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Deal Watcher DEAL WATCHER INDIA MARKET UPDATE FOR THE QUARTER ENDED MARCH 31, 2020 FOREWORD Dear clients and associates, Private equity (PE), venture capital (VC) and other investments in India suffered as apprehensions over the distressing spread of COVID-19 made deal-making a difficult affair. Uncertainty over the impact of COVID-19 is expected to act as a substantial factor influencing the Indian investments. With the pandemic causing a significant rise in business risks, indications of funding cutbacks may be seen across investment activities. The forthcoming quarters may provide additional insights into just how much COVID-19 is impacting alternate investments and whether investors are holding back funds for follow-on rounds and existing portfolio companies. We spoke to a number of VC/PE firms to get their perspective on the road ahead. Despite the uncertainty, the Central government has strived continuously to support the flailing economy, and this has enabled the Indian investment scenario to limit this pandemic’s impact on the investing activities preventing absolute derailment of deal values and counts for the quarter. In the quarter-ended March, there were over 271 private equity investments & venture capital investments with reported values of over US$ 3.35 bn. Some of the key deals include: • Brookfield Asset Management Inc’s US$ 343.42 mn in IndoStar Capital Finance Ltd. • Bundl Technologies Pvt. Ltd. raised US$ 155.67 mn from a clutch of investors including Naspers, Wellington Management, Tencent Holdings, Samsung Venture Investment Corp and others. It was noticed that Information Technology and Consumer Discretionary were the most sought-after sectors (with 126 and 51 deals respectively) followed by Finance (24 deals), Healthcare (23 deals), Industrials (21 deals) and Consumer Staples (19 deals). We expect these sectors to continue their strong run and be of interest in the upcoming quarters as well. Our Deal Watcher also covers over 180 M&A transactions with Information Technology and Industrials leading the way and witnessing the highest number of deals at 45 and 28 respectively, followed by Consumer Discretionary (27 deals), Finance (25 deals) and Utilities (15 deals). Some of the prominent deals include: • Groupe ADP’s acquisition of GMR Infra Services for US$ 1.5 bn. • The acquisition of Yes Bank by SBI, Bandhan Bank, HDFC Ltd, ICICI Bank, IDFC First Bank, Kotak Mahindra and The Federal Bank. We hope that this publication will make for a useful and value-additive reading, during such uncertain times. Vaibhav Manek Partner – Business Advisory Services 2 INDEX Sr. No. Contents Page 1 Reassessing the fundraising process post COVID-19 4-6 2 Private equity and venture capital deals 7-12 3 Private equity and venture capital exits 13-16 4 Rethinking M&A in light of COVID-19 17-19 5 Mergers and acquisitions 20-23 6 Analysis of key transactions for the quarter 24-29 7 Deal alert – Facebook’s investment in Reliance Jio 30-31 3 REASSESSING THE FUNDRAISING PROCESS POST COVID-19 REASSESSING THE FUNDRAISING PROCESS POST COVID-19 KNAV Dealwatcher | Quarter ended March 2020 Uncertainty over the impact of COVID-19 is expected to Key takeaways for fund seekers: significantly impact fundraising for the private equity and venture capital investment landscape as well. Several • Valuation multiples may be trimmed. startups are looking for guidance regarding the financial • Primary focus should be maintenance of liquidity. future of their existence and liquidity while investors are • Funds may be sought using a bridge round in order to seeking insights into how the venture markets will behave protect valuations. post the pandemic. In this section we shall look at certain • Companies may consider a deferred valuation by practices that can be followed by both investors and issuing convertible notes, with a lucrative discount investees in order to ensure smooth fundraising and capital (ranging from 20-25%) on equity-conversion in the investment in the start-up ecosystem. next round. • Investees should first approach existing investors and Investee Standpoint then move to other investors. • It is almost certain that in a deteriorating market, the eventual price and negotiation terms will be less • The fundraising process, during such times may attribute a favourable than the terms that were prevalent during the lot of premium to acquaintances and familiarity: extravagant investment periods prior to the crisis. o Funds should be primarily sought from existing • As a result, businesses must first analyse their current investors by having an open dialogue with respect to liquidity position and try to manage it in the best possible the ticket size they might be open to and what valuation manner. The goal should be to have 12 months of solid can be offered. cash position in order to muscle past the current o The outreach should then be extended to external economic obstacles. investors with whom the management team or appointed • If for some reason, adequate runways have not been consultants have cordial business relations. maintained, funds should be sought via a “bridge round” in order to protect valuations and avert liquidity • Considering the several economic reliefs announced by the crises. Having said that, it is safe to assume that it will be legislative bodies, obtaining working capital loans at very challenging to raise funds in atleast the next three to reduced borrowing costs may also be viewed as a viable six months and possibly longer. option for procuring short term capital. 