Structure beats cash: the plan that gave creditors a share of the toll booth
Most Indian resolution plans pay in cash, on a timetable. Only two in 1,483 tie creditors to the asset's future revenue — GF Toll Road is one of them.
Most resolution plans are a number: pay creditors X, take the company. The plan approved for GF Toll Road Private Limited is a term sheet. Beyond an upfront ₹16.25 crore (including operational creditors), the successful applicant, V K Gupta & Associates, committed financial creditors to 53% of gross toll revenue if the road’s concession runs past 31 May 2026, and 71% of net arbitration proceeds. A ₹10 crore performance security and a defined equity infusion completed the package.
How unusual is that? We read the payment terms of every approved plan in the record.
| How the plan pays | Approved plans | Share |
|---|---|---|
| Some of the money after the upfront payment (instalments, a balance within 90 days, staged tranches) | 541 | 36% |
| A performance security stated in the order | 1,083 | 73% |
| Part of the payment in shares or debentures rather than cash (at least) | 33 | 2% |
| A share of the asset’s future revenue | 2 | 0.1% |
The template is cash, on a timetable, backed by a security. Paper instead of cash is rare, and revenue-linked consideration almost never appears: GF Toll Road and Nirmal Lifestyle (Mulund), where creditors could convert their payment into a 12% revenue share of the project, are the only two.
That rarity is the point. Contingent consideration solves the valuation deadlock that kills marginal deals: the buyer doesn’t overpay for an uncertain upside, creditors don’t give it away, and the dispute is settled by what actually happens. For anyone pricing an infrastructure or litigation-heavy CIRP, bid the certain value in cash, share the contingent value by formula — almost nobody else is doing it.