How HDFC group stitched together a mega merger

For instance, HDFC Bank’s veteran treasury head Ashish Parthasarathy’s Monday morning schedule was interrupted by an unusual message from the bank’s communication team. His scheduled interview on a business television channel was cancelled. A brief alert about the impending announcement followed at about 9am, along with a message to rush to the office.

It was a hush-hush affair; barely a handful of people knew what was being planned for almost two months.

“The merger talks started two months ago, but most investment bankers were hired on Sunday night between 8pm and 9pm. Only Morgan Stanley and Bank of America were working on the deal before that. Legal and consulting firms, including AZB Partners, Wadia Ghandy, Bansi Mehta and Deloitte, were also roped in for a fairness opinion, even though these law firms knew about the possibility of the merger 3-4 weeks ago. Everyone else was caught off-guard," a person close to HDFC Ltd said on condition of anonymity.

“Everything was done by an internal team. We sounded the board three-four weeks ago. We had a couple of calls with directors on how the progress was," the person said.

HDFC managing director Renu Sud Karnad talked to senior management at 9.30 am after the press statement was sent, and chairman Deepak Parekh addressed 3,000 staff at 10am in the morning, he added.

The group’s top brass knew about the challenges that such a merger could bring, said a second person aware of the workings of the merger of the two lending behemoths, and hence to get a greater comfort on the merger decision, Keki Mistry (the group’s vice-chairman) and Parekh himself called some of the 28 bankers over the past few days. “As advisers, the investment bankers have the ability to quickly gather opinion of top shareholders, who happen to be clients," he said.

Even though the news of the merger sent HDFC and HDFC Bank stocks soaring on the bourses, the transaction startled many on the deal street as well. Not all the investment bankers favoured the merger, a third person aware of the talks said.

This is like “pushing an elephant through a mousehole", the third person close to the HDFC group said.

“It is rare to see so many investment bankers getting involved in a single merger deal. But the challenges are so unusual and huge. And it may take well beyond five years to complete the integration if the merger is approved," he added.

Another investment banker that Mint spoke to said that ‘liquidity’ will be the biggest challenge in getting this merger through.

“Maintaining the basic liquidity levels to meet the statutory norms or even to sustain the lending operations across various mortgage segments, especially in the housing sector, is going to be a tough challenge if the merged entity wants to keep growth intact," the banker said.

“The kind of equity capital the merged entity will have to keep raising to maintain the statutory liquidity levels may make the merged entity struggle a lot in the lending competition. This may lead to a shift in the bank’s focus and consolidate several other businesses of the group," he added.

The bankers added that the country’s largest merger happened without any investment banking fee.

Queries emailed to the spokespeople of HDFC and HDFC Bank did not elicit a response

The merger engaged the largest number of investment banking firms for any single deal so far, but the 28 investment banking firms involved in the mega-merger were so keen to be a part of the deal that they did not charge any fee from HDFC, they said.

While some bankers wanted to be a part of the deal purely because of their camaraderie with Parekh, some agreed to advise the group or act as go-betweens for free just to build their rapport with the group and make it to the league table, they added.

By being associated with the $60 billion merger, investment bankers can climb several notches in the industry league table that showcases the names of top investment bankers in the country and the world, both in debt and equity capital market segments.