Structured Finance

Representative Matters

• Acted for and advised Tata Capital Limited in pursuant to factoring of the lease receivables owed by the Delhi International Airport Limited to Pushpak Airport Leasing Solutions Private Limited for equipment supplied/leased under the financing, right to use and sale of equipment agreement on a non-recourse basis, against the purchase consideration of INR 204.50 Crores.
• Acted for and advised Tata Capital Limited in pursuant to factoring of the lease receivables owed by the GMR Visakhapatnam Airport Limited to Pushpak Airport Leasing Solutions Private Limited for equipment supplied/leased under the lease agreement executed between the Debtor and Assignor on a non-recourse basis, against the purchase consideration of INR 67 Crores.
• Advised NDR Tradehouse Private Limited in relation to a transaction involving the sale and lease-back of a data center asset from/ to Nxtgen Datacenter and Cloud Technologies Private Limited
• Acted for Barclays, Citigroup, Emirates NBD PJSC, Merrill Lynch, SBICAP (Singapore), the joint lead managers in relation to the issuance of unsecured senior notes by Adani Ports on the Singapore Stock Exchange in 2015. With a deal size of USD 650 million, the offering was one of the largest USD bond offering by an infrastructure company in India.
• Acted as the Indian legal counsel to Indiabulls Real Estate Limited in relation to the issuance of Regulation S, high yield bonds by its overseas Jersey subsidiary, Century Limited at 10.25% per annum, for an issue size of USD 175 million. The bonds were listed on the Singapore Exchange Securities Trading Limited, and were guaranteed by Indiabulls Real Estate Limited and a few of its subsidiaries. The issue was the first overseas bond issue by a real estate company in India, and the debut of Indiabulls Real Estate Limited in the international high yield market.
• Acted as the Indian legal counsel to IL&FS Transportation Networks Limited, in relation to the issuance of Regulation S, high yield bonds by its overseas Singaporean subsidiary IL&FS Transportation Networks Pte Ltd, at 8% per annum for an issue size of RMB 575 million (around USD 92 million) which were listed on the Hong Kong Stock Exchange and on the issuance of Reg S bonds by its overseas Singaporean subsidiary ITNL Offshore Two Pte. Ltd., at 7.50% per annum for an issue size of RMB 690 million (around USD 110 million) which were listed on the Singapore Exchange.
• Acted for IOT Utkal Energy Services Limited in relation to issue of USD 600 million worth of non-convertible debentures on private placement basis. The debentures were listed on the Bombay Stock Exchange and was one of India’s largest rupee-denominated bond transactions involving the oil and gas infrastructure space.
• Advised a consortium of KKR India Financial Services Private Limited, IDFC Limited and L&T Finance Limited., in connection with a loan of INR 700 crores to be provided to Sanmar Engineering Services Limited (an affiliate of the Sanmar Group of companies) for discharging debts of various group companies of Sanmar Group. The transaction also included a flexibility of providing the loan through subscription of non-convertible debentures proposed to be issued by the company.
• Advised India Infradebt Limited (“Infradebt”), an Infrastructure Debt Fund and Non-Banking Financial Company (IDF – NBFC), in relation to issuance of secured, listed, non-convertible infrastructure debt bonds of approx. USD 100 million to various investors on private placement basis. These bonds were listed in the Wholesale Debt Market segment of the Bombay Stock Exchange.
• Advised India Infradebt Limited (“Infradebt”) on the issuance of listed, unsecured, non-convertible subordinate debt in the nature of tier-II capital for INR 1.6 billion.
• Advised on the investment by a vehicle of Mandala Capital amounting to USD 22 million in bonds issued by Gati Kausar Limited listed on the wholesale debt market segment of BSE Limited.
• Advised KKR India Financial Services Limited (the Indian NBFC of KKR & Co. L.P. – one of the world’s leading investment firms) in relation to issuance of unlisted, secured, non-convertible debentures amounting to INR 3 billion and INR 4 billion.
• Advised Housing and Urban Development Corporation on its public issue of tax free bonds where the issue size aggregated to approximately USD 765 million and Axis Capital, Edelweiss, HDFC, Karvy and RR Investors were the lead managers.
• Advised Sterling Biotech in relation to the exchange offering of existing FCCBs aggregating to approximately USD 206 million.
• Advised Power Finance Corporation Limited on its public issue of tax free bonds aggregating up to around USD 130 million. ICICI Securities, Axis Capital, AK Capital, SBI Capital Markets and Kotak were the lead managers.
• Acted for Shriram City Union Finance as the sole counsel in relation to the public issue of NCDs aggregating to USD 25 million. ICICI Securities was the lead manager to this issue.
• Advised Aion Capital Partners, a joint venture between the Apollo Private Equity group and ICICI Bank (one of India’s largest commercial banks), in subscribing to non-convertible debentures issued by Jyoti Structures and its promoter entities. The transaction was a part of a larger round of funding to Jyoti Structures both in India and US and certain linkages and ring-fencing had to be built in to ensure that barring for certain events, portions of funding can be isolated from the rest.
• Advised ASK Alternate Investment Fund and its portfolio clients in subscribing to senior secured debentures aggregating to USD 62 million issued by a group company of Rajesh Builders, a leading real estate developer in suburban Mumbai, to enable it to acquire development rights to a large parcel of land
• Advised a consortium of non-banking finance companies consisting of KKR India Financial Services Private Limited, L & T Finance Limited, Religare Finvest Limited and Aditya Birla Finance Limited in relation to the acquisition financing being provided to Air Works India for the acquisition by its UK subsidiary of an entity in Dubai. This transaction involved a complex security structure consisting of assets and collateral providers situated in India, UK, UAE and Mauritius.
