Mind the metric while determining companies’ worth

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The ‘observer effect’, a concept having its genesis in physics, notes that the measurements of certain systems cannot be done without affecting the system itself. Interestingly, this physical phenomenon could also be seen to be at play in the social sciences when economic participants interact.

And such interactions could result in both good and bad outcomes, owing to the act of measurement and depending on what is being measured.

A company that scores poorly in customer satisfaction surveys could be expected to push itself to improve its products and services to achieve higher customer satisfaction. The race to achieving industry leadership is premised on topping the market share metric. One of the markers of a start-up having arrived is reflected in its unicorn status. Thus, the appeal around measurement and its ostensible relevance to achieving desirable outcomes, is undeniable. After all, ‘what gets measured, gets managed’, as the adage goes.

Vanity metrics

In contrast, if the choice of the metrics is less rigorous, it would ensure that what gets measured gets gamed. The saga of the Ease of Doing Business rankings, which involved methodology manipulation to favour the rankings of select economies, presents the dark side of questionable measurements. Determining the worth of companies based on vanity metrics such as total registered accounts (as opposed to active accounts) is another approach that could arguably be decried. The thickening of annual reports because of the push towards more disclosures — a noble objective per se — tends to enable companies to mingle valuable information with less consequential information and, hence, obscure more than reveal.

History has enough examples to suggest that when a metric is conflated with the broader outcome that it is aimed at measuring, it results in unintended or sub-optimal consequences. Thus, optimising the efforts towards achieving results around some narrow metrics, could violate the objective itself, as the famed Cobra effect demonstrates.

Therefore, the choice of the metric and what it seeks to measure must be an important design consideration. Overall, while design simplicity is desirable, rigour ought not be sacrificed at the altar of simplicity.

As an example, choosing simple metrices such as ‘averages’ or ‘medians’ for tracking the performance of any target parameter could be alluring, but one would risk losing vital information if the ‘variability’ metric around the average/ median is ignored. This would be analogous to an image projection of a 3D object, say, a cube onto a 2D surface, which would make us see a square, but would reflect a metaphorical loss of information.

Counterproductive move

Likewise, choosing metrics that do not fully embody the essence of what is intended to be measured, could be counterproductive. This just emphasises the point that not everything that matters can be measured, and not everything that can be measured matters. Another relevant aspect is to be clear whether the metric is aimed at measuring the process elements adopted to achieve the outcome or at measuring the outcome itself. There is an argument to be made that objectives only serve the limited purpose of guiding the direction in which progress is to be galvanised.

It is the ‘process’ that needs to do the heavy-lifting and, hence, progress on the process dimensions should be measured, if the process effectiveness and efficiency are to be enhanced. Indeed, this approach works in most cases.

However, it is also to be recognised that the outcome must not become subservient to the process. If companies that are among the largest contributors to greenhouse gas emissions, or companies that produce addictive products are seen to muster healthy Environmental, Social, and Governance (ESG) Ratings — by doing enough that they score well on the ESG rating firms’ scoring criteria — it reflects the triumph of process over outcome.

Conversely, a measuring system focussed mostly on outcomes, according lesser reverence to process/ path, could be useful in certain settings, but would have its own follies. This would be a creed that is a proponent of Milton Friedman, with its focus squarely on a company’s profitability, not necessarily on social good. In effect, knowing well what is intended to be measured and knowing well the limitations of the metrics chosen to do so, could be said to be the cornerstones of tracking performance.

As an example, if one is tracking the state of the economy and using proxies such as automobile sales, airline passenger traffic, hotel occupancies, quick service restaurant sales, retail mall revenues et al, to judge the strength of the recovery, one would need to be conscious that these metrics would only convey the consumption patterns of a small strata of the economy. Even if growth impulses for these metrics were to strengthen, these would not be informative of a broad-based economic recovery.

