sp report-indian fccb_21jun2012 (2)

Pileup Of Indian Foreign CurrencyConvertible Bond Maturities WillTest Issuers And InvestorsPrimary Credit Analyst:Vishal Kulkarni, CFA, Mumbai (91) 22-3342-4021; [email protected]

Secondary Contacts:Abhishek Dangra, Mumbai (91) 22-3342-3815; [email protected] G Smith, Singapore (65) 6239-6380; [email protected]

Research Contributor:Srinath VL, Mumbai; [email protected]

Table Of Contents

Only A Few FCCB Redemptions Are Likely

How We Classify FCCB Issuers

Key To The Sustainable Growth Of The FCCB Market

Related Criteria And Research

June 21, 2012

www.standardandpoors.com/ratingsdirect 1

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Pileup Of Indian Foreign Currency ConvertibleBond Maturities Will Test Issuers And InvestorsFor some Indian companies, issuing foreign currency convertible bonds (FCCBs) during the stock market boom of

2006-2008 seemed like a bright idea. But it's now turning into a nightmare. The bonds are usually U.S.

dollar-denominated, and have a fixed maturity date and low interest rate (0% in many cases). Investors have an

option to convert the bonds on maturity into equity shares at a predetermined price. This strategy helped the

companies get low-cost foreign currency loans for overseas acquisitions or expansion. Issuers and investors expected

India's stock market to continue to rise and the price of the companies' stock to exceed the conversion price when

the bonds matured. At that point, bondholders could have converted their holdings to equity and the issuers

wouldn't have had to repay them in cash.

This all seemed to make sense until the 2008 financial crisis led to a recession and pummeled world stock markets,

which are yet to fully recover. But now, with India's stock market still in a slump, investors don't want to convert

the US$5 billion in FCCBs that will mature in the rest of 2012 into stock that's worth 20%-90% less than the

conversion price. Instead, they want their money. The steep 30% drop in the value of the Indian rupee (INR) against

the U.S. dollar over past two years is exacerbating the problem. The result is that many FCCB issuers may have

trouble finding funds to repay bondholders–-and that those that can't will face payment default.

Overview

• The slump in India's stock market in recent years means that holders of the US$5 billion in foreign currency convertible bonds

maturing in the rest of 2012 aren't likely to convert the bonds into equity in the Indian companies that have issued them.

• Redeeming the bonds will be hard for most FCCB issuers because they have limited access to funds and borrowing rates are high.

• About half of the 48 companies with FCCBs maturing in the rest of 2012 will have to somehow restructure their bonds to avoid

default on payment.

Standard & Poor's Ratings Services believes that as many as half of the 48 companies with FCCBs maturing in the

rest of 2012 may default. To avoid that fate, they would have to restructure the bonds. Their options include: (1)

roll over the bonds with later maturity dates and higher coupons; (2) lower the conversion-to-equity price; or (3) get

bondholders to accept only a partial repayment of their principal. Perhaps only five of these companies are placed

well enough to pay off their FCCB debt, in our opinion. About 28 companies are likely to have to choose one of the

other possible restructuring options. Of our rated entities, Tata Motors Ltd. (BB-/Stable/--) is likely to redeem its

FCCBs at manageable costs this year and Tata Steel Ltd. (BB/Stable/--) has already rolled over the maturity of its

bonds.

Only A Few FCCB Redemptions Are Likely

The FCCB issuers find themselves in a fix because of a tepid global economy. This has slowed the issuers' revenue

and profit growth, dragged down their stock prices, and left them less able to service debt. Were they to pay off their

FCCBs, about one-third of the issuers would be left with EBITDA-to-interest coverage of less than 1.5x (meaning

Standard & Poors | RatingsDirect on the Global Credit Portal | June 21, 2012 2

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operating cash flows will barely be able to meet interest liabilities).

Access to loans is limited and borrowing costs are high

We expect most of the 48 companies to try to borrow via external commercial borrowings or through qualified

institutional placements (i.e., seeking funds from institutional investors) to pay off their FCCB debt. The Reserve

Bank of India, the country's central bank, allows companies to take the external commercial borrowing route to

redeem FCCB bonds. The maximum interest rate allowed on such borrowings is LIBOR plus five percentage points.

Orchid Chemicals & Pharmaceuticals Ltd., Hotel Leela Venture Ltd., and The India Cements Ltd. have in the past

redeemed FCCBs in this manner. We believe JSW Steel Ltd. will do the same, probably in June 2012. However, this

option is available only to companies with strong credit profiles. Moreover, overseas branches of Indian banks

provide most of such loans and could be constrained by their sometimes limited access to U.S dollars.

