Structuring Distressed M&A Deals: Regulating the Unregulated Opportunistic Behaviour

Tanuj Agarwal, Institute of Law, Nirma University, Ahmedabad

All intelligent investing is value investing, acquiring more that you are paying for.

-Charlie Munger

(Vice-Chairman, Berkshire Hathaway)

Merger & Acquisition (M&A) deals have witnessed robust challenges, firmly because of financial distress posed due to the Covid-19 outbreak. Where the companies have observed their all-time high valuations and market capitalisation in a momentous bull market, the Covid-19 pandemic has led to the deterioration of the commercial activities and financial market to a great extent. Many desirable and credit-worthy companies are unable to discharge their financial obligation owing to the economic fallout. This will surge the M&A activity in these financially distressed companies.

Consequently, these companies are desirable targets for the various acquisitive and opportunistic conglomerates. These conglomerates may look for companies with wide market exposure, credible balance sheet, and have the competence to flourish in the future, though facing financial distress in the short-run.Notably, it raises pertinent concern as to the structuring of the deal in order to ensure that there is no acquisition of unwarranted liabilities that may frustrate the purpose of having the deal.

Accordingly, this article discusses the appropriate deal structure that may be deliberated by the buyer to procure the most out of the company in a distressed situation. Further, the precise analysis is provided of the Reliance-Future Group Deal to discern as to how the suggested structure is applied, and also the unregulated aspects of such a deal structure. Furthermore, the article explores the US regime for a similar deal structure and how the Indian regulatory framework can embrace a similar regulation for the better mutual protection of the parties in the M&A deal.

Structuring the distress M&A deals

M&A deals can be structured either by the acquisition of common stock of the company or by acquiring the specific business unit or assets of the company.Notably, most of the M&A deals involve transactions of the shares of the company rather than the asset/slump sale transaction.Given the economic fallout and financial distress at the time Covid-19, a better way to structure a deal is the circumvention of the unwarranted and unidentified liabilities and fraudulent transfer. Consequently, the deal structured in a transaction of business or asset rather than the common stock of the company would limit the acquirer’s risk in a financially distressed company. Such transactions encompass the acquisition of specific asset/s or a business unit of the company.[i]While undertaking the distress M&A, the buyer is at a higher negotiating position as the counter-party has the risk of non-complying certain representations & warranties and financial claims in the future. Accordingly, the acquirer would prefer to cherry-pick the asset/s or capable business unit, with certain liabilities. This will grant the acquirer an opportunity to evade the unknown, unwarranted, and contingent liabilities. Arguably, a common stock deal would lead to the acquisition of all the assets and liabilities of the company as a successor to the business, which may also bring in numerous un-bargained and unknown obligations as the company is in distressed condition.

Reliance-Future Group Deal: An Opportunistic Slump Sale?

Future Group is facing a dark time as the company is under the debt of approximately Rs. 12,989 crores. The shares held by the promoter are pledged with the lenders. It has barely dodged the default by paying Rs. 100 crores on its foreign bonds. Considered a retail giant, even the deep pocketed Future Group has been under a financial distress. With such market coverage and well-established distribution and logistics channel, the business units and assets of the Future Group would be an attractive option for any conglomerate. Reliance through its unit Reliance Retail Ventures Limited (RRVL) went ahead to cherry-pick the Future Group and structured the acquisition of its retail & wholesale business as well as logistics & warehousing business on a slump sale basis for an amount of Rs. 24,713 crores. As per the scheme, the retail and wholesale business units are being transferred to RRVL’s wholly-owned subsidiary Reliance Retail and Fashion Lifestyle (RRFLL). RRVL & RRFLL will also acquire specific liabilities and pay the balance consideration by cash. The deal is subjected to approval by shareholders and regulatory authorities such as CCI, NCLT, SEBI, etc.

