Executive Summary: Warburg Pincusand BhaRTi Tele-VenturesBetween 1999 and 2001, Warburg Pincus, one <strong>of</strong> theoldest and most respected private equity groups in theworld, made a series <strong>of</strong> investments totalling nearly$300 million in Bharti Tele-Ventures, a relatively smallIndian telecoms company. At the time, private equity wasvirtually unknown to most entrepreneurs in India; and BhartiTele-Ventures’ top management had never heard <strong>of</strong> WarburgPincus before their first meeting in 1999. Moreover, theindustry-specific risks could hardly have been more dauntingdue to the prolonged regulatory uncertainty in the telecomssector and the persistent inefficiencies that had resultedfrom fragmentation and a lack <strong>of</strong> competition. <strong>The</strong>se factorsserved as major deterrents to investors, who were waitingfor visible signs that the government was willing to addressthese problems. This case describes why Warburg Pincuswas willing to reject conventional wisdom under suchcircumstances, and what the firm did during the postinvestmentphase, working effectively with Bharti’smanagement to enhance value, and hence its ownfinancial reward.<strong>The</strong> outsized risks were significantly mitigated by Warburg’sconfidence in Bharti’s management team, and their carefulcalculation that the inefficiencies inherent in the India’stelecoms sector were unsustainable. Change, theyconcluded, was highly likely to occur sooner or later, andtherefore the challenge was to identify a telecoms companythat was capable <strong>of</strong> capitalizing on the opportunity when thesector transformation began to occur. <strong>The</strong>y found theirmatch in Bharti Tele-Ventures, a young, mid-sized localcompany founded and led by an extraordinary entrepreneur,Sunil Mittal. After Warburg Pincus’ initial investment, a closeand productive relationship ensued that successfullytransformed Bharti Tele-Ventures from a regional telecomsprovider to a company with a pan-Indian service capacityand ultimately the country’s predominant leader in the mobilesector. By the time Warburg Pincus fully exited in 2005, theiroriginal $290 million investment had generated proceeds forthe firm <strong>of</strong> $1.8 billion.This case describes a series <strong>of</strong> four investments totalling$18 million between 2000 and 2006 made by ICICI Venture,one <strong>of</strong> India’s largest and most successful domestic privateequity groups, in Subhiksha, a leading Indian retailer in thediscount food and groceries business. During ICICI’s sevenyearrelationship with the company, it has not only been asource <strong>of</strong> capital, but also a broad range <strong>of</strong> value-addedservices that have contributed to transforming Subhikshafrom a mid-sized regional retail chain into a pan-Indian marketleader with about 1,000 stores. Under the leadership <strong>of</strong> theIndian entrepreneur R. Subramanian and with the ongoingsupport <strong>of</strong> ICICI Venture, the company’s operating strategywas revamped to achieve rapid expansion across the country;its board was restructured and upgraded; more pr<strong>of</strong>essionalmanagement information systems were designed andimplemented; and a number <strong>of</strong> high-level pr<strong>of</strong>essionals wererecruited to strengthen the senior management team. <strong>The</strong>case illustrates that, as with all successful venture capital andmiddle market private equity investments, one key successfactor is the ability to first recognize genuine entrepreneurialtalent in a high-growth sector, and then forge a trustingrelationship that capitalizes on the strengths and expertise<strong>of</strong> both investor and entrepreneur.Executive Summary: ICICI and Subhiksha<strong>The</strong> retail market in India, as noted above, is poised tobecome one <strong>of</strong> the largest in the world, with a projected halfbillion middle-class consumers by 2025. However, much likethe Indian telecoms sector described in the Bharti case, theretail market is extremely