Corp Banking

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    CORPORATE

    BANKING

    Presenter:

    Prof. Vighneswar

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    CORPORATE BANKING

    Our Focus of discussion:

    The Nature of Corporate

    BankingDevelopments in

    Corporate Banking

    Consortium FinanceMultiple Banking

    Arrangements

    Loan Syndication

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    Nature of Corporate Banking

    Corporate or wholesale banks normally supply capital for business

    ventures and construction activities on a long-term basis. Wholesale

    banking is an umbrella term encompassing the products and services that

    a commercial bank provides to its corporate customers.

    Historically, wholesale banks focused primarily on large and

    medium-sized businesses because the average dollar/rupee value

    of transactions in these segments was high.

    Technology has become the key enabler and

    differentiator for many products and services.

    Large corporate customers and downstream correspondents

    demand increasingly sophisticated products from their banks at

    the lowest possible cost.

    In this pressure-packed environment, wholesale bankers

    have two basic choices either ensure their current

    operation at peak efficiency so as to effectively meet its

    customers needs, or develop alternative strategies outside

    their current operations environment.

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    DEVELOPMENTS IN CORPORATE BANKING

    Significant changes are underway in corporate banking.

    The corporate customers are now altering the nature of the relationship,

    which was previously dictated by banks, that selected business and imposed

    charges at will.

    Corporate customers are:consolidating treasury activity,

    reducing their transaction costs, and

    integrating financial processes.

    Some corporate customers are transferring account administration to in-

    house banks to provide cash pooling structure services normally supplied byexternal banks to business units in order to effectively centralize their

    liquidity.

    Many are also subsequently setting up paymentfactories or shared service

    centers to rationalize the payment settlement process, enabling them to

    profit from cash reserves to an unprecedented extent.

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    Research by MOW* on

    Corporate Banking

    *Mercer Oliver Wyman, a consultancy specializing in financial services strategy and risk managementconsulting.

    Research by MOW suggests that the capacity and capital areleaving the sector permanently, and banks remaining active in this

    sector were able to do so only with much greater discipline around

    defining core relationships.

    The most significant changes in Corporate segment are as follows:

    1. The initial enthusiasmand subsequent disillusionmentwithintegrated corporate lending and investment banking

    strategies.

    2. The rapid development of secondary markets-especially the

    credit derivative market- as additional channels to manage and

    offload risk.3. The attendant development of active loan portfolio

    management as the primary means by which banks re-engineer

    the composition of their loan books.

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    Business Drivers

    in Corporate Banking

    Technology:The ability to provide access

    to systems across the

    enterprise, via the Internet

    Business: Being able to manage a

    relationship-based client

    management model acrossproduct/service lines, with a

    delivery channel that demands

    the provision of an integrated

    service (i.e. the Internet).

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    Areas for Success in Corporate

    Banking

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    Corporate

    Banking

    Consortium

    Finance

    Multiple Banking

    Arrangements

    Loan

    Syndication

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    Corporate Banking

    Funded Services:Working Capital Finance

    Bill Discounting

    Export Credit

    Short Term Finance

    Structured Finance

    Term Lending

    Non-Fund Services:Letters of Credit

    Collection of Documents

    Bank Guarantees

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    Long-term Commercial Loans

    A loan that is structured and supported specifically by the operation and

    performance of a specific business or enterprise is called a commercial loan.

    These loans are based on the proven successful or projected performance of

    the business itself, and are totally dependent on the historical profitability of

    the specific operation.

    Business loans (or lines of credit) are generally issued directly to the borrowers

    by banks who can actually become partners in the cash flow of the operation.

    The purposes for longer commercial loans vary greatly, from purchases of

    major equipment and plant facilities to business expansion or acquisition

    costs.

    The asset being acquired is usually used as security for these loans; besides,

    financial loan covenants are regularly required. Also, loans secured by real

    estate can carry an extended term.

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    CONSORTIUM FINANCE

    The necessity of consortium/participation lending arises when the amount involved is

    very large and beyond what a bank would like to risk under ordinary circumstances

    for a single borrower beyond the prudential exposure norms.

    Consortium is entered into for project financing (long term and working capital

    requirement), deferred payment guarantees etc. This participation of banks enables

    them to apply uniform standards, similar terms and conditions and exchange

    information with regard to credit proposals. The participating banks acquire

    common interest and share the advance and securities in the predetermined

    proportions.

    Consortium banks are specialist banks that are jointly owned by other banks and

    operate in the wholesale financial markets. This practice is also known as

    participation financing or joint financing.

