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069

Case 069M&A strategyWarm up

Varshik Retirement Fund and Samarthya Pension Trust are considering a merger that would cut the running cost of the combined fund. What are the annual savings, the payback and the gain per member, and what besides cost would drive the decision?

CSCredit SuisseSydney · 2020

1The situation

Varshik Retirement Fund manages Rs 60,000 crore for 12 lakh members and runs at 0.45% of assets a year, covering investment management, administration and member services. Samarthya Pension Trust manages Rs 40,000 crore for 10 lakh members at 0.60% a year. Both are not-for-profit trusts: every rupee of cost comes out of member balances, and there are no shareholders to pay.

The two boards have a proposal to merge. A combined fund of Rs 100,000 crore would run at 0.38% a year, after a one-off integration cost of Rs 150 crore for moving members to one administration platform, merging the investment teams and the legal work.

2Your task

Work out the annual saving, the payback on the integration cost and the gain for a typical member of each fund. Then say what, apart from cost, the boards should weigh.

Quick check

The merged fund would save Rs 130 crore a year. Do the members of both funds gain by the same amount?

Worked solution

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

30-second answerThe answer to give first

The merger saves Rs 130 crore a year, repays the Rs 150 crore integration cost in about 14 months, and is worth about Rs 1,475 crore to members at an 8% discount rate. Running costs fall from Rs 510 crore to Rs 380 crore. The gain is uneven: a Samarthya member saves about Rs 880 a year, a Varshik member about Rs 350. Because the payback is so short, cost does not decide the merger; governance, investment capability and the members' outcomes do.

Step 1Why does a fund get cheaper to run when it gets bigger?

Think of two neighbouring housing societies, each paying its own security agency, accountant and lift maintenance contract. Merge them and one accountant serves twice the flats; the cost per flat drops. A pension fund is mostly fixed cost: a custody platform, an administration system, an investment team and a compliance function cost roughly the same to run for Rs 60,000 crore as for Rs 1,00,000 crore. Varshik's 0.45% on Rs 60,000 crore is Rs 270 crore a year; Samarthya's 0.60% on Rs 40,000 crore is Rs 240 crore. Together that is Rs 510 crore, a blended 0.51%. The merged fund's 0.38% on Rs 100,000 crore is Rs 380 crore, so the saving is Rs 130 crore a year, every year.

Set that against the one-off cost. Rs 150 crore of integration spend divided by Rs 130 crore of annual savings is 1.15 years, about 14 months. Measured against the assets, the integration cost is 15 basis points, less than one year of the fee cut. Treating the saving as a level perpetuity at 8%, the merger is worth Rs 1,625 crore less Rs 150 crore, about Rs 1,475 crore. Even if the merged cost came in at 0.41% instead of 0.38%, the five-year savings would still cover the integration bill, so the cost case does not hinge on hitting the target exactly.

Running cost before and after the merger: Rs 130 crore a year saved, Rs croreVarshik, 0.45% of 60,000270Samarthya, 0.60% of 40,000240Two funds together510 (0.51% blended)Merged, 0.38% of 1,00,000380Integration cost, once150, one-offsaving 130 a yearOne-off cost 150 against a saving of 130 a year: paid back in 1.15 years, about 14 monthsIntegration cost is 15 basis points of combined assets, recovered from the first year's fee cut
The two funds spend Rs 510 crore a year run separately and Rs 380 crore run as one, so the Rs 150 crore integration cost is recovered in about 14 months from a saving of Rs 130 crore a year.
Rs croreAssetsCost rateAnnual costMembers, lakh
Varshik60,0000.45%27012
Samarthya40,0000.60%24010
Two funds together100,0000.51%51022
Merged fund100,0000.38%38022
The merged fund serves the same 22 lakh members and the same Rs 100,000 crore for Rs 130 crore a year less, about Rs 591 per member per year on average.
Step 2What does a member actually gain, and why is it uneven?

