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APOHANTM
A genuine business motivation delivers profitability, returns, stability, growth and sustainability!
8th, 9th & 10th July ,2020| 11.00 a.m. to 12.45 p.m.
P re s e n t e d by : A r u n J o s h i
E-mail: arun.joshi@apohanconsultants.com
Ph. +91 9810481325
We b s i t e w w w. a p o h a n c o n s u l t a n t s . c o m
Section 1:
Important Aspect in
Business Funding
Equity, Debt, Grants & Schemes, Discipline Actions, Encashments. Customers, Suppliers, Cost Cutting,
Breathing Easy, Foreign Funds, Corporate Issues, Restructuring, M&a
Business Funding Aspects (1/3) APOHANTM
▪ Following is the list of the aspects or questions of the key considerations in the financing contracts:
1. Basis of eligibility: Whether the investment opportunity is analyzed on the basis of standard institutional rules or on
financial merit of the business; does the investor have ability & mechanism to understand business?
2. Rigidity of process: Whether the investor is reasonable and flexible enough to accommodate unimportant shortcomings
in the processing of application;
3. Rigidity of contract: Whether the investor is open for negotiation of the terms and conditions in the investment contract
or are the conditions very rigid;
4. Return: Whether or not a certain minimum guaranteed return, such as interest, is promised by the recipient;
5. Guaranteed return: Whether the rate of return to the investor is fixed or it is dependent on business performance;
whether there is an upper limit on profit shared;
6. Repayment: Whether the recipient business is required to repay the capital amount or not at all as in case of common
equity funding;
7. Time: What is the amount of time required for the disbursement of the funds from the first contact time or application
date;
8. Security: Whether the recipient requires to provide some property or asset as security at some ratio of the amount of
capital; what percentage of margin money is required;
9. Guarantee agreement: Whether the business is required to furnish one or more guarantees including other corporate or
personal guarantees;
7/12/2020 APOHAN CORPORATE CONSULTANTS 3
Business Funding Aspects (2/3) APOHANTM
10. Cost: What is the one-time cost of raising the funds as a percentage of the amount raised;
11. Corruption: Is there corruption in the capital supplier institution?
12. Repayment flexibility: What are the flexibility is available in the repayment of the instalments of the original
amount and the returns;
13. Contract flexibility: Whether the investor is flexible to change the contract in due course of time looking at the
circumstances of the business;
14. Time flexibility: Whether the investor requires the business to be flexible in terms of expectations of capital
infusion timing?
15. Compliance: Whether the business requires to carry out a lot of statutory compliance activity to be eligible to
avail the capital;
16. Penalties: What are the various types of penalties in the financing contract;
17. Risk appetite: What is the risk appetite of the investor? Would he invest with known high risks? Unknown risks?
18. Performance security: Is the capital provider ready to take the entire risk of performance of the business? Or he
wants to secure some lower side?
19. Recourse: What is the financial recourse to the investor if there is incurable financial default, business failure,
insolvency, bankruptcy, etc.? Would it take away the control and ownership of the shareholders?
20. Willful default: What is the difference between treatment of willful default and performance related default;
21. Duration: What is the duration for which the capital is provided;
22. Due diligence: What is the degree of due diligence at the time of sanction of amount;
23. Documentation: What is the documentation involved;
24. Discretion: Is there scope for individual discretion in the investment decision;
25. Amount: What is the amount that is being sanctioned vis-a-vis the requirement of the business;
26. Control: Whether there is dilution of control of the previous shareholders;
27. Ownership: Whether there is dilution of ownership of the previous shareholders;
28. Interference: Whether there is going to be interference in day-to-day operational management;
29. Expectation: What is the expected rate of return or the interest rate; whether it is normal, reasonable,
acceptable and achievable;
30. Synergies: Whether there are synergetic benefits of the association with the capital provider; Would the
financial expertise of the investor be useful for the business;
31. Instruments: How many variants of the instruments of funding are available;
32. Convertibility: Whether the instrument can be converted from one form to another form in due course of
time as per requirement;
33. Hardship: Would the investor appreciate a peculiar situation or a hardship of a business.
Section 2:
High Level Context of M&A Deal
M&A – Level of Decision Making APOHANTM
Who wants to achieve a success & for what type of legal entity has a lot of significance in
deciding the course of action.