    Commercial banks in India have started granting advances on a consortium basis not

    only to public food procurement agencies but also to various public and private

    companies

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    CONSORTIUM

    LEAD BANK

    (AGENT)

    PROJECT

    PROPOSAL

    FACILITATOR

    MoU

    DOCUMENTATION

    LOAN DISBURSEMENTS

    CREDIT MONITORING ARRANGEMENT

    REMITTANCES

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    Different types of Consortia

    Severalbanksjoin infinancing

    oneborrowerforworkingcapital

    Severalfinancialinstitutions

    and/orbanksjoin infinancing fixedassets

    Whenborrowerwith differentunits eachengaged in

    separate lineof productionand each unitis financedby sub-consortium

    of banksunder theconsortiumof banks forthe borroweras a whole.

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    * Participation loans should be differentiated with participationcertificates, which are securities representing a share in the shares fundassets. Investment corporations that also manage them establish thesefunds. The provided financial means are invested in shares, obligationsand other investment instruments, whose value is expected to grow froma long-term point of view. These certificates are marketable.

    Consortium loans are called Participation* loans in USand are very popular.

    Participation loans mean joint finance by more than one bank to the sameparty against a common security.

    For example, an industrial company manufacturing heavy machinery requires an

    advance limit of Rs.50 crore. Three banks say A, B and C join together and

    sanction the limit of Rs.50 crore in equal or agreed proportions against the securityof entire raw materials, goods in progress and finished machinery. The borrowing

    company and the security are thus common. All the participating banks have apari

    passu charge (a charge ranking equally in priority) on the security. Of late banks in

    India not only advance consortium finance for working capital but also for project

    finance.

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    Unitech Wireless,which plans tolaunch mobilephone services bythe end of 2009,was lent Rs 1,250crore last year by a

    consortiumconsisting ofPunjab NationalBank, Canara Bank,

    Bank of India,Oriental Bank ofCommerce, CentralBank of India andVijaya Bank.

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    Processing a Proposal

    Term of Advance

    Documentation

    Balance Confirmation Letters

    StockStatements

    Insurance

    Review

    Difference of Opinion among Participation Banks

    Participation with Financial Institutions Other than

    Banks

    CONSORTIUM FINANCE

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    Benefits of a Consortium

    Spread of Risk

    Collective Wisdom of Banks

    Smaller banks could join the consortium andhave the benefit of the borrower clientele.

    Consortium approach would enable to put an end tothe unhealthy approach of the banks snatching awaygood borrowal accounts

    Speed of transaction, individual approach.

    Due to a larger volume of a transaction themargin is usually lower.

    Reduced administration for the client - thewhole sum is drawn through one Agent bank.

    Positive publicity for the client.

    Flexibility of draw down and repayment

    schedule.

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    ROLE OF THE LEAD BANK

    The appraisal of credit proposal is done by the lead bank.

    The borrower has to submit all the necessary papers and data regardingappraisal of its proposed limits to the lead bank, which in turn will arrange for

    preparation of necessary project appraisal report and its circulation to other

    member banks.

    Lead Bank will also be responsible to submit the proposal to RBI for post

    sanction scrutiny under Credit Monitoring Arrangement on behalf of theconsortium members and will further attend to correspondence with RBI in

    this regard.

    Lead Bank will however enjoy the freedom to sanction an additional credit up

    to a pre-determined percentage in emergency situations.

    The Lead Bank should however inform other members immediately together

    with their pro-rata share.

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    MULTIPLE BANKING ARRANGEMENTS

    Joint financing or consortium financing should be

    distinguished from multiple banking.

    The borrower borrows from a number of banks under

    separate agreements and securities are charged to them

    separately.

    Borrowers can avail any credit facilities from any number ofbanks without a formal consortium arrangement.

    Where there are multiple banking arrangements it is possible that

    security over an asset may be given to more than one lender (either

    deliberately or accidentally) and where this has occurred, care must

    be taken to ensure that the issue of priorities is properly addressed.

    Apart from theparipassu charge, the individual banks may stipulate other

    securities/collateral securities/third party guarantees as may be necessary.

    Under multiple banking arrangements each bank should report under the

    CMA, the facility extended by it to the borrowers enjoying total fundbased working capital credit limits of Rs.10 crore and above

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    LOAN SYNDICATION

    Syndicated loans are available for large established public limited

    companies.

    Loan syndication can be used to raise project finance as is done in

    Eurodollar market and also for working capital needs.

    It offers a good avenue to get the appropriate level of credit as determined

    by requirements of the unit rather than policy posture and price determined

    by credit rating of the borrower.

    Loan syndication is an alternative to consortium financing. Syndicated

    loans are most often for medium-term periods, which can mean from three to

    ten years.

    However, loans may be for longer periods that can range upto 20 years.