We estimate that interest expenses will rise by 25%, on average, for companies that can find funding to pay off

FCCBs. That's because about 80% of companies with FCCBs maturing in the rest of 2012 pay less than 2% interest

on the bonds, and about 60% have a zero coupon. However, the cost of borrowing to pay off the FCCBs would be

much higher--about 6% for external commercial borrowings and 10%-12% for loans from domestic commercial

banks. On an aggregate basis, we estimate that FCCB issuers will have to pay US$700 million a year in additional

interest--if they can refinance their FCCBs maturing in 2012.

Loans from Chinese banks could become an attractive funding source for some FCCB issuers. Already, Reliance

Communications Ltd. (RCom) has borrowed US$1.18 billion from Chinese banks at an interest rate of about 5%.

However, such loans are likely to be available to companies in the power and other infrastructure-related sectors

that have import-related relationships with China's manufacturing companies.

Asset sales and equity issuances offer little hope

Fresh equity issuance and asset sales are unlikely funding sources for FCCB issuers, in our view. The depressed share

prices and the low shareholding of promoters (those who help to form, organize, and finance companies) eliminate

the fresh equity issuance option. Also, it takes time to sell assets--and secured lenders may not support asset sales for

redemption of unsecured FCCBs. RCom has been trying to sell its controlling stake in Reliance Infratel Ltd., its

telecom tower unit, for some time. Suzlon Energy Ltd. plans to raise close to US$100 million from asset sales to

redeem part of its US$580 million FCCB maturities in 2012. We believe that Suzlon is unlikely to achieve this goal

because the first tranche of FCCBs mature in June 2012 and asset sales take time. Strides Arcolab Ltd. and Hotel

Leela have recently raised funds from asset sales. However, such examples are few and far between.

Weakening rupee and high redemption premiums add to the woes

The depreciation of the rupee against the U.S dollar over the past year will considerably increase the redemption

amount of maturing FCCBs in rupee terms. Most of the FCCBs that mature in 2012 were issued in 2007-2008,

when the rupee was at about INR42 to the U.S. dollar. The rupee has now plummeted more than 30% to about

INR55 per U.S. dollar. This would add about INR100 billion (about US$2 billion) to the value of FCCB maturities

in 2012.

Redemption premiums, which are about 40% in most cases, have added to the amount that FCCB issuers will have

to pay to bondholders should they go that route.


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Pileup Of Indian Foreign Currency Convertible Bond Maturities Will Test Issuers And Investors

How We Classify FCCB Issuers

We believe that close to half of the companies that have FCCBs maturing in the rest of 2012 are likely to restructure

the bonds. We have classified the 48 FCCB issuers with bonds maturing in 2012 into four categories depending on

their likely strategy (see table 1): Likely to redeem at manageable cost; likely to redeem at high cost; likely to

restructure the FCCBs with features of a distressed exchange, as defined in our criteria; and could default on

payment. Eight companies have taken care of their FCCB maturities so far in 2012. Standard & Poor's does not rate

any of these FCCBs.

Standard & Poor's views restructurings where the issuing entity faces distress and offers less than the original

promise as defacto defaults. This is even though the investors may accept the offer voluntarily. The alternative for

investors is a general payment default, in which they stand to fare even worse. This motivates (at least partially)

investors to accept such an offer for restructuring. In case of FCCBs maturing in 2012, many restructurings are

likely to be due to issuers' operating and financial difficulties, and could resemble distressed exchanges.

Table 1

Classification Of Companies Based On How They Are Likely To Handle Maturing FCCBs

Category Key parameters and general characteristics Examples

Likely to redeem atmanageable cost

Low ratio of FCCB to total debt; good cash balances and EBITDA interestcoverage; comfortable promoter stake; favorable market capitalization inrelation to total debt and FCCB maturity amount; ability to raise externalcommercial borrowings; low leverage.

Tata Motors Ltd., JSW Steel Ltd.,Strides Arcolab Ltd., Pidilite IndustriesLtd.

Likely to redeem at highcost

EBITDA interest coverage at 2.0x-2.5x; cash not sufficient to refinance FCCBs;positive operating cash flow and leverage support fresh borrowings; externalcommercial borrowing not likely source of funds.

Jaiprakash Associates Ltd., TulipTelecom Ltd., Everest Kanto CylinderLtd.

