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Case Studies

Raised Growth Capital for Indian Master Franchisee of Papa John’s Pizza
(World’s # 3 pizza chain)

Om Pizza & Eats is the master franchisee in India for Papa John’s Pizza (world’s # 3 pizza chain), Chili’s (leading casual dining chain) and The Great Kabab Factory...

Raised Growth Capital for Indian Master Franchisee of Papa John’s Pizza (World’s # 3 pizza chain)

Target:	Om Pizza & Eats
Investor:	TVS Capital
Year:	2010
Investment :	Rs. 500 mn
Stake:	Minority
Type:	Growth Capital

Om Pizza & Eats India is the master franchisee in India for Papa John’s Pizza (world’s # 3 pizza chain), Chili’s (leading casual dining chain) and The Great Kabab Factory. It is promoted by Bahrain based Jawad Business Group which is a USD 560 million multi-brand franchisee company for over 60 retail brands.

We were one of the few investment banks in India that recognized the potential of the organized restaurant business in India and helped Om Pizza to raise growth capital from TVS Shriram Growth Fund. Our involvement ranged from evolving transaction strategy, preparing investment collateral for investors, approaching investors, assistance in negotiations, restructuring and deal closure. Important value additions were:

Helping reshape the business strategy and operating model

Original plan

Large format stores for QSR Pizza category

Fewer stores

Profit visibility not clearly evident

Our inputs

Smaller size stores with focus on delivery

Aggressive roll out

Clear path to profitability

Preparing a compelling business case and presenting to investors

Negotiating the deal - valuation, terms, definitive agreement, etc.

Assisted in designing and implementing a challenging restructuring exercise critical to deal closure

	Restaurant business of Om Pizza was housed under different companies. The investor required consolidation all the restaurant business under Om Pizza as a condition precedent for making the investment
	Given that the restructuring was required to be speedy, tax efficient, FEMA compliant, etc. it was a very challenging restructuring exercise. We eventually helped build and implement a design that met the above objectives and was to the satisfaction of the investor

Guiding them through the legal and financial due diligence process

“We were very impressed with the way Lodha executed the deal. Their team is dedicated, focused and very talented. They have deep understanding of the consumer space in India and were instrumental in our successful fund raise.” R. Ramakrishnan, Group General Manger - Jawad Business Group

Fund Raising for a Venture which is now India’s Largest Online Movie Ticketing Company, www.BookmyShow.com

Bigtree Entertainment (owner of www.BookmyShow.com) started as a movie and entertainment ticketing company providing software, call centre, door delivery options,...

Advisors on Cross-Border Acquisition of a Poland Based Company

India’s leading electrical and electronic instrumentation player Rishabh Instruments Pvt Ltd., based in Nashik, acquired 85% in Lumel S.A. ...

Advisors on Cross-Border Acquisition of a Poland Based Company

Target:	Lumel S.A (owned by Polish Government)
Acquirer:	Rishabh Instruments
Year:	2011
Investment:	Rs. 1,250 mn (EV)
Stake:	85%
Type:	Outbound M&A

India’s leading electrical and electronic instrumentation player Rishabh Instruments Pvt Ltd., based in Nashik, acquired 85% in Lumel S.A.

Lumel is one of the leaders in the European market in the manufacture of industrial automation equipment and aluminum pressure castings. It is among the top 3 players in the industrial automation equipment market in Poland with a 20% market share. It clocked revenues of USD 27 million for calendar year 2010.

We advised Rishabh on the entire transaction starting from initiating dialogues with the Polish Ministry of Treasury to preparation of binding bid, negotiating the definitive agreement, negotiating with existing lenders in Lumel, raising acquisition finance, transaction structuring and closing the deal.

Key tasks included:

	Creating a business plan for Lumel based on Rishabh’s vision for the company
	Evaluating the business plan, synergies and risks to arrive at the valuation
	Working out a competitive binding bid
	Negotiating the price, deal terms and share purchase agreement with the Polish government
	Advising on implications of rights and obligations (of Rishabh and the Polish government) contained under the share purchase agreement and suggesting alternative solutions
	Negotiating a social package with the trade unions and handling political sensitivities around employee-related issues
	Assisting in designing an efficient transaction structure
	Negotiating with existing lenders of Lumel to continue with the loan and arranging acquisition finance
	Guiding the company through the legal, accounting and tax due diligence and advising them on implications of critical findings from the due diligence reviews
	Identifying professional firms for legal, accounting and tax services in Poland

It was a very challenging deal to execute given that;
	We had to work out a competitive binding bid on the basis of very limited information that was shared by the Polish Ministry of Treasury and negotiate valuation and deal terms with the Polish Ministry of Treasury
	We had to deal with the political sensitivities and employee issues that typically arise in a privatization deal
	It was difficult to convince the banks to fund the transaction because of the relatively larger size of Lumel compared to Rishabh
	This was an outbound M&A transaction that required a thorough understanding of Indian and Polish regulations (foreign exchange, income tax, corporate laws, labour laws, etc.)

“This is the first acquisition for Rishabh and it was great to have Lodha as our advisors. They added significant value and their knowledge and experience helped us successfully complete the acquisition in a foreign land whilst dealing with government authorities. Their team has been impeccable and we look forward to expanding our relationship with the firm.”
Narendra Goliya, Promoter and MD - Rishabh Instruments.

Sale of a Family Owned Business to a Global Giant

Markwel was a family owned mid-sized business in operation for over two decades. The promoters had spent a large part of their lives to establish the company as India’s largest ...