Standardised metrics

Finally, from a systemic standpoint, there is also a case for having standardised metrics of measurement, which could be uniformly applied to the measurands for achieving consistency and comparability. The accounting standards are a case in point. An illustration of the manifestation of different accounting standards prevailing in different jurisdictions was when the German car manufacturer Daimler reported Deutsche Mark 615 million in net profits under the German accounting rules, but a loss of Deutsche Mark 1.84 billion under the US rules. The implications of such wide reporting variations for the companies’ managements and the investors could be substantial. Closer home, a couple of years ago, capital markets regulator SEBI had introduced standardised probability of default benchmarks across the various rating categories as measures of the performance of the credit rating agencies (CRAs).

With the standards being quite exacting for the top rating categories (NIL default rates permissible in the AAA and the AA categories over select time horizons), if the CRAs were to ‘target’ the performance benchmarks, there could possibly be unwarranted conservatism seeping in while taking rating decisions. The nuance is that the financial system would be better served if the CRAs tighten and uphold the rating standards and assign ratings in a manner that secures the deserved rank ordering of credits, while the performance benchmarks are put to work only ex-post not ex-ante.

Philosophically, this would be the equivalent of stating that success need not be pursued, but be allowed to ensue by not caring about it. With this, the ‘observer effect’ in the above example could be put to rest.

 

(The writer is Head, Credit Policy, ICRA)

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How banks profit from building and breaking up companies

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It is a constant dilemma facing companies; do they acquire or shed businesses to boost shareholder returns?

Investment bankers profit every time the answer involves a deal, even if it represents an about-face for the companies.

Plans to break up

Last week’s announcements by General Electric Co, Toshiba Corp and Johnson & Johnson of their plans to break up offer the latest examples of how some companies have spent hundreds of millions of dollars on investment banking fees to bulk up through acquisitions over the years, only to pay more fees to reverse them.

Some of the banks that worked on preparing these spin-offs – Goldman Sachs Group Inc, JPMorgan Chase & Co and UBS Group AG – advised on previous acquisitions that took the companies in an opposite strategic direction.

Goldman Sachs, JPMorgan and UBS did not respond to requests for comment.

Corporate break-ups are on the rise amid a growing consensus on Wall Street that companies perform best only if they are focussed on adjacent business areas, as well as increasing pressure from activist hedge funds pushing them in that direction.

Some 42 spin-offs collectively worth over $200 billion have been announced globally so far this year, up from 38 spin-offs worth roughly $90 billion in 2020, according to Dealogic.

Investment banks have collected more than $4.5 billion since2011 advising on spin-off deals globally, according to Dealogic. While this represents less than 2 per cent of what they pocketed from deal fees overall, it is a growing franchise; banks have so far earned over $1 billion on spin-offs globally so far this year, nearly twice what they earned in 2020, according to Refinitiv.

In the case of GE, financial advisors, including Evercore Inc, PJT Partners Inc, Bank of America Corp and Goldman Sachs, each stand to collect tens of millions of dollars from their advisory roles on the company’s break-up, according to estimates from M&A lawyers and bankers.

Goldman Sachs had previously collected nearly $400 million in fees advising the company on acquisitions, divestitures and spin-offs over the years, making it GE’s top advisor based on fees collected, according to Refinitiv.

Industrywide, Goldman Sachs has earned the most in fees from advising on corporate break-ups thus far in 2021, followed by JPMorgan and Lazard Ltd, according to Dealogic.

Outcome of dealmaking

Yet while investment banking fees are secure, the outcome of dealmaking for a company’s shareholders is far from certain. Shares of companies that engaged in acquisitions or divestments have had a mixed track record, often underperforming peers in the last two years, according to Refinitiv.

To be sure, investment bankers argue that some combinations do not make sense for ever. Changes in a company’s technological and competitive landscape or in the attitude of its shareholders can push it to change course.

For example, GE shareholders were initially supportive of its empire-building acquisitions in businesses as diverse as healthcare, credit cards and entertainment, viewing them as diversifying its earnings stream. When some of these businesses started to underperform and GE’s valuation suffered, investors lost faith in the company’s ability to run disparate businesses.