fragmented and under-developed,dominated by more than 15 million tiny “mom-and-pop”shops called “Kiranas” that sell groceries and householdproducts at government-controlled “maximum retail price”;organized retail accounts for only 3% <strong>of</strong> the total market.Modernization <strong>of</strong> the sector is further impeded by protectivegovernment regulations that insulate the local market fromforeign investment. But, as the case demonstrates, it isprecisely these seemingly high hurdles that create enormousopportunities for talented Indian entrepreneurs and astuteprivate equity investors.142 Case studies: Indian private equity cases: introduction<strong>The</strong> <strong>Global</strong> <strong>Economic</strong> <strong>Impact</strong> <strong>of</strong> <strong>Private</strong> <strong>Equity</strong> <strong>Report</strong> <strong>2008</strong>
ICICI Venture and Subhiksha *Lily FanginseadRoger LeedsSchool <strong>of</strong> Advanced International Studies, Johns Hopkins University“We genuinely believe that by enhancing our efficiency, we are helping the consumers to save more. We are also happythat we are introducing a model that is Indian, capable <strong>of</strong> supporting the middle class <strong>of</strong> India.”R. Subramanian, Founder <strong>of</strong> Subhiksha“RS is a brilliant guy. He is a maverick and can think out <strong>of</strong> the box. We believed in his ability to deliver on the small‐formatorganized retailing model, and create value for the customers, employees, and investors.”Bala Deshpande, Director <strong>of</strong> Investments, ICICI VentureExecutive summaryIndia’s rapid economic growth in the last decade has liftedmillions <strong>of</strong> people out <strong>of</strong> poverty and stimulated the expansion<strong>of</strong> a middle class with increasing amounts <strong>of</strong> disposableincome. India’s consumer market, already the twelfth largestin the world, is forecast to rise to fifth place by 2025 and themiddle class is expected to soar from about 50 million in 2006to more than half a billion in that time. However, the Indian retailmarket is still extremely fragmented and under‐developed, withlarge chain stores accounting for only 3% <strong>of</strong> the total retailmarket. With foreign investments continuing to be severelyrestricted by government regulation, an enormous opportunityexists for talented Indian entrepreneurs and investors.This case describes the investment made by one <strong>of</strong> India’slargest and most successful domestic private equity groups,ICICI Venture, in Subhiksha, one <strong>of</strong> India’s leading retailersin the discount food and groceries business. During itsseven‐year relationship with the company, ICICI Venture hasprovided not only capital, but much needed non‐financialvalue‐added such as strategic advice and managementteam-building that contributed to transforming Subhikshainto a market leader. <strong>The</strong> case illustrates that, as with allsuccessful venture capital and middle market private equityinvestments, one key success factor is the ability to firstrecognize genuine entrepreneurial talent, and then forge arelationship that capitalizes on the strengths and expertise<strong>of</strong> both investor and entrepreneur.<strong>Private</strong> equity in India and ICICI VentureIndia is rapidly becoming a leading emerging marketsdestination for private equity, with total investmentsincreasing almost 700% between 2004 and 2006, from$1.1 billion to $7.46 billion. 