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Pune Solapur Expressways Private Limited: Provisional [ICRA]AA- (Stable) Assigned to Rs

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Pune Solapur Expressways Private Limited: Provisional [ICRA]AA- (Stable) Assigned to Rs September 10, 2020 Pune Solapur Expressways Private Limited: Provisional [ICRA]AA- (Stable) assigned to Rs. 550 crore of senior debt; Provisional [ICRA]AA(CE) (Stable) assigned to Rs. 197.40 crore of sub-ordinated NCD backed by corporate guarantee and Provisional [ICRA]AAA(CE) (Stable) assigned to Rs. 197.40 crore of sub-ordinated Term Loan backed by SBLC Summary of rating action Previous Rated Current Rated Instrument* Amount Amount Rating Action (Rs. crore) (Rs. crore) Non-convertible Debenture - 358.70 Provisional [ICRA]AA-(Stable); Assigned Programme (Senior Debt) Term Loans (Senior Debt) - 191.30 Provisional [ICRA]AA-(Stable); Assigned Non-convertible Debenture Provisional [ICRA]AA (CE) (Stable); - 197.40 Programme (Sub Debt)# Assigned Provisional [ICRA]AAA (CE)(Stable); Term Loans (Sub Debt)# - 197.40 Assigned Non-convertible Debenture 775.50 775.50 [ICRA]A (Stable); Outstanding Programme Term Loans 200.00 200.00 [ICRA]A (Stable); Outstanding Total 975.50 1920.30 #Rating Without Explicit Credit [ICRA]A Enhancement *Instrument details are provided in Annexure-1 Note: The (CE) suffix mentioned alongside the rating symbol indicates that the rated instrument/facility is backed by some form of explicit credit enhancement. This rating is specific to the rated instrument/facility, its terms and its structure and does not represent ICRA’s opinion on the general credit quality of the entity concerned. The last row in the table above also captures ICRA’s opinion on the rating without factoring in the explicit credit enhancement without the benefit of senior, sub tranches by considering the entire debt obligation to be met from operational cash flows The assigned ratings are provisional (as denoted by the prefix ‘Provisional’ before the rating symbol) and is subject to fulfilment and review of all pending actions pertaining to the facilities rated by ICRA. Rationale For the Provisional [ICRA]AA-(Stable) rating The assigned rating factors in the proposed reduction in the senior debt with recourse to the project cashflows from Rs. 849.2 crore1 (as on July 31, 2020) to Rs. 550 crore (including undrawn OD limit of Rs. 72.8 crore). The balance debt of Rs. 394.8 crore is sub-ordinated and unsecured in nature of which; Rs. 197.4 crore is backed by corporate guarantee of Tata Realty and Infrastructure Limited [TRIL/Guarantor, rated [ICRA]AA (Stable)/[ICRA]A1+2] and Rs. 197.4 crore is backed by stand by letter of credit (SBLC) from BNP Paribas S.A. [BNPP, rated by Moody’s at Aa3 (Stable)]. The rating favourably factors in the operational status of Pune Solapur Expressways Private Limited’s (PSEPL) road project with more than seven years of toll collection track record. The traffic grew at a CAGR of 3.9% during FY2014 to FY2020, however, the 1 Rated at [ICRA]A (Stable) currently; will be withdrawn once proposed instruments are placed and earlier debt is retired 2 Link to the last rating rationale of TRIL 1 project stretch witnessed a muted growth in traffic in FY2020 at 1.1% primarily on account of the Ministry of Road Transport and Highways’ (MORTH) directive to increase the load carrying capacity of heavy vehicles by 20%-25% in July 2018, the general slowdown in the economy and the constrained vehicular movement in the run up to the nation-wide lockdown due to Covid-19 pandemic. PSPEL has a debt service reserve account (DSRA) equivalent to three months of principal and interest which would be subsequently topped up to 6 months of P+I for the senior debt in FY2021. The presence of DSRA along with other structural features viz. mandatory prepayment, major maintenance reserve (MMR), cash flow waterfall, lock-up DSCR of 1.15x etc, provide credit support to the senior debt. The rating also factors in the healthy projected loan life coverage ratio (LLCR) for the senior debt in the range of 1.65-1.8 times. The rating factors in the strong profile of the sponsors –TRIL Roads Private Limited (a 100% subsidiary of TRIL) and Atlantia SPA. While TRIL is the Tata Group’s arm in the real estate and infrastructure segment, Atlantia SPA is a global motorway management company. Notwithstanding the track record of toll collections, the project remains exposed to risks inherent in BOT (toll) road projects including risks arising from political acceptability of rate hikes linked to WPI over the concession period and development/improvement of alternate routes and likelihood of toll leakages, though the existing alternate routes are either longer or are in poor condition and therefore poses low risk of traffic diversion. On account of the COVID pandemic and the subsequent lockdown imposed throughout the country, tolling was suspended from March 26, 2020 through