Likely to restructure theFCCB with features of adistressed exchange

Weak EBITDA interest coverage and leverage constrain fresh borrowing; lowpromoter shareholding disincentivises fresh equity raising; market capitalizationlower than total debt outstanding; some are already under corporate debtrestructuring.

Subex Ltd., ICSA India Ltd., SuzlonEnergy Ltd.

Could default on payment Very low market capitalization; negligible liquidity; very high leverage; EBITDAinterest coverage is less than 1.0x; operating cash flow negative, low promotershareholding; accounting issues in some cases.

Murli Industries Ltd., Prithvi InformationSolutions, KLG Systel Ltd., Pokarna Ltd.,Websol Energy System, Wanbury Ltd.

Borrowers and investors seem to regard the rollover of FCCBs with higher coupons and maturity extensions as the

most acceptable forms of restructuring. In 2009, Tata Steel rolled over its FCCBs maturing in September 2012 to

November 2014 and increased the coupon rate from 1% to 4.5%. We view the company's move as an example of

financial prudence, and not a restructuring. It took action well in advance of the debt's due date and not under

duress. On Feb. 27, 2012, Subex Ltd. extended its FCCB maturity date from March 9, 2012, to July 9, 2012.

However, the company's move was due to its weak performance, depressed share price, and inability to find

funding. Subex now expects to roll over some FCCBs. Suzlon has also sought more time to repay its US$360 million

FCCBs that are due in June 2012.

Lowering the conversion price gives FCCB holders more shares on conversion; but the equity dilution is higher for

existing shareholders and the share price could therefore fall. For companies where promoters do not have a sizable

equity stake, lowering the conversion price may not be an option as promoters may not be willing to let their

holding erode further. Resetting the conversion price needs approval from the Reserve Bank and is subject to the

shareholdings of foreign institutional investors staying within the limits that the central bank has stipulated.


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Uncertainty over bankruptcy proceedings mars recovery prospects

Slow and unpredictable legal proceedings in India in cases relating to corporate defaults are likely to deter

bondholders from taking the judicial route in Indian courts for recovery of funds. For example, investors in FCCBs

that Venus Remedies Ltd. had issued filed for liquidation proceedings after the company defaulted on its payments.

However, the investors had to settle for a negotiated maturity extension after a protracted court battle. An

unintended effect of a recent spate of legal cases by FCCB bondholders seeking liquidation of bond issuers that

default is that it may weaken the credibility of Indian FCCBs. Recovery expectations of FCCB holders may be

dashed if secured lenders to the company also consider recovery actions for defaults on secured loans. Most FCCBs

are unsecured and rank lower than secured debt in terms of repayment.

Defaults on FCCBs seem inevitable when issuers are starved for funds and bondholders insist on repayment of their

money at maturity. The defaults hamper the ability of the issuers to access international capital markets. Recent

defaulters are Wockhardt Ltd., Cranes Software International Ltd., Aftek Ltd., JCT Ltd., Venus Remedies,

Marksans Pharma Ltd., Mascon Global Ltd., Gremach Infrastructure Equipments And Projects Ltd., Pyramid

Saimira Theatre Ltd., and Zenith Infotech Ltd.

We believe the ongoing court battle between Wockhardt, which defaulted on its US$110 million FCCBs in 2009,

and investors in the FCCBs could set the tone for such cases. The court directed the company to repay FCCB holders

before paying secured creditors of the company. The matter remains pending, with the secured creditors threatening

to appeal the court decision. Another ongoing legal case involves Zenith Computers Ltd., which defaulted on its

FCCBs. The trustee for the bonds (on behalf of the lenders) has filed a winding up petition against the company.

Key To The Sustainable Growth Of The FCCB Market

The troubles confronting FCCB issuers in 2012 will cause those that have suffered the most damage to shy away

from such bonds in the future, in our opinion. In contrast, companies that are ready to issue bonds with reasonable

expectations--with 5%-6% interest rate and a conversion premium of less than 20%--should be able to attract

investors. For example, Suzlon recently issued US$150 million of FCCBs with an interest rate of 5%. The bonds are

mandatorily convertible into equity at a 10% premium to the stock market price at the time of the issuance.

Meanwhile, even the weakest companies that have FCCBs maturing in 2012 (see table 2) are unlikely to consider

defaulting on the bonds as their first option, given the messy litigation process. Many companies are in talks with

bondholders to roll over maturing FCCBs with revised terms, and with banks to refinance the bonds. Global

investors will watch for the outcome. And the future of FCCBs will likely depend on whether the new arrangements

work for issuers and investors alike.