1 This growth has been fosteredby a number <strong>of</strong> factors, including an economy that has beengrowing at an average annual rate <strong>of</strong> 6% since 1980 (seeExhibit 1A for India’s GDP growth between 1980 and 2006),an established legal system, widespread use <strong>of</strong> English,a deep pool <strong>of</strong> expatriates experienced in Westernbusinesses, a world-class higher education system especiallyin engineering, health sciences and technology, and one<strong>of</strong> the oldest, most stable democratic governments in theregion. Moreover, with more than one billion inhabitantsand a rapidly growing middle class <strong>of</strong> consumers, thedomestic Indian market is especially appealing.As these factors have attracted a surge <strong>of</strong> private equityactivity in the country, not surprisingly competition for dealshas intensified apace. (See Exhibit 1B for private equityinvestments in Indian companies from 1990 to 2006.) ButICICI Venture is endowed with a number <strong>of</strong> advantages overits foreign competitors. First, it enjoys very strong local brandrecognition. Founded in 1987, ICICI Venture is one <strong>of</strong> theoldest private equity groups in India and benefits from beinga wholly‐owned subsidiary <strong>of</strong> ICICI Bank – India’s largestprivate sector financial services group. Second, like otherlocal players, it benefits from the protective Indian regulatoryenvironment that restricts foreign investment in manysectors, including retail. Finally, ICICI Venture’s team isentirely Indian, resulting in an important cultural and linguisticfit with local entrepreneurs and regulators compared withforeign funds. Bala Deshpande, director <strong>of</strong> Investments atICICI Venture, explained its importance: “It is not about beingIndian per se, but about knowing the unique challenges <strong>of</strong>doing business in India.”<strong>The</strong>se internal and external factors helped make ICICIVenture one <strong>of</strong> the largest and most successful private equityfirms in India with assets under management in excess <strong>of</strong>$2 billion. While ICICI Venture’s limited partners are global,its current investment portfolio consists entirely <strong>of</strong> Indiancompanies and is strategically well positioned to continuecapitalizing on the Indian growth story. ICICI Venture’s largesector exposures include retail, domestic services, healthcare,energy, infrastructure and real estate. <strong>The</strong> group also claimsa number <strong>of</strong> “firsts” in the Indian private equity industry,including India’s first leveraged buyout (Infomedia), the firstreal estate investment (Cyber Gateway), the first mezzaninefinancing for an acquisition (Arch Pharmalabs) and the first‘royalty‐based’ structured deal in Pharma Research &Development (Dr Reddy’s). 2As the private equity market in India has taken <strong>of</strong>f in recentyears, ICICI Venture’s investment strategy has becomeincreasingly sector‐focused, which has resulted in the largestexposure <strong>of</strong> any private equity group to the Indian retail* <strong>The</strong> authors express their appreciation for the research and editing support provided by David Kiron.1Data in this paragraph is cited in C. P. Chandrasekhar Jayati Ghosh, “<strong>Private</strong> equity and India’s FDI boom”, Business Line, 1 May 2007.2ICICI Venture portfolio information is obtained from the company’s website; http://www.iciciventure.com<strong>The</strong> <strong>Global</strong> <strong>Economic</strong> <strong>Impact</strong> <strong>of</strong> <strong>Private</strong> <strong>Equity</strong> <strong>Report</strong> <strong>2008</strong> Case studies: ICICI Ventures and Subhiksha 143
- Page 2 and 3:
The Globalization of Alternative In
- Page 5:
ContributorsCo-editorsAnuradha Guru
- Page 9 and 10:
PrefaceKevin SteinbergChief Operati
- Page 11 and 12:
Letter on behalf of the Advisory Bo
- Page 13 and 14:
Executive summaryJosh lernerHarvard
- Page 15 and 16:
• Private equity-backed companies
- Page 17 and 18:
C. Indian casesThe two India cases,
- Page 19 and 20:
Part 1Large-sample studiesThe Globa
- Page 21 and 22:
The new demography of private equit
- Page 23 and 24:
among US publicly traded firms, it
- Page 25 and 26:
should be fairly complete. While th
- Page 27 and 28:
according to Moody’s (Hamilton et
- Page 29 and 30:
draining public markets of firms. I
- Page 31 and 32:
FIguresFigure 1A: LBO transactions
- Page 33 and 34:
TablesTable 1: Capital IQ 1980s cov
- Page 35 and 36:
Table 2: Magnitude and growth of LB
- Page 37 and 38:
Table 4: Exits of individual LBO tr
