Tata Sons wins Air India bid with Rs 18k cr; 'Maharaja' gets new owner - Centre says want to close transaction by Dec 2021

The Centre today announced the winning bidder for the national carrier Air India. The salt-to-steel conglomerate Tata Group, which had founded the airline, has emerged as the lead winner with an Enterprise Value quote Rs 18,000 crore.  

The government DIPAM Secretary and the Secretary of Civil aviation addressed a press conference, where they are expected to make an announcement in this regard. By December 2021, the government wants to close the transaction.  

The transaction does not include non-core assets including land and building, valued at Rs 14,718 crore, which are to be transferred to Gol‘s AIAHL 

M/s Talace Pvt Ltd emerged as the successful bidder for sale of equity shareholding of Gol in Al and AI in AIXL and AISATS, along with management control. 

Statement from N. Chandrasekaran, Chairman, Tata Sons

“At the Tata group, we are delighted to be declared as the winner of the bid for AIR INDIA. This is a historic moment, and it will be a rare privilege for our Group to own and operate the country’s flag bearer airline. It will be our endeavour to build a world-class airline which makes every Indian proud. On this occasion, I would like to pay tribute to J.R.D. Tata, pioneer of Indian aviation, whose memory we cherish.”

Chronology of the transaction 

- In-principle approval in July 2017 

~ First round (PIM issued in March 2018) did not elicit any interest 

- Second (present) round started with issue of PIM on 27 January 2020 

- Multiple (seven) expressions of Interest received by December 14, 2020 

- Five bidders disqualified, as they did not meet requirements of PIM (March 2021) 

- In second stage, financial bids received on 15 September 2021 from both qualified bidders in a sealed cover  

Multi-layered decision making for all significant issues

- Inter-Ministerial Group chaired by Secretary, DIPAM and Secretary, Civil Aviation

- Core Group of Secretaries chaired by Cabinet Secretary

- Air India Specific Alternative Mechanism chaired by Home Minister

~ Comprising Finance Minister, Minister of Civil Aviation and Minister Commerce

Professional advisers to support the process

* Transaction Adviser (TA)

* Legal Adviser (LA)

* Asset Value! (AV)

- Process carried out in a transparent manner with due regard to confidentiality of bidders

- Competitive process with competition maintained throughout the transaction process

Important milestones in the transaction process - PlM/EOI stage

- Eols were expected by March 17, 2020. With the outbreak of Covid, time extensions were allowed till December 14, 2020

- In place of the original Bidding construct an equity basis with a pre-determined debt level in the company, the construct was revised to Enterprise Value (EV) as before:

- Certain identified current and non-current liabilities will be matched with current and non current assets, with excess to be taken out to AIAHL

- Non-core land and assets not to be offered to the acquirer

- Interest of employees and retired employees are taken care of

- With EV mode of bidding, bidders got an opportunity to resize the balance sheet under a transparent value discovery process

- Bidders would now bid on the total consideration for equity and debt

~ Minimum cash consideration: 15% of quoted EV

Maximum retained debt: 85% of quoted EV

Important milestones in the transaction process— RFP stage

* RFP, CIM and draft SPA shared with qualified interested bidders (QlBs) in March 2021

* Information shared in VDR for due diligence of QIBs

* Meetings with Management of Company and site visits for due diligence facilitated

* Over 200 queries asked seeking clarifications/ revisions to SPA

* Queries responded and agreed form SPA shared with bidders on 7 September 2021

* Final, agreed form SPA initialed by bidders and submitted along with bid on 15 September 2021

Important milestones in the transaction process— determination of reserve price

- As per approved procedure, valuation exercise was undertaken

- Transaction Adviser carried out valuation 0! EV through Business Valuation methods

- Asset Valuer carried out a valuation of EV through Asset Valuation methods

- Valuation exercise carried om on the methodology approved by IMG

- IMG considered the valuation reports (28 September 2021) and recommended a reserve price for the transaction

- CGD approved the reserve price

- Reserve price was set before opening the sealed financial bids

Important milestones in the transaction process— opening of financial bids

- Security clearance applications of both bidders verified and ascertained that both were security cleared

- TA and LA certified that the supporting documents submitted by the bidder were in order and both bidders were technically qualified for participation

- The financial bids were opened by IMG in presence of the bidders on 29 September 2021

- Both bidders quoted well over the reserve price. lMG recommended accepting the H1 bid which was agreed to by CGD and recommended to AISAM

- AISAM approved the price bid in its meeting of 4 October 2021

Air India goes back to the Tatas after 68 years

Welcome back, Air India  pic.twitter.com/euIREDIzkV

— Ratan N. Tata (@RNTata2000) October 8, 2021

What Will the Winner Get? 

The second-largest fleet in the country of 144 aircraft 

4400 domestic and 1800 international landing and parking slots at domestic airports 

900 slots at International Airports 

Flies to over 100 destinations in India and abroad 

 What Is Govt Selling? 

100 per cent stake in Air India, Air India Express  

50 per cent stake in ground handling company AISATS 

Aviation market Share 

Indigo                57.6 per cent   

Air India            13.3 per cent 

Spicejet              8.9 per cent 

Vistara                8.2 per cent   

Go First               6.8 per cent 

AirAsia India     4.4 per cent 

Total Debt: Rs 60,000 cr  

SPV Air India Assets Holding Ltd (AIAHL): Rs 22,000 cr  

Working Capital Debt: Rs 15,500 cr 

Aircraft Loans: Rs 12,500 cr (Rs 5500 cr for Airbus aircraft and Rs 7,000 cr for six Boeing 787 Dreamliners)
Other Liabilities (advance booking of tickets): Rs 7,500 cr 

Possible Debt Share of Acquiring Company: Rs 23,000 Cr 

Working Capital Debt: Rs 15,500 cr 

Aircraft Loans: Rs 12,500 cr