PNC Infratech sells 12 road assets to HIT; stock surges 8%

Shares of PNC Infratech soared as much as 8.6% to ₹399.20 a piece on the BSE today, after the company sold 12 road assets, including 11 National Highway Hybrid Annuity mode (HAM) assets and 1 State Highway BOT Toll asset, worth ₹9,005.7 crore to Highways Infrastructure Trust (HIT).

HIT, an Infrastructure Investment Trust (InvIT) linked to funds managed by KKR & Co. Inc, is at the forefront of this strategic deal, covering approximately 3,800 lane kms across Uttar Pradesh, Madhya Pradesh, Karnataka, and Rajasthan, the company states in an exchange filing. Amid the announcement, shares of PNC Infratech.

“PNC Infratech Limited (“The Company”) and PNC Infra Holdings Limited (PNC Infra), a wholly owned subsidiary of PNC Infratech Limited have executed definitive agreements with Highways Infrastructure Trust (HIT), an Infrastructure Investment Trust (InvIT) whose sponsor is affiliated with funds, vehicles and/or accounts managed and/or advised by affiliates of KKR & Co. Inc., to divest 12 of the Company’s road assets, which comprises of 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 company says in an exchange filing.

Highlighting the financial aspects, PNC Infratech stated that the enterprise value encompasses earn-outs, resulting in an equity value of ₹2,902 crore (inclusive of cash) from an invested equity of ₹1,740 crore. Out of the 12 projects, 10 are presently operational, while the remaining two are under construction, slated for acquisition upon commencement of operations.

“The Enterprise Value of the Transaction is INR 9,005.7 Crores together with the earn outs and is subject to any adjustments as stipulated in the definitive agreements translating to an equity value of INR 2,902 Crores (including cash) on invested equity of INR 1,740 Crores,” it adds.

However, the transaction's realisation is contingent on regulatory and customary conditions, including approvals from relevant regulatory bodies, lenders, and other corporate authorisations.

The company clarified that this move aligns with its objective of capital recycling. By divesting operational road assets, PNC Infratech aims to contribute to the ambitious growth vision outlined by the Government of India for the sector, as reiterated in its official statement.

KPMG India Services LLP served as the exclusive financial advisor to PNC Infratech, with Shardul Amarchand Mangaldas & Co providing legal counsel.

Hailing this as one of the most substantial transactions in terms of value within the Indian roads sector, Yogesh Jain, Managing Director of PNC Infratech Limited, says, “We feel proud to announce this landmark transaction – one of the largest in terms of value in the Indian Roads sector. 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 adds.