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Sanjeev Gupta’s Trophy Deal Shows How He Built a Shaky Empire on Debt

(Bloomberg) — In early 2019, industrialist Sanjeev Gupta was trying to secure his biggest prize yet: a deal to buy a string of steel plants across Europe from ArcelorMittal SA. There was just one problem: he was struggling to find the cash.The European Commission insisted he invest more of his own money — and take on less debt — before it would approve the purchase. For Gupta, as on so many previous occasions, the answer came as a creative solution from financier Lex Greensill.Greensill’s company extended hundreds of millions of dollars of credit to Gupta’s businesses based on the inventories at his Australian assets. Problem solved, a few months later the ArcelorMittal deal was done.The tale of Gupta’s acquisition of the ArcelorMittal assets illustrates how the British-Indian entrepreneur built his empire by shuffling cash from one part of his business to another. The reporting, based on corporate filings spanning Australia, Singapore and the U.K., and interviews with two people with direct knowledge of the deal, suggests his ascent relied on clinching one deal after the next, raising new financing at every stage, and thus piling debt on top of debt — much of it from Greensill.With his biggest lender now in insolvency, Gupta faces a reckoning. Without access to more Greensill financing, and with his ability to keep doing deals severely hampered, what will become of the so-called “savior of steel”?Range of ToolsGFG’s funding agreements reflected its strategy to improve operational and commercial performance at the assets, which represented a “a series of countercyclical investments,” a spokesman said in response to questions.“We have used a range of financing tools, including bonds, bank loans and asset based financing to fund the business. We have significantly improved the performance of our major businesses and are benefiting from strong steel, iron ore and aluminium markets.”Spokespeople for Greensill and ArcelorMittal declined to comment.Back in July 2019, Gupta was triumphant. Declaring himself “extremely proud,” he announced he was the new owner of seven steel mills in Romania, Czech Republic and four other European nations.Behind the scenes, Gupta had been imploring his employees for months to find cash for the deal, according to one of the people. It’s not unusual for buyers to borrow to fund their deals. But usually they inject a minimum chunk of their own money — or equity — to cushion the risk taken by their lenders in case the value of the asset should fall.After Gupta drummed up the additional cash, Brussels, which was involved because the ArcelorMittal assets were being sold to satisfy a European Commission requirement, declared itself satisfied with Liberty as a buyer.In its assessment, the Commission noted that while Liberty’s original proposal had “raised concerns” because it “would have been highly leveraged,” in the final version of the deal the equity contribution had increased, and represented 30% to 40% of the purchase price.But in reality that contribution had come thanks only to another debt, the people said: the borrowing from Greensill against Gupta’s Australian assets.A filing from Liberty OneSteel (Primary) UK Ltd., a holding company for the assets, shows that a A$1 billion facility was agreed in late February 2019 against the Australian inventories. As of the end of June 2019, A$280 million of it had been drawn, a different filing shows. Another Gupta-owned Australian entity, Liberty Infrabuild Ltd., borrowed A$233 million, also against inventories, its accounts show.Based on exchange rates at the time, those two amounts added up to about $360 million.Meanwhile, another of Gupta’s myriad companies — Singapore-registered Liberty Primary Steel & Mining Pte Ltd. — injected $350 million into a newly formed holding company, which in turn consummated the deal with ArcelorMittal.A spokesperson for the European Commission declined to comment on the details of the transaction, saying that it “continues monitoring the implementation of the divestiture commitment by ArcelorMittal.”Announcing the deal’s completion, Gupta said the European steel mills would “form a key part of our global steel strategy.”But they also had a more immediate benefit: access to even more cash. Once again, the source of the financing was Greensill, but this time on an even larger scale: Gupta got 2.2 billion euros ($2.6 billion) in new credit facilities secured on the assets he had bought from ArcelorMittal, according to company filings — far more than the 740 million euro sale price.The dizzying pace at which Gupta has executed deals over the past three years made it hard for anyone outside his inner circle to keep up with. With the new firepower generated by the ArcelorMittal deal and Greensill’s financial alchemy, he barely paused for breath.Two weeks after the deal closed, he bought back hundreds of millions of dollars in bonds from GAM Holding AG, allowing the fund manager to draw a line under a scandal that had claimed the job of its star trader Tim Haywood and threatened to engulf Greensill and Gupta.Within months, Gupta announced more deals: an Australian pipe manufacturer, a steel mill in Louisiana, and a Belgian aluminum plant.By August 2019, Gupta had repaid the borrowing against his Australian inventories. In its place, he agreed a new credit line with Greensill — this time based on his Australian assets’ “future receivables,” according to a corporate filing.It was a type of financing Gupta would come to rely on more and more. In his witness statement on his company’s insolvency earlier this month, Lex Greensill said that Gupta’s group of companies, known as GFG Alliance, was “heavily dependent” on Greensill’s financing, “particularly finance through the future accounts receivable programs.”Read: Coal Miner’s Suit Shines Light On Greensill’s Unusual MethodsBy the second half of 2020, Greensill faced mounting pressure to reduce exposure to GFG.Around the same time, Gupta was gearing up for his most ambitious deal yet: an offer to buy the vast steelmaking operations of German giant Thyssenkrupp AG. If successful, the purchase would bring the promise of new financing — this time, Gupta announced in October, from Credit Suisse Group AG.Just a month ago, the Thyssenkrupp deal fell apart, amid disagreements on value and also concerns about Gupta’s ability to finance the deal, Bloomberg reported at the time. Credit Suisse declined to comment.Shortly after, Gupta’s key financier, Greensill, filed for insolvency.With Gupta’s run of acquisitions brought to a halt, there’s still a vital deal left to do: the one to save his own company.For more articles like this, please visit us at bloomberg.comSubscribe now to stay ahead with the most trusted business news source.©2021 Bloomberg L.P.