For Advising On $64 Billion HDFC Bank Merger, Bankers Get A 0.0002% Fee

A $64 billion merger of two big lenders is yielding almost no fees to financial advisers, highlighting investment bankers' struggle for profits in the country.

Housing Development Finance Corp.'s all-stock merger into HDFC Bank Ltd., which created one of the most valuable banks in the world, has about 18 advisers who got credit for a fee pool of just over $1 million, according to people familiar with the matter. Morgan Stanley and Bank of America Corp. will take the bulk of that pool while the rest will be paid just a token amount, they said, asking not to be identified as the information is not public.

The fee pool is disproportionately small as the board and executives of the companies led by Deepak Parekh, then chairman of HDFC, drove the merger process, and the role of the advisers was limited, the people said. Many of the advisers became aware that a merger was imminent only a day before the announcement and didn't have to do any work on the deal, they said.

"India is a tough place from a fee perspective unless one can offer value-added services or is structuring complex transactions," said Pranav Haldea, managing director of Prime Database Group, which provides information on fundraisings. "This is an extremely price-conscious market, and thus, one always needs to keep costs under check."

Major global banks, including Citigroup Inc., Goldman Sachs Group Inc., JPMorgan Chase & Co, and Jefferies Financial Group Inc., and leading domestic advisory firms like Kotak Mahindra Capital and Axis Capital, were among the 18 advisers who got league table credit for the deal. 

Morgan Stanley and BofA were paid more than others as they provided a fairness opinion on the valuation for the proposed transaction, while the rest of the advisers didn't do much, the people said. HDFC Bank and the advisers declined to comment.

The investment banks' struggles in India to win fee-generating business are in line with advisers' challenges worldwide after a $1 trillion year-on-year drop in the value of mergers and acquisitions and initial public offerings in the first half of the year pushed them to embark on job cuts.

JPMorgan, Citigroup, Goldman Sachs, and Morgan Stanley are among those to have started firings across their investment banking divisions globally this year. However, advisory units of overseas and local banks in the South Asian nation were left mostly unscathed as the team sizes were already small and costs were in check.