Adani’s $2.5 Billion Refinancing: Inside the Structure, Pricing and Strategy Behind India’s Biggest Offshore Loan of 2026

THE FOUNDERS EXCLUSIVE ANALYSIS

Adani Group is preparing a $2.5 billion refinancing package tied to its landmark Ambuja Cements and ACC acquisition. The Founders’ analysis of the proposed structure, current SOFR rates, RBI data and Adani’s financial disclosures shows why the transaction matters far beyond its record size: it combines offshore liquidity, domestic refinancing and subsidised currency-risk management in an effort to lower the cost and extend the life of acquisition debt.

Adani Group is preparing what could become India’s largest offshore loan of 2026, seeking approximately $2.5 billion from international lenders in another major refinancing of debt originally used to acquire Ambuja Cements and ACC.

But the headline number tells only part of the story.

The proposed transaction is not a conventional $2.5 billion syndicated loan issued by a single operating company. It is a deliberately divided financing strategy involving two Adani family-controlled entities, two maturities, substantially different credit spreads, offshore and domestic lenders, and the Reserve Bank of India’s special foreign-currency framework.

The Founders’ review of reported loan terms, Adani disclosures, RBI data and current U.S. benchmark rates suggests the structure has been designed around a central objective:

replace acquisition financing while taking advantage of unusually favourable conditions for Indian borrowers accessing foreign currency.

According to Bloomberg reporting published on September 9, Endeavour Trade and Investment Ltd., the Mauritius-based vehicle used by the Adani family to acquire Ambuja Cements and ACC, is seeking approximately $1.5 billion through an 18-to-24-month bridge loan.

The proposed spread is around 150 basis points above the Secured Overnight Financing Rate, or SOFR.

A separate family-owned company, Adani Infra (India) Ltd., is seeking another $1 billion through a five-year offshore loan, reportedly priced at approximately 275 basis points over SOFR.

DBS Group, Mitsubishi UFJ Financial Group, Sumitomo Mitsui Banking Corporation and Standard Chartered are among the banks reported to be discussing participation. The financing could be signed within weeks and close before the end of October, although the terms and lender group remain subject to change.

If completed at $2.5 billion, Bloomberg-compiled data indicate the transaction would surpass AdaniConneX’s $1.13 billion borrowing as India’s largest offshore loan this year.

The Founders analysis: what $2.5 billion actually looks like

The proposed financing can be broken down as follows:

The first facility is particularly important because it is not intended to remain offshore permanently.

The reported plan is for the $1.5 billion bridge loan eventually to be replaced by a rupee-denominated loan from Indian banks, including State Bank of India and HDFC Bank.

That makes the transaction less a simple foreign borrowing exercise than a piece of capital-structure engineering.

Adani can potentially secure dollar liquidity today, refinance an existing obligation, and later migrate the liability into the Indian banking system when the economics or timing are more attractive.

The five-year Adani Infra facility has a different role: it provides longer-duration capital through India’s external commercial borrowing framework.

What the proposed interest rates could mean

The reported spreads allow a useful financial comparison.

As of September 8, 2026, the 30-day average SOFR stood at 3.64817%, according to Federal Reserve Bank of New York data distributed through the Federal Reserve Bank of St. Louis. The 90-day average was 3.64692%.

Using the 30-day average purely as an illustrative benchmark:

Endeavour bridge loan

3.648% SOFR
+ 1.50% spread
= approximately 5.15% benchmark-plus-spread rate

On $1.5 billion, that would represent roughly $77.2 million of annualised interest before arrangement fees, hedging costs, benchmark resets and other expenses.

Adani Infra five-year loan

3.648% SOFR
+ 2.75% spread
= approximately 6.40% benchmark-plus-spread rate

On $1 billion, that would represent around $64 million of annualised interest before hedging, fees and other costs.

Taken together, the two facilities would imply approximately $141 million of annualised benchmark-plus-spread interest at today’s reference level.

That figure should not be confused with Adani’s final borrowing cost. SOFR is floating, the loan documentation may use a different SOFR convention, and currency hedging and bank fees can materially alter the economics.

But it provides an important measure of scale.

The Founders calculation

At current reference rates:

• $1.5 billion bridge: approximately 5.15%
• $1 billion five-year facility: approximately 6.40%
• Indicative combined annualised benchmark-plus-spread interest: approximately $141 million
• Excludes hedging, fees and changes in SOFR

These calculations are based on reported spreads and Federal Reserve benchmark data, rather than final loan documentation.

Why RBI policy changes the economics

The timing of Adani’s financing is critical.

In June 2026, the Reserve Bank of India introduced a special facility designed to attract foreign-currency inflows, including external commercial borrowings and overseas foreign-currency borrowing.

The RBI began operating the facility on June 8.

