to subtract the new cash. A participant ends up with shares worth Rs 60.2 per Rs 100, but it paid Rs 25 for part of that, so its recovery is Rs 35.2.
What the interviewer asks next
- The discount is cut to 15%. How does each group's recovery change?
- Why might the court or other creditors object to a backstop group drawn only from the largest holders?
- How would you structure the offering so trade creditors are not disadvantaged?
Company names and figures are illustrative.
