November 26, 2018
Indian Corporate Debt Market: Killing the golden goose?
The corporate debt market was a vibrant source of raising funds by Indian corporates from non-resident investors. The flexibility to decide the terms of fund raising coupled with relatively higher returns on debt ensured that the limits imposed on the quantum of aggregate debt that could be raised by Indian corporates was almost always exhausted.
The Reserve Bank of India (RBI) and the Securities Exchange Board of India (SEBI) on June 15, 2018 issued circulars which introduced limits on exposure a single foreign portfolio investor (FPI) could take into a single borrower group, as well as the maximum extent to which a single investor could subscribe in a single bond issuance. While the former was set at 20% of the debt portfolio of the FPI, the latter was set at 50% of the relevant issue.
While the overall exposure to the group seems to be lesser concern for FPIs, the changes with respect to single bond issuance exposure introduced have had an immediate impact on the debt inflows into the Indian debt market, with the utilization of the debt limits falling substantially almost immediately.
This severely impacts negotiated transactions since the regulations no longer permit a single borrower and lender to mutually agree on the terms of the debt instrument and proceed with the transaction. As an instance a borrower (B) wanted to raise funds worth INR 1 billion from an offshore FPI (L1), and the parties negotiated the terms of the funds to be lent. While L1 and B could have documented the lending transaction and proceeded to closing, the changes meant that L1 and B would now have to look for another lender (L2) to lend at least INR 500 million. L2 could be an unrelated FPI or a domestic entity. Introduction of L2 meant that either L2 accepted the terms agreed between L1 and B, or amend the terms earlier agreed between B and L1.
The intent of the RBI and the SEBI seems to be to encourage a growing public market for bond issuances, and to onshore debt raising by Indian corporates. Corporates that complied with the conditions for raising public debt preferred the public route, irrespective of the lack of limits on investments by FPI. However, by introducing the concentration norms, the regulations have only impacted negotiated transactions.
The introduction of the concentration norms has forced investors to look at alternate structures to lend to Indian corporates:
Due to the alternate structures being considered, it would appear that the circulars have neither achieved the objective to usher in a public bond market, nor has it resulted in onshoring debt structures in spirit. On the contrary, the circulars have stifled the private debt market by making structuring of investments more difficult, increasing transaction costs and encouraging structures for investment, when such structures are not needed. This has resulted in reducing foreign inflows into the country, thereby straining the Rupee as well.
Debt limits utilised since the circulars were notified, coupled with the deteriorating rupee manifest that debt investments into Indian corporates have reduced substantially, despite the relatively higher returns Indian bonds offer. While the latter may be as a result of the economic conditions on the macro-level, the former is more a direct result of the detrimental regulatory framework, rather than reducing appetite for Indian debt among foreign players.
While the government may have indicated its willingness to roll back the concentration norms, the flip-flop of the government and the regulatory authorities on foreign investment regimes are severely impacting India’s credibility as a destination for foreign capital. As an age old saying goes:
“If it ain’t broke, don’t fix it”
The contents of this hotline should not be construed as legal opinion. View detailed disclaimer.