The big worry for shareholders of Sesa, despite the 3:5 swap (Sesa will issue 3 shares for every 5 shares of Sterlite) is the large amounts of debt taken on due to the restructuring. Vedanta has, for instance, transferred its 38.8% stake in Cairn India to SesaSterlite at $1, but this comes along with a debt of $5.9 billion taken on to fund the Cairn acquisition. In addition, Vedanta has transferred its 70.5% stake in Vedanta Aluminium to SesaSterlite for R2,330 croreapart from the valuation being a source of concern given the Orissa project continues to remain stuck in all manner of environment issues (the application for the bauxite mine at Niyamgiri has been rejected and the expansion of the alumina refinery has been stopped), the company has accumulated losses of around R5,000 crore. This, the management says, will actually help as it is a tax shelter that SesaSterlite can use immediately. While broking firm CLSA seems to feel the restructuring has been broadly done in a fair manner and will not raise the kind of concerns the proposed 2008 restructuring did, Kotak has been a lot more negative in saying Sterlite and Sesas loss is VEDs (Vedanta) gain. Kotak computes the value loss to Sterlite at R18 per share or R6,100 crore and says Vedanta Aluminium cant hope to make profits for around 3-5 years. For shareholders who have to give their assent to the deal, its a call between immediately greater debt levels and servicing concerns versus the long-term vision promised based on synergies and tax shields. Given how the group took over 18 months to sort out its problem with the government over the Cairn acquisition, and only after both it and Cairn took a big hit, the managements timeline for getting the Competition Commission of Indias approval seems a bit optimistic.