5 REASSESSING THE FUNDRAISING PROCESS POST COVID-19 KNAV Dealwatcher | Quarter ended March 2020 Investors’ Standpoint • From an investor standpoint, all assumptions and trends attractive valuations that are now available in the from bull market financings that were relied upon just a market. few weeks ago, may not apply any more. Many investors are expected to move away from thinking • Restoration of price rationality in the markets may entice about “mandatory growth” to “sustainable growth several funds to increase their investments and make a with a path to profitability”. continued show of it, now and in the coming months. • Venture firms must embark on the process of Investors who believe in a long-term horizon and are segmenting their portfolios, especially for later stage willing to see through challenging months/quarters for the companies, based on whether their offering is affected long-term opportunity shall stand at an advantage. Being positively, neutrally or negatively by the pandemic. responsive and persistent will pay off and help sustain such times of adversity. • Transparent interaction with the LPs, explaining to them their portfolio’s exposure that may be inflicted by the Key takeaways for investors: economic downturn shall help the funds’ management teams in conducting a revised “reserve analysis” in • Funds must segment their portfolios in order to order to strategize allocation of the funds’ “dry examine COVID-19’s impact on it. powder”. • Emphasize on transparent communications with LPs and inform them about their portfolio’s exposure. • Several venture capitalists have advised their portfolio • Analyse allocation of dry powder across existing and companies to restate their existing forecasts and plan for a much tighter capital environment, with far less future portfolio companies. growth, in order to obtain an insight into the “true • Assess business forecasts in order to calculate true returns” that they might be able to earn on their exit. returns from investments. • Investors may seize this opportunity to amplify their • On the contrary, there are several venture funds who investments in lieu of long-term profits. are looking to invest in startups, primarily due to the 6 PRIVATE EQUITY/ VENTURE CAPITAL DEALS PE/VC DEALS – DEAL CLASSIFICATION PE / VC deals | Quarter ended March 2020 The following charts provide an analysis of the prominent PE/VC deal classifications, in terms of number of deals and transaction values which were witnessed in the quarter. Deal classification by count Deal classification by value (US$ mn) 1913 137 94 876 430 25 15 131 0 0 Pre-IPO PIPE Private Venture Angel/Seed Pre-IPO Angel/Seed PIPE Private Venture Equity Capital Equity Capital Of the total 271 PE/VC deals in this quarter, maximum Out of the transactions for which values were disclosed, number of deals were endorsed by angel/seed the investment in this quarter amounted to US$ 3.35 bn. investments (137 deals), followed by venture capital The highest amount of funds were invested in the form of (94 deals) and private equity (25 deals). venture capital (US$ 1.91 bn), followed by private equity deals (US$ 876 mn), PIPE deals (US$ 430 mn), and angel/seed investments (US$ 131 mn). 8 PE/VC DEALS – SECTOR WISE ANALYSIS PE / VC deals | Quarter ended March 2020 The following charts provide an analysis of the prominent sectors which have witnessed private equity/ venture capital investments in terms of number of deals and transaction value for the quarter. Top sectors by number of deals Top sectors by value (US$ mn) 126 1270 648 51 497 531 241 19 21 23 24 101 Of the total 271 PE/VC deals in this quarter, the highest Out of the transactions for which values were disclosed, the number of investments were made in information investment in this quarter amounted to US$ 3.35 bn. The technology (126 deals) followed by consumer highest amount of funds were invested in the information discretionary (51 deals) and finance (24 deals). technology sector (led by Alibaba’s investment in Zomato for a US$ 150 mn deal) followed by the finance sector (led by Brookfield Asset Management Inc’s investment in IndoStar Capital Finance) and consumer discretionary (led by Warburg Pincus LLC’s investment in Apollo Tyres). 9 CITY WISE ANALYSIS PE / VC deals | Quarter ended March 2020 The following charts provide an analysis of the prominent sectors which have witnessed private equity/ venture capital investments in terms of number of deals and the total transaction value for the quarter by the top cities.
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