India’s largest private credit transaction to date is a non-convertible debenture (NCD) issuance of up to INR 28,600 crore (~$3.4 billion) by Porteast Investment Private Limited, a promoter entity of the Shapoorji Pallonji (SP) Group. The transaction illustrates something about the cross-border debt market: the highest-yielding financing structures bypass the operating company’s legal department.
Porteast is a special-purpose promoter holding vehicle. It maintains no corporate General Counsel, no internal legal department, and no formal panel procurement framework. A parallel structure appears in Twin Star Holdings Limited, the offshore Vedanta promoter vehicle that secured a $530m credit facility from a syndicate of Gulf and international lenders.
This holding-company structure alters how cross-border legal mandates are originated. While law firm business development targeting the India corridor is conventionally built around operational corporate legal departments, mega-ticket private credit is structured and mandated at the promoter and holding-vehicle level. The procurement buyer that standard marketing collateral is designed to reach is absent from the transaction chain.
Yield Profiles and Advisory Value
The Porteast debentures were structured as unrated, unlisted, secured, zero-coupon, redeemable instruments of nominal value INR 1 crore each, carrying a three-year maturity and a reported effective yield near 19.75 per cent.
Financing priced near a 20 per cent yield reflects a distinct legal workload: complex multi-jurisdictional intercreditor agreements, multi-layered asset hypothecation, debt-servicing covenants tied to asset divestment milestones, and downside enforceability structures designed to survive contested recovery proceedings.
This pricing profile dictates the advisory selection criteria. On credit facilities carrying high double-digit yields, legal fees are a minor commercial variable relative to execution velocity, collateral perfection, and certainty of enforcement. The institutional buyer is not running a procurement-driven rate-card tender; it is purchasing downside protection from counsel capable of stress-testing security packages under Indian insolvency and recovery laws.
Advisory Rosters: Allocation by Principal and the Capital Side
The advisory configuration on the Porteast financing reflects a four-way division of mandates governed strictly by principal:
- Group Counsel: Talwar Thakore & Associates (TT&A) advised the Shapoorji Pallonji Group, led by partners Sonali Mahapatra and Tanay Agarwal.
- Issuer Counsel: Desai & Diwanji acted as counsel to the issuing vehicle, Porteast Investment, led by partners Natasha Treasurywala and Shireen Langrana.
- Investor Syndicate Counsel: Khaitan & Co advised an affiliate of Cerberus Capital Management and other participating consortium investors, led by partners Kumar Saurabh Singh and Ahana Sinha.
- Co-Investor Counsel: Shardul Amarchand Mangaldas advised EAAA India Alternatives Limited (Edelweiss Group), led by partner Veena Sivaramakrishnan.
The borrower side produced two legal mandates: the parent group and its special-purpose issuing vehicle. Neither of these originated from an operating company’s legal department.
The capital side comprised leading global alternative asset managers including BlackRock, PIMCO, Ares Management, Farallon Capital, Cerberus, and Davidson Kempner, with Deutsche Bank acting as sole arranger. None of the primary capital providers were Indian institutions. Each selected counsel based on existing institutional relationships maintained at global headquarters in New York, London, or Singapore, rather than through domestic pitches in Mumbai.
This mirrors the structural allocation pattern visible in cross-border equity capital markets: the Indian entity at the center of the financing accounts for a minority of counsel appointments, while the contestable seats belong to financial institutions that select counsel upstream at the point of capital deployment.
Enforceability Analysis: The Private Company Pledge and Litigated History
The core legal work package on an offshore private credit instruction is downside enforceability.
The Porteast debentures were secured primarily by a pledge of shares in Tata Sons Private Limited (the SP Group’s ~9 per cent holding, representing approximately half of its 18.37 per cent stake in the group holding company), alongside asset hypothecations and corporate guarantees from the group’s real estate entities.
Evaluating collateral over unlisted shares shifts the legal mandate from loan documentation to downside recovery risk:
- No Open-Market Liquidation: Tata Sons is a private company, not a listed stock. Its constitutional charter strictly restricts share transfers, a position affirmed at the highest judicial level. A lender enforcing a default cannot simply offload the shares in the market. Every step requires navigating board discretion and shareholder rights of first refusal.
- Collateral Tested in Court: The right to pledge these shares was forged in litigation. When the SP Group previously attempted to raise debt against its holding, Tata Sons sued to stop it, securing an interim stay before the matter was settled. The lenders were subscribing to paper backed by an asset whose very right to be pledged had already survived a Supreme Court challenge. The firm being paid top-tier fees is not being hired to paper the loan; it is being hired to guarantee that the pledge holds up where it was previously contested.
- The Bankruptcy Moratorium: Under Indian insolvency rules, a debt admission triggers an immediate statutory freeze on all collateral enforcement. For a foreign credit fund, downside risk means ensuring the security is perfected and ring-fenced so that an enforcement scenario does not result in the fund’s primary asset being locked away in a local insolvency process.
This scope is specialised Indian enforceability advice. On Twin Star’s $530m offshore facility, a similar structural division emerged: Khaitan & Co advised the lender syndicate comprising First Abu Dhabi Bank, Mashreqbank, Deutsche Bank (Singapore), and Standard Chartered Bank, on Indian regulatory and security enforcement, alongside Linklaters Singapore on English law, supported by separate local counsel across Cyprus, Mauritius, and Jersey.
Lifecycle Realities and Recurring Mandates
Unlike a public M&A transaction that concludes at closing, a structured credit facility creates a multi-year operational mandate.
Across the three-year maturity of the Porteast debentures, initial disbursement is followed by ongoing covenant compliance, intercreditor modifications, facility amendments, scheduled debt-service monitoring, and potential refinancing or enforcement. For an international credit fund holding security over Indian assets, the Indian legal relationship remains active throughout the life of the instrument.
This creates a distinct institutional footprint. TT&A, which has demonstrated a recurring franchise advising selling shareholders across unrelated public equity offerings, appears here advising the promoter group. Meanwhile, lender-side mandates were captured by firms acting for the incoming credit funds. The recurring position attached to a category of principal compounds across deals.
High margin or commoditised mandates
For an international law firm with a global banking and private credit practice, the sector requires re-orienting origination efforts toward the institutions deploying the capital:
- Promoter Vehicles Replace Corporate Departments: On promoter-level liquidity facilities, the borrower side is represented by legacy group counsel and specialised transaction firms rather than operating subsidiary GCs.
- Origination Centers in Global Financial Hubs: The credit committees, special situations desks, and direct lending teams that underwrite high-yield Indian credit sit within global alternative managers and financial institutions in New York, London, Singapore, and Abu Dhabi.
- Enforceability Over Papering: Client selection is governed by proven expertise in security perfection, debt-recovery proceedings, and IBC jurisprudence, rather than standard loan documentation capabilities.
For a firm reviewing its private credit positioning, the relevant diagnostic requires examining two questions answerable from internal records:
- Which of the firm’s credit fund and banking clients have subscribed to Indian promoter-level or holding-company paper over the past three years?
- And on the Indian financings the firm worked on, was it instructed on generic loan documentation, or on whether the security package could withstand judicial scrutiny under Indian law?
This can determine whether a practice is positioned for the high-margin advisory work this market produces, or positioned for the commoditised execution that follows once the commercial terms are already set.
Lawfinity Solutions advises international law firms on cross-border legal market positioning. If the India corridor is a live question for your firm, we would be interested in a conversation. Lawfinity works with one firm per jurisdiction. Engagements begin with a single conversation about your firm’s current position and where the corridor question is live for you. Write to Prachi Shrivastava
