Rating Rationale Writers and Publishers Private Limited 15 May 2018 Brickwork Ratings assigns Rating for the Non-Convertible Debenture Issue of Rs. 160 Cr of Writers and Publishers Private Limited (WPPL) Particulars Amount (Rs. Crs) Tenor Rating Assigned* NCD Total Rs. 160 Cr Long Term Rs. 160 Cr (Rs. One Hundred Sixty Crores Only) *Please refer to BWR website www.brickworkratings.com/ for definition of the ratings {Pronounced BWR Double A Minus (Structured Obligation)} Outstanding NCDs Rating as follows Information about other outstanding ratings of the issuer with BWR is as follows Instrument Issue Date Amount in Rs Cr Coupon (P.a) Maturity Date ISIN Particulars Rating* NCD 21 st Dec-17 160.00 8.29% 30 th April 2021 INE312G08088 (Outlook ) NCD** 30 th May 170.50 8.80% 30 th April 2020 INE312G08062 (Outlook ) NCD*** 30 th Jan-201 7 244.80 8.86% 30 th January 2020 INE312G08054 (Outlook ) 1 15 May 2018
NCD 26 th July 120.00 8.35% 30 th April 2020 INE312G08070 (Outlook ) Total 695.30 (Rs. Six Hundred Ninety Five Crores and Thirty Lakhs Only) * Please refer to BWR website www.brickworkratings.com/ for definition of the ratings ** Existing coupon rate of 8.36% p.a has been reset to 8.80% p.a w.e.f. 30/6/18. *** Existing coupon rate of 8.31% p.a has been Reset to 8.86% pa w.e.f. 1/5/18. Outstanding Bank Loan Rating Withdrawn as follows Instrument FCNR Term Loan * Amount in Rs Cr 120.00 Maturity Date 30 th December Current Rating Outstanding December Current Rating Action Rating withdrawn (loan repaid in full) Total 120.00 (Rs. One Hundred Twenty Crore Only) Rationale/Description of Key Rating Drivers/Rating sensitivities: BWR has essentially relied upon the draft term sheet outlining the structure of the deal, financial results of DB Corp Limited (DBCL) whose shares are pledged, and information & clarifications provided by the Company. 2 15 May 2018
The assigned rating is primarily a function of total adherence of the issuer to the term sheet shared with Brickwork and enforcement of security, if needed, within specified time-lines indicated in the term sheet. The rating factors inter alia, the Company s strong promoters (Dainik Bhaskar or DB Group), strength of underlying securities (collateralized shares of DB Corp Ltd.) which are listed, business and financial strength of DBCL, structure of the proposed NCD issue and availability of sufficient free shares of DB Corp Limited post this transaction to take care of volatility in share. The rating is however constrained by unavailability of assured cash flows of the issuer at redemption, dependency on the group support or alternatively liquidation of the securities to meet the obligations arising from the proposed NCD issue and low liquidity of the DB Corp Ltd s equity share. NCD Structure WPPL proposed to raise Rs. 160 Crores by issue of NCDs maturing on 30th April 2021 for general corporate purpose. The NCDs are secured by way of pledge of equity shares of DB Corp Ltd (Listed entity) owned by the promoter and promoter group in proportion with security cover of 1.50x. If at any time before the redemption, the share cover falls below 1.50 times of the outstanding amount, the issuer shall top-up in the form of additional pledge of shares so to restore the stipulated security cover. Cash top-up in applicable in case the share price falls below stipulated benchmark. The scheduled repayment is bullet on maturity and coupon is to be served on quarterly basis. Issuer to fund the interest obligation three days (T-3) prior to the interest payment date and maturity obligation thirty days (T-30) prior to maturity date in the designated account charged to debenture trustee. In the event of shortfall, promoters shall ensure to fund shortfall in the designated account interest amount three days (T-3) prior to the due date and maturity amount twenty five days (T-25) prior to due date. On failure to comply with the above, the debenture trustee will sell security created under the pledge agreement, before the due date. Key Terms of other NCDs Particulars Writers and Publishers Private Limited Issue Size 170.50 244.80 (Rs in Cr) 160.00 120.00 ISIN INE312G08088 INE312G08070 INE312G08062 INE312G08054 Allotment Date 26 th July 30th May 30-Jan- 21-Dec-17 Maturity 30-April-2021 30th April 2020 30th April 2020 30-Jan-2020 Coupon P.A 8.29% P.a 8.35% P.a 8.80% P.a 8.86% P.a Debenturee Vistra ITCL Vistra ITCL Vistra ITCL Vistra ITCL Trustee (India) Limited (India) Limited (India) Limited (India) Limited 3 15 May 2018
