Kumar Mangalam Birla overruled managers and took the risky decision to buy Novelis for $6 billion. Now, he's rolled up his sleeves and turned it around.

Brian W Sturgell, the then president and CEO of Novelis, kept chewing. "I must say that he was not utterly shocked," recalls one of the Indians who sat at the table that day. Sumant Sinha, the second Indian, and then the group CFO, had done much of the preparatory work that enabled Bhattacharya to pop the question. Their boss, Kumar Mangalam Birla, the 42-year old chairman of the group, had been closely studying Novelis, a manufacturer of aluminium products, for six months. He was keen to buy it.

Sturgell finished his steak and took the proposal back to his board. Eleven years after taking charge of the Aditya Birla Group as a 27-year-old, Mr Birla had just initiated the boldest move of his career. "It was an intimidating proposition. But after a lot of thinking, I found it too compelling an opportunity to let go of," recalls Mr Birla.

Fifty months have passed since that luncheon meeting. The world has changed in the meantime. A global recession has come and gone. Billions of dollars were raised and invested. Three people have sat in the corner office at Novelis, a bunch of senior executives have gone and others have come. Aluminium prices have gone up and down, so have credit ratings. Over a thousand employees have been retrenched, one plant is shut, and another is under closure notice. "At one stage, we were wondering what is going to hit us next... the poor liquidity was hurting us," recalls Mr Bhattacharya. Through it all, Mr Birla, the one man keenest on this $6-billion wager, has held his nerve and resolve to make the deal work.

The turbulent weather at Novelis is now giving way to a calm horizon. Novelis is on its way to an adjusted EBIDTA of over a billion dollars this financial year, Steve Fisher, senior VP and CFO, Novelis announced at a mid-September Credit Suisse conference in Miami. "Novelis is certainly Kumar's biggest achievement so far," says Basant Kumar Birla, chairman of the BK Birla group and Kumar Mangalam's grandfather.

But inadvertently, the two men who first discussed the transaction in 2006, over steak, only made the Herculean task even more difficult for Birla... each in a different way.

Mr Sturgell took Mr Birla's proposal to the Novelis board, but he quit weeks after the luncheon meeting. Some reports say he was fired. Novelis chairman William T Monahan was appointed as its CEO. The board appointed Morgan Stanley to invite prospective buyers into a competitive bidding process. Mr Birla was hoping to seal the deal quickly and quietly. But he only pushed Novelis into play. Hindalco would eventually pay a lot more than what it had originally imagined.

Mr Bhattacharya came home, watched new bidders hover around Novelis, saw the asking price rise, and decided it was not worth buying anymore. It was better for Hindalco to stay focused on investments in its core area of expertise — the upstream (raw materials) side of the aluminium business.

Over the next few months, Novelis remained in play, with private equity majors like TPG showing interest. Mr Birla went to work on Mr Bhattacharya. "He could have overruled Bhattacharya. But he just kept on persuading him," recalls a top executive. "Mr Birla even offered to bring in his personal money through a rights issue to ensure that Hindalco did not run out of funds for the upstream expansion projects that Bhattacharya was keen on. This went on for six months."

Soon, it was time to decide one way or the other. Mr Bhattacharya habitually spent the first half of Sundays at office, before taking his wife out for lunch or a movie later in the day. Mr Birla walked in on one such Sunday. "I chose to do it on a holiday so that there would be no distraction. We had a long chat," recalls Mr Birla.

At the end of it, Mr Bhattacharya still would not budge. At that point, Birla stood up and said that he was exercising an entrepreneur's call: he was going ahead with the bid. The next moment, Mr Bhattacharya said he would fall in line as a manager and do everything possible to make the transaction work. The man who had first ambushed Novelis over steak was now back in the deal. Operation Red Sox, the codename of the Novelis acquisition, was in motion.

The story started with steak, but the next twist has to do with Indian food. By early 2007, all bidders, including Hindalco, TPG and a few others, had completed the due-diligence process. With only a week to go before the bids had to be submitted, employees at Novelis' Atlanta headquarters organised a high-profile Indian food festival. "It was a subtle, yet loud message," recalls Mr Birla with a smile. The employees wanted Hindalco to win the race. "We visited many plants during the due-diligence process and it was apparent to us that Novelis employees wanted us to win."

But the honeymoon was short-lived, at least for Hindalco. Mr Birla and his team were aware of many problems that plagued Novelis. But after the deal, the full reality of the mess hit home. Novelis was contracted to sell aluminium cans to customers at prices lower than its raw material cost, the liquidity situation was bad and proper accounts had not been filed. Finally, Novelis was confused about its business model. "It was only a converter of aluminium into can stock, but it was behaving like a metal producer," recalls Mr Bhattacharya. "Their risk management needed immediate improvement," he adds, in a reference to the can price contracts.