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Stablecoins face crackdown as US discusses risk council review, BFSI News, ET BFSI

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U.S. officials are discussing launching a formal review into whether Tether and other stablecoins threaten financial stability, scrutiny that could lead to dramatically ramped-up oversight for a fast-growing corner of the crypto market.

After weeks of deliberations, the Treasury Department and other federal agencies are nearing a decision on whether to launch an examination by the Financial Stability Oversight Council, said three people familiar with the matter who asked not to be named in commenting on closed-door discussions. FSOC has the power to deem companies or activities a systemic threat to the financial system — a label that typically sets off tough rules and aggressive monitoring by regulators.

Such a designation would likely be a gamechanger for stablecoins, which are considered crucial to the crypto market because traders widely use them to buy Bitcoin and other virtual currencies.

Stablecoins have thrived in the unregulated shadows, with tokens in circulation now worth more than $120 billion, according to CoinMarketCap.com. And they are increasingly being used for transactions that resemble traditional financial products — like bank savings accounts — without offering anywhere near the same level of consumer protections.

A hallmark of stablecoins is that they are pegged to fiat currencies, meaning they are supposed to be immune to the wild price swings that have plagued Bitcoin. Tether and other firms achieve that by backing their tokens with assets like U.S. dollars and corporate debt.

The President’s Working Group on Financial Markets, which is led by Treasury Secretary Janet Yellen, has been particularly focused on Tether’s claims that it holds massive amounts of commercial paper — debt issued by companies to meet their short-term funding needs. In a private meeting U.S. officials held in July, they likened the situation to an unregulated money-market mutual fund that could be susceptible to chaotic investor runs if cryptocurrencies plunge.

The President’s Working Group plans to issue stablecoin recommendations by December, and a consensus is building among regulators involved that an FSOC review is warranted, the people said. The groups overlap, as Yellen, Federal Reserve Chairman Jerome Powell and Securities and Exchange Commission Chair Gary Gensler are members of both the PWG and oversight council.

A Treasury spokesman declined to comment.

The FSOC process includes a lengthy study and an assessment of which federal agencies should respond and how. In the end, the council could direct those agencies to intervene in the market and reduce the dangers posed by stablecoin transactions.

While Tether is the most popular stablecoin, there are multiple rivals, including Coinbase Global Inc.’s USDC token and a dollar-linked offering from Binance Holdings Ltd.

Scrutiny has been ratcheting up as stablecoins proliferate. Coinbase made headlines this week by disclosing the SEC had threatened to sue if the crypto exchange launched a product that would allow customers to earn 4% yields for lending out their USDCs to other traders. The SEC believes the Coinbase proposal is an investment contract that should be registered with the agency, a view the company aggressively contested in a blog post and a series of tweets.

Watchdogs have also privately expressed worries about Diem, a stablecoin being developed by an association that includes Facebook Inc. A top concern is that the token’s market impact could be massive because of its potential for widespread adoption — Facebook’s social media network has almost 3 billion active users.

Treasury held meetings this week with industry representatives to ask them about the potential dangers associated with stablecoins. As it and other agencies consider taking action, they’re facing intense pressure from Capitol Hill.

“I urge FSOC to act with urgency and use its statutory authority to address cryptocurrencies’ risks,” Senator Elizabeth Warren wrote in a July 26 letter to Yellen that flagged the stablecoin market’s interconnectedness and its susceptibility to investor runs. “The longer that the United States waits to adapt the proper regulatory regime for these assets, the more likely they will become so intertwined in our financial system that there could be potentially serious consequences.”

Stablecoins already face another threat from the U.S. government, as the Fed is discussing whether to launch its own digital currency. Powell told lawmakers in July that a central bank token would make stablecoins obsolete.

“That’s one of the stronger arguments in its favor,” he said.



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Few takers for restructuring under RBI’s Resolution Framework 2.0: Crisil

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There are only a few takers for the debt restructuring facility offered by the Reserve Bank of India (RBI) under its Resolution Framework 2.0 amid demand recovery, according to a Crisil Ratings survey of about 4,700 companies rated by it.