April 19, 2020 by Ministry of Road Transport and Highways (MORTH). Owing to the localised lockdowns imposed in Pune region, the traffic plying on the project stretch has been adversely impacted. Consequently, the ramp-up in toll collections has been slower when compared to other national highway stretches. In August 2020, PSEPL reached 85% of the average collections in FY2020. The rating remains sensitive to movement in interest rate owing to variable interest rate with an option of spread reset. The company has initiated its first major maintenance activity with an estimated outlay of Rs. 78 crore over FY2021-22, which will be funded through existing MMR, undrawn term loan and OD facility, and operational cash flows. In case of any unforeseen increase in expense, undrawn OD lines provide comfort to an extent. ICRA takes note of the pending construction of 3.85 km of median plantation works, for which RoW is yet to be awarded by the National Highways Authority of India (NHAI, rated [ICRA]AAA (Stable)/[ICRA]A1+). As per the company’s estimates, the cost to complete the pending works is expected to be ~Rs. 2.0 crore. The Stable outlook on the [ICRA]AA- rating reflects ICRA’s opinion that PSEPL will continue to benefit from the low alternate route risk, the established traffic density which will continue to support the traffic growth and strong profile of the sponsors. For the Provisional [ICRA]AA(CE) (Stable) rating The above rating is based on the strength of the corporate guarantee to be provided by Tata Realty & Infrastructure Limited (TRIL/Guarantor for sub debt amounting to Rs. 197.4 crore), the ultimate owner for 50% shareholding of Pune Solapur Expressways Private Limited (PSEPL), for the rated non-convertible debentures (NCD) programme. The Stable outlook on this rating reflects ICRA’s outlook on the rating of the guarantor TRIL. The rating assigned is provisional as of now (as denoted by the prefix ‘Provisional’ before the rating symbol) and is subject to fulfilment of all conditions under the structure as mentioned to ICRA including execution of the transaction documents, and the executed documentation being in line with the drafts shared with ICRA. The final rating may differ from the provisional rating in case the completed documentation is not in line with ICRA’s expectations. Adequacy of credit enhancement The rating of the instrument is based on the credit substitution approach whereby the rating of the Guarantor has been translated to the rating of the said instrument. The guarantee is legally enforceable, irrevocable, unconditional, covers the entire amount and tenor of the rated instrument and has a well-defined invocation and payment mechanism. Given these attributes, the guarantee provided by TRIL is adequately strong to result in an enhancement in the rating of the 2 said instrument to Provisional [ICRA]AA(CE) against the Unsupported Rating of [ICRA]A. In case the rating of the Guarantor were to undergo a change in future, the same would reflect in the rating of the aforesaid instrument as well. Salient covenants of the rated facility » Bullet repayment in March 2029; to be paid after the Senior Debt has been fully repaid. » Tata Sons Limited will not dilute shareholding in TRIL below 51% and maintain management control. » If Rating of TRIL/facility falls below A-, the Debenture Holders shall have the right to accelerate the facility (NCD of Rs. 197.4 crore). For the Provisional [ICRA]AAA(CE) (Stable) rating The rating for the Rs. 197.40 crore term loan facility is based on the strength of the unconditional and irrevocable SBLC to be provided by BNP Paribas S.A. [BNPP, rated by Moody’s at Aa3 (Stable)]. The rating assigned is provisional as of now (as denoted by the prefix ‘Provisional’ before the rating symbol) and is subject to fulfilment of all conditions under the structure as mentioned to ICRA including execution of the transaction documents, and the executed documentation being in line with the drafts shared with ICRA. The final rating may differ from the provisional rating in case the completed documentation is not in line with ICRA’s expectations. Adequacy of credit enhancement The rating of the facility is based on the credit substitution approach whereby the rating of the SBLC Provider has been translated to the rating of the said instrument. The SBLC is legally enforceable, irrevocable, unconditional, covers the entire amount [with a validity of 18 months (to be renewed 30 days before expiry)] of the rated facility and has a well- defined invocation and payment mechanism. Given these attributes, the SBLC provided by BNPP is adequately strong to result in an enhancement in the rating of the said facility to [ICRA]AAA(CE) against the Unsupported Rating of [ICRA]A. In case the credit profile of the SBLC Provider were to undergo a change in future, the same would reflect in the rating of the aforesaid facility/ instrument as well.
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