The pertinent thing to note here is that Reliance acquired the defined and valuable business units which have extensive distribution chain encompassing key retail players such as Big Bazar, FBB, Central, Brand Factory, etc. Moreover, it has also equivocated various business obligations and warranties by specifically acquiring certain liabilities as a part of the consideration. RRVL, which has robust financials, would not require establishing the retail, wholesale, logistics and warehousing units. The deal is indeed favorable to the Reliance.

However, there also exists a concern regarding the valuation on which the deal is formulated. Numerous market analysts and investment managers observed that the valuation of the business units under a slump sale is around Rs. 30,000 crores. Reliance has structured the scheme in a manner to acquire Rs. 30,000 crores business units by making an investment of around Rs. 24,000 crores. Reliance is simply “acquiring more than[it is] paying for” by using its negotiating position against a distressed company. The opportunistic behaviour on the part of Reliance is much evident. Moreover, the consequence of such a deal structure is that the shares prices of all the listed companies of Future Group have significantly fallen and observed a continuous under-circuit in their share prices.

Need for Regulation

Accordingly, a need arises to regulate such distressed M&A deals in order to protect the interest of the company and shareholders of such distressed companies to have a fair valuation of the business units. The regulatory approvals of NCLT, SEBI, etc. is required. However, it may not be conceivable for these authorities to control the valuation of the scheme determined by the parties. In the case of Mihir H. Mafatlal v. Mafatlal Industries, the Supreme Court stated that High Court (now the powers are vested with NCLT) is not empowered to question the wisdom of members by enquiring in the aspects of valuation. The mere requirement is the approval by members and creditors, and if the scheme is passed by them, the court has to pass the scheme irrespective of the valuation. Pertinently, the case is regarding the valuation of shares, however, the regulatory approach and governance can be discerned by such decisions that the valuation is broadly rests with the decision of members and creditors. Therefore, the resilient and regulated mechanism is required to settle the finest price of the business/asset as far as possible, at the same time not providing the task of valuation to the regulatory authority.

Lesson From the United States

In order to conquer the regulatory issue, the mechanism to provide for the competitive bids of business units or assets is required to have a better valued and regulated price. A comparable regulatory structure as that of 363 sale under the US Bankruptcy Code is required. This enables the company to pay-off debt by the receivable of assets sold as per the provision outside the ordinary course of business. As similar to slump sales, it also enables the purchaser to acquire valuable assets without any unknown obligations. Notably, the provision provides for the highest value of assets by offering competitive bids. The process is supervised by the US Bankruptcy Code. The 363 Sale initiates with the marketing of assets, followed by the offers of interested purchasers. Afterward, the highest bid acts as a stalking horse and the price works as a base price for the auction of assets.[ii] This preserves the distressed company from opportunistic lower bids.

The Indian regulatory framework also reflects a provision for competitive bids, however, it is limited to the acquisition by purchase of common stock of the company.[iii]The regulation providing for the competitive bids of the business/assets acquisition and the settlement of base price would shield the distressed company from the high negotiating position of the conglomerate acquirer. At the same time, it would suffice the court’s approach in such M&A deals not to question the valuation, since the role of regulatory authority, if any, would only be limited to the supervision of competitive bids.This would blossom the mutual interest of the parties as well as the shareholders of the distressed company.

Conclusion

The Indian conglomerates have undertaken a robust approach to avoid unwarranted liabilities by structuring the acquisition of worthy assets/business. Principally, there is no harm in such structuring as it leads to effective appropriation of the business. However, the opportunistic behavior of acquisition in a distressed situation is detrimental for the transferor and its investors. Thus, a suggested mechanism similar to 363 Sale would curb such opportunistic acquisition, and it is also in conformity with the prevailing regulatory approach of the Supreme Court regarding valuation.In view of that,“acquiring more than what you are paying for” is indeed value investing, however opportunistic behavior in a distressed environment should be condemned as it may hamper public interest.


[i] Nikhil Narayanan, An Introduction to the Key Concepts and Practical Considerations in Indian M&A Transactions for an International Lawyer, 19 Bus. L. Int’l 101, 116 (2018).

