Rs 5,375 Cr Refinancing Deal: Saraf and Partners Acts for Interise Trust

Saraf and Partners represented Interise Trust (formerly IndInfravit Trust), an infrastructure investment trust (the “InvIT”) as the borrower’s/issuer’s counsel, in connection with a multi‑stage refinancing and security‑structuring transaction.

The transaction involved a portfolio of infrastructure assets held by the InvIT through 16 (sixteen) special purpose vehicles, organised under a multi‑pool structure (the “Pools”) to meet its funding requirements.

Interise Trust is among India’s leading InvIT, focused on the road sector, with a portfolio of BOT and annuity road assets aggregating approximately 7,300 lane kilometres across eight Indian states, and is one of the largest InvITs in the roads space.

The transaction was structured through a series of coordinated and inter‑linked steps, including the phased refinancing of existing term loan facilities, non‑convertible debentures and commercial papers (collectively, the “Existing Debt”) across various asset Pools. The Existing Debt was refinanced through: (a) the issuance of senior, secured, rated, listed and redeemable non‑convertible debentures, aggregating up to INR 2,075,00,00,000 (Indian Rupees Two Thousand and Seventy‑Five Crore only), in multiple series, with participation from investors including SBI Mutual Fund, ICICI Bank Limited and Axis Bank Limited; and (b) a rupee term loan aggregating to INR 3,330,00,00,000 (Indian Rupees Three Thousand Three Hundred and Thirty Crore only) availed from the National Bank for Financing Infrastructure and Development. 

The transaction further envisaged a phased collapse of the pool structure at a future date, culminating in the consolidation of asset‑level security into a unified security pool. This strategically significant transaction involved advising on both the interim and final structuring, including the coexistence of legacy and newly introduced debt instruments, and ensuring continuity of security interests and contractual protections for stakeholders throughout the transition period.

The transaction team was led by Aroop Das (Partner) and comprised Anupam Pandey, Ashwini Chavan and Pavitra Priyadarshan (Associates).