TT&A, Desai & Diwanji, Khaitan, SAM act on ₹28,600 crore financing for Shapoorji Pallonji group

Porteast Investment Private Limited, a promoter group entity of the Shapoorji Pallonji group, has issued unrated, unlisted, secured, zero coupon, redeemable non-convertible debentures (NCDs) of the nominal value of ₹1 crore each, aggregating up to ₹28,600.

TT&A advised Shapoorji Pallonji group on this NCD issuance.

The transaction team consisted of Sonali Mahapatra (Partner), Tanay Agarwal (Partner), Nakul Sonejee (Managing Associate), Kartik Jigyasi (Managing Associate), Pallav Rathi (Senior Associate) and Adesh Sharma Anushree Verma, Kashish Agarwal – Associates.

Desai & Diwanji acted as the legal counsel for Porteast Investment Private Limited.

Khaitan & Co has advised an affiliate of Cerberus Capital Management and certain other investors on their subscription to the NCDs.

The core deal team consisted of Kumar Saurabh Singh (Partner), Ahana Sinha (Partner), Manas Pandey (Principal Associate), Akash Mukherjee (Associate) and Kartikey G (Associate) with assistance from:

Corporate law aspects: Kartick Maheshwari (Partner), Tanushree Bhuwalka (Partner) and Vivek Badkur (Associate);

Real estate law related aspects: Amruta Joshi (Counsel), Rahul Sunil Agarwal (Principal Associate), Nupur Antrolikar (Associate) and Snehil Singhvi (Associate);

Funds related aspects: Divaspati Singh (Partner) and Chirayu S Heddthale (Principal Associate);

Competition law aspects: Soham Banerjee (Counsel).

Shardul Amarchand Mangaldas & Co advised EAAA India Alternatives Limited (Edelweiss group) on their subscription to the NCDs.

The transaction team was led by Veena Sivaramakrishnan, Partner; Yash Kahandole, Principal Associate; and Karina Katrak, Associate.

The team was also supported by Jay Gandhi, Partner; Ashoo Gupta, Partner; Sanjiv Malhotra, Senior Advisor – Head of Tax Practice; Rohit Garg, Partner; Priyanka Jain, Principal Associate; and Sonal Nandu, Aditi Ghosh, Gaurav Karwa and Sumanyu Mohanty, Associates.

The NCDs have a three-year maturity and carry an effective yield of 19.75%. This is the largest private credit transaction ever executed in India and marks a significant move in the growing trend of alternative financing for large Indian conglomerates.

The proceeds from the issuance are proposed to be used for multiple purposes, including refinancing the existing debt of Porteast as well as other entities within the SP Group.

In addition, a portion of the funds will be used to meet capital expenditure and general corporate requirements of group companies. The transaction provides the group with critical financial flexibility at a time when conventional funding avenues have tightened.

A consortium of global investors participated in the deal, including asset managers such as BlackRock, Pimco, Ares Management, Farallon Capital, Cerberus Capital, and Davidson Kempner. Deutsche Bank acted as the sole arranger for the deal. The financing is backed by a pledge of part of the SP Group’s stake in Tata Sons, estimated at around 9%. Investor protections include guarantees from the SP Group’s real estate arm and conditional repayments tied to asset sales.

If you would like your Deals, Columns, Press Releases to be published on Bar & Bench, please fill in the form available here.