Displaying items by tag: bankruptcy

Kenya: The Supreme Court of Kenya has ordered lenders Absa Bank and KCB Group to not seize Savannah Cement's assets or appoint administrators or receivers for it after the producer defaulted on its debts. The producer's debts include US$2.41m in interest and US$110,000 in penalties. The temporary block will stand until the court issues further directions. Business Daily News has reported that the court has ordered Savannah Cement to pay US$81,200 to Absa Bank by 28 December 2022.

Savannah Cement director Benson Sande Ndete alleged that lenders coerced the company into repaying US$40.6m-worth of debt. The law forbids interest payments greater than the principal sum of a loan.

Ndete said, "The firm is working to complete the funding of its Kitui clinker plant project, which will allow it to get all the funds necessary to clear the debts."

Spain: FCC subsidiary Cementos Portland Valderrivas has completed its acquisition of global investment company KKR's Andalusian business, including its subsidiary Surgyps. Surgyps operates an 800,000t/yr grinding plant in Jerez de la Frontera, Cádiz. The business filed for bankruptcy in 2010, but continued to operate the plant under a government concession, lasting until 2031.

The El Economista newspaper has reported that Cementos Portland Valderrivas said "With this operation, the group complements its position in Andalusia by taking a decisive step in our commitment to reduce the carbon footprint of cement."

The group controls six integrated cement plants across Spain, with a total capacity of 9.9Mt/yr.

Brazil: Cimento Tupi has filed for so-called preventative bankruptcy to deal with its US$627m total debts, with the majority attributable to bondholders. The Valor Economico newspaper has reported that the cement producer has suffered due to a downturn in the sector since 2014 and currency depreciation.

The producer has an installed capacity of 2.5Mt/yr consisting of one integrated plant at Pedra do Sino in Minas Gerais and a grinding plant in Modi das Cruzes in São Paulo. In 2011 it began modernisation of its cement operations, for which it withdrew bank loans. Lenders launched legal action in April 2019 after the company defaulted on around US$30m of repayments to foreign investors.

India: The Binani Operational Creditors Forum (BOCF) is seeking a forensic audit of the insolvency resolution process of Binani Cement due to an alleged lack of transparency. The forum has filed a petition in the Supreme Court, according to the Press Trust of India. Binani Cement owes about US$1.07bn to its creditors.

The Supreme Court previously blocked an out-of-court offer by UltraTech Cement for Binani Cement. A consortium led by Dalmia Bharat won an auction for Binani Cement with a bid of US$974m in early March 2018. However, UltraTech Cement then made a direct bid to Binani Cement a few weeks later. According to the BOCF, the operational creditors are expected to only receive US$23.2m from a total exposure of US$107m if the bid from Dalmia Bharat is allowed to complete.

Persistence has paid off for UltraTech Cement this week. Although the deal is not complete, all the signs are pointing towards India’s largest cement producer buying Binani Cement despite losing an auction for it last month. Here’s a recap of what has happened so far.

In July 2017 the National Company Law Tribunal (NCLT) in Kolkata, a semi-judicial body that rules on issues relating to companies, started insolvency proceedings for Binani Cement. It followed a plea by one of the cement company’s creditors, the Bank of Baroda, that had an outstanding claim of around US$15m. The Kolkata bench of the NCLT rejected Binani Cement’s argument that the debt was tiny compared to the assets of its parent company Binani Industries of US$2.15bn. It then appointed an administrator, or resolution professional, called Vijaykumar Iyer, a partner at Deloitte Touche Tohmatsu India. More on him later on.

The subsequent auction of Binani Cement raised lots of interest both internationally and locally due to its production base. The company operates a 4.9Mt/yr plant at Binanigram in Rajasthan with two kilns and four mills. It also runs a 1.4Mt/yr cement grinding plant at Sirohi in the same state. Unusually though for an Indian producer it also runs a 2Mt/yr grinding plant at Jebel Ali, Dubai in the UAE and a 0.5Mt/yr integrated plant, Shandong Cement, in China.

Its products domestically in India include 43 and 53 grades Ordinary Portland Cement and Portland Pozzolana Cement, with the Bollywood film star Amitabh Bachchan as its brand ambassador. On that last point the Indian Supreme Court chastised Binani Cement in 2014 for not paying sales tax in Rajasthan whilst being able to hire Bachchan! However, given the ferocity of the struggle to buy Binani Cement maybe all that marketing of the brand paid off, giving the producer a much higher profile than it might otherwise have had.

Anyway, lots of companies showed interest in Binani Cement in the first round of bidding in late 2017. CRH, LafargeHolcim, HeidelbergCement, India Cement, Orient Cement, Ramco Cement, Shree Cement, UltraTech Cement and Piramal Group were all linked to the auction. Eventually UltraTech Cement, JSW Cement, Ramco Cement, HeidelbergCement India, Dalmia Bharat and a pair of Indian investors all submitted bids and JSW Cement emerged as the winner with a bid of US$919m. However the emergence of an additional liability of around US$250m scuppered that auction when it turned out that Binani Cement had offered a corporate guarantee for the acquisition of a fibreglass asset in Europe known as 3B in 2012 by Binani Industries. By February 2018 the next auction was in progress and this time Dalmia Bharat Cement and UltraTech Cement led the race. Dalmia Bharat won the second auction with a bid of around US$1.03bn made in a consortium with Bain Capital’s India Resurgent Fund and Piramal Enterprises.

