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NINTH CORRIGENDUM GOVERNMENT OF INDIA MINISTRY OF FINANCE DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT

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NINTH CORRIGENDUM TOGLOBAL INVITATION FOR EXPRESSION OF
INTEREST FOR PROPOSED STRATEGIC DISINVESTMENT OF AIR INDIA
LIMITED BY WAY OF THE TRANSFER OF MANAGEMENT CONTROL AND SALE
OF 100 % EQUITY SHARE CAPITAL OF AIR INDIA LIMITED HELD BY GOI, WHICH
WILL INCLUDE AI’S SHAREHOLDING INTEREST OF 100% IN AIR INDIA
EXPRESS LIMITED AND 50% IN AIR INDIA SATS AIRPORT SERVICES PRIVATE
LIMITED
A Preliminary Information Memorandum for inviting Expression of Interest (PIM) has
already been issued on 27/01/2020, followed by a corrigendum&certain clarifications,
second corrigendum, third corrigendum, fourth corrigendum & certain clarifications,
fifth corrigendum & certain clarifications, sixth corrigendum, seventh corrigendum and
eighth corrigendum which were issued on 21/02/2020, 25/02/2020, 13/03/2020,
20/03/2020, 9/04/2020, 28/04/2020, 25/06/2020,25/08/2020 respectively.
1. Regarding Clause 1.2 (as amended) of the PIM
For:
Sr.
No
Activity Date Time (Indian
Standard Time)
7. Last date and time (“EOI Deadline”) for
submission of EOIs
30th October,
2020
17:00:00 Hrs
8. Intimation to the Qualified Interested
Bidders (QIB)
20th November,
2020
17:00:00 Hrs
Read :
Sr.
No
Activity Date Time (Indian
Standard Time)
7.
Last date for submission of written
queries only on clause 6 of the PIM
read along with corrigendum issued
5
thNovember, 2020 23:59:59 Hrs
8. Last date for release of response to
queries only on clause 6 of the PIM
read along with corrigendum issued
12th November,
2020 23:59:59 Hrs
9. Last date and time (“EOI Deadline”)
for submission of EOIs
14th
December,2020 17:00:00 Hrs
10. Intimation to the Qualified Interested
Bidders (QIB)
28th
December,2020 17:00:00 Hrs
NINTH CORRIGENDUM

GOVERNMENT OF INDIA
MINISTRY OF FINANCE
DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT
2. Regarding Clause 2.3 of the PIM
For:
Reduced debt liability post
disinvestment to help realize
significant profitability
Consolidated business in the past had a
mix of real-estate and aviation interests.
Government of India is now carving out
real-estate assets and other businesses
which are not integral to the core airline
business into a separate SPV along with
part transfer of certain debt and liabilities
(modalities have been worked out)
thereby resizing the balance sheet
Read :
Reduced liability post
disinvestment to help realize
significant profitability
Consolidated business in the past had a
mix of real-estate and aviation interests.
Government of India is now carving out
real-estate assets and other businesses
which are not integral to the core airline
business into a separate SPV.
Instead of a pre-fixed debt level, bidders
are now allowed to quote Enterprise Value
of AI (please refer to Clause 6 of the PIM
read along with corrigendum issued).
3. RegardingClause 6 of the PIM
For:
“ 6. PROPOSED REALLOCATION OF DEBT AND LIABILITIES
NINTH CORRIGENDUM

GOVERNMENT OF INDIA
MINISTRY OF FINANCE
DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT
The GOI has decided that the existing debt and liabilities of AI and AIXL (as
presented in their respective balance sheets and in Table 25 and Table 50)
are being reallocated such that on the date of the closing of the Proposed
Transaction:
➢ the debt to be retained in AI and AIXL remains at INR 2,32,865 Mn;
and
➢ the sum of certain identified current and non-current liabilities (other
than debt) to be retained in AI and AIXL will be equal to the sum of
certain identified current and non-current assets of AI and AIXL
It is clarified that there would be no re-allocation of debt and liabilities of
AISATS.
Additional details on debt and liabilities re-allocation may be provided at the
RFP stage.“
Read :