It offered concessional foreign-exchange swaps designed to reduce the cost of managing currency risk for eligible borrowers and lenders. RBI subsequently required banks to report ECB and other foreign-currency funds mobilised through the programme.

That matters because currency risk is one of the biggest obstacles to offshore borrowing for Indian companies.

A dollar loan might appear inexpensive compared with a rupee loan when only the headline interest rate is considered.

But an Indian borrower ultimately earning rupee revenue may need to protect itself against depreciation of the rupee against the dollar.

The cost of that hedge can eliminate much of the apparent interest-rate advantage.

The RBI facility changes that equation.

Bloomberg reported that Adani Infra intends to use the RBI’s external commercial borrowing window for its five-year $1 billion facility.

India has already attracted $136 billion through its special dollar measures

The broader scale of the RBI intervention is extraordinary.

By early September, India had attracted $136.38 billion of foreign-currency inflows through the central bank’s special schemes.

Of that:

• $127.23 billion came through foreign-currency deposits from non-resident Indians;
• $5.26 billion came through overseas foreign-currency borrowing;
• $3.89 billion came through external commercial borrowings.

The inflows helped push India’s foreign-exchange reserves to a record $729.33 billion by August 21.

That creates an interesting comparison.

If the entire proposed $1 billion Adani Infra loan were ultimately mobilised through the relevant ECB facility, its size alone would equal roughly 26% of the $3.89 billion in ECB inflows recorded through the RBI programme at the beginning of September.

That is a calculation by The Founders based on RBI-reported figures; it does not mean Adani has already drawn or qualified the full amount.

It does illustrate how significant the transaction would be within the special borrowing window.

The key distinction: Ambuja can be debt-free while acquisition debt still exists

One of the most easily misunderstood aspects of the transaction is where the debt actually sits.

Ambuja Cements itself reported a debt-free balance sheet for the quarter ended June 30, 2026, with cash and cash equivalents of approximately ₹844 crore.

The company had a net worth of roughly ₹71,954 crore and cement capacity of 109 million tonnes per annum at the end of the quarter.

Yet Adani is simultaneously refinancing billions of dollars connected with the Ambuja and ACC acquisition.

Those statements are not contradictory.

The acquisition debt was raised at the promoter and acquisition-vehicle level, rather than being ordinary operating debt sitting directly on Ambuja Cements’ balance sheet.

Endeavour Trade and Investment was the acquisition vehicle through which the Adani family completed the transaction.

Adani’s September 2022 disclosure shows that Endeavour acquired the controlling interests in Ambuja and ACC and that the transaction financing originally involved approximately $4.5 billion of facilities from 14 international banks.

This distinction is crucial when assessing leverage.

Operating-company debt and promoter acquisition debt are not the same thing.

Ambuja can therefore maintain a debt-free corporate balance sheet while acquisition-related obligations remain elsewhere in the ownership structure.

The debt began with Adani’s transformation into a cement giant

The financing traces back to the biggest acquisition in Adani’s history at the time.

On September 16, 2022, the Adani family completed the acquisition of Holcim’s interests in Ambuja Cements and ACC.

The completed transaction, including the Holcim holdings and open-offer consideration, was valued at approximately $6.5 billion.

Adani emerged with:

• 63.15% of Ambuja Cements
• approximately 56.69% of ACC, including the stake held through Ambuja
• an initial combined cement capacity of about 67.5 million tonnes per year

The acquisition made Adani India’s second-largest cement producer.

Cement was strategically attractive because many of its major costs — power, logistics, transport and raw-material handling — overlap with businesses in which Adani already operates at scale.

But acquiring the companies required substantial financing.

That financing has been progressively reworked ever since.

First came a $500 million prepayment

In March 2023, Adani said its promoters had prepaid $500 million of acquisition financing associated with Ambuja, alongside repayment of $2.15 billion of separate share-backed promoter financing.

The group said that brought promoter equity committed to the Ambuja and ACC acquisition to approximately $2.6 billion at the time.

That was followed by a much larger refinancing later that year.

Then Adani refinanced $3.5 billion with 10 global banks

In October 2023, Endeavour completed a $3.5 billion refinancing package involving 10 international banks.

The lender group included:

• DBS Bank
• First Abu Dhabi Bank
• Mizuho Bank
• MUFG Bank
• Barclays
• BNP Paribas
• Deutsche Bank
• ING
• SMBC
• Standard Chartered

Adani said the transaction was expected to generate approximately $300 million in overall cost savings for its cement business and represented another stage in its planned deleveraging programme.

The new $2.5 billion proposal is therefore better understood as the next phase of an existing refinancing programme, rather than $2.5 billion of new acquisition spending.