Life Cycle Stages of Business & M&A APOHANTM
M&A at different business cycle phase has different implication & objectives.
Following are the various stages of development of a business:
1. Pre-incorporation:
2. Proof of concept:
3. Before break-even:
4. After break-even:
5. Exponential growth phase:
6. Stable growth:
7. No growth:
8. Decline phase:
9. Revamping or refurbishment:
10. Business Turnaround:
Legal types
Place in value chain
The nature of engagement changes substantially depending upon the legal nature, required type
of investor & place in value chain.
Sectors & M&A Deals APOHANTM
New Age Technologies Infrastructure Commodities Media & Entertainment Trade Agricultural
▪Blockchain ▪Construction ▪Steel ▪Agriculture
▪Artificial intelligence ▪Publication ▪Home Trade
▪Real estate ▪ Metals & alloys ▪Film ▪Import ▪Fishing
▪Robotics ▪Roads & highways ▪Chemicals
▪Automation ▪Music ▪Export ▪Dairy
▪Drones ▪Ports ▪Cement ▪Event Management ▪Entrepot ▪Poultry
▪Big Data ▪Airports ▪Coal ▪Art industry ▪Horticulture
▪Cloud ▪Inland waterways ▪Petroleum Business Services ▪Wood
▪3D Printing ▪Water ▪Natural gas Information Technology ▪Communication ▪Tobacco
▪Immersive reality ▪Waste ▪HW & networking ▪Banking ▪Paper
▪Holography ▪Mining Engineering
▪Nanotechnology ▪Software design ▪Insurance
▪Energy ▪Civil ▪Web & app design ▪Transport Other
▪Advanced materials ▪Power ▪Mechanical
▪Electric vehicles ▪ERP ▪Logistics ▪Pharmaceuticals
▪Hydrogen cells ▪Telecom ▪Electrical ▪Call centres ▪Distribution channel ▪Defence
▪Internet of Things ▪Environment ▪Electronics ▪BPO ▪R&D ▪Municipal services
▪Renewables ▪Instruments ▪Digital media ▪Equity research ▪Diversified
▪Waste to power Social Infrastructure ▪Chemicals ▪Social Media ▪Surveys ▪EPC
▪Biomass to power ▪Education ▪Internet ▪Data analysis ▪PPP
▪Genetics ▪Hospitality Manufacturing ▪Other
▪FinTech EduTech ▪Tourism ▪Automotive
▪Collaborative Tech ▪Health ▪Ship building
▪Quantum computing
▪Smart cities ▪Air craft
▪New age screens
▪LBS
▪Connectivity
SMEs, emerging technology companies are a rage among investors!
APOHAN CORPORATE CONSULTANTS PRIVATE LIMITED
7/12/2020 10
APOHANTM
Section 3:
1. Why M&A
▪ Smaller holding in a large, growing entity should be preferred over large holding of a small, stagnant entity
▪ Difference of opinion on current valuation is insignificant compared to future gain in total valuation
▪ Business growth is a dream of every businessperson
▪ Internal accruals are often not sufficient to fuel growth dreams
▪ Organic growth is slow, painful & uncertain
▪ Benefits of synergy are absent in organic growth
▪ Attachment of control even if competent partner is available is more for psychological satisfaction
▪ A wise management would choose growth over control
▪ The very purpose corporate structure is growth through capital participation
▪ Dilution of control may provide financial expertise for a technocrat
▪ Relationship with a rich entity may come handy in crisis
▪ Investment contracts can be designed to address many control expectations & concerns
▪ Complexity doesn’t make a professional reason to avoid M&A route
▪ Delegation can be done at market cost level & not control improves life quality
Sarpanch of a village?
Or
Minister in central cabinet?
Timing of M&A – Bargaining Power of Seller APOHANTM
:
Link
Financial health & M&A timing (25
indicators)
https://www.apohanconsultants.com/financial-strategy/deteriotaring-
financial-performance/
APOHANTM
Section 4:
Success of Deal
The Supreme Misconception: Die-Hard Question of SMEs:
Do You Have an Investor? APOHANTM
No investor invests crores of rupees because they merely KNOW the M&A advisors like us.