Crisil Ratings’ investment grade rated corporates have shown resilience amid the pandemic and hardly anyone is planning to avail restructuring 2.0.

Sub-investment grade

In fact, the survey shows that as much as 95 per cent of those opting for, or are inclined to seek restructuring, belong to the sub-investment grade rating category.

Within the sub-investment grade companies, four out of five are rated in the ‘B’ or lower rating categories, clearly indicating that only companies with weak credit quality are exploring restructuring, the credit rating agency said.

Crisil cautioned that any weakening of sentiment around recovery, and a likely third wave leading to fresh curbs on economic activity, will influence more companies to seek restructuring 2.0.

“This could be especially true for the smaller ones that typically experience more stress. Greater clarity will emerge closer to the September 30, 2021, deadline set by the RBI for invoking the restructuring plan,” it said.

Crisil emphasised that these are preliminary readings from the survey, and may not be reflective of the inclination among those not rated by it.

In particular, most of the micro and small enterprises in India are unrated, it added.

Resolution Framework 2.0

The RBI had, on May 5, 2021, announced the Resolution Framework 2.0 for Covid related stressed assets of individuals, small businesses and micro, small and medium enterprises (MSMEs) with aggregate exposure of up to ₹25 crore.

This facility is available provided the aforementioned entities had not availed benefits under any of the earlier restructuring frameworks (including Resolution Framework 1.0 dated August 6, 2020), and were classified as standard accounts as on March 31, 2021.

Referring to the RBI raising the aggregate debt threshold under Resolution Framework 2.0 to ₹50 crore from ₹25 crore on June 4, 2021, the agency said, “This increase in threshold led to about two-thirds of the Crisil-rated mid-sized companies becoming eligible for the restructuring 2.0 scheme.”

Corporates give restructuring option a miss

Crisil opined that the fact that only a handful of companies are exploring the restructuring option could be reflective of a relatively improved business outlook accompanying a pick-up in economic activity in the aftermath of the pandemic’s second wave.

Subodh Rai, Chief Ratings Officer, Crisil Ratings, said, “The quick recovery in demand after moderation during the second Covid-19 wave, and sanguinity around economic growth have led corporates to give the restructuring option a miss.

“The more localised and less stringent nature of curbs/restrictions during the second wave has meant relatively lower disruption in business activities compared with the first wave. So the muted response is par for the course.”

Nitin Kansal, Director, Crisil Ratings, said, “Most of the companies that have opted for, or are contemplating restructuring 2.0 belong to the low-to-medium resilience sectors such as hospitality, educational services, textiles, construction and gems and jewellery.

“Demand recovery in some of these remains uncertain because of the continuing overhang of the pandemic.”

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Sundaram Finance Holdings invests ₹480 cr in buying out stakes in portfolio companies

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Sundaram Finance Holdings Ltd (SF Holdings) said it invested about ₹480 crore in consolidating holdings in a few portfolio companies in the past one year or so.

SF Holdings primarily operates as a holding company owning a portfolio of businesses engaged in various aspects of automotive manufacturing. Significant investments include Sundaram Clayton, Wheels India, IMPAL (all listed) and Brakes India and Turbo Energy (both unlisted).

While the performance of portfolio companies is improving, it is still below their results in FY20 due to the downturn in the automotive industry driven by cyclical factors as well as the impact of the pandemic, according to a statement.

“We remain optimistic on the recovery and growth of the automotive sector in the medium term and consequently we expect a recovery in the future results of the company,” said Harsha Viji, Director, SF Holdings.

Consolidating holdings

In the past one year, the holding company utilised the opportunity to further consolidate its long-term holdings in its portfolio. “We have bought out foreign partners in Wheels India and Brakes India with an investment of ₹450 crore,” said TT Srinivasaraghavan, Chairman, Sundaram Finance Holdings Ltd.

The company increased its stake in Wheels India from 13.58 per cent to 23.28 per cent, through an acquisition of an additional 9.70 er cent stake from the foreign partner (Titan Europe) for a total consideration of ₹100 crore. The combined holding of the Indian promoters in Wheels India now stands at 57.53 per cent.

