PNC Infratech sells 12 road assets to Highways Infrastructure Trust for over Rs 9,000 crore

The infrastructure developer affirmed that the transaction is in line with PNC Infratech's strategic goal of capital recycling. (Representative Image)

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PNC Infratech said on January 15 that it has executed definitive agreements with KKR-backed Highways Infrastructure Trust (HIT), to divest 12 of its road assets, comprising 11 National Highway (NH) Hybrid Annuity mode (HAM) assets and 1 State Highway BOT Toll asset, for an enterprise value of Rs 9,005.7 crore. This transaction is one of the biggest highway acquisitions by a KKR-supported entity.

HIT is an Infrastructure Investment Trust (InvIT) affiliated with funds managed by KKR & Co. Inc, PNC Infratech said in a press release. The strategic move to divest the road assets cover approximately 3,800 lane kms across Uttar Pradesh, Madhya Pradesh, Karnataka, and Rajasthan.

The enterprise value of the major transaction is inclusive of earn-outs, which translates to an equity value of Rs 2,902 crore (including cash) on an invested equity of Rs 1,740 crore, PNC added.

Out of the 12 projects, 10 projects are currently operational and remaining two projects are under-construction, which will be acquired post commencement of operations.

The transaction is subject to certain regulatory and customary conditions, including approval from relevant regulatory authorities, lenders, and other corporate authorizations.

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The infrastructure developer affirmed that the transaction is in line with PNC Infratech's strategic goal of capital recycling. Through the divestment of operational road assets, the company aims to harness the ambitious growth vision set forth by the Government of India for the sector, as further emphasized in its statement.

KPMG India Services LLP was the exclusive financial advisor to PNC Infratech, while Shardul Amarchand Mangaldas & Co served as the legal advisor for this deal. For Highways Infrastructure Trust, Ernst and Young LLP acted as the exclusive financial advisor and Trilegal acted as the legal advisor in this transaction.

Yogesh Jain, MD, PNC Infratech Limited, described it as one of the most substantial transactions in terms of value within the Indian Roads sector. He expressed acknowledged the confidence demonstrated by HIT in their assets. Furthermore, Jain emphasized that this deal exemplifies their multi-faceted strategic approach to value creation, starting from securing concessions in competitive bid processes.

"We are truly humbled by the confidence shown by HIT in our assets. The transaction demonstrates the continued investor interest in the sector for high quality portfolios. This deal demonstrates our multi-pronged strategic objective of value creation commencing from winning the concession in a competitive bid process, relying on our strong execution capabilities to develop the best-in-class infrastructure within the envisaged timelines and recycling the operating assets to unlock the value for all our shareholders. This transaction would help us further strengthen our strong balance sheet and would give us a large headroom to continue pursuing our growth ambitions,” Jain said.

“This is a defining transaction in the roads sector, and acquisition of this portfolio demonstrates our commitment to growth and delivering value to our unit holders. We look forward to integrating these assets into our portfolio and to continue our journey of high-quality asset management backed by world class ESG standards.” said Neeraj Sanghi, Chief Executive Officer, Highway Concessions One. (Investment manager to HIT).

“The transaction is one of the largest acquisitions in the highways sector. Annuity nature of cashflows from the Target Portfolio would provide further stability to our existing portfolio. This investment is in line with our thesis of acquiring assets with long balance concession life generating predictable distributions for our unitholders. We are happy to share that with this transaction and other signed (and announced) transactions, HIT’s asset under management is estimated to cross INR 20,000 crores(i.e. ~4x since the initial listing).” added Gaurav Chandna, Head – Strategic Finance, Highway Concessions One (Investment Manager to HIT).