DSK Legal advised National Investment and Infrastructure Fund (NIIF), in relation to 100% acquisition of SP Jammu Udhampur Highway Limited (SP JUHi) from Shapoorji Pallonji Group (SP Group) through the NIIF Master Fund. 

SP Group is one of the leading business groups in the construction space with a rich legacy of 150 years.

SP JUHi is a Special Purpose Vehicle (SPV) promoted by Shapoorji Pallonji Roads Pvt. Ltd (74% stake in SPJUHi) and Shapoorji Pallonji and Company Private Limited (26% stake in SPJUHi). The SPV is the concessionaire for strengthening and four-laning of 64.58 km of Jammu to Udhampur section from km 15.000 to km 67.000 on NH 1A in the state of Jammu & Kashmir on Design, Build, Operate, Finance and Transfer (DBFOT) Annuity basis. The project involves 66 major and minor bridges, 12 underpasses and 4 twin tube tunnels aggregating 2.77 kms all in a tough hilly terrain and enhances connectivity to Shri Mata Vaishno Devi Shrine. The road will be managed by NIIF Master Fund’s proprietary roads platform Athaang Infrastructure.

NIIF was set up as a sovereign wealth fund and is registered with the Securities and Exchange Board of India (SEBI). NIIF manages over $4.3 billion of equity capital commitments across its three funds – Master Fund, Fund of Funds, and Strategic Opportunities Fund. Master Fund managed by NIIF is one of India’s largest infrastructure funds.

The transaction includes acquisition of 100% equity shares of SP Group and it also involves refinancing of NCDs by SBI and redemption of listed NCDs worth about Rs 1,875 crore.

DSK Legal assisted NIIF on all legal aspects of the transaction, including conducting legal due diligence, transaction structuring, drafting, negotiating and finalising the definitive agreements both for acquisition of shares as-well-as refinancing of existing listed NCDs and redemption of NCDs.

Mr. Anjan Dasgupta (Partner) acted as the lead engagement and relationship partner on this transaction.

The core team at DSK representing NIIF on equity acquisition leg of the transaction comprised of Mr. Harvinder Singh (Partner), Ms. Shruti Dogra (Principal Associate), and Mr. Archit Gupta (Associate).

The core team at DSK representing NIIF on refinancing leg of the transaction comprised of Mr. Avinash Khard (Partner), Ms. Roochi Loona (Associate Partner), and Mr. Archit Gupta (Associate).

The legal due diligence team included Mr. Aninda Pal (Partner), Ms. Monika Roy (Senior Associate), Mr. Manhar Gulani (Senior Associate) and Mr. Abhikalpa Ghosh (Associate).

Mr. Abhishek Singh Baghel (Associate Partner) advised on competition law aspects of the transaction.

Deal value: $290 million. (Approximately INR 2,290 crore).