At this point the situation might have conceivably slowed down. Instead, UltraTech Cement kept on fighting and queried the entire bidding process. It then made a direct offer of US$1.11bn to Binani Cement in the form of a so-called ‘comfort letter’ that Binani Industries used to stop the insolvency process. At the same time it received approval from the Competition Commission of India in its bid for Binani Cement, the previous absence of which was one of the reasons its bid against Dalmia Bharat was rejected.

Indian company law now faced a dilemma over how a bankruptcy works given that the NCLT was meant to be in charge. A way out was found though when the NCLT in Kolkata and the National Company Law Appellate Tribunal both allowed the bidders to settle the dispute ‘amicably.’ To add further confusion the administrator Vijaykumar Iyer also alleged right in the middle of the final tussle between Dalmia Bharat and UltraTech Cement that fraudulent transactions had been made by Binani Cement! Whether this has any further implications remains to be seen.

At this stage nobody is likely to declare UltraTech Cement the winner of Binani Cement until it actually picks up the keys to the cement plants. Perhaps not even then in case of any lingering legal issues! UltraTech Cement clearly views Rajasthan as a growth area given the tenacity with which it has gone after Binani Cement. It operates two integrated plants in the state and is building two more of its own. After its long journey in buying plants from Jaiprakash Associates in 2017, UltraTech Cement is starting to look like the cement producer that simply won’t take no for an answer.

India: UltraTech Cement has made a new US$1.11bn bid directly to Binani Cement in order to buy it. Binani’s parent company Binani Industries is independently seeking to stop the insolvency proceedings of its cement subsidiary using the money offered by UltraTech Cement in a so called ‘comfort letter.’ In a statement UltraTech Cement said it had in principle agreed to buy 98.5% of the shares of Binani Cement.

However, a consortium led by Dalmia Bharat won an auction for Binani Cement with a bid of US$974m in early March 2018. The auction was run by the National Company Law Tribunal under insolvency proceedings. Binani Cement has since complained that the bidding process was not run on a transparent process, according to the Economic Times newspaper. It added that the ‘shortcomings’ in the insolvency process had prompted the company to look at other options. The on-going struggle by UltraTech Cement and Dalmia Bharat is expected to test local bankruptcy law.

India’s Economic Times (ET) has run a story today that really illustrates the heart of the current oversupply issues surrounding the cement sector in India. It reports that Binani Cement, one of the country’s many medium-sized domestic players, is circling the drain ahead of full bankruptcy proceedings. According to ‘senior officials,’ who spoke on the condition of anonymity, the company has already attracted interest from LafargeHolcim, HeidelbergCement and CRH, as well as a plethora of domestic players. There are a total of 15 interested parties so far: the three multinationals, nine domestic cement producers and three investment firms.

With 11.3Mt/yr of capacity, Binani Cement is not a small player by international standards. Unusually for an Indian producer, it even has capacity elsewhere, in China and Dubai. It is part of the larger BRAJ Binani Group, which is involved in glass fibre, energy, IT and more. The fact that the cement company is now up for sale really underscores the extent to which India doesn’t need the 100Mt/yr of extra capacity that was highlighted by the Cement Manufacturers Association in September 2017. India could lose 10 Binani Cements overnight and still have enough capacity to meet domestic demand!

Binani’s issues are, at least in part, geographic. It has assets exclusively in the north of India, which has seen weakened homebuilding and infrastructure activities since the implementation of the government’s demonetisation policy, as well as the highest impacts from rising imported fossil fuel prices. The implementation of India’s new Goods and Services Tax (GST), which has increased cement prices, has not helped. The bulk of Binani’s operations are in Rajasthan and Uttar Pradesh, both states far from the coast. When even UltraTech Cement’s profit is down, the squeeze for some smaller producers is becoming too much. On its own Binani cannot handle the heat, but its assets would certainly make a nice addition for a larger player.

In this way, the consolidating Indian cement sector represents a microcosm of the global situation. Binani’s troubles highlight how much better large companies are at spreading the risks of operating in different markets. As discussed in our forthcoming December 2017 issue, the advantages of being a multinational player with a large number of geographical markets appears to be gradually returning once again, with smaller regional players once again suffering from geographical disadvantages.

Of course, in an environment ripe for consolidation it is very interesting to note that CRH is among the international players linked to Binani. It clearly wants the benefits of being a fully-fledged multinational and is going full-steam ahead to get there. It has spent Euro1.34bn on 27 acquisitions of various sizes in 2017, most notably the on-going purchase of Ash Grove Cement in the US. It is making a strong case to purchase PPC in Africa and a larger Indian base makes sense for the company in the longer term. It lost out on Lafarge India’s assets to Nirma in 2016.

We can be sure that the pace of mergers and acquisitions will continue to grow in the rest of 2017 and into 2018 in India and elsewhere. Would you bet against CRH pulling off an Ash Grove, PPC and Binani ‘triple?’ With the group finance director Senan Murphy stating that there was additional room for expansion in 2018, its intent certainly can’t be faulted.

US: Hanson Permanente Cement has filed for Chapter 11 bankruptcy with the US Bankruptcy Court in the Western District of North Carolina. The cement producer based in California has blamed the move on liabilities related to the sale of products containing asbestos since 1978. As of 31 August 2016, the debtors were defendants in approximately 14,000 pending asbestos-related bodily injury lawsuits filed in state courts across the country, according to New Generation Research. Hanson Permanente Cement’s Chapter 11 petition indicates total assets greater than US$100m.