Bloomberg reported that Adani is also considering a further approximately $1 billion refinancing leg in 2027.

If that occurs, the original acquisition financing will have been restructured across several years, lender groups, currencies and maturities.

Why split the transaction into two loans?

The $1.5 billion and $1 billion facilities have substantially different pricing.

That difference reflects, among other factors, their different duration, borrowers and purposes.

The shorter bridge loan carries a reported spread of only about 150 basis points over SOFR, compared with approximately 275 basis points on the five-year facility.

Long-term lenders are committing capital for substantially longer and therefore generally require more compensation for credit, liquidity and duration risk.

But the two-part structure creates other advantages.

1. Adani is not dependent on one funding market

The group can access global banks while simultaneously preparing domestic rupee refinancing.

That reduces dependence on a single pool of liquidity.

2. The bridge buys time

The 18-to-24-month loan allows the existing obligation to be refinanced now rather than waiting for the permanent rupee funding structure.

3. The ECB loan locks in longer-duration capital

The five-year Adani Infra facility provides a more permanent financing layer.

4. RBI support reduces one of the biggest offshore borrowing costs

The special swap facility can make currency protection more economical.

Bloomberg’s sources specifically described the split financing as a mechanism to tap different liquidity pools and reduce borrowing costs.

How competitive is the reported pricing?

Several recent Indian offshore transactions provide useful context, although direct comparisons must be treated cautiously because borrowers, maturities, collateral and credit quality differ.

In August, ICICI Bank launched a roughly $1.45 billion four-year offshore syndicated loan reportedly priced at around 110 basis points over SOFR.

Earlier in 2026, the first $500 million portion of an offshore financing for Jindal Power was reportedly priced at around 300 basis points over SOFR with an eight-year maturity.

Adani’s reported terms sit between those examples:

• major Indian bank: ~SOFR + 110 bps
• Adani bridge: ~SOFR + 150 bps
• Adani five-year loan: ~SOFR + 275 bps
• Jindal Power eight-year financing: ~SOFR + 300 bps

This is not a like-for-like credit comparison.

But it gives a sense of the market range in which the transaction is being negotiated.

The relatively narrow reported spread on the bridge facility is especially notable given that the debt relates to an acquisition vehicle rather than a major commercial bank.

Adani says its wider borrowing cost has already fallen

The refinancing is also consistent with a broader shift in Adani’s capital structure.

For the year ended March 31, 2026, Adani said its portfolio produced:

• ₹94,834 crore of EBITDA
• ₹1.53 trillion of capital expenditure
• an asset base of approximately ₹7.85 trillion
• ₹55,852 crore of cash
• portfolio net debt-to-EBITDA of 3.3 times

The group said cash represented approximately 15% of gross debt and that its average borrowing cost had declined to 7.8% in FY26, compared with 9% two years earlier.

Those figures are company-reported and cover the broader Adani portfolio, so they cannot be directly compared with the proposed Endeavour and Adani Infra loans.

Nevertheless, they provide context for the group’s strategy.

Adani is simultaneously undertaking one of the largest capital-expenditure programmes in Indian corporate history while attempting to reduce funding costs and maintain access to multiple capital markets.

That combination makes refinancing as strategically important as raising new capital.

The cement business is now much larger than the company Adani bought

There is another reason lenders may view the refinancing differently today than they did in 2022.

The underlying cement platform has expanded materially.

At acquisition, Ambuja and ACC had combined capacity of roughly 67.5 MTPA.

By June 30, 2026, Ambuja reported consolidated cement capacity of 109 MTPA, with a target of reaching 119 MTPA by the end of FY27.

For the June quarter, Ambuja reported:

• 17.1 million tonnes of cement sales
• approximately ₹9,500 crore of revenue
• ₹1,589 crore of operating EBITDA
• EBITDA margin of 16.7%
• a debt-free balance sheet

For FY26, Adani reported ₹7,586 crore of EBITDA from its cement platform.

In other words, the asset platform supporting the original strategic rationale is now considerably larger than when the acquisition financing was first assembled.

Offshore debt is returning to favour in India

The transaction is also part of a larger change in India’s corporate financing market.

Indian companies raised a record $32.5 billion through overseas syndicated loans in 2025, according to industry data reported by Business Standard.

Activity initially slowed sharply in early 2026.

Bloomberg data cited in February showed dollar syndicated borrowing by Indian companies down 45% year-on-year at that point, as high U.S. rates and global uncertainty weighed on transactions.

The environment changed after the RBI introduced its June foreign-currency measures.

Indian banks and companies began accelerating offshore borrowing as the swap programme lowered hedging costs.

By September, the RBI’s programmes had attracted more than $136 billion in foreign-currency inflows.

Adani’s transaction is therefore both a company-specific refinancing and part of a broader reopening of India’s offshore credit channel.

