Mumbai: Tata Group and two foreign entities have agreed to invest 8,000 crore in GMR Infrastructure Ltd’s airports business, bypassing an unwritten industry practice that discourages companies owning airlines from operating airports.

On Wednesday, GMR announced that Tata Group, Singapore’s sovereign wealth fund GIC Pte Ltd and Hong Kong-based SSG Capital Management will co-invest in its airports business in the ratio of 44:33:22. Out of the total investment, 1,000 crore will come as equity infusion into GMR Airports Ltd, which will be used to retire the airport operator’s debt. The three investors will use the remaining 7,000 crore to buy GMR Airports shares from parent GMR Infrastructure and its units, which will also be used to pare debt.

After this, total debt of GMR Infrastructure will reduce to 12,000 crore, Sushil Kumar Modi, GMR’s group chief financial officer (strategic finance), said at a news conference in Mumbai.

Post the deal, GMR Infrastructure and its units will hold about 54% stake in the airports business, while the company’s Employee Welfare Trust will own 2%. Tata will hold about 20%, with GIC and SSG holding stakes of about 15% and 10%, respectively.

The deal values GMR’s airports business at 18,000 crore and allows for an earn-out of 4,475 crore—linked to achievement of certain milestones and performance metrics over the next five years. This will boost GMR’s stake to 62% once they are achieved. The pact will also include a non-compete clause between GMR and Tata Group in the airports business.

While the investment is a lifeline to the debt-laden GMR Infrastructure, it is also a strategic entry point for the Tata Group into the airport infrastructure business, which has seen heightened investor interest lately. Tata, however, has investments in two domestic airlines, AirAsia India and Vistara. In the aviation industry, it is rare for an airline operator to also own a majority stake in an airport.

A senior official at an airline said airport slots in India tend to be “influenced by a lot of lobbying". “Owning both an airport and an airline could lead to a conflict of interest and raise questions of antitrust and could attract attention from the Competition Commission of India," the official said, requesting anonymity.

A GMR official said as part of the agreement, AirAsia and Vistara would have to compete on a level playing field at GMR-run airports.

“This is a minority stake for Tata Sons and a strategic stake in a fast-growing infrastructure sector. There is a rule that if you are in the aviation sector, then you cannot have majority stake in an airport," said a spokesperson for Tata Sons Ltd, the group’s holding company. “We’re still working out which Tata entity will own this stake." Tata might own the stake through Tata Realty and Infrastructure (TRIL), a wholly owned unit of Tata Sons, said two industry experts.

Grandhi Kiran Kumar, managing director and chief executive of GMR Infrastructure, said the “proposed investment endorses the strength of the unparalleled airport platform created by GMR Group and will reduce our debt substantially, strengthening our balance sheet".

GMR, which runs the Delhi and Hyderabad airports and is developing new airports at Mopa in Goa, Nagpur, Cebu in the Philippines and Crete in Greece will retain management control of GMR Airports. GMR has also emerged as the highest bidder for a greenfield airport at Bhogapuram, near Visakhapatnam.

GMR Infrastructure’s airports business contributed 5,433 crore to the company, accounting for the highest chunk of operating revenue of 8,721 crore in FY18 among its various business verticals, including power and roads projects. After the completion of the deal, GMR has proposed to demerge its energy, highways, urban infrastructure and transportation businesses from the airports business. This plan is subject to board and regulatory approvals.

In 2016, Mint reported that TRIL planned to invest up to 10,000 crore in light-rail urban transport, airports, highways and roads, and ropeway projects. At the time, MIA Infrastructure, promoted by TRIL and French group Vinci Airports SA, was one of three shortlisted bidders for the proposed Navi Mumbai International Airport, which was later won by the GVK group.

“We’ve seen the Tatas getting into businesses aligned to where they already have a presence. The long-term cash flow visibility has been improving in airports. Passenger movement has been growing exponentially. If you take a 10-15 year call, prospects are bright," said Sandeep Upadhyay, managing director and CEO of Centrum Infrastructure Advisory.

“There are very few large airport operators in India and the entry of a credible group like the Tatas is a positive," Upadhyay said. “The government’s recent auctioning of operating rights to six airports is just the start of airport privatization. If you look at the pipeline, it has about 100 projects. So, it’s a great opportunity."

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