54 Days Of Autumn.

     It is steeped in legend that the Chinese Monkey King, Sun Wu Kong, the hero of ‘Journey To The West’, a Chinese classic, was born from a stone egg, impregnated by the wind. He went on to become a disciple of ancient magic, martial arts and Buddhism, before rebelling against the Gods and swallowing the Peaches of Immortality. With invincibility on his side and a portfolio of magical powers at his command, including the ability to cover the length of the earth in a single somersault, he wreaked havoc in the heavens and incensed the Jade Emperor, before being trapped under The Mountain of Five Elements, for over five centuries by the Buddha.

     Seeking penance and forgiveness, he agreed to accompany the Buddhist monk, Hsuan Tsang to India, to retrieve the Buddhist scrolls, a story which is now known today as the ‘Journey To The West’. With his shape – shifting powers, ability to cast magic spells and strength to vanquish demons, he was indeed a force to reckon with and protected the monk from all evils. After journeying for months and enduring many a hardship, Sun Wu Kong, after annihilating an army of fire – breathing monsters, paused in a flower – carpeted valley, ascended a nearby hillock, listened to the wind whistling past him, looked up at a starlit night sky and murmured softly, “The universe is full of signs. All one has to do is keep an open heart and believe in the signs. And when one wants something, the universe conspires in helping one to achieve it. Just like the dainty little stars illuminate the night sky, the signs of the universe will show the way.”

      At that very moment, a large star in the night sky drifted westward in their headed direction and its radiance increased. Taking it as a sign from the universe, Sun Wu Kong continued his journey and soon procured the object of his mission – the Buddhist scriptures. Upon his return to China, he was blessed with enlightenment by the Buddha.

     And so, one late night at Bangalore’s Kempegowda International Airport, in the midst of a long wait for a red – eye flight, I thought back on Sun Wu Kong’s words and wondered if the universe was indeed projecting signs that would indicate what the future held. As if on cue, an aerobridge elongated itself and wrapped around the front door of an AirAsia India Airbus A320 that had just pulled in to the gate. And there, on that aerobridge, illuminated by the airport floodlights, were some words in white, against a red background.

     ‘Wherever You’re Headed, We’re Already There. Ab Kona Kona Kotak.’

     Part of Kotak Mahindra Bank’s new marketing campaign, with which Kotak had been painting the town red, the ‘Ab Kona Kona Kotak’ campaign was launched on the back of Kotak Mahindra Bank’s acquisition of ING Vysya Bank. Big deal, I thought to myself. And quite frankly, it was. At Rs. 15000 crores, the all – stock merger resulted in Kotak becoming India’s fourth largest private sector bank, Uday Kotak’s shareholding in Kotak Mahindra dropping to 34% (in line with a mandate that the RBI had issued, to eventually bring the promoter shareholding in Kotak Mahindra Bank to a sub – 20% level) and Kotak Mahindra gaining a strong presence in South India, where it had traditionally been weak. At that point of time, those words didn’t look like they meant much at all and they certainly weren’t something that I perceived as a harbinger. But as I was about to witness, based on the events that would unfold over the next few months, those words were indeed a sign of the good times to come. Oh and just in case you’re wondering if the aforementioned AirAsia India aircraft was a sign in any capacity, I would reply in the affirmative. After all, it did lead to ‘A Tango With Tony Fernandes’. Yup, The Tony Fernandes. And you can click here to read the whole story.

     Well, after that night, the months flew past and soon enough, it was time to find a company in which I could complete a two month – long autumn internship. Kotak Mahindra Investment Banking was a company that I had applied to and an interview with an Associate Director followed (in the interest of full disclosure, it was more like a roast that revolved around why I was considering investment banking, the recent major M&A deals, private equity investments, creating revenue models, beta fluctuations, WACC calculations, diversification objectives, FII activity and why in the blue blazes I was pursuing Spanish despite having completed French). Honestly, that last bit was the toughest to answer. A few days later, Kotak Mahindra Investment Banking was all set to receive its newest Kotakite – an intern in the Mergers and Acquisitions Division.

     Kotak Mahindra Investment Banking (the official nomenclature being Kotak Mahindra Capital Company) was set up in 1991, as an arm of Kotak Mahindra Bank and in 1995, it entered into a joint venture with Goldman Sachs. In 2006, Goldman exited the JV when its stake was bought back by Kotak and today, Kotak Mahindra Investment Banking is a member of the Mid – Capital Alliance and it has also entered into alliances with the Sumitomo Mitsui Banking Corporation (SMBC) and Evercore, giving it access to European, Japanese and American companies respectively that seek to engage in the Indian markets in one form or another. Besides featuring in most of the big – ticket IPOs of today, some of the landmark M&A deals in the Kotak Hall of Fame include Kotak Mahindra – ING Vysya Bank, Mahindra – CIE, Kokuyo – Camlin, Vodafone – Vodafone India, Fairfax Holdings – Thomas Cook and Warburg Pincus – Future Capital. The Investment Bank has 4 divisions – Equity and Debt Capital Markets, Private Equity Advisory, Infrastructure Advisory and Fund Mobilization, and Mergers and Acquisitions, the last of which was set to be my home for eight weeks.