A record loan would also be a test of lender confidence

There is another signal embedded in the financing: bank participation.

Large syndicated transactions require global lenders to allocate substantial balance sheet to a borrower after evaluating its cash flows, leverage, security structure, refinancing risk and legal exposure.

The reported participation of DBS, MUFG, SMBC and Standard Chartered would therefore matter beyond the funding itself.

Several of these banks already participated in Adani’s 2023 cement refinancing.

Their potential return indicates continuity in institutional banking relationships.

That comes after a period of unusually intense international scrutiny of the Adani Group.

In August 2026, a U.S. federal judge dismissed criminal fraud and bribery charges against Gautam Adani after the Justice Department sought to abandon the prosecution. Adani and his group had denied wrongdoing.

Separately, Adani Enterprises entered into a $275 million settlement with the U.S. Treasury’s Office of Foreign Assets Control in May relating to apparent Iran-sanctions violations. Adani Enterprises’ regulatory filing said the settlement was reached without admitting OFAC’s allegations.

The legal developments are distinct from the cement refinancing, but they form part of the risk environment international lenders consider when making large commitments.

Adani is raising debt and equity at the same time

The broader capital strategy became even clearer on September 9.

On the same day details of the proposed refinancing emerged, Adani Enterprises announced that Adani Airport Holdings would raise approximately $1 billion of equity from investors including Temasek, BlackRock-managed funds, Alpha Wave Global and Premji Invest.

The transaction values the airport company at roughly $18 billion before the investment, according to Reuters.

That means Adani was simultaneously moving toward:

approximately $2.5 billion of refinancing capital

and

approximately $1 billion of new airport equity capital.

These are fundamentally different forms of financing.

But together they show a conglomerate increasingly using a combination of institutional equity, offshore bank loans, domestic credit and operating cash flow to finance its next investment cycle.

What still has not been confirmed

Despite the size of the proposed transaction, several facts remain provisional.

As of September 9:

• the $2.5 billion refinancing had not been reported as completed;
• final pricing had not been announced;
• the definitive lender syndicate had not been disclosed;
• the eventual rupee refinancing terms were unknown;
• final hedging costs were unavailable;
• Adani had not publicly issued detailed loan documentation for the proposed facilities.

Bloomberg’s reporting is based on people familiar with private financing discussions.

That distinction matters.

Until documentation is signed and the facilities close, $2.5 billion should be described as a planned refinancing, not completed borrowing.

What The Founders sees in the deal

The most important takeaway is not that Adani is borrowing another $2.5 billion.

It is that the group is trying to change where its debt sits, how long it lasts, which currency it uses and how much it costs.

The financing shows four things.

First, Adani’s original cement acquisition is still influencing the group’s capital structure four years after completion.

Second, the distinction between operating-company leverage and promoter-level acquisition leverage matters. Ambuja can legitimately report itself as debt-free while billions of dollars of financing associated with acquiring it remain elsewhere.

Third, RBI policy has temporarily made the economics of offshore borrowing more attractive, creating an opportunity for companies capable of accessing international banks.

And fourth, lender appetite for large Adani transactions appears to remain meaningful.

The reported 150-basis-point spread on the bridge facility may be the most revealing number in the entire proposal.

A record headline loan attracts attention.

But credit markets ultimately price risk.

If Adani can close an acquisition-related offshore bridge of this scale at approximately SOFR plus 150 basis points — and subsequently refinance it efficiently into rupees — the transaction will represent more than the largest Indian offshore loan of the year.

It will show how far the group has progressed in rebuilding and diversifying access to institutional capital, while also demonstrating how India’s central-bank policy is reshaping the economics of corporate borrowing.

For Adani, that may be the real value of the $2.5 billion deal.

The Founders Research Note

Reporting status: The proposed $2.5 billion transaction was first reported by Bloomberg on September 9, 2026. The Founders independently reviewed and cross-referenced the reported financing terms against Adani corporate disclosures, Ambuja Cements financial information, Reserve Bank of India releases, Federal Reserve SOFR data and Reuters reporting.

The Founders calculations: Indicative interest-rate calculations use the Federal Reserve’s September 8, 2026 30-day average SOFR of 3.64817% plus the spreads reported for the proposed loans. They exclude fees, hedging costs, floors, taxes, benchmark conventions and subsequent changes in SOFR and therefore are analytical estimates rather than final borrowing costs.

Terminology: “India’s biggest offshore loan of 2026” refers to Bloomberg-compiled loan data and remains conditional on the proposed transaction being completed at its reported size.

Editorial standard: Company financial data attributed to Adani or Ambuja are identified as company-reported figures. Reported private financing terms remain labelled as proposed rather than confirmed until definitive closing disclosures become available.