An investment is always based on the business merit alone!
Key Deal Success Factors APOHANTM
Merchant bankers or Investment bankers who are basically consultants underwrite IPOs!
Now understand the importance of “merit of business” from investment perspective!!
7/12/2020 APOHAN CORPORATE CONSULTANTS 20
APOHANTM
RISK OF BUSINESS
MANAGEMENT QUALITY ASPECT
LIQUIDITY ASPECT
TERM ASPECT
CONTROL ASPECT
ENTRY PROCESS
SECTOR & LOCATION ASPECT
TICKET SIZE ASPECT
POTENTIAL/VALUATION & OFFER ASPECTS
CONTRACTUAL ASPECTS
APOHANTM
Section 5:
Economics of Equity
Why you should not worry about equity funding!
Types Of Business Transactions APOHANTM
Investment Operational
Capital Transaction
Transaction Transaction
Order of liquidity
Cash Industrial goods
Gold A shop
Financial
Savers Intermediaries
Borrowers
• Through
Savers save money in two formats financial
intermediaries
• NBFC’s
Equity Debt Savers save • Banks
money • Lends money
to business
Equity means no guaranteed Debt means guaranteed, • Lends the
return and no security of fixed return with all possible money to
the investment as well security customers of
business
• Debt acts as the low cost resource of capital for
business
Debt
• Debt is redeemed in a timely fashion providing
financial leverage to the businesses
Economics of Equity (2/5) APOHANTM
Debt creates
equity (profit)
Interest paid to
for banks
secured lenders
is very low
Customers money converted into profit
reserves or equity of the businesses
Note:
• Directly Investing in the business will give high returns
• Lending is intrinsically in unattractive
• If your business is having high potential, don't worry about availability of equity capital
• Interest to saver < lending rate of banks to businesses < return on capital employed in business
Economics of Equity (3/5) APOHANTM
❑
❑
1. FDI is equity investment in India by foreign companies 9. Their companies are investment worthy in their
own countries
2. They bring in only 30% off capital requirement from
abroad 10. They make their subsidiaries or joint ventures in
India investment worthy
3. 70% capital cost and working capital is mobilized from
banks in India 11. Those Indian companies who are already a very
4. They remit the profits that they make in India good professional setup attract FDI and grow with
them
5. In comparison with the actual money they brought in,
the remittance is very high and it affect the current 12. The company's left out cannot stand their
account balance of the country competition in future
6. As the value of FDI business increases over time as the 13. There are respectable local exceptions which are
business becomes bigger, technically there is a run as professionally as the companies in the
possibility that there is much higher capital outflow developed countries, but these examples are very
from India few
7. So why do we need FDI to mobilise our own saver's 14. Maximum SMEs always remain small, never
money into business?
become even listed small caps, forget being a giant
8. The answer is: They have the capability to make a MNC diversified conglomerate, as they never work
company equity investment worthy for rapid inorganic on improving their investibility
expansion
Economics of Equity (5/5) APOHANTM
1. Business is all about capability to make profit from operations taking care of all technical,
technological, operational, marketing abilities coupled with investibility infrastructure and it has
nothing to do with how much money you have in your own pocket to do what you want to do.
2. Of course, you need to have money to prepare a workable project plan, to do the initial preparatory
work & and the cost of investibility infrastructure
APOHANTM
Section 6:
Key M&A Types
https://www.apohanconsultants.com/mergers-
acquisitions/#classificationofmanda
A. Mergers & Acquisitions (1/3) APOHANTM
Section 7:
Types of investors
https://www.apohanconsultants.com/mergers-
acquisitions/#classificationofmanda
Types of Investors APOHANTM
Website www.apohanconsultants.com
Address Office no. 11, 1st floor, Shriram Complex, Model Colony Rd.,
Shivajinagar, Pune, Maharashtra, India – 411016
Thank you!
APOHAN CORPORATE CONSULTANTS PVT LTD WWW.APOHANCONSULTANTS.COM