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091

Case 091Commercial and market casesCore

Commercial case: an industrial water treatment company with Rs 350 crore of revenue, 45% of it from five customers, in a market growing 11% where it holds 8% share. Assess market, position and concentration, and say what the sponsor must believe.

Advent InternationalLondon · 2023

1The situation

Pravah Water Tech designs, builds and services effluent treatment plants for textile, pharmaceutical and food factories. Revenue is Rs 350 crore at a 16% EBITDA margin, Rs 56 crore. The market, as the deck defines it, is growing 11% a year on tighter discharge rules, and Pravah's share is 8%. Its five largest customers are 15%, 10%, 8%, 7% and 5% of revenue, 45% together; the largest is a pharmaceutical group with plants in three states. Contribution margin on lost revenue is about 35%.

You have thirty minutes with the deck before meeting the partner.

2Your task

Assess the market, Pravah's position in it, and the concentration risk with numbers, then state the two or three things the sponsor must believe to invest.

Quick check

The top customer is 15% of revenue. Roughly how much of EBITDA goes if it leaves?

Worked solution

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

30-second answerThe answer to give first

Attractive market, mid-sized position, fragile revenue: the case turns on the contracts behind the top five customers. The market is about Rs 4,375 crore, growing 11%, and Pravah's 8% share makes it a meaningful but not leading player. Losing the top customer, 15% of revenue, cuts EBITDA from Rs 56 crore to about Rs 38 crore, a third. The sponsor must believe that the five relationships are multi-year service contracts with switching costs, that the share holds as the market grows, and that the concentration falls as new plants are won.

Step 1How big is the market, and is 8% a good place to be?

Size it from the share. Rs 350 crore at 8% implies a market of about Rs 4,375 crore, which at 11% growth becomes Rs 7,372 crore in five years; holding share takes Pravah to Rs 590 crore without winning a single point. Regulation-driven demand is the kind a sponsor likes, because the customer is not choosing to spend. But ask how the deck defined the market: if it includes municipal plants and desalination, Pravah's real share of industrial effluent treatment may be higher and the growth lower. An 8% share in a fragmented market means there are rivals to buy and rivals who can undercut; it is a position to build from, not a moat.

Step 2What does 45% from five customers do to the company?

Turn the shares into profit. A food stall outside one office building has good margins until the building empties. The top customer is Rs 52.5 crore of revenue; at a 35% contribution marginRevenue less the costs that disappear with it. Fixed costs such as the design office and service depots do not fall when a customer leaves. that is Rs 18.4 crore of profit, and EBITDA falls from Rs 56 crore to about Rs 38 crore, 33% of it, because the engineers and depots stay. Lose the top two and EBITDA is about Rs 25 crore. With leverage on top, that is the difference between a comfortable deal and a covenant breach, which is why concentration is a debt question before it is an equity question.

A good market and a fragile company: 8% of a growing market, 45% of it from five buyersWho pays the bills: cumulative share of revenue25%50%75%100%1510customers, largest firsteven spread over 50top customer 15%top five 45%Where it stands in the market, Rs croreMarket 4,375Pravah 350, 8%todayMarket 7,372590 at 8%year 5, growing 11%Lose the topcustomer:EBITDA 56falls to 38(33% of profit)
Five customers pay 45% of Pravah's revenue and the largest pays 15%, far above an even spread, while the company holds 8% of a Rs 4,375 crore market growing 11%; losing the top customer alone takes EBITDA from Rs 56 crore to about Rs 38 crore.
Rs croreTodayLose top customerLose top two
Revenue350297.5262.5
Contribution lost at 35%(18.4)(30.6)
EBITDA5637.625.4
EBITDA margin16%12.6%9.7%
Because fixed costs do not leave with a customer, losing the top account takes 33% of EBITDA on 15% of revenue, and losing the top two takes 55%; the margin compresses with each loss, which is what a lender will model first.
Step 3What must the sponsor believe?

Three things, each checkable. First, that the top five are under multi-year operate-and-maintain contracts with real switching costs, so the 45% is sticky revenue rather than five tenders that come up every year. Second, that Pravah can hold 8% as the market grows, which means its order book is growing at least as fast as 11%. Third, that concentration falls, so the new plants being won are with new customers, not more sites for the same five. The diligence asks follow directly: contract terms and renewal history by customer, order book growth, and the customer mix of the last two years of wins. If the pharmaceutical group is building its own in-house treatment capability, the case is dead whatever the market does.

Then give the view. A commercial case ends in a sentence the partner can repeat: good market, credible position, and a price that must reflect the chance of losing a third of the profit to one phone call. That is not a no; it is a reason to structure with less debt than the margin alone would suggest, and to put a customer-retention earn-out in front of the seller.

Where candidates lose it

The usual loss is answering the market question well and treating concentration as a bullet point. The interviewer wants the loss of the top customer converted into EBITDA, not revenue, and most candidates stop at 15%.

The second is accepting the deck's market definition. Share is only meaningful against the market the company actually competes in, and a sponsor who takes the seller's denominator has outsourced the first step of the analysis.

What the interviewer asks next

  • The top customer's contract has a 90-day termination clause. How does that change the debt you would put on the deal?
  • A rival with 12% share is for sale. Would merging fix the concentration problem or hide it?
  • What evidence would persuade you that regulation-driven demand is durable rather than a one-off compliance wave?

Asked at Advent International, Business Services, London, 2023 (Wall Street Oasis): Intense and fully comprehensive (LBO modelling, commercial case, investor mindset)

← Case 090Enterprise value is somewhere between Rs 650 and Rs 850 crore; the stack is Rs 500 crore senior, Rs 300 crore second lien and Rs 200 crore unsecured. Where would you invest, and what is the fulcrum security's recovery range?Case 092 →Take-home SaaS case: ARR Rs 250 crore, net revenue retention 115%, gross churn 8%, new ARR Rs 60 crore a year. Project ARR for five years, value it at 8x, and show what happens if retention falls to 100%.

Company names and figures are illustrative.

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