6. FINANCIAL BID CRITERIA AND PROPOSED REALLOCATION OF
LIABILITIES
 6 (a) The financial bid criteria for the competitive bidding process for the
Proposed Transaction, will be Enterprise Value of AI (which will include AI’s
shareholding interest of 100% in AIXL and 50% in AISATS).
Enterprise value shall mean combined value of Debt (as defined herein) and
equity of AI as assessed by bidder in its financial bid. Debt for the purposes
of this para 6(a) means all long term and short term borrowings (including in
the form of debentures, loans or bonds) and financial lease obligations of AI
(“Debt”). Such Enterprise Value shall be quoted by the QIBs considering :
i) the treatment of liabilities as per clause 6(b) ;
ii) the treatment of contingent liabilities as per clause 6.3 below; and
iii) nil debt level of AIXL (i.e. nil long term and short term borrowings
(including in the form of debentures, loans or bonds) and financial
lease obligations of AIXL). For avoidance of doubt, it is clarified that
the assumption of nil debt level of AIXL, is only for the purposes of
quoting the Enterprise Value of AI in the financial bid and should not
NINTH CORRIGENDUM

GOVERNMENT OF INDIA
MINISTRY OF FINANCE
DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT
in any manner be read as a commitment by GOI that AIXL will be
transferred debt free.
Further, details would be provided at the RFP stage.
The treatment of the Enterprise Value quoted by the Confirmed Selected
Bidder will be as follows:
(i) On the date of closing of the Proposed Transaction, debt which is
lower of (A) outstanding Debt of AI and debt of AIXL combined and (B)
85% (or such other lower percentage as may be opted by the
Confirmed Selected Bidder in its financial bid) of the Enterprise Value
quoted by the Confirmed Selected Bidder, will remain as debt with AI
and AIXL combined (“Retained Debt”). The remaining debt (i.e. other
than Retained Debt) will be allocated to AIAHL, in accordance with a
rank order priority of debt, details of which will be provided at the RFP
stage. The allocation of Debt to AIAHL, is subject to receipt of
requisite approvals from lenders, creditors and regulators as
applicable.
(ii) The difference between the Enterprise Value quoted and the Retained
Debt, will be paid by the Confirmed Selected Bidder as cash
consideration to the GOI against the purchase of 100% equity share
capital of AI held by GOI.
In its financial bid, QIBs may, at their option, choose to specify a lower
percentage of Enterprise Value, than 85%, to be retained in the form of
Retained Debt, and instead offer same amount in form of higher cash
consideration to the GOI against the purchase of 100% equity share capital
of AI held by GOI.
Further details including for the financial bid criteria, financial bid process,
Enterprise Value split and the re-allocation of Debt (including, if applicable,
relative rank order priority of different Debt facilities for transferring balance
Debt to AIAHL) to be provided at the RFP stage.
 6(b) The GOI has decided that the liabilities of AI and AIXL (as presented in
their respective balance sheets other than debt, equity and contingent
liabilities) will be reallocated such that on the date of the closing of the
NINTH CORRIGENDUM

GOVERNMENT OF INDIA
MINISTRY OF FINANCE
DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT
Proposed Transaction, (x) the sum of certain identified current and noncurrent liabilities (other than debt , equity and contingent liabilities of AI and
AIXL) to be retained in AI and AIXL combined will be equal to (y) the sum of
certain identified current and non-current assets of AI and AIXL combined,
such that the difference between the two components (x) and (y) is zero.
The remaining liabilities of AI and AIXL will be allocated to AIAHL.
The allocation of liabilities to AIAHL, is subject to receipt of requisite
approvals from lenders, creditors and regulators, as applicable.
Additional details on the re-allocation of liabilities will be provided at the RFP
stage.
It is clarified that there would be no re-allocation of debt or liabilities of
AISATS.
Further, it is clarified that Contingent Liabilities and Corporate Guarantees
shall be treated as per the provisions of para 6.3 and 6.4 below. Further,
details to be provided at the RFP stage.

4. RegardingClause 6.1 of the PIM
For:

At the time of closing of the Proposed Transaction, debt of INR 2,32,865 Mn will
remain with AI and AIXL, and the remaining debt of AI and AIXL will be allocated to
AIAHL.
As an illustration, if the Proposed Transaction were to be hypothetically closed as
on March 31, 2020, the debt of INR 2,32,865 Mn would have been allocated to AI
and AIXL (combined). Similarly, even if the Proposed Transaction were to be
hypothetically closed as on June 30, 2020, the debt of INR 2,32,865 Mn would
have been allocated to AI and AIXL (combined).
The allocation of debt to AIAHL, is subject to receipt of requisite approvals from
lenders, creditors and regulators, as applicable.

