Infrastructure company PNC Infratech has received in principle approvals from NHAI to transfer 100% stake held by it in two subsidiaries (SPVs) for the Bundelkhand and Khajuraho road projects to the KKR-backed Highways Infrastructure Trust.
With this, the PNC-KKR deal is on track for closure by 31st March 2025 as PNC Infratech is in the process of fulfilling the conditions precedents (CPs) for the transaction. One of the major CPs under the deal included change in control approvals from the highway authorities and no objection certificates from the lenders to the projects, according to a person aware of the development.
PNC has now obtained a change in control approval from NHAI for 8 of the assets, and the approvals for 2 more assets are expected by January 2025, NOCs have also been obtained almost from all the lenders, said the person quoted above.
Till January 20, PNC has secured approvals from the NHAI for the following eight highways assets, as per its stock exchange filings between November and January:
1
November 20, 2024
· PNC Bithur Kanpur Highways Private Limited
· PNC Gomti Highways Private Limited
· PNC Aligarh Highways Private Limited
2
December 14, 2024
· PNC TriveniSangam Highways Private Limited
3
December 27, 2024
· PNC Chitradurga Highways Private Limited
4
December 31, 2024
· PNC Rajasthan Highways Private Limited
5
January 16, 2025
· PNC Bundelkhand Highways Private Limited
· PNC Khajuraho Highways Private Limited
The Company shall be able to close the deal for 10 of the 12 assets by the close of this financial year, comprising ~85% of the total deal value. The deal for the remaining 2 assets will be completed by H1FY26, said the person quoted above.
The divestment is aligned with the Company’s strategic objective of recycling the capital invested in operating road assets to leverage the ambitious growth vision that the Government of India has outlined for this sector.
PNC Infratech Limited and PNC Infra Holdings Limited a wholly-owned subsidiary of PNC Infratech Limited had executed definitive agreements on January 15, 2024, with the KKR-backed Highways Infrastructure Trust (HIT). It involves divestment of 12 of the PNC’s road assets, comprising 11 National Highway (NH) Hybrid Annuity mode (HAM) assets and 1 State Highway BOT Toll asset with approximately 3,800 Lane Kms in the states of Uttar Pradesh, Madhya Pradesh, Karnataka and Rajasthan.
The transaction for the 12 assets is proposed to be undertaken at an enterprise value of INR 9,005.7 Crore and is one of the largest acquisitions in the highways sector.