    Banks engage in syndicated lending as they need to diversify their loan

    portfolio in respect of country, sector etc., both as a matter of commercial

    prudence and to comply with regulatory Capital Adequacy requirements.

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    Procedure of Syndication

    A syndicated credit is an arrangement between two or more lending institutions to provide a borrower a credit

    facility using common loan documentation.

    Loan syndication is done when a borrower wants to raise a relatively large amount of money quickly andconveniently and if the amount exceeds the exposure limits of any one bank and the borrower does not want to

    deal with a large number of lenders.

    A prospective borrower intending to raise resources through this method awards a mandate to a bank

    commonly known as the LeadManager as against the nomenclature ofLeadBanker used for the leader of

    the consortium. The mandate details out the commercial terms of credit and the prerogatives of the mandated

    banks in resolving contentious issues in the course of transactions.

    The lead bank seeks to create a lending facility, defined by a single loan agreement, in which several or many

    banks participate.

    The major benefits reaped by corporates in syndication are amount, tenor and price.

    The syndication method reverses the current practice where the corporate borrower faces rigid terms in a take

    itor

    leave itsituation. The cost of syndication would vary with the credit of the borrowers and a higher creditstanding provides better terms.

    Syndications make for efficient pricing and easy administering. As long as the banks do not lend below the

    minimum lending rate and restrict syndications to only certain top grade companies, this method of financing

    does not come into conflict with established banking practices.

    The SBI and Canara bank are the major Indian public sector banks that have vast experience in international

    loan syndications.

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    A TYPICAL SYNDICATION PROCESS

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    In loan syndication, the borrower approaches several

    banks, which might be willing to syndicate a loan,specifying the amount and tenor for which the loan is to

    be syndicated.

    On receiving a query, the syndicator or the lead

    manager searches for banks that may be willing toparticipate in the syndicate.

    The lead manager assembles a management group of

    other banks to underwrite the loan and to market its

    shares to other participating banks.

    The mandate to organize the loan is awarded by the

    borrower to one or two major banks after a competitive

    bidding procedure.

    Loan syndication process

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    Two main phases that precede the signing of a

    syndicated loan are:

    The first is the negotiation of the relationship

    between the borrower and the bank to arrange the

    syndication, which culminates in the borrower

    awarding a letter of mandate to that bank.

    The second stage is the syndication process itself.

    The mandated bank, usually called the arranger,

    contacts other banks in the Euromarket and obtainscommitments to join the loan. During this stage, the

    loan agreement is negotiated, finalized, and signed.

    Loan syndication process

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    The arranger is responsible for syndicating

    the loan;hence it must know the borrower well enough

    to answer questions from potential

    participants who have no information about

    the borrower.

    The arranger bank also plays a crucial role in

    pricing the loan. It must ensure that the

    financial aspects of the loan are correct and

    attractive enough to complete the syndicate.

    The arranger helps the borrower choose the

    banks to be invited into the syndicate.

    The Role of an Arranger

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    Steps in Loan Syndication

    Source: United Nations Institute for Training & Research

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    SYNDICATION VS. CONSORTIUM

    Though in terms of dispersal of credit

    risk, syndication is similar to consortium,

    the freedom the borrower has in terms of

    competitive pricing, the convenient mode

    of rising long-term credit, and thediscipline that is sought to be achieved

    through fixed repayment period under

    syndicated credit is absent in consortium

    financing.

    Syndicated credit is a convenient mode of

    raising long-term funds by borrowers.

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    SUMMARY

    Wholesale banking is an umbrella term encompassing the products

    and services that a commercial bank provides to its corporate

    customers.

    Consortium loans are the loans that are jointly granted by more than

    one bank to the same party against a common security.

    Consortium banks are specialist banks that are jointly owned by

    other banks and operate in the wholesale financial markets.

    Banks finance on a participation basis due to following reasons:a) resources of the banks do not permit large advances, particularly in

    the light of the credit control measures adopted by the RBI,

    b) banks are able to diversify their risk by participating in big

    advances.

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    Under multiple banking a borrower borrows from a number of banks under

    separate agreements; and securities are charged to them separately.

    Syndicated loans have become an important corporate financing technique,

    particularly for large firms and increasingly for mid-sized firms.

    A syndicated loan can be defined as two or more (often a dozen or more)lending institutions jointly agreeing to provide a credit facility to a borrower.

    While syndicates have many variations, the basic structure involves a lead

    manager (the agent bank) that will represent and operate on behalf of the

    lending group (the participating banks).

    More specialized facilities, such as construction loans, export finance loans,

    and bridge finance facilities, can also be syndicated. The interest rate of

    syndicated facility is a floating one, in contrast to the fixed-rate instruments

    found in debt markets.

    SUMMARY ..

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