    After the tale of an internship that was supposed to happen at Ashley Madison and a suspicious Middle – East based conglomerate called Al – Hayat (in the interest of full disclosure, nothing more can be disclosed about those subjects), the last day of August saw me make my way to 27BKC, an edifice with a mélange of steel and glass, and Kotak Mahindra’s headquarters in Mumbai. And no, just in case you’re wondering, Uday Kotak wasn’t waiting at the entrance to receive me. Passing through the revolving glass doors, the colossal atrium greeted me as I sprinted up the stairs to the Investment Banking Division. Contrary to what I had been expecting, the Investment Banking operations were not on the prestigious top floor of the building; the most glamourous arm of the bank had been confined to the very first floor of 27BKC. The very first thing that hit me when I landed on the first floor was the very visible and illuminated insignia, ‘Investment Banking’ – the first of many expressions of flamboyance that the investment bank held. The entire floor was deserted, with some ceiling lights flickering and an eerie silence cloaking the department. Then again, I couldn’t have expected much else at 0800hrs.

     Well, 1030hrs was when the department sprang to life and it took a couple of hours before I was finally introduced to my mentor, Mr. Ritesh Desai, the Senior Vice President of the Investment Bank and one of the top honchos in the Mergers and Acquisitions Division. A Kotak veteran with over a decade of experience in investment banking, he reflected on his career thus far and told me about some of the high – profile M&A deals that he had worked on. Incidentally, he just so happens to bear an uncanny resemblance to a certain Rakesh Jhunjhunwala. After asking me about my background (caramba and sacré bleu, the Spanish – French angle came up again!), he briefed me on my project – a detailed analysis of every open offer under the New SEBI Takeover Code of 2011 and a report of the various trends, along with a trend chart and analysis on where the open offers were going these days and in the days to come. At the end of our meeting, Ritesh hinted that a certain someone was interested in seeing what I came up with.

    The Code, revamped in 2011, essentially states that when an acquirer acquires 25% in a target company, an open offer to buy an additional 26% from the existing shareholders is triggered. The Code goes on to lay down the stipulations for what constitutes a change in control and the need for an open offer, the ceiling on promoter shareholding, the offer price, the escrow arrangements, indirect acquisitions, statutory approvals and the overall timeline for the completion of the open offer. Basically, the project involved delving deep into each transaction, looking into the whats, whys and hows of the acquirers and persons acting in concert (PACs) and the reasons behind their chosen holding structures, the open offer type, the reasons for the success or failure of the offer, the escrow arrangements, unique structuring arrangements, nuances and SEBI’s observations and comments to each deal. All in all, the project involved perusing, for each of the 60 open offers, the draft letter of offer, the letter of offer, the share purchase agreement, the share sale agreement and dozens of media reports. That’s it? Piece of cake.

    Well, after being introduced to and ‘howdying everyone in the Investment Banking Division, followed by lunch at Café@27BKC, I got down to work and starting cracking open those open offers. It is oft said that life comes full circle and I did experience that in some capacity on my first day at Kotak. Two of the open offers that I encountered were Diageo’s offer for United Spirits and PVR’s offer for Cinemax, two open offers which I can say, in the interest of partial disclosure, do bring back some fond memories. Ka – ching!

     The days soon began to roll past. Be it beating the Mumbai traffic and getting in to work at 0730 – 0800hrs, working in that oasis of absolute peace and calm when the office was virtually empty in those hours leading upto 1000hrs, tuning into the opening bell of the markets at 0915hrs, drifting through the rest of morning on a stream of cups of mil… er… coffee, wolfing down some lunch at Café@27BKC, going for a post – lunch stroll on the fourth floor garden, returning to work, perusing more open offers, watching the market closing at 1530hrs, fighting sleep towards the evening, charging down the home stretch and finally leaving work at any time between 1900 – 2230hrs, the routine was pretty much in the groove. There was a certain level of spillover of work into the weekends, which often presented a very interesting dilemma of whether to continue working on those entrancing deals or do some quizzing content creation work that had come my way. The choice, believe me, was far from easy.

    With each open offer being unique and after encountering numerous contentious issues which had hindered several deals, the curiosity to dive deeper and deeper into each transaction just kept on growing. My project involved regular review meetings with Ritesh, with each meeting lasting a half hour or so. In the interest of full disclosure, only five out of those thirty minutes were actually spent discussing my progress and his feedback, while the other twenty – five minutes witnessed us discussing just about everything else. And I mean everything else.