- Page 39 and 40:
Table 6: Determinants of exit succe
- Page 41 and 42:
Table 7: Ultimate staying power of
- Page 43 and 44:
Appendix 1: Imputed enterprise valu
- Page 45 and 46:
Private equity and long-run investm
- Page 47 and 48:
alternative names associated with t
- Page 49 and 50:
4. Finally, we explore whether firm
- Page 51 and 52:
When we estimate these regressions,
- Page 53 and 54:
cutting back on the number of filin
- Page 55 and 56:
Table 1: Summary statisticsPanel D:
- Page 57 and 58:
Table 4: Relative citation intensit
- Page 59 and 60:
figuresFigure 1: Number of private
- Page 61 and 62:
Private equity and employment*steve
- Page 63 and 64:
Especially when taken together, our
- Page 65 and 66:
centred on the transaction year ide
- Page 67 and 68:
and Vartia 1985.) Aggregate employm
- Page 69 and 70:
sectors. In Retail Trade, the cumul
- Page 71 and 72:
employment-weighted acquisition rat
- Page 73 and 74:
FIguresFigure 1: Matches of private
- Page 75 and 76:
Figure 6:Figure 6A: Comparison of n
- Page 77 and 78:
Figure 8:Figure 8A: Comparison of j
- Page 79 and 80:
Figure 11: Variation in impact in e
- Page 81 and 82:
Figure 12: Differences in impact on
- Page 83 and 84:
Private equity and corporate govern
- Page 85 and 86:
et al (2007) track the evolution of
- Page 87 and 88:
groups aim to improve firm performa
- Page 89 and 90:
distribution of the LBO sponsors, m
- Page 91 and 92:
the most difficult cases. This stor
- Page 93 and 94:
to see whether these changes of CEO
- Page 95 and 96:
Figure 3:This figure represents the
- Page 97 and 98:
TablesTable 1: Company size descrip
- Page 99 and 100:
Table 5: Changes in the board size,
- Page 101 and 102:
Table 7: Board turnoverPanel A: Siz
- Page 103 and 104:
Part 2Case studiesThe Global Econom
- Page 105 and 106:
European private equity cases: intr
- Page 107 and 108:
Exhibit 1: Private equity fund size
- Page 109 and 110: Messer Griesheimann-kristin achleit
- Page 111 and 112: ealized it was not possible to grow
- Page 113 and 114: The deal with Allianz Capital partn
- Page 115 and 116: the deal, the private equity invest
- Page 117 and 118: Exhibit 1: The Messer Griesheim dea
- Page 119 and 120: Exhibit 5: Post buyout structureMes
- Page 121 and 122: New Lookann-kristin achleitnerTechn
- Page 123 and 124: feet. This restricted store space w
- Page 125 and 126: institutional investors why this in
- Page 127 and 128: Although a public listing did not a
- Page 129 and 130: Exhibit 5: Employment development a
- Page 131 and 132: Chinese private equity cases: intro
- Page 133 and 134: Hony Capital and China Glass Holdin
- Page 135 and 136: Hony’s Chinese name means ambitio
- Page 137 and 138: Establishing early agreement on pos
- Page 139 and 140: Executing the IPOEach of the initia
- Page 141 and 142: Exhibit 1A: Summary of Hony Capital
- Page 143 and 144: Exhibit 4: Members of the China Gla
- Page 145 and 146: Exhibit 6A: China Glass post‐acqu
- Page 147 and 148: Exhibit 8: China Glass stock price
- Page 149 and 150: 3i Group plc and Little Sheep*Lily
- Page 151 and 152: y an aggressive franchise strategy,
- Page 153 and 154: soul” of the business. But there
- Page 155 and 156: Exhibit 1: Summary information on 3
- Page 157 and 158: Exhibit 6: An excerpt from the 180-
- Page 159: Indian private equity cases: introd
- Page 163 and 164: investment,” recalled Deshpande.
- Page 165 and 166: 2005 - 2007: Moderator, protector a
- Page 167 and 168: Exhibit 3: Subhiksha’s board comp
- Page 169 and 170: Warburg Pincus and Bharti Tele‐Ve
- Page 171 and 172: founded two companies at this time
- Page 173 and 174: By 2003 this restructuring task was
- Page 175 and 176: Exhibit 1C: Private equity investme
- Page 177 and 178: Exhibit 4B: Bharti cellular footpri
- Page 179 and 180: Exhibit 6: Summary of Bharti’s fi
- Page 181 and 182: Exhibit 7: Bharti’s board structu
- Page 183 and 184: In the 1993‐94 academic year, he
- Page 185 and 186: consumer products. She was also a R
- Page 187 and 188: AcknowledgementsJosh LernerHarvard
- Page 189: The World Economic Forum is an inde