T- Mechanism for funding the designated account by the Issuer T- Mechanism for funding the designated account by the Promoters (in case issuer fails to do so) Coupon: T-3 Days. Coupon: T-3 Days. Coupon: T-3 Redemption: T-30 Redemption: T-30 Days. Coupon: T-3 Days. Days Put/Call Days Put/Call Redemption: T-30 Redemption: T-30 Option : T-30 Days Option : T-30 Days Days Put/Call Days Put/Call Option : T-30 Days Option : T-15 Coupon: T-3 Days. Coupon: T-3 Days. Coupon: T-3 Coupon: T-3 Redemption: T-25 Redemption: T-25 Days. Days. Days Put/Call Days Put/Call Redemption: T-25 Redemption: T-25 Option : T-15 Days Option : T-25 Days Days Put/Call Days Put/Call Option: T-25 Days Option : T-15 Days Security Cover 1.6 times 1.6 times 1.5 times 1.5times Security Eq. Share of DB Eq. Share of DB Eq. Share of DB Eq. Share of DB Corp Limited Corp Limited Corp Limited Corp Limited Top-up 1.6 times 1.6 times 1.5 times 1.5times Release 1.75 times 1.75 times 1.75 times 1.75times Rating BWR believes the Writer and Publisher Private Limited business risk profile will be maintained over the medium term. The outlook indicates a low likelihood of rating change over the medium term. The given rating essentially captures performance of DBCL, since WPPL currently does not has strong operational cash flows and the NCD structure involves pledge of DBCL equity shares provided as security. Security cover of 1.50 times provides cushion to investors. T-30 days and T-3 days clause requiring the Company to deposit principal and interest amount respectively payable under the facility in the Designated Bank Account charged addresses the liquidity aspects to an extent should there is a need to invoke the security. Performance of DBCL and other promoter companies, adherence to the structure are the key sensitivities to the Rating. The rating outlook may be revised to 'Negative' if the credit quality of DBCL declines. Writers and Publishers Private Limited (WPPL) WPPL initially incorporated as a Private Limited Company in 1981 and subsequently converted into a public limited company in 1987. The company belongs to the Dainik Bhaskar group and was engaged in printing and publishing of Hindi Daily Newspaper Dainik Bhaskar and Gujarati Daily Newspaper Divya Bhaskar upto 12/12/06. Since beginning, the company was also engaged in commercial printing on Job Work basis to the reputed groups like Times of India, HT Media Ltd., Benette Coloman Co. Ltd., Indian Express, Business Standard Ltd., Outlook Publishing Ltd., Maya Press (P) Ltd., Chanakya Publication, Diamond Magazines Pvt. Ltd. However, WPPL sold its printing facilities to DB Corp Ltd, in September 2011. WPPL has 4 15 May 2018
given its Land & Building to D B Corp Ltd. on lease and is currently engaged in trading of DOC & denim textile since 2008. Company Financial Performance FY17 : Income from operations stood at Rs. 125.04 Cr with loss of Rs. 19.59 Cr against income from operations of Rs. 141.36 Cr and loss of Rs. 0.20 Cr in FY16. Tangible Net worth stood at Rs. 442.30 Cr in FY17 DB Corp Limited (DBCL) DBCL, one of the largest print media companies in India, started operations in 1958. The company commenced operations, with the launch of its first edition of Hindi daily newspaper in Bhopal, Madhya Pradesh. As on March 31, the company publishes seven daily newspapers with 68 editions and 208 sub-editions in four languages i.e. Hindi, Gujarati, English and Marathi across 14 states in India. DBCL s daily newspaper portfolio includes Dainik Bhaskar (DB), Divya Bhaskar, Saurashtra Samachar, DB Star, D, DB Post and Divya Marathi. Other than newspapers DBCL also publishes certain magazines & tabloids. DB also has radio licenses for 17 cities across 7 states, under brand name My FM. In addition, MY FM also acquired 13 new radio station licenses thereby expanding its footprint in 30 cities across markets The company has 52 printing units in the states of Rajasthan, Gujarat, Chandigarh, Punjab, Haryana, Himachal Pradesh, Madhya Pradesh, Chhattisgarh, Jharkhand, Maharashtra and Bihar. Financial Performance 9M December : Total Operating Income stood at Rs. 1761.21 Cr and PAT stood at Rs. 266.88 Cr. On consolidated basis, revenue from operation stood at Rs. 2258.01 Cr with PAT of Rs. 374.75 Cr in FY17 against Rs. 2049.34 Cr with PAT of Rs. 292.07 Cr in FY16. Key Financials: Writers and Publishers Private Limited 5 15 May 2018