In Q1 this year, SF Holdings completed the acquisition of an additional 7.71 per cent stake in Brakes India Pvt Ltd for a total consideration of ₹350 crore from the foreign partner ZF International, taking its stake from 6.67 per cent to 14.38 per cent. The Indian promoters now own 100 per cent of the company.

The company also consolidated its shareholding in its foundry portfolio by acquiring a 6.84 per cent stake in Flometallic India Pvt Ltd and consequently the stake in Flometallic has increased from 40 per cent to 46.84 per cent.

Carbon fiber biz

SF Holdings made an investment of ₹23.71 crore in the carbon fiber business of Mind S.r.l., Italy for a 40.6 per cent stake.

“The carbon fibre market, though nascent in India now, has solid potential to grow in the long term, and the technology and expertise from Mind S.r.l will help position SF Holdings well in the market. In the long term, the carbon fiber operations could get partially shifted to India, which is expected to decrease manpower cost and expand margins,” said Srivats Ram, Director, SF Holdings.

SF Holdings reported net profit of ₹5.13 crore for the quarter ended June 30, compared to ₹2.85 crore in the year-ago quarter. Revenue stood at ₹10.50 crore (₹9.30 crore). Consolidated profit, including share of associate’s profit, was ₹31.58 crore against a loss of ₹9.89 crore a year ago.

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Trifecta Capital files for ₹1,500 crore late stage VC Fund

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Venture debt provider, Trifecta Capital, is planning to launch a late-stage venture capital fund – Trifecta Leaders Fund – I with a targeted corpus of ₹1,500 crore. Through this Equity Fund, the Firm aims to invest in new economy companies that are category leaders and likely to pursue an IPO in the next 1 to 3 years.

Trifecta Capital has invested in over 70 companies across its two Venture Debt funds and its portfolio now comprises 9 unicorns and 11 unicorns including BigBasket, Pharmeasy, Cars24, Vedantu, Infra.Market, ShareChat, Dailyhunt, UrbanCompany, CarDekho, Blackbuck, Ninjacart, NoBroker, Kreditbee, Dehaat, Turtlemint, Livspace and BharatPe amongst several others.

All these companies are backed by the marquee, global VC funds and have created substantial value in the digital economy. They have cumulatively raised $8.1 billion of equity and are cumulatively valued at $20 billion. With the launch of Trifecta Leaders Fund – I, the firm is extending its platform capabilities as a life cycle capital provider to the start-up ecosystem.

Also read: Trifecta Capital sees top-level exits

The Fund is filling a structural gap in the late-stage VC ecosystem in India, and in addition to primary infusions, will cater to the unmet needs of late-stage companies by providing off-cycle liquidity to early investors, angels, current and former employees including consolidation of equity cap tables.

Trifecta Leaders Fund – I will invest in a targeted set of category-leading start-ups, selected predominantly from Trifecta Capital’s portfolio across its Venture Debt funds where the Firm has proprietary knowledge of the businesses as well as a deep relationship with the Founders and Investors. The Fund will invest $15-30 million each in around 10 companies for minority stakes, through a combination of primary and secondary positions. The firm has already built a strong pipeline of 20 companies as potential portfolio candidates.

“Through the launch of this new fund, we hope to capture the value that is expected to accrue from investing in these category-leading companies, one to three years ahead of an IPO. As the start-up and investing ecosystem matures, it is natural to see large, well-known start-ups plan their IPOs to create liquidity for existing investors and tap the public markets for their longer-term financing needs. We believe that Trifecta Leaders Fund-I is a timely and attractive opportunity for investors who have so far been unable to access these great companies as they are predominantly funded by offshore VC and PE funds,” said Rahul Khanna, Managing Partner, Trifecta Capital, in a statement.