[ii]John J. Hurley, Chapter 11 Alternative: Section 363 Sale of All of the Debtor’s Assets Outside a Plan of Reorganization, 58 Am. Bankr. L.J. 233 (1984).

[iii] Regulation 20, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

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  47. Where to study music in the UK?
    Studying abroad is a complex and expensive business: the cost of a year can vary from hundreds of thousands to one and a half million rubles per year. However, there are many grants and scholarships available, some of them covering up to 100% of the tuition costs. You can learn about the subtleties of preparing a portfolio for admission and receiving scholarships at the exhibition of British education “Study UK: Discover You”. We advise you on which educational institutions you should pay attention to.

    BIMM (British & Irish Modern Music Institute)
    The music industry in miniature .Britain’s most prestigious school of contemporary music. It teaches not only how to play a musical instrument well, but also how to interact with the industry. Among the directions — vocals, playing instruments, music business, production and songwriting (it is taught, for a moment, vocalist Lamb).

    On the territory of the Institute there are several rehearsal bases and small studios: young musicians gather groups, record demos and organize concerts without leaving the walls of their native University, and student journalists publish LDN magazine, where they talk about their colleagues and interview masters from big show business. Senior colleagues (ranging from Chuck D to Brian may) also visit students, telling them about the intricacies of their work and leaving Souvenirs: in one of the halls, for example, you can admire an autographed Niall Rogers guitar. In General, there is a whole model of the music industry-and the model is quite working. As a result, bimm alumni include George Ezra, Tom Odell, Izzy Bizu, and the Cure drummer Jason Cooper. Royal Academy of Music. The oldest Conservatory in the United Kingdom, under the personal patronage of Her Majesty, will celebrate its bicentenary in 2022. The list of graduates and alumni is no less impressive: among others, Annie Lennox from Eurythmics and Elton John studied here (for authenticity, a couple of scenes of “Rocketman” were filmed in the Royal Academy

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  48. Studying abroad is a complex and expensive business: the cost of a year can vary from hundreds of thousands to one and a half million rubles per year. However, there are many grants and scholarships available, some of them covering up to 100% of the tuition costs. You can learn about the subtleties of preparing a portfolio for admission and receiving scholarships at the exhibition of British education “Study UK: Discover You”. We advise you on which educational institutions you should pay attention to.

    BIMM (British & Irish Modern Music Institute)
    The music industry in miniature .Britain’s most prestigious school of contemporary music. It teaches not only how to play a musical instrument well, but also how to interact with the industry. Among the directions — vocals, playing instruments, music business, production and songwriting (it is taught, for a moment, vocalist Lamb).

    On the territory of the Institute there are several rehearsal bases and small studios: young musicians gather groups, record demos and organize concerts without leaving the walls of their native University, and student journalists publish LDN magazine, where they talk about their colleagues and interview masters from big show business. Senior colleagues (ranging from Chuck D to Brian may) also visit students, telling them about the intricacies of their work and leaving Souvenirs: in one of the halls, for example, you can admire an autographed Niall Rogers guitar. In General, there is a whole model of the music industry-and the model is quite working. As a result, bimm alumni include George Ezra, Tom Odell, Izzy Bizu, and the Cure drummer Jason Cooper. Royal Academy of Music. The oldest Conservatory in the United Kingdom, under the personal patronage of Her Majesty, will celebrate its bicentenary in 2022. The list of graduates and alumni is no less impressive: among others, Annie Lennox from Eurythmics and Elton John studied here (for authenticity, a couple of scenes of “Rocketman” were filmed in the Royal Academy

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  49. What Red Bull Music Academy was for musicians and why we will miss it
    What is the RBMA?
    International music residency for artists, producers and DJs, which was sponsored by Red Bull, and the musical and organizational part was handled by yadastar from Cologne. A creative residence is something similar to a children’s camp for adults: participants gather in one place, live together, engage in creativity and make joint projects.

