Case 015Corporate credit and ratingsHard
A holding company with no operations services its debt from dividends paid by a cement subsidiary and a power subsidiary, and the power subsidiary's loans block dividends above 4 times leverage. How safe is the holding company's debt?
1The situation
Rovalda Holdings has Rs 2,000 crore of its own debt at 9% and no operations of its own. It pays interest from dividends: Rs 150 crore a year from a cement subsidiary and Rs 90 crore from a power subsidiary. Neither subsidiary guarantees the holding company's debt.
The power subsidiary's lenders have a covenant that blocks dividends if its debt exceeds 4.0 times EBITDA. It has Rs 3,800 crore of debt and EBITDA of Rs 1,000 crore, 3.8 times. The holding company holds no cash reserve and its debt is due for refinancing in three years.
2Your task
What is the holding company's interest cover with and without the power dividend, and how would you assess its credit?
Quick check
How far does the power subsidiary's EBITDA have to fall before its dividend is blocked?
Worked solution
Try it on paper, then open one step at a time.
30-second answerThe answer to give first
The holding company covers its Rs 180 crore of interest 1.33 times with both dividends, but only 0.83 times without the power dividend, a Rs 30 crore shortfall. That dividend is blocked if power EBITDA falls just 5%. Holding company lenders are structurally subordinated and depend on what subsidiary lenders allow up, so this credit is weaker than either subsidiary.
Step 1Where does a holding company's cash actually come from?
Picture a parent whose only income is what two grown children choose to send home each month, after they have paid their own rent and loans. A holding company with no operations can pay its lenders only from dividends, and each subsidiary pays its own creditors first and sends up only what is left and permitted. That ranking is structural subordinationLenders to a parent company rank behind the creditors of its subsidiaries, because the parent only owns shares in them.: the holding company's lenders stand behind every creditor of the cement and power companies.
Step 2What is the cover, with and without the power dividend?
Interest is Rs 2,000 crore times 9%, Rs 180 crore. With both dividends, Rs 240 crore covers it 1.33 times; with the cement dividend alone, Rs 150 crore covers it 0.83 times, leaving Rs 30 crore unpaid. Nearly two fifths of the holding company's income, 37.5%, depends on a covenant that is close to biting.
How close? The power subsidiary has Rs 3,800 crore of debt. At 4.0 times, that needs EBITDA of Rs 950 crore. A 5% fall in power EBITDA, from a poor monsoon for hydro, a tariff dispute or a plant outage, blocks the dividend entirely. The cover does not fall gradually; it drops from 1.33x to 0.83x in one step when the covenant trips.
| Scenario | Dividends in | Interest | Cover | Surplus or gap |
|---|---|---|---|---|
| Both subsidiaries pay | 240 | 180 | 1.33x | +60 |
| Power dividend blocked | 150 | 180 | 0.83x | -30 |
Step 3How would you assess the credit?
Rate it below the group, not in line with it. The holding company's risk is the combined chance that either subsidiary cuts its dividend, and on these numbers one of the two is a 5% EBITDA move from being cut. The refinancing in three years adds a second exposure: the Rs 2,000 crore cannot be repaid from Rs 60 crore a year of surplus, so the holding company depends on the market lending again.
Then the mitigants you would ask for: an interest reserve at the holding company equal to a year's interest, a dividend policy at the cement subsidiary, headroom negotiated in the power covenant, or a partial stake sale to cut holding company debt. The limitation: dividends are the subsidiaries' boards' decisions, so even the cement Rs 150 crore is a pattern, not a promise.
Where candidates lose it
Candidates add the group's EBITDA, compare it with the group's total debt and call the holding company comfortable. The holding company's lenders do not have access to group EBITDA; they have access to dividends, after everyone else.
The second miss is treating the power dividend as a 3.8x versus 4.0x technicality. The headroom is a 5% fall in EBITDA, which a single bad quarter can deliver.
What the interviewer asks next
- The cement subsidiary guarantees the holding company debt. How does that change the ranking and your view?
- What is double leverage, and how would you measure it here?
- How large an interest reserve would you require, and who should fund it?
- Would you rather lend to the holding company at 9% or to the power subsidiary at 8.5%?
Company names and figures are illustrative.
