A&O Shearman Advises SP Group on Refinancing and $125 Million Raise

Law firm A&O Shearman has announced that it advised Eqyizen Investment Private Limited, a part of the Shapoorji Pallonji Group (SP Group), on a USD 2.25 billion refinancing completed in July 2026 and a further USD 125 million fundraising in September 2026. The notice, published on 23 October 2026, describes the July refinancing as one of the largest private credit transactions completed in India to date, drawing participation from a number of onshore and offshore investors.

The Mumbai-headquartered group, which operates its real estate business through Shapoorji Pallonji Real Estate, used the funds to refinance existing debt and to manage bond repayments falling due in 2026. Press coverage of the transactions reports the July refinancing at Rs 21,500 crore, though the dollar equivalent varies between outlets, as set out below.

Structure and Details of the July Refinancing

The rupee leg of the July transaction was carried out by Eqyizen Investment through the issue of three-year zero-coupon rupee bonds with a yield of 18.95 per cent. Filings cited by market reports describe the financing as unrated, unlisted, secured, zero-coupon, redeemable non-convertible debentures, with Deutsche Bank acting as coordinating bank. The bonds are secured against the group's shareholding in Tata Sons, which is held through Cyrus Investments.

The offshore leg was handled by Mauritius-based SP Group entity Mercury Finance, which raised USD 650 million through three-year dollar bonds carrying a yield of 14.50 per cent. The issue closed for subscription and was scheduled to settle shortly afterwards, with funding expected to complete on 20 July, according to one market report. Both tranches were fully subscribed, and the dollar issue was oversubscribed. About half of the demand came from investors who were backing an SP Group financing for the first time.

• Rs 21,500 crore, about USD 2.25 billion, as stated by A&O Shearman and BW CFO World
• Rs 21,500 crore, about USD 2.58 billion, as stated in a Dealroom note
• Approximately Rs 15,100 crore or USD 1.6 billion in rupee-denominated bonds, as reported by Pulse2 citing Bloomberg
• USD 2.7 billion through a bond issuance by the group entity Eqyizen Investments, as reported by Outlook Business

A&O Shearman partner Pallavi Gopinath Aney described the transaction as requiring a highly bespoke structure to align legal, tax and regulatory considerations across multiple jurisdictions. Kyungwon (Won) Lee, partner and regional co-head of U.S. capital markets and global ECM, said the refinancing brought together multiple funding sources and investor groups through a structure designed to meet the group's financing objectives.

The September Fundraising

For the September raise, the group planned a tap issue of its existing dollar bonds for USD 125 million, alongside about Rs 3,250 crore through rupee-denominated unrated bonds. The proceeds were earmarked to refinance about Rs 3,500 crore of bonds maturing at the end of September. The dollar bond is a zero-coupon instrument maturing in July 2029, with a one-year early redemption option for Mercury Finance, according to Reuters.

There is a difference in how the entities are named. A&O Shearman's notice says Eqyizen advised on the USD 125 million raise, while other reports, including Whalesbook and Finimize, say the dollar bond reopening was carried out by Mercury Finance.

Separately, Porteast Investment, the group's financing arm, has a zero-coupon bond repayment of 35 billion rupees (about USD 365 million) due on 30 September. The group has formally requested an extension of that repayment until 31 October 2026.

Market Context and Reaction

A&O Shearman's partners describe the structure as a sign of growing alternative capital in India's financing market. An unnamed investor in the July rupee tranche said the fundraising was reducing the company's reliance on a handful of lenders. Finimize noted that the market impact of the September raise is likely to appear in how investors price the group's rupee credit as the 31 October deadline approaches, while Lapaas Voice observed that the refinancing gave the group time without eliminating the underlying debt.

What Comes Next

The next milestone is the extension request on the Porteast Investment repayment, which runs to 31 October 2026. The Tata Sons stake is also at the centre of the group's plans. A proposal was placed before the Tata Sons board by Tata Trusts chairman Noel Tata at its meeting on 17 September 2026, envisaging the sale of a portion of the SP Group's stake through a selective capital reduction process over 18 months. The final structure has not yet been settled. Reuters has indicated that the group may follow the September dollar bond with another reopening later, without a date.

Earlier reporting from August 2025 said that if the Tata Sons stake sale does not proceed, the group planned to begin talks in November to refinance Goswami debt maturing in 2026.

About the Developer

Shapoorji Pallonji has grown from a family-run construction business into a conglomerate known for skyscrapers, landmark buildings and complex infrastructure projects. Its portfolio includes the country's central bank building and the Al Alam palace built for the Sultan of Oman.

The group formed Shapoorji Pallonji Real Estate as a holding company to consolidate its real estate interests across key cities. According to the company, the realty business has a development pipeline of roughly 140 million square feet, and Moneycontrol, citing data on the company, reports 22 projects under construction. The group holds about 18.4 per cent of Tata Sons, and its shareholding is central to its current financing arrangements.