The average saving is Rs 130 crore over 22 lakh members, about Rs 591 each a year, but averages hide the split. Fees are charged on balances, so a member gains by the fall in his own fund's rate times his own balance. A Varshik member holds Rs 5 lakh on average and his rate falls 7 basis points, from 0.45% to 0.38%: Rs 350 a year. A Samarthya member holds Rs 4 lakh and his rate falls 22 basis points: Rs 880 a year. Samarthya's members get about three times the saving per head, because their fund was the expensive one.

Small as those numbers look, they compound. A member thirty years from retirement earning 7% gross before fees ends up with 2.0% more at Varshik's new rate than at its old one, and 6.4% more at Samarthya's. On a Rs 4 lakh balance left to grow for thirty years, that is Rs 27.4 lakh instead of Rs 25.7 lakh at retirement. The asymmetry is also the political problem: Varshik's board is being asked to take on an integration project whose benefit mostly lands on the other fund's members. The usual answers are that Varshik's own cost would have risen without scale, that its members gain more from the investment side, or that the merger terms share the integration cost unevenly.

The saving per member is lopsided: Samarthya's members gain three times as muchVarshik member, Rs 5 lakh balanceRs 350 a year (7 bps)Samarthya member, Rs 4 lakh balanceRs 880 a year (22 bps)Compounded over thirty years at a 7% gross return, before the fee:Varshik member: retirement pot 2.0% larger. Samarthya member: 6.4% larger.Varshik's board gives its members the smaller gain, so it needs a reason beyond cost to agree
A Varshik member saves about Rs 350 a year and a Samarthya member about Rs 880, because the merged rate of 0.38% is 7 basis points below Varshik's and 22 below Samarthya's, and over thirty years those gaps compound to 2.0% and 6.4% more at retirement.
Step 3What besides cost should drive the decision?

Three things, and in a real board paper they take more pages than the savings. First, investment capability: a Rs 1,00,000 crore fund can run infrastructure, private credit and property allocations in house and negotiate lower external manager fees, which members only see in returns, not in the cost rate. A gain of 10 basis points a year in net return is worth as much to members as the whole fee saving. Second, governance and regulation: trustees owe a duty to members, and in many jurisdictions the regulator tests whether a fund's scale, cost and performance are good enough and pushes small or weak funds to merge. Confirm the current rules where the funds sit. Third, member outcomes beyond price: insurance cover, service quality, the quality of the default option and whether members lose any benefit in the transfer.

The limit of the cost case is that it is the easy part: Rs 130 crore a year against Rs 150 crore once is a decision in favour on almost any assumption, so the real work is the fit. Two investment philosophies, two administration platforms and two cultures do not merge by signing; the integration cost is an estimate and the savings arrive only when one platform is switched off. An interviewer who asks why two such funds would merge is listening for scale economics, investment access and regulatory pressure, in that order, with the numbers as support.

Where candidates lose it

Candidates stop at the saving. Rs 130 crore a year is the start of the answer, not the end; the interviewer wants the payback, the per-member view and the reasons that are not about cost.

The second slip is treating the gain as equal for every member. The fee cut is 7 basis points for Varshik and 22 for Samarthya, so Samarthya's members gain about three times as much, and that asymmetry shapes the negotiation.

What the interviewer asks next

  • Varshik's board asks for a smaller integration cost share. How would you structure the merger terms to reflect the uneven benefit?
  • If the merged fund's net return improved by 10 basis points a year from in-house investing, how does that compare with the fee saving?
  • What would make you advise the boards against the merger even with these savings?

Asked at Credit Suisse, Generalist, Sydney, 2020 (Wall Street Oasis): what you found interesting about them? - Why would 2 superfunds merge?

← Case 068A sponsor buys Anvara Education at 10x EBITDA with 50% debt. Build a 3 x 3 IRR grid for exits in years 3, 5 and 7 at 8x, 10x and 12x, and say which cell the sponsor should underwrite to.Case 070 →Build a twelve-month subscriber revenue model for Tvarit Broadband with an 8% price rise in month 7 that lifts churn for three months. What are year-one revenue and closing subscribers, and did the rise pay off?

Company names and figures are illustrative.

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