Read :
NINTH CORRIGENDUM

GOVERNMENT OF INDIA
MINISTRY OF FINANCE
DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT
“ Intentionally left blank”.
5. RegardingClause 6.2of the PIM
For:

Out of the balance liabilities (i.e. other than debt as mentioned in clause 6.1),
certain identified current and non-current liabilities that are equivalent to sum of
certain identified current and non-current assets, are proposed to be retained in
AI + AIXL, as on date of the closing of the Proposed Transaction.
The remaining liabilities of AI and AIXL will be allocated to AIAHL.
As an illustration, if the Proposed Transaction were to be hypothetically closed
as on March 31, 2019, the liabilities of INR 87,715 Mn (equivalent to certain
identified current and non-current assets of AI + AIXL as on March 31, 2019)
would have been allocated to AI and AIXL (combined). Similarly, if the
Proposed Transaction were to be hypothetically closed as on March 31, 2020,
and on such date the sum of certain identified current and non-current assets of
AI and AIXL is INR 97,000 Mn, then liabilities of INR 97,000 Mn (equivalent to
certain current and non-current assets of AI + AIXL as on March 31,2020)
would have been allocated to AI and AIXL (combined).
The allocation of liabilities to AIAHL, is subject to receipt of requisite approvals
from lenders, creditors and regulators, as applicable.

Read :
“ Intentionally left blank”.
6. RegardingClause 6.5of the PIM
For :

6.5 Indicative Adjusted Financials (assuming completion of transfer of certain
assets, debt and liabilities featuring in the FY 2019 financials of AI, AIXL)
It is clarified that certain assets, debt and liabilities, featuring in the financials of AI
for FY2019 are still in the process of being carved out to AIAHL/GOI. The indicative
adjusted financials stated below are given only to give prospective bidders a broad
idea of financial position assuming:
 transfer of the assets from AI to AIAHL or GOI completed by 31st
NINTH CORRIGENDUM

GOVERNMENT OF INDIA
MINISTRY OF FINANCE
DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT
Mar,2018 (31st Mar, 2018 date hypothetically assumed only so that
impact of asset transfer for the complete year is reflected in profit and
loss statement for period 1st Apr, 2018 to 31st Mar, 2019) – for the
purpose of indicative adjusted profit and loss statement
 transfer of the assets from AI completed by 31st Mar, 2019 for the
purpose of indicative adjusted balance sheet
 transfer of the debt and liabilities from AI/AIXL completed by 31st Mar,
2019 for the purpose of indicative adjusted balance sheet
6.5.1 Indicative Adjusted Profit and Loss Statement (standalone) for AI
A brief summary of the indicative adjusted Profit and Loss Account of AI#
(incorporating impact of assets/liabilities transfer as per clause 6 above) is
provided below:
Table 1: Indicative adjusted Profit & Loss statement for AI for FY2019
Financial Year (INR Mn)
2018-19
(Audite
d)
2018-19
(Adjuste
d)*
Operating Revenue 2,55,088 2,48,181
Other Income 9,218 5,318
Total Revenue 2,64,306 2,53,499
Fuel Expenses 1,00,345 1,00,345
Employee Expenses 30,052 27,927
Employee Expenses % of Total Revenue 11% 11%
Other Operating Expenses 1,00,188 97,426
Other Operating Expense % of Total Revenue 38% 38%
Other Expenses 14,798 14,798
Total Expenses 2,45,383 2,40,496
EBITDAR (Excluding Other Income) 9,705 7,685
EBITDAR Margin (%) (Excluding Other Revenue) 4% 3%
EBITDAR (Including Other Income) 18,923 13,003
EBITDAR Margin (%) (Including Other Income) 7% 5%
Aircraft Lease Rentals 30,926 30,926
EBITDA (Excluding Other Income) -21,221 -23,241
EBITDA Margin (%) (excluding Other Income) -8% -9%
EBITDA (Including Other Income) -12,003 -17,923
EBITDA Margin (%) (Including Other Income) -5% -7%
# since transfer of assets of AIXL to AIAHL/GOI is not envisaged at this stage, there are no adjustments in
profit and loss statement for AIXL
*please note that these adjusted financials are indicative and approximate. As an example, these figures do
not consider adjustments for the variable income and variable expenses associated with respect to the 4 B747-400 aircraft which are proposed to be transferred to AASL prior to the completion of the Proposed
Transaction. Additional details may be provided at the RFP stage.
NINTH CORRIGENDUM