    In addition to the creative residency, RBMA is also a huge archive of video lectures from well-known producers, sound engineers and musicians: all these lectures were held live during the residency.RBMA started working in 1998 in Berlin. At that time, the tumultuous nineties and euphoria that came after the fall of the Berlin wall were already fading, and people who came to Berlin for inspiration either left or lost their enthusiasm.
    “We were 23 years old,” says Torsten Schmidt and Mani ameri, the founders of Yadastar, which founded the residency in collaboration with Red Bull, ” and we really missed the opportunity to learn music: it was difficult to exchange experiences, all like — minded people seemed to be scattered and confused all over the world, pathetic sound engineering courses and music colleges did not provide a single gram of valuable or even relevant information. When Red Bull asked what kind of project they could do with us in the music field, the idea was obvious — it would be cool to bring together musicians of different styles and cultures and give them the opportunity to learn from each other.”

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  50. Learn several foreign languages

    It’s nice to come to Italy and say “Buongiorno!” passing waiter. And then catch the admiring glances of those with whom you came. Is not it? But it has long been known that learning foreign languages contributes to the development of a good memory. It’s also very interesting! So why not take advantage of this?

    These are effective methods for training memory. But there is also something interesting. Memory is inextricably linked to proper and good brain function. This means that stimulating its work allows you to improve memory:

    It has been proven that regular sports activities increase brain activity and improve memory;
    No to gray days! It is well remembered that that does not fit into the framework of everyday life. Try to change the environment, add bright colors, go to the store on a new path … It is not necessary to radically change your life. Just add something new to your daily routine, and your brain will work with renewed vigor;
    Add new habits. For example, tidying up your desk in the morning is a great start to a productive day!
    Meditation, relaxation make the brain switch, relax. This means that he will perform new tasks with renewed vigor;
    Music has a magical effect on our brain. It has been proven that people who practice music have better memory and analytical skills;
    Teamwork. Brainstorms have proven their effectiveness more than once. And now scientists have proven that the decisions made in the team were more accurate and faster. They attribute this to the fact that information is easier to perceive and assimilate during communication. Therefore, solve problems together!
    The brain assimilates and sorts information while we sleep. So don’t ignore this process.
    Conclusion

    This is just a small part of the effective techniques for developing memory. But simple reading will not work. Apply these techniques. Remember, only 50% of the result depends on the doctor, and the remaining 50% on the patient. Without working on yourself, you will never reach the top.
    Figure 1. Sample structure of coursework
    The above structure can only serve as a guide. When giving the assignment to write a term paper, the teacher usually shows a sample of drawing up a plan, explains which sections should be contained in it.
    How to write the introduction of a term paper correctly

    The introduction is what is always read. If the main part of the commission (and even the leader, if he is not very conscientious) can skim through, then the first pages of the text will certainly receive close attention. As the title implies, this section serves to introduce readers to the course of the matter, to briefly describe the research. The introduction consists of typical parts:
    Relevance of the topic. You need to explain why you chose this particular topic, why it should be considered. The arguments presented depend significantly on the direction of the research – it can be either the novelty of the topic (“in connection with active changes in this area”), or its controversial nature (when one large scientific school expresses one opinion, and another – another), or practical significance. For historical topics, it is necessary to establish a connection with the present, to trace what the events of the past are affecting now, to draw parallels.
    Objective. A goal is what you want to achieve as a result of your research. For undergraduate coursework, the goal may be to “learn” something, or “systematize knowledge” about something. In senior years, the work is more practical in nature, and the goals change – “to formulate recommendations for improvement”, “to develop a project”, “to identify ways to improve efficiency.”
    Work tasks are a kind of “steps” to achieve the goal. If the goal of the work is one, then there are several tasks. Their number should correspond to the number of paragraphs in the work plan. Each item in the table of contents is a separate task.
    Dated using verbs – “analyze”, “consider”, “characterize”, “describe”, “classify”, “reveal” and others.

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