The Fund leadership team has a cumulative 75+ years of lifecycle investing, operating and entrepreneurial experience across global institutions like Canaan Partners, Accenture and Goldman Sachs. With a Fund duration of only 5 years, Trifecta Capital believes this Fund provides a unique investment opportunity for investors, both domestic and offshore, to partner with India’s new economy category leaders. Trifecta Leaders Fund – I have also established a best-in-class governance framework with a global advisory board comprising domain-knowledge experts who can support portfolio companies as they navigate their path to liquidity.

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Lenders remain risk averse to additional lending or alter lending terms: Ind-Ra

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India Ratings and Research (Ind-Ra) said lenders remain risk averse despite only 5 per cent of its rated 450 issuers in the mid and emerging corporates (MEC) space availing the Reserve Bank of India’s (RBI) financial restructuring facility available till December 31, 2020.

The credit rating agency, in a report, opined that bankers have remained extremely risk-averse to extend additional lending or alter the lending terms for issuers (companies) having weak liquidity, high leverage or where the credit profile is unlikely to improve in the near to medium term.

Ind-Ra observed that the relief package offered by banks and festival demand coupled with positive sentiments will partially abate the near-term liquidity headwinds for lower rated mid and emerging corporates.

Funding constraints

However, the agency expects funding constraints to increase for issuers having stretched liquidity and a weak credit profile over FY22 and FY23, reducing the financial flexibility for those that have not availed loan restructuring.

Of Ind-Ra’s rated MEC portfolio, 56 per cent of the issuers primarily belonging to the ‘IND BB’ and below rating categories depict a stretched liquidity profile. Of these, 74 per cent belong to the Discretionary and Industrial segments.

“Developments like the fear of a second wave of pandemic…the availability of liquidity with the issuers at end-1H (April-September) FY22 once the additional bank funding availed is exhausted are key monitorables,” said Shivani Suvarna, Analyst, Ind-Ra.

Ind-Ra believes that notwithstanding the short-term liquidity relief, reverting to the pre-Covid profile would be prolonged, especially for the ones belonging to the Discretionary segment.

The agency said it will continue to monitor the credit and liquidity profile of the issuers in the MEC space and could take negative rating actions for issuers having weak liquidity or deteriorated long-term credit profile or a combination of both.

Restructuring: lower-than-expected

Ind-Ra attributed the lower-than-expected restructuring to the various government measures and faster demand recovery in the domestic market, supported by a marginal pick-up in exports in certain sectors.

“Issuers having availed restructuring are primarily rated in the ‘IND BB’ and below rating categories with stretched liquidity.

“Such issuers belong to the Industrial and Discretionary segments and operate mainly in sectors such as real estate and construction & engineering,” said Suvarna.

Ind-Ra believes the lower restructuring stems from the ₹3 lakh crore Emergency Credit Line Guarantee Scheme and the Covid-19 loans provided by banks, offering respite to issuers with weak liquidity and increasing their ability to withstand the sustained cash flow pressures caused by the Covid-19 led lockdown.

“Even though not all issuers had availed the additional funding, the same has flowed down to the entities lower down the value chain.

“Many banks have also automatically converted the interest due on the working capital loans under moratorium into term loans, thus, eliminating the need for the issuers to apply for the restructuring scheme,” the report said.

Moreover, the revised definition of micro, small and medium enterprises (MSMEs) has enhanced the access of freshly included entities to funding from the financial system.

Restructuring: Sentiments

Ind-Ra also believes that the sentiments of the issuers have played a role in them not availing the restructuring scheme. The liquidity crunch endured by the issuers in 1HFY21, backed by the onset of a recovery in 3Q (October-December) FY21, has led to a belief of their increased resilience towards their liabilities.

The opening of offices, factories, retail stores and malls backed by the festival and marriage season demand has led to the issuers witnessing a steady recovery in their credit profiles over October – December 2020, the report said.

Recovery for players operating in the textile sector was augmented by a demand improvement in their export markets. The production and consumption of steel have been improving month on month, backed by an increase in demand, reflecting in its prices.

The automobile industry also grew 6 per cent year on year on December 31, 2020, aided by festival demand, thus imbibing confidence in the small-medium scale auto dealers and OEM manufacturers.

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