SP group inks $3.3 bn refinancing term sheet backed by Tata Sons stake, core assets

Sources said the deal has drawn interest from marquee global credit investors including Falloron, Cerberus, Ares Management, PIMCO, BlackRock, and Edelweiss Alternatives

The Shapoorji Pallonji Group (SP Group), the largest minority shareholder in Tata Sons, has signed a termsheet to raise $3.3 billion through a structured refinancing transaction backed by its holding in Tata Sons, real estate assets, and oil and gas cash flows, according to sources familiar with the development.

The transaction is being structured as a zero-coupon non-convertible debenture (NCD) with a tenure of three years and an expected yield of 18.5–19 percent. Sources said the deal has drawn interest from marquee global credit investors including Falloron, Cerberus, Ares Management, PIMCO, BlackRock, and Edelweiss Alternatives. The minimum investment size is set at Rs 10 crore per PAN, and final documentation is expected to follow after completion of due diligence.

The primary collateral for the refinancing includes a 9.185 percent stake in Tata Sons, held through Sterling Investment Corporation Pvt Ltd (SICPL), which sources estimate to be valued at approximately $18.6 billion. In addition, pledged shares of SP Group’s real estate platform, SPRE, are being offered as part of the security package, with a valuation of roughly $3.2 billion, the sources added.

Oil and gas business cash flows have also been ringfenced to contribute towards interim repayments. According to people aware of the terms, the structure provides for interim monetization of approximately $1.3 billion—representing 35 to 40 percent of the NCD face value—over the next 24 months. These interim payments are expected to come largely from the real estate and oil and gas verticals of the group.

The total loan-to-value (LTV) ratio for the transaction is estimated at a conservative 14.7 percent, providing significant collateral comfort for investors, according to one of the investors evaluating the deal.