PNC-KKR ₹9,000 Cr Deal Nears Completion, Set for Closure by 31st March 2025
BILKULONLINE
Mumbai, Jan 21: PNC Infratech has received in-principle approval from the National Highways Authority of India (NHAI) for two additional assets, the Bundelkhand and Khajuraho Highway projects. This brings the total approved assets under the deal to eight, with approvals for the remaining two expected by January 2025.
Progress and Approvals
The infrastructure company has obtained NHAI’s nod to transfer its entire stake in these projects to the KKR-backed Highways Infrastructure Trust. With this, the PNC-KKR transaction remains on track for closure by 31st March 2025, as PNC Infratech continues to fulfill the conditions precedents (CPs) required for completion. A key CP in the agreement includes obtaining change in control approvals from highway authorities and no-objection certificates (NOCs) from lenders.
A person familiar with the matter confirmed that PNC has successfully secured change in control approvals from NHAI for eight assets and expects approvals for the remaining two by January 2025. Nearly all lenders have also issued their NOCs, facilitating the deal’s progression.
Approved Assets
As of January 20, PNC has secured NHAI approvals for the following eight highway assets, based on its stock exchange filings between November 2024 and January 2025:
| # | Date | Approval |
| 1 | November 20, 2024 | · PNC Bithur Kanpur Highways Private Limited
· PNC Gomti Highways Private Limited · PNC Aligarh Highways Private Limited |
| 2 | December 14, 2024 | · PNC TriveniSangam Highways Private Limited |
| 3 | December 27, 2024 | · PNC Chitradurga Highways Private Limited |
| 4 | December 31, 2024 | · PNC Rajasthan Highways Private Limited |
| 5 | January 16, 2025 | · PNC Bundelkhand Highways Private Limited
· PNC Khajuraho Highways Private Limited |
PNC aims to complete the deal for 10 of the 12 assets by the end of this financial year, covering approximately 85% of the total transaction value. The remaining two assets will be finalized in the first half of FY26.
Strategic Importance
This divestment aligns with PNC Infratech’s strategy of capital recycling, enabling the company to reinvest in upcoming infrastructure projects in line with the Government of India’s ambitious vision for the sector.
PNC Infratech Limited and its wholly-owned subsidiary, PNC Infra Holdings Limited, executed definitive agreements with the KKR-backed Highways Infrastructure Trust (HIT) on January 15, 2024. The deal involves divesting 12 road assets, comprising 11 National Highway (NH) Hybrid Annuity Mode (HAM) projects and one State Highway BOT Toll asset, covering approximately 3,800 lane kilometers across Uttar Pradesh, Madhya Pradesh, Karnataka, and Rajasthan.
With an enterprise value of ₹9,005.7 crore, this transaction marks one of the largest acquisitions in the Indian highways sector.