NXT-Infra Trust: Finalizes 5 Highway Assets Acquisition

• NXT-Infra Trust acquired five highway assets, including Darah Jhalawar Highways Private Limited, from entities belonging to the Actis Group and KMC Constructions Limited.
• The acquisition was financed through a combination of preferential unit issuance and cash payments.
• NXT-Infra Trust, an InvIT sponsored by Actis Highway Infra Limited, now manages a portfolio covering over 2,000 lane kilometers across five Indian states.
• Cyril Amarchand Mangaldas advised NXT-Infra Trust, providing strategic, transactional, due diligence, and competition law expertise.
• This transaction exemplifies complex InvIT infrastructure acquisition in India, involving multiple sellers and significant legal considerations.

This comprehensive legal support highlights the multi-disciplinary expertise required for successful infrastructure M&A deals involving InvITs in India, providing a practical precedent for lawyers advising on similar complex transactions.

NXT-Infra Trust has successfully finalized the acquisition of five significant highway assets, marking a substantial expansion of its infrastructure portfolio. The acquired entities include Darah Jhalawar Highways Private Limited, Vadodara Kim Expressway Private Limited, Calicut Expressway Private Limited, Vindhyachal Expressway Private Limited, and Second Vivekananda Bridge Tollway Company Private Limited. This strategic NXT-Infra Trust highway assets acquisition involved multiple sellers, specifically Actis Roadways Holdings Limited, Actis Atlantic Holdings Limited, and Pacific Alliance Stradec Group Infrastructure Company LLC, all of which are part of the broader Actis Group, alongside KMC Constructions Limited.

The consideration for this complex transaction was structured through a combination of cash payments and the issuance of units on a preferential basis. This method of consideration highlights the intricate financial arrangements often seen in large-scale infrastructure deals in India. NXT-Infra Trust operates as an Infrastructure Investment Trust (InvIT), a specialized vehicle designed to own and operate income-generating infrastructure assets across the country. It was registered as an InvIT with SEBI on November 8, 2023. Its operations are sponsored by Actis Highway Infra Limited, underscoring its focused approach within the road and highway sector.

This InvIT infrastructure acquisition in India significantly bolsters NXT-Infra Trust's already substantial operational footprint. Prior to this deal, the trust's portfolio encompassed six distinct project Special Purpose Vehicles (SPVs), collectively managing over 2,000 lane kilometers of road and highway assets. These assets are strategically distributed across several key Indian states, including Delhi, Haryana, Uttarakhand, Uttar Pradesh, and Maharashtra, demonstrating a wide geographical reach.

The expansion through the acquisition of entities like Darah Jhalawar Highways acquisition and others from the Actis Roadways Holdings asset sale reinforces NXT-Infra Trust's position as a prominent player in India's burgeoning infrastructure sector. Such transactions are crucial for the development and maintenance of national road networks, facilitating economic growth and connectivity. The involvement of an InvIT in such a large-scale acquisition also reflects the increasing maturity and sophistication of infrastructure financing and ownership models within the country.

The intricate nature of this NXT-Infra Trust highway assets acquisition necessitated comprehensive legal guidance, which was provided by Cyril Amarchand Mangaldas. Their team played a pivotal role in navigating the various legal facets of the transaction, offering strategic advice and ensuring regulatory compliance. Yash Ashar, a Senior Partner, provided overarching strategic counsel and guidance throughout the process.

The transaction team, led by Partners Ratnadeep Roychowdhury and Janhavi Manohar, received support from Associates Shaunak Choudhury, Aastha Sahay, and Chandrendu Chattopadhyay. Furthermore, the extensive due diligence required for such a significant asset transfer was managed by a dedicated team comprising Partner Ratnadeep Roychowdhury, Senior Associate Ritum Kumar, and Associates Aryan Dama, Twinkle Tiwari, and Ananyaa Beniwal. Crucially, the competition law aspects of the deal were expertly handled by Avaantika Kakkar, Partner and Head of Competition, supported by Senior Associate Rajat Sharma, Senior Consultant Anshul Jain, and Associate Rasmani Raghuwanshi. This comprehensive legal support highlights the multi-disciplinary expertise required for successful infrastructure M&A deals involving InvITs in India, providing a practical precedent for lawyers advising on similar complex transactions.

This transaction provides a practical precedent for lawyers advising on complex infrastructure M&A deals involving InvITs in India, particularly regarding asset acquisitions from large holding groups and the competition law considerations involved. It demonstrates a successful deal structure and identifies key legal advisors in this specialized area.

Source: Reporting based on original coverage.