spa capital advisors limiteda advisory.pdf · 2016-04-09 · spa capital advisors limited 25, c -...
TRANSCRIPT
SPA Capital Advisors Limited(Formerly SPA Merchant Bankers Limited)
SEBI Registered Category – I Merchant Bankers
Email: [email protected]
About SPA • SPA is a leading composite financial services provider growing on strength of its research
based customer centric approach and consistent servicing. Thorough understanding of client’sperspective and requirements supported with exhaustive research forms the backbone of allour services.
• A team of over 1000+ dedicated professionals comprising Bankers, Chartered Accountants,Company Secretaries, MBAs and Technocrats is striving towards providing financial solutionsand achieving customer satisfaction.
• Key strength of the team- deep understanding of capital market, Money Markets, Swaps,Options, strong networking with institutional investors, expertise in industry sectors & ability
• Key strength of the team- deep understanding of capital market, Money Markets, Swaps,Options, strong networking with institutional investors, expertise in industry sectors & abilityto structure transactions and products suitable to needs of the client.
• Offering Innovative, integrated & customized solutions to corporate, funds, institutions andindividuals.
• Ranked amongst top merchant bankers continuously in the league of arrangers of primarydebt placements (source: Prime Database) & amongst top 2 in short-term debt syndication.
• All India network of offices & strong relationship with Institutional Investors like commercialbanks & mutual funds.
• Large network of Associates and Sub-brokers spread all across the Country.
SPA
SPA Capital Services Limited: One of the largest Mutual Fund distributor with AUM
Exceeding 15,000 Crores
SPA Insurance Broking Services Limited: Amongst Top 20
SPA Securities Limited: SEBI Registered Broker
with NSE WDM Turnover SPA Amongst Top 20 Insurance advisors with 500+ corporate clients
SPA Capital Advisors Limited (Formerly, SPA Merchant
Bankers Limited): Amongst Top 10 Merchant Bankers in
India
SEBI Registered Broker with NSE WDM Turnover
exceeding 1,50,000 Crores
Range of Services - Corporate Advisory
M & A Advisory Services-An Introduction
SPA’s Merger & Acquisition Group is a team of highly experienced professionals with specific skills and capabilities focused on the sale of closely-held businesses. This group goes the extra mile and has the roll-up the shirt sleeves mentality that must exist to successfully complete transactions.
SPA possesses particular strengths in advising companies in transactions. Our seasoned professionals have initiated several transactions in this market. Our experience covers most major industry groups and we are equally skilled at representing either buyers or sellers.
SPA provides general and special counselling in mergers, acquisitions, dispositions, leveraged buyouts, ESOPs and spin-offs of publicly-traded and closely-held companies. Our understanding of business industries and our range of specialist legal services allows us to deliver the best possible solutions to all of the major legal challenges that our clients encounter, maximizing potential benefits and minimizing risk exposure.
Clients Who Count On Us
Referrals from existing clients constitute the largest single source of clients for SPA. Other valued reference sources for new assignments include, accounting firms, law firms, and investment banking organizations.
M&A Advisory- A Snapshot
Internal Restructuring
Arrangement with Creditors/Members
Buy Back of Shares
Amalgamation /Mergers
Transactions
Acquisition of Entity (Shares)
Buy Back of Shares
Part IX Conversion
Pre IPO Structuring
Succession Planning
Family Arrangement
Reduction of Capital
De-merger or Hive-Off
Acquisition of Business
Joint Ventures
Range of Transaction Services
Objective
Value Chain
Developing Broad level tax strategy
based on transaction
objective
Pre-Transaction
Advisory
Analysis of Target’s Tax Position & Tax
status Communicate
Tax adjustment to purchase
Purchase agreement considerations
Tax Due Diligence
Optimizing Tax opportunities
giving due consideration to the transaction
cost
Transaction Structuring
Implementing selected strategy
Ensure post deal integration
Implications/ Post Deal Services
How SPA can help
Advisory
Identifying alternative structures
High level understandin g of potential
tax Issus
Identifying tax opportunities
Detailed review & Analysis of:
Indian Tax compliances
Existing Tax Litigations
Contingencies from Tax filings
Level of potential risk areas with
estimated quantifications
Structuring
Innovative investment
structures Innovative
financial structures Purchase price
allocation Managing
future tax Cost Business
Reorganization to optimize on group
tax position JV Structuring &
agreement review Exit Strategies
Services
End to end assistance in a
section 391-394 arrangement
including Liaoning with the lawyer
during court process
Obtaining regulatory
approvals from govt. bodies
Assistance in post deal compliance
requirement
Value Creation in Deals
Deal Continuum
Phase I
Understanding Tax Objectives Adjustments on
Phase II
Tax inputs Signing of for agreements
Negotiation Post Deal Objectives Adjustments on
Pricing
Strategy Evaluation
for agreements Negotiation
Documentation
Post Deal Implementation
/Closing the Deal
Transaction Structuring
Value Creation Continued Interaction and involvement
What Differentiates Us?
