Mumbai: Reliance MediaWorks Ltd, an R-ADAG group company, has failed to obtain consent from all its lenders for restructuring its businesses into separate subsidiary companies.
Consent from all the lenders is critical for the company to be able to receive Rs 6.05 billion in private equity investment to wriggle out of a financial mess caused by crippling losses and high indebtedness.
The company has not disclosed the name of the private equity firm with whom it has signed an indicative non-binding term-sheet. A newspaper had last month reported that the firm which has agreed to invest in Reliance MediaWorks is L Capital, the world‘s biggest luxury company LVMH‘s private equity arm.
"We have not received consents for transferring our film and media services and theatrical exhibition business to our subsidiaries from some of our lenders," Reliance MediaWorks said in the draft prospectus it has filed for a rights issue to raise another Rs 600 crore.
The shareholders of the company had approved transferring of its film and media services and theatrical exhibition business to wholly-owned subsidiaries on February 21, 2012.
The company‘s net worth has been fully eroded. It had a negative net worth of Rs 2.39 billion as on March 31, 2012, after the company reported a loss of Rs 5.72 billion in the year ended March 31, 2012.
Reliance MediaWorks had total borrowings of Rs 16.63 billion against total shareholder funds of Rs 378.11 million.
The lenders of Reliance MediaWorks include Magma Fin Corp Ltd, Barclays Bank PLC, Allahabad Bank, Export Import Bank, Jammu & Kashmir Bank, Syndicate Bank, Union Bank of India, Vijaya Bank and Union Bank of India.
The biggest lender to Reliance MediaWorks is its promoter Reliance Capital with loans of Rs 8.69 billion outstanding as on June 30, 2012.
Reliance has not disclosed which of the lenders have not given their consent to the company for transferring its film and media services to a subsidiary.
As part of the process of restructuring, Reliance MediaWorks has already separated its businesses into two divisions - film and media services, and film exhibition. It has appointed Venkatesh Roddam as the CEO of the Film and Media Services division and Ashok Ganapathy as the CEO of the Exhibition division.
In terms of the financing agreements with the lenders, Reliance Mediaworks is required to obtain their prior consent for, amongst other things, transferring its business.
The consents received from some lenders are also subject to strict conditions. The key condition is that Reliance MediaWorks obtains necessary approval from all the lenders. The other conditions include: there should be no material change to the security offered to the lenders and the assets transferred should continue to secure the exposure; the relevant subsidiaries should ensure sufficient cash flows to meet the repayment obligations; and the company should continue to comply with the terms and conditions of the financing documents.
