When The McGraw-Hill Cos. decided to take a big step into India last year, it soon discovered that things weren't going to be straightforward. The plan itself was simple enough. McGraw-Hill already owned a stake of just under 10% in CRISIL, India's biggest credit ratings agency. To win majority ownership, it launched a tender offer, inviting existing shareholders to sell at a premium to the current share price. If enough of them accepted, McGraw-Hill would be able to integrate CRISIL with its own ratings business–Standard & Poor's–and become the biggest player in the rapidly growing Indian market almost overnight. While simple, executing this plan required some fancy footwork from McGraw-Hill's treasury and finance team: "It's very, very complicated to get money into and out of the country," says John Weisenseel, a senior vice president and the New York-based treasurer for the textbook, publishing and financial information giant.

Indian regulations stipulated that even before anyone knew how successful the bid would be, McGraw-Hill had to guarantee its ability to make good on the offer. This proved to be cumbersome. Putting the money into escrow in the U.S. wasn't enough–McGraw-Hill had to provide a letter of guarantee from a bank with a branch in India, in addition to a backing guarantee from a bank in the U.S., stating that if there was any kind of hitch, the banks would pony up the full value of the deal. McGraw-Hill has not publicly disclosed the dollar amounts involved, and Weisenseel declines to comment on this issue, but the deal documentation can be found online: McGraw-Hill offered to acquire 3,534,488 (or 55.67%) of the outstanding shares at a cost of 680 rupees each. That put the potential value of the deal anywhere up to $53.8 million (at today's exchange rates).

Trying to find a bank that would accept such a responsibility was, to put it mildly, "an interesting experience," Weisenseel recounts. In the end, HDFC Bank in India, along with JPMorgan Chase in New York, stepped up and the story ended happily: Within three months of launching the offer, McGraw-Hill had acquired an additional 49.07% of CRISIL's shares.

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