• Represented a consortium of 27 lenders, led by Power Finance Corporation Limited, in connection with the USD 2.7 billion senior secured syndicated rupee term and letter of credit facility to KSK Mahanadi Power Company Limited in relation to the construction and operation of the 3600 MW (6x 600 MW) coal based thermal power project, being built at an estimated project cost of USD 3.56 billion, at Nariyara, Janjgir Champa District, Chhattisgarh.
• Advised a consortium of non-banking finance companies consisting of KKR India Financial Services Private Limited, Tata Capital Financial Services Limited and Aditya Birla Finance Limited in relation to the financing being provided by them for the setting up of two solar power projects in Rajasthan, India. This transaction involved a highly structured repayment mechanism and involved security and collateral from multiple parties.
• Advised ATS Infrabuild Private Limited, a group company of ATS Infrastructure Limited, in relation to non-convertible, unlisted, secured, redeemable debentures issuances on private placement basis. ATS Group has developed and is currently undertaking numerous real estate projects involving construction of luxury residential complexes and villas. The issue size was approximately INR 140 crores.
• Advised Edelweiss in connection with a private placement of its secured redeemable non-convertible debentures in India aggregating to approximately USD 44 million.
• Advised Cairn India in relation to the issuance of unsecured redeemable non-convertible debentures, aggregating to USD 375 million. Citi and Axis Bank were the sole arrangers.
• Advised Ballarpur International, a Netherlands based subsidiary of Ballarpur Industries Limited, an Avantha group company, in connection with the issuance of subordinated perpetual capital securities aggregating to USD 200 million. HSBC and RBS were the joint lead managers and joint book runners for the transaction.
• Acted for Muthoot Finance in relation to the public issue of NCDs aggregating to USD 48 million. ICICI Securities, A.K. Capital Services, Edelweiss, Karvy, RR Investors Capital Services and SBI Capital Markets were the lead managers to this issue.
• Advised Apollo Hospitals in connection with a private placement of its secured redeemable non-convertible debentures aggregating to approximately USD 20 million.
• Acted for Axis Bank and Aditya Birla Finance Limited (ABFL), in connection with lease rental discounting finance of INR 182 crores (provided by Axis Bank) and construction finance of INR 113 crores (provided by Axis Bank and ABFL) to TSI Business Parks (Hyderabad) Private Limited for construction and development of Phase II of Waverock building being developed as a world-class IT/ITES Special Economic Zone campus in Serilingampally, Hyderabad, Andhra Pradesh.
• Acted for State Bank of India, in connection with takeover of lease rental discounting finance of approximately INR 117 crores provided by certain lenders to TSI Business Parks (Hyderabad) Private Limited for construction and development of Phase II of Waverock building being developed as a world-class IT/ITES Special Economic Zone campus in Serilingampally, Hyderabad, Andhra Pradesh.
• Advised the New York branch of ICICI Bank Limited in relation to the structured financing being provided by it to Rain Commodities (USA) Inc., a Delaware corporation.
• Advised ASK Property Investment Advisors and affiliates of Mantri Developers Private Limited on issuance of privately placed non-convertible debentures by companies undertaking development of residential projects and assisted them in the preparation and negotiation of debenture documents (Information Memorandum, Debenture Trust Deed etc.).
• Advised Barclays Bank Plc, the mandated lead arranger, in respect of the proposed issuance by EMAAR MGF Private Limited of unlisted non-convertible debentures, on a private placement basis, the proceeds of which were to be utilized for the general corporate purposes of the Company.
• Acted for and advised Mauritius Commercial Bank for an ECB facility of an amount of USD 13.33 million, to GSTAAD Hotels Private Limited. Drafted, negotiated and assisted in execution of the APLMA based facility agreement and other related documents.
• Advised Royal Bank of Scotland Invoice Finance (RBSIF) and DBS Bank, Singapore on various aspects of the newly introduced Factoring Regulation Act, 2011 while providing responses to specific queries related to (i) cross-border factoring, (ii) the insolvency regime and the position of an overseas factor, (iii) implications of the foreign exchange regulations on cross-border factoring, (iv) the legal regime governing “receivables” and “assignment” in the Indian jurisdiction, (v) the central registry for registering receivables assigned in favour of a financial institution and other enforcement related issues. Also, advised on structuring the clients’ products and the documentation in relation to such products to ensure compliance with the exchange control regulations and other applicable laws including the Factoring Regulation Act, 2011.
• Acted for a consortium of lenders including SREI Infrastructure Finance Company for the financing of a 50 MW concentrated solar power plant without storage facilities at Village Nagalapuram, Virannapalle Peddavaduguru Mandal, near Pamidi, District Anantpur, in the state of Andhra Pradesh, India. The total debt financing tied up for the transaction was INR 432 Crores.
• Acted for a consortium of Bank of Baroda and State Bank of India, in connection with construction finance to the tune of INR 163 crores provided by the consortium to the company for construction and development of industrial logistic park in Chakan, Pune. In addition, we acted as Lenders’ Legal Counsel for Bank of Baroda in relation to future lease rental discounting facility of approximately INR 25 crores granted to the company.
• Advised Religare Finvest Limited in relation to acquisition financing that has been provided by it to Quadria Capital Investment Advisors for acquisition of shares of Milestone Religare Investment Advisor Private Limited.
• Advised Antevorta Developers Private Limited, a company promoted by the Hiranandani Group, in relation to secured and optionally convertible debentures issuances on private placement basis. The issue size was approximately INR 62 crores.
• Advised ICICI Home Finance Company in arranging and distributing debentures of Soham Developers in Mumbai against property at Mulund at Mumbai.
• Advised