GOVERNMENT OF INDIA
MINISTRY OF FINANCE
DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT
6.5.2 Indicative Adjusted Balance Sheet for AI + AIXL (Combined)
A brief summary of the indicative adjusted balance sheet, combined for AI and
AIXL, incorporating appropriate impact of assets/liabilities transfer as per clause
6.1 and 6.2 above, is provided below:
Table 2: Indicative adjusted Balance Sheet combined for AI & AIXL for FY2019
Financial Year (INR Mn)
As on March 31, 2019
AI+ AIXL 2018-19
(Adjusted1
)
AI (2018-19)
(Audited)
AIXL
(2018-
19)
(Audite
d)
Inter-Company
Elimination
(on
consolidation
of AI & AIXL)
Liabilities
Shareholder’s Funds
Share Capital 3,26,652 7,800 7,800 3,26,652
Surplus in P&L (6,21,316) (16,287) –
Share Application Money Pending (2,78,101)
Allotment – – –
Sub Total (2,94,664) (8,487) 7,800 48,551
Non-Current Liabilities
Long-Term Borrowings 83,000 1,778 –
Debt#
: 2,32,865
Liabilities other than
debt*:
87,715
Other Long-Term Liabilities 48 5 –
Long -Term Provisions 28,272 142 –
Sub Total 111,320 1,925 –
Current Liabilities and Provisions
Short-term Borrowings 2,76,303 24,599 11,510
Trade Payables 82,043 9,710 –
Current Maturities of Long Term Debt 199,717 3,045 –
Other Current Liabilities 146,686 5,759 –
Short Term Provisions 2,117 770 –
Sub Total 706,866 43,883 11,510
Total Liabilities 523,522 37,321 19,310 3,69,131
Assets
Non-Current Assets
Net Asset block 259,662 28,774
– 2,67,203
Intangible Assets 195 –
Capital Work in progress 727 95
Intangible Assets under development 13 –
Total Non-Current Assets 2,60,596 28,869 – 2,67,203
Non-Current Investments 9,331 – 7,800 1,531
Deferred Tax Assets (net) 28,425 – – 28,425
Long Term Loans and Advances 16,781 – 10,586 6,195
Other Non-Current Assets 5,877 222 – 6,100
Sub-Total 60,414 222 18,386 42,250
Current Assets, Loans and Advances
Inventories 8,064 2,646 – 10,052
NINTH CORRIGENDUM

GOVERNMENT OF INDIA
MINISTRY OF FINANCE
DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT
Financial Year (INR Mn)
As on March 31, 2019
AI+ AIXL 2018-19
(Adjusted1
)
AI (2018-19)
(Audited)
AIXL
(2018-
19)
(Audite
d)
Inter-Company
Elimination
(on
consolidation
of AI & AIXL)
Trade Receivables 19,921 382 – 18,658
Cash and Bank Balance 8,432 971 – 9,403
Short Term Loans and Advances 4,728 1,346 924 5,148
Other Current Assets 1,61,367 2,885 – 16,415
Sub Total 202,512 8,230 924 59,677
Total Assets 523,522 37,321 19,310 3,69,131
1- Adjusted figures includes the impact of inter-company eliminations and adjustments on account of assets /
liabilities transfer
*represents sum of current and non-current liabilities (other than debt)
# represents total debt which includes Long Term Borrowings, Short Term Borrowings, Finance Lease Obligations
and Current maturities of Borrowings & Finance Lease Obligations
Please note that above financial statements (clauses 6.5.1 and 6.5.2) are only
indicative and approximate and have been provided on a no-reliance basis for a better
understanding of the proposal. Additional details may be provided at the RFP stage.
Read :
“ Intentionally left blank”.
7. RegardingClause 10.17 of the PIM
For :

EOI submitted through hand delivery as well as registered post or courier shall be
accepted. It is clarified that only EOIs received by TA (whether through hand
delivery or registered post or courier) within timelines as per clause 1.2 of the PIM
shall be accepted. IBs may note that TA shall not be responsible for late delivery
of documents for any reason whatsoever and it is the IBs sole responsibility to
ensure that their full and complete EOIs are received by the TA within the stipulated
timelines. For any queries or request for clarification/ additional information
concerning PIM, IB’s are required to follow instructions provided in clause 1.1.

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