Deals are all we do. We are fully dedicated to the
transaction
We provide a
•M&A tax & regulatory structuring specialists who work exclusively on corporate transactions
• Team Capable of handling compliances We provide a
wide range of services.
Clients tell us that our process makes
a difference.
• Dedicated M&A Team
• Experience across industry
• Valuation specialists
What Differentiates Us? Our People
Dedicated Team specializing in
Merger & Acquisition Advisory
Transaction Experience
• Reasonable presence across all
Domain Experience
• Ability to cover a wide spectrum of laws in
any transaction • Reasonable presence across all
the Practice area
• Extensive experience in transactions /
restructuring across varied sectors
• Ability to provide innovative solutions
• Excellent track record for
conceptualization & implementation
of corporate restructuring proposals
• Far reaching project management
skills
any transaction
Direct Taxes
Indirect Taxes
Stamp Duty
Exchange control Regulations
Securities law
Company Law
Accounting Aspects
•Our implementation experience enables us
to provide a practical insight in every
situation
Key Legislations/Regulations Involved
• SEBI • Tax Laws • Exchange Control • Foreign Direct Investment
• Stamp Duty Laws
• Accounting Implications • Companies Act
• Competition Act
Value Propositions
Global Reach We provide wide range of services
Clients tell us that
‘One stop shop’ for domestic & cross border solutions
Our M&A tax network offers you:
Clients tell us that our processes
make a difference • M&A and structuring specialists •A Global, co-ordinated network • Innovative, value added services • Practical Implementation expertise • Proven Processes •A consistent approach •Holistic services
Select Clientele
Emars Mining & Construction Pvt.
Ltd. ibn18 Broadcast Ltd
Investment of USD 10 Million
Auvex Resources Ltd
ibn18 Broadcast Ltd
Investment of USD 12 Million
ibn18 Mauritius Ltd
Acme Tel Power Ltd (Acme Tele Power (Mauritius) Pvt. Ltd.))
Investment in Series F Preference Shares USD 30 Million
BC Holdings (UK) Limited Shares USD 30 Million
eSolar, Inc.
BC Holdings (UK) Limited
Investment in INR 67 Million
BC Management
Blackstone GPV Capital Partners (Mauritius)
V-H, Ltd.
GlobalLogic Inc. GlobalLogic Inc. Investment of USD 64 million
Investment of USD 6 Million Gateway Rail Freight
Pvt. Ltd. Rofous Software (India) Pvt. Ltd.
Hindustan Coca Cola Overseas Holdings Pvt. Ltd. and
Bharat Coca Cola Overseas Holdings Pvt. Ltd.
Total Investment of INR 1,393 Million
Hindustan Coca Cola Holdings Pvt. Ltd.
Marksans Pharma Ltd.
(Marksans Pharma UK Limited )
Investment of GBP 8.6 Million R Systems
International Ltd. Investment of GBP 8.6 Million
Relonchem Limited
International Ltd.
Investment in
Computaris International Ltd
Air Works India (Engineering) Pvt. Ltd. Investment of GBP 7.675 Million
Air Works UK Engineering Ltd. for acquisition of 89% stake of
Air Livery Plc. Air Livery Plc.
New York Life International Holdings Ltd.