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Table 2

The Companies With FCCBs Maturing In 2012

Corporate

Amountdue in 2012(including

redemptionpremium,mil. US$)

Coupon(%)

Maturitydate

Conversionprice (INR)

Currentshareprice(INR;as ofJune

20,2012)

Ratioof

FCCBamountto total

debt(%)

Totaldebt-to-EBITDA

ratio onredemption (x)

EBITDA-to-interestratio (x) before

redemption

ExpectedEBITDA-to-interest

ratio onredemption (x)

Redemption complete

Aarvee Denims& Exports Ltd.

5.92 0 April 11,2012

113.9 34.6 12 3.2 5 4.3

Bharat ForgeLtd.

57.03 0 April 28,2012

604 301.8 15 2.6 5.5 4.6

Kamat HotelsIndia Ltd.

19.6 5.50 March14, 2012

225 126.5 16 17.4 1 0.8

OrchidChemicals &PharmaceuticalsLtd.

167.64 0 Feb. 28,2012

348.3 111.2 49 5.3 2.1 1.5

Rajesh ExportsLtd.

25.46 0 Feb. 21,2012

67.1 136.3 5 (6.8) (2.3) (2.2)

RelianceCommunicationsLtd.

1181.51 0 March01, 2012

661.2 64.3 15 5 9.3 5.6

RuchiInfrastructureLtd.

18.78 0 Feb. 03,2012

39.2 19 34 4.3 N.A. N.A.

Tata Steel Ltd.(BB/Stable/--)

471.15 1.00 Sep. 05,2012

730.5 423.3 5 4.1 2.9 2.8

Redemption at manageable costs

JSW Steel Ltd. 391.84 0 June 28,2012

953.4 638 14 2.5 4.3 3.8

PidiliteIndustries Ltd.

51.84 0 Dec. 07,2012

204.8 161.7 84 0.9 14.9 8.2

Rolta India Ltd. 134.77 0 June 29,2012

368 73.0 46 2.2 12.7 6

Strides ArcolabLtd.

116.04 0 June 27,2012

462 758.4 23 6 2.6 2

Tata Motors Ltd.(BB-/Stable/--)

623.5 0 July. 12,2012

181.4 245.5 8 2.3 7.5 6.6

Redemption at a high cost

Easun ReyrolleLtd.

5.7 0 Dec. 5,2012

315 61.8 16 11.4 209.2 5.7

EducompSolutions Ltd.

110.75 0 July 26,2012

590 149 37 3.1 6 3.7

Everest KantoCylinder Ltd.

49.98 0 Oct. 10,2012

271.3 28.7 67 3.4 17.1 4.2

JaiprakashAssociates Ltd.

523.56 0 Sep. 12,2012

111.8 70.4 6 9.2 2.6 2.3

Karuturi GlobalLtd.

55.07 0 Oct. 19,2012

19 4.5 49 4.1 13.3 4.1

Man IndustriesIndia Ltd.

64.63 0 May 23,2012

115 104 78 5.1 13.1 2.6


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Table 2

The Companies With FCCBs Maturing In 2012 (cont.)

MicroTechnologiesIndia Ltd.

18.63 0.50 July 23,2012

250 141.1 34 1.5 11.3 7.4

PlethicoPharmaceuticalsLtd.

109.44 0 Oct. 23,2012

483.8 369.1 94 2.7 3.5 2.1

Prime Focus Ltd. 78.99 0 Dec. 13,2012

111 50.6 86 3.7 6.7 2.6

SharonBio-MedicineLtd.

23.3 0 Dec. 04,2012

252 446.3 N.A. N.A. 2.7 1.9

SuranaIndustries Ltd.

18.12 2.00 June 20,2012

137 151.7 6 8 1.9 1.7

Shri LakshmiCotsyn Ltd.

14.46 0 Sep. 27,2012

108 104.8 7 3.9 2.8 2.6

TantiaConstructionsLtd.

3.44 1.00 July 18,2012

140 51.7 4 5.3 2.1 2

Tulip TelecomLtd.

140.17 0 Aug. 26,2012

227.4 100.0 39 2.7 4.6 3.2

Uflex Ltd. 11.45 4.00 March09, 2012

145 103.5 4 2.3 3.4 3.3

Likely to restructure the FCCBs with features of a distressed exchange

FirstsourceSolutions Ltd.

240.13 0 Dec. 04,2012

92.3 8.3 125 7.8 3.2 1

Gayatri ProjectsLtd.

42.34 0 Aug. 03,2012

288 100.5 7 16.1 1.8 1.5

GeminiCommunicationsLtd.