     Well, in three weeks’ time, the project on the open offers was signed, sealed and delivered (in stock market parlance, far exceeding analysts’ estimates of eight weeks) and a second project came my way – an analysis of all the major schemes (mergers, demergers, schemes of arrangement, capital restructurings and issues of securities) under Clause 24 of the Listing Agreement for Equity Shares.

    The Clause essentially states that a company, before undertaking any scheme, has to file the scheme with the stock exchanges and SEBI for approval, before approaching the courts to have the scheme sanctioned. The company would have to disclose the pre – and post – scheme shareholding pattern and capital structure, besides securing an auditors’ certificate and a statement of fairness opinion. The project involved some of the biggest M&A deals in the Indian markets and also, a primary focus on transactions to which SEBI had raised objections. Another 60 – odd transactions were all set to head my way. And just to make sure that my Kotak experience was indeed wholesome and that I felt well and truly at home, the analyst and associate teams gave me a couple of projects on buybacks and failed delistings to work on and involved me in some of the live analyses that were ongoing at that time, which effectively kept me at work and more importantly, out of mischief, all the way upto the ending week. How delightfully nice of them!

     As far as being in the thick of investment banking action goes, if anyone had said that the closing months of the year were usually a low – key affair, that couldn’t have been further from the truth, this time around. The Godrej – Astec Lifesciences deal had come and gone, American Tower – Viom Networks was in the works and a number of IPOs had hit the markets, all funnelled through Kotak. Two of the biggest names in their respective industries, Coffee Day Holdings (the parent of Café Coffee Day; click here to read 'A Storm In A Coffee Cup') and Interglobe Aviation (the parent company of IndiGo) were in the midst of their IPO proceedings and CCD’s 3 – day IPO affair was indeed memorable. It was a case of a lacklustre subscription on the first day, a mad scramble to get investors on board on day two and a successful closing on day three. However, when CCD cracked 17% on the day of its listing, it wasn’t exactly a moment to rejoice at Kotak. Then again, Interglobe Aviation, with its steep take – off following its listing, would have indeed gone a long way in bringing some cheer back at 27BKC.

     And of course, right in the middle of my internship, quizzing season rolled around in its biggest and most prestigious avatar – the Tata Crucible Corporate Quiz 2015 in Mumbai. Kotak Mahindra was represented by Mr. Shubham Majumder, Senior Executive Director and Head of the Telecom, Media and Internet divisions at Kotak Mahindra Investment Banking, and… wait for it… Ronak Ravindran, Intern, Mergers and Acquisitions Division. Yup, you read that right. A team comprising a Senior Executive Director and an intern. Incidentally, Mr. Majumder was the individual who tied together the aforementioned American Tower – Viom Networks deal, which is the largest inbound M&A deal of the ongoing fiscal year. And he just so happens to be one of the best quizzers I’ve ever teamed up with. Even though the finals of the quiz eluded us by three points, that quiz marked many a first for me. It was my first time at Tata Crucible Mumbai, my first visit to the Taj Lands End Hotel and most importantly, my first time representing a bona fide company at a corporate quiz. Just in case you’re wondering what that last bit means and in the interest of full disclosure, let’s just say that there exists a certain entity called ‘Red Scarab Consultants’, a fictitious shell company that supposedly provides investment and financial advisory services but is more often used as a front, at corporate quizzes, for a certain individual who just so happens to dabble in quizzing.

     Well, eight weeks were almost up but until a few days before the close of my internship, if you had asked me what the best moment had been, I would have been devoid of an answer. For, every moment had been equally remarkable. Well, that dilemma was put to rest on the penultimate day, when an e – mail landed in my inbox at around 1100hrs. Upon noticing the name of the sender, I read it in absolute amazement and wasted no time in replying in the affirmative. I read the e – mail again, just to make sure that I had read it right the first time around and that my eyes weren’t playing tricks on me. I then wrapped up my work for the day as swiftly soon as I could. For, that e – mail pretty much laid out my agenda for that entire upcoming afternoon.    

     Two hours later, when the clock tolled one, I was lunching at a nearby five – star hotel with Mr. Sourav Mallik, the Managing Director of Kotak Mahindra Investment Banking and the Head of the M&A Division. Ritesh, apparently, had put in a good word or two and evidently, this was what he had meant in our first meeting when he said that a certain someone was interested in the kind of work I would come up with.