Investment in
Max New York Life Insurance Company Ltd.
Vertex Customer Services India Pvt. Ltd.
Investment in
Vertex Administration Limited
Neilsoft Ltd. (Aarchforce Inc.,)
merged into
Cadforce, Inc.
Quatrro BPO Solutions Pvt. Ltd.
Investment of GBP 5.48 Million
Quatrro Interactive Entertainment Solutions Pvt. Ltd. Solutions Pvt. Ltd.
OnMobile Global Limited sale of 156,983 equity shares (9%)
Verse Innovation Private Limited to
Omidyar Mauritius
Moser Baer Investment Limited
Purchase of Investment from Peraround Limited
SolFocus Inc.
Moser Baer India Limited
Sale of Investment
SolFocus Inc. to Moser Baer Solar Plc
Moser Baer Investment Limited (Photovoltaic Holding Plc)
Investment USD 16.01
Moser Baer Solar Plc Moser Baer Solar Plc
Moser Baer Investments Limited
Investment in
Solaria Corporation (Nicofly Limited)
NMDC Limited
acquisition of 51% stake
KIOCL Limited KIOCL Limited
Fairness opinion on
Network18 Media and Investments Limited
for proposed merger/demerger of
Network 18, Infomedia 18 & Television 18
Fairness Opinion on valuation of
PVR Limited (PVR) &
Leisure World Private Limited (LWPL) for for
LWPL
merger into
PVR
Fairness Opinion on Valuation of equity shares
Axis IT & T Limited
For Corporate Restructuring within the
Group companies
(Axis IT&T Limited, Axis Aerospace Limited, Tayana Digital Private Limited, Cades Digital Private
Limited)
Fairness opinion & Share entitlement ratio of valuation of
Kama Holdings Limited
for proposed Corporate restructuring of
Group Companies Group Companies Fairness opinion on
ZEE Entertainment Enterprises Limited
for proposed merger of
9X with ZEE Entertainment Enterprises Limited
Fairness opinion on equity share valuation of
East Cost Steel Ltd. (ECSL) for merger of
East Cost Steel Ltd. (ECSL) and Mind Factory Entertainment Pvt. Ltd. (MFEPL) Factory Entertainment Pvt. Ltd. (MFEPL)
Fairness opinion on
Jayaswal Neco Industries Limited for proposed merger of
Jayaswal Neco Industries Limited (JNIL) and Inertia Iron & Steel Industries Pvt. Ltd. (IISPL)
Fairness Opinion on valuation of
Bajaj Hindusthan Sugar and Industries Ltd (BHSIL)
&
Phenil Sugars Private Ltd. (PSPL)
for
Corporate Restructuring
CLIENT QUOTES
•“Very professional and prompt in services” - CFO, of an IT Major
•“Kept to deadlines, and excellent self explanatory report” - Director Finance, of Media Company
•“Timely and clear communication, during process and final product was worth the money” - CFO, Telecommunication Company
•“What they delivered was beyond the assignment, it had a touch of advisory, which was priceless”- CEO, Healthcare Company
Other Services Offered By SPA Group Investment Banking Distribution of Securities Broking Insurance
Financial Products Broking
Management of Public & Rights Offer Private Placement of equity
& debt Managers to
Takeovers/Mergers/
Mutual Funds Public Issues Bonds Fixed Deposits Debt Issues Other financial
Cash Market Wholesale Debt
Market Futures & Options
Life Insurance Broking Non-Life
Insurance Broking
Takeovers/Mergers/ Acquisitions Delisting & Buyback offers Equity Research Overseas listing (FCCB) ESOPs Advisory Debt Restructuring Financial structuring Loan syndication Short Term Debt
Other financial products
Corporate Offices Branch Offices
Corporate Advisory Group SPA Capital Advisors Limited
25, C - Block, Community Centre
Janak Puri, New Delhi - 110058 Tel. - +91 11 45675585Tel. -
4567 5558Ǿŀƭdzŀǘƛƻƴ@spacapital.com
101/A, 10th Floor, Mittal Court, Nariman Point,
Mumbai – 400 021Tel. – 022-22801240-49