20.5 6.00 July 18,2012

41.7 17.9 26 3.2 2.7 2.3

ICSA India Ltd. -Tranche I

32.74 2.50 April 28,2012

189.7 14.7 18 3.1 3.2 2.1

ICSA India Ltd. -Tranche II

30.01 2.50 March10, 2012

Subex Ltd. -Tranche I

85.16 5.00 March09, 2012

656 22.7 78 5.4 3.1 1.6

Subex Ltd. -Tranche II

53.05 2.00 March09, 2012

Grabal AlokImpex Ltd.

28.43 1.00 April 05,2012

51 N.A. 28 11.3 1.7 1.1

Suzlon EnergyLtd. - Tranche I

306.87 0 June 12,2012

97.3 17.5 13 12.7 0.9 0.8

Suzlon EnergyLtd. - Tranche II

175.84 0 Oct. 11,2012

Suzlon EnergyLtd. - Tranche III

53.44 7.50 June 12,2012

Suzlon EnergyLtd. - Tranche IV

32.8 7.50 Oct. 11,2012

Could default on payment

3i Infotech Ltd. -Tranche I

93.86 0 July 27,2012

154.3 8.8 9 9.4 0.9 0.9


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Table 2

The Companies With FCCBs Maturing In 2012 (cont.)

3i Infotech Ltd. -Tranche II

36.3 0 May 18,2012

Ankur Drugs &Pharma Ltd.

26.6 0 Dec. 27,2012

165 11.1 11 9.3 1.3 1.1

Great OffshoreLtd.

40 7.25 Oct. 12,2012

565 81 6 8.9 2.4 2.1

GTLInfrastructureLtd.

320.55 0 Nov. 29,2012

53 7.9 14 21.4 0.9 0.7

GV Films Ltd. 16.38 0 Oct. 23,2012

N.A. 0.5 341 (25.6) (2.9) (0.2)

Hotel LeelaVentures Ltd.

60.98 0 April 25,2012

72 31.2 8 24.9 2.9 1.9

Indowind EnergyLtd.

30 0 Dec. 01,2012

48.9 to 65 4.9 85 9.6 5.5 1.3

KLG Systel Ltd. 31.63 1.00 March27, 2012

350 17.5 60 (21) (0.5) (0.3)

KSL andIndustries Ltd.

111.58 2.00 May 19,2012

N.A. 62.6 35 13.6 0.9 0.7

Moser BaerIndia Ltd. -Tranche I

61.45 0 June 21,2012

363.9 9 8 (82.6) (0.2) (0.1)

Moser BaerIndia Ltd. -Tranche II

59.93 0 June 21,2012

Murli IndustriesLtd.

8.23 0 Feb. 06,2012

379 15.8 3 175.7 0.1 0.1

PioneerEmbroideriesLtd.

16.41 0 April 28,2012

224 9 34 32.7 0.5 0.4

Pokarna Ltd. 17.34 0 March29, 2012

236.5 81 28 12.4 0.9 0.7

PrithviInformationSolutions

76.1 0 Feb. 27,2012

469 16.3 84 16.5 1.7 0.6

Pyramid SaimiraTheatre Ltd.

122.56 1.75 July 04,2012

454 N.A. 153 3.6 N.A. N.A.

ShreeAshtavinayakCine Vision

27.34 2.88% Dec. 22,2012

8.9 3.9 40 1.9 10 6

Sterling BiotechLtd.

183.84 0 May 16,2012

163 6.5 25 6.4 2.4 1.8

Websol EnergySystem Ltd.

22.05 0 Nov. 01,2012

540 8.6 37 (3) (4.9) (3.3)

Wanbury Ltd. -Tranche I

14.41 1.00 April 23,2012

175 17.5 14 (12.9) (1.2) (0.9)

Wanbury Ltd. -Tranche II

12.66 1.00 Dec. 17,2012

138

XL Energy Ltd. 46.6 0 Oct. 23,2012

260 4.1 26 (23.6) (1.7) (0.9)

Zenith InfotechLtd.

46.7 Variable Aug. 17,2012

310.4 35 66 6.3 2.9 1.5

N.A.--Not available. Source: Bloomberg.


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Related Criteria And Research

• Principles Of Credit Ratings, Feb. 16, 2011

• Timeliness Of Payments: Grace Periods, Guarantees, And Use Of 'D' And 'SD' Ratings, Dec. 23, 2010

• Rating Implications Of Exchange Offers And Similar Restructurings, Update, May 12, 2009


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sp report-indian fccb_21jun2012 (2)

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