Result Type 31-Mar-16 31-Mar-17 Particulars ( Rs in Crs) Audited Audited Income from Operations 141.36 125.04 PAT (0.20) (19.59) Tangible Net Worth 462.25 442.30 Total Debt 1578.23 1565.80 Rating History for the last three years (including withdrawn/suspended ratings the last three years (including withdrawn/suspended ratings) Sl N o Instrumen t Current Rating (May 2018) Type (Long Term/Shor t Term) Amoun t (Rs Crs) Rating History Rating 2016 201 5 1 NCD Long Term 160.00 BWR AA- Assigned 2 NCD Long Term 160.00 Reaffirme d BWR AA- Assigned December 6 15 May 2018
3 NCD Long Term 120.00 Reaffirme d BWR AA- Assigned/ July /December 4 NCD Long Term 170.50 Reaffirme d May/ July /December BWR AA- Assigned/ 5 NCD Long Term 244.80 Reaffirme d BWR AA- Assigned/ Jan/May/July/Decemb er 6 FCNR Term Loan Long term 120.00 Rating Withdraw n Jul/December July 2016 BWR AA- Outlook : 7 15 May 2018
Total 975.30 Rs. 975.30 Cr (Rs. Nine Hundred Seventy Five Crores and Thirty Lakhs Only) Hyperlink/Reference to applicable Criteria General Criteria Structured Obligation Service Sector Analysts Ravindra Kumar General Manager Ratings analyst@brickworkratings.com Media media@brickworkratings.com Relationship Contact bd@brickworkratings.com Phone: 1-860-425-2742 For print and digital media The Rating Rationale is sent to you for the sole purpose of dissemination through your print, digital or electronic media. While it may be used by you acknowledging credit to BWR, please do not change the wordings in the rationale to avoid conveying a meaning different from what was intended by BWR. BWR alone has the sole right of sharing (both direct and indirect) its rationales for consideration or otherwise through any print or electronic or digital media. Note on complexity levels of the rated instrument: BWR complexity levels are meant for educating investors. The BWR complexity levels are available at www.brickworkratings.com/download/complexitylevels.pdf Investors queries can be sent to info@brickworkratings.com. About Brickwork Ratings 8 15 May 2018
Brickwork Ratings (BWR), a SEBI registered Credit Rating Agency, has also been accredited by RBI and empaneled by NSIC, offers Bank Loan, NCD, Commercial Paper, MSME ratings and grading services. BARD has empaneled Brickwork for MFI and NGO grading. BWR is accredited by IREDA & the Ministry of New and Renewable Energy (MNRE), Government of India. Brickwork Ratings has Canara Bank, a Nationalized Bank, as its promoter and strategic partner. BWR has its corporate office in Bengaluru and a country-wide presence with its offices in Ahmedabad, Chandigarh, Chennai, Guwahati, Hyderabad, Kolkata, Mumbai and New Delhi along with representatives in 150+ locations. BWR has rated debt instruments/bonds/bank loans, securitized paper of over 9,30,000 Cr. In addition, BWR has rated about 5000 MSMEs. Also, Fixed Deposits and Commercial Papers etc. worth over 19,700 Cr have been rated. Brickwork has a major presence in rating of nearly 100 cities. DISCLAIMER Brickwork Ratings (BWR) has assigned the rating based on the information obtained from the issuer and other reliable sources, which are deemed to be accurate. BWR has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. And hence, the information in this report is presented as is without any express or implied warranty of any kind. BWR does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by BWR should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and BWR shall not be liable for any losses incurred by users from any use of this report or its contents. BWR has the right to change, suspend or withdraw the ratings at any time for any reasons. 9 15 May 2018