    While the food was utterly delectable, the real icing on the cake was a riveting, hour – long discussion with Mr. Mallik, a discussion that revolved around everything from M to A. The deals that he had handled, his journey as an I – banker, the most complex deal that he had worked on (Mahindra – CIE was his response and his detailed account of the ins, outs and complexities of that transaction showed me just why he had said that), the JVs that Kotak had strung together overseas with other investment banks, the IPOs that Kotak had handled and was handling, SEBI’s increasing involvement in several M&A transactions, the aviation sector, the frothy valuations in the e – commerce sector, global consolidation in several industries, corporate governance in the investment banking domain, open offers, delistings, the biggest M&A deals that had hit the markets in the past decade and the potential companies that could soon be lining up for M&A transactions were just some of the topics that we discussed over lunch. Considering that Mr. Mallik was part of the committee that drafted the New SEBI Takeover Code of 2011, he did take a keen interest in my project and the Code itself was one of the cornerstones of our long discussion. And it was, without a shadow of a doubt, an afternoon that will remain etched in my memory for a long, long time. And if Kotak, Ritesh and Mr. Mallik had decided to save the best part for last, well, they certainly couldn’t have done a better job.

     Well, my last day at Kotak brought the curtains down on those memorable eight weeks. It was a day that was filled with absolutely no work whatsoever, long hours of lazing at my desk, counting down the clock till sundown and a day filled with many a goodbye, adios, au revoir and hasta la vista (Arnie, I’m still a huge fan of yours but the setting was much too formal to follow that last one up with a ‘baby’). As dusk set in, I made my way out of the Investment Banking office, took the stairs to ground zero, trudged through the atrium for one last time, and exited the building via the revolving glass doors. Again, Uday Kotak wasn’t waiting to bid me farewell. How utterly disappointing. And à la Undertaker, I made my way up the driveway, paused at the gate, turned my head, cast a long look back at 27BKC and then finally walked away. In the interest of full disclosure, the Graveyard Symphony soundtrack, the indigo lighting, the thunder crashing, the arm raising and the spooky mist were all nowhere to be seen. In conclusion, this internship account would not be complete without an expression of gratitude towards some individuals who made my Kotak experience truly unforgettable.

     Ritesh, first and foremost, here’s a huge shout – out to you for being the absolute coolest mentor ever! Honestly, eight weeks was too short to imbibe even some of your awesomeness. Thanks a ton for those fascinating insights, those amazing projects, a wonderful learning experience and all in all, a fantastic internship!

     Mr. Mallik and Mr. Majumder, thank you for the internship opportunity, the farewell lunch and for giving me a chance to represent Kotak at Tata Crucible. The latter two were undoubtedly the high notes of those glorious eight weeks and will remain etched in my memory for all eternity!

     Zeenat, what can I say? You’re amazing. Thanks a bunch for all your help, for giving me those live analyses to work on and for that mind – blowing project on the failed delistings!

     Shobhit, thank you for letting me work on that live analysis! I always wondered just what kind of number – crunching went into one of those and you gave me the chance to work on just that! Being an intern and getting to do what an analyst does. Now that’s a good deal in my books. Correction. Make that a great deal!

     Jignasha, shukren for those intriguing lunchtime discussions. Oh and just for the record, goldfish do count as pets!

   Last but not least, a huge thank you to the Human Resources and Administration teams for a smooth onboarding and for all your help! You guys made the Kotak experience that much more special!

     Well, as far as my internship goes, it was, without a shadow of a doubt, eight weeks filled with learning, new insights, fun, new friends, novel experiences, a taste of what investment banking has to offer and my baby steps into the corporate world. And not entirely unlike ‘500 Days Of Summer’, these ‘54 Days Of Autumn’, featuring yours truly and the aforementioned star cast, bestowed innumerable learnings and enabled me to zero in on my passion. Oh and just in case you’re wondering, I’m still referring to investment banking.

     At the end of the day, the essence of life is all about engaging the body and mind, channelizing the Zen and then hitting the party circuit. And you can quote me on that little gem. For, those eight weeks at Kotak were tailed by eight days of sun, sand, beach and bliss in good old Pondicherry – une ville où on ne se donne pas une pause. On donne une pause à l’heure.

    And as the past fades away with time and the uncertain future looms large on the horizon, my mind wanders back to another aerobridge hoarding. It was yet another advertisement by Kotak Mahindra, following its merger with ING Vysya. It had the infinite ‘Ka’ loop (Kotak’s insignia), the signature red background and some words in white. While I’m hoping that Sun Wu Kong is still watching over me and that the universe does show me a sign, here’s what the Kotak aerobridge hoarding had to say, just in case you’re wondering. Here’s wishing that those words are neither a prediction nor a prophecy. In my heart of hearts, I do indeed hope that those words turn out to be a spoiler.

     ‘You’ll Be Seeing More Of Us. Ab Kona Kona Kotak.’