"Consultants came in, offering to help us with the integration. They offered us a magic wand," he says. Hindalco wanted to do things its way. "They must have thought that I was stubborn and overconfident." Soon, he and Mr Birla rolled up their sleeves. "I made critical interventions that added value. I did not get into operational issues," says Mr Birla.

"Mr Birla can be very hands-on when he chooses to be," recalls Sumant Sinha, the former group CFO. "In this case, he chose to be." Mr Sinha now runs his hybrid investment banking/consulting firm, SaVant Advisers.

Cost-cutting is another area. Mr Birla opted for a consultative approach. He chose not to set aggressive 90-day integration targets, often deployed in such acquisitions. "The task was to create awareness before cutting costs," he recalls. "Nothing was thrust upon them. Every decision was elaborately discussed and debated. They not only participated in the talks, they also added value," he says. Another hard call Mr Birla was involved in, was to shed about 9% of Novelis' workforce.

Project Blue Sox was the next step. Under this, Novelis' can stock plant at Rogerstone, Britain, is being shut down and shipped to Hirakud in Orissa. This is a small, but significant step to mesh Novelis' high technology with India's low cost advantage. A second unit in UK, a foil rolling and packaging plant at Bridgnorth, is also being shut down. "Our approach was to establish Novelis as a value creator, not a volume filler," says Mr Bhattacharya.

The first setback hit Novelis soon enough. Less then two years after the acquisition, Martha Finn Brooks, president & COO and the woman spearheading these initiatives at Novelis quit. Mr Birla took charge of the search for the new CEO. Internal candidates were considered, but the job demanded someone with the experience of running a large profit and loss account. Several outsiders were screened, including two Indians. Finally, Philip Martens was offered the hot seat, but only after Birla had four meetings with him. The search took four months.

"Novelis was surprised that we did not choose an Indian to succeed Brooks," recalls Mr Birla. "It showed that we did not want to thrust ourselves upon them." In fact, only five mid-management Hindalco employees were transferred to Novelis. "It's very unusual for companies to send so few managers into such a large acquisition," he adds.

Mr Martens fits the typical rock-star-American-CEO mould, starting early and rising fast. At 34, he was the chief programme manager for the Panther range of cars at Ford Motor. By 43, he was head of product creation for North America. He became president and COO of Novelis when he was 49. "Martens is methodical, yet prone to action, which helps drive his decision-making," says Gary S Vasilash, editorial director, Automotive Design & Production, a magazine. Vasilash has tracked Martens' career for many years now.

"Martens acted quickly (after joining Novelis)," says Henry Unger, a veteran business journalist with The Atlanta Journal-Constitution, a newspaper. "I didn't think he had time, partially because the company was facing several pressures, including the recession and falling liquidity," says Mr Unger, who interviewed Mr Martens last month.

"Thirty days after taking charge, Mr Martens centralised a very decentralised company. It made no sense for Novelis, which has a homogeneous manufacturing system and global customers, to operate by dividing the world into four regional fiefdoms," Mr Unger adds.

Martens called this programme 'One Novelis'. Says Mr Birla: "Large corporations have many divisions and zones that tend to become independent. What has been done is the integration of the whole company to maximise the whole as opposed to optimising the parts. I give credit to Phil (Martens) for doing this." Hindalco declined to allow ET to interview Martens for this story.

Less then 18 months after taking over a troubled Novelis, Mr Martens is now helping it overtake rival Alcoa as the largest North American maker of metal for beverage cans. "In the US, we will be the dominant can-sheet provider... Alcoa took a different position within the US market and that has opened up opportunities," he told Bloomberg News in an interview this June.

The job, though, is not yet complete. Novelis had $2.4 billion in debt when it was acquired. Now it has $ 2.7 billion. About 90% of this will come up for repayment from 2014.

Mr Martens was a good choice for the role of Novelis chief for another reason. He is an auto industry veteran and knows Ford Motor inside out - the company and the auto industry are major Novelis customers. At present, 54% of the aluminium processed by Novelis goes into cans, only 7% into cars. But that equation is going to tilt towards cars. In the next five years, demand for aluminium from the world car industry is expected to grow by 10%, while demand for beverage cans will grow at less than half that pace. Aluminium's properties as a lighter, more malleable metal meets the auto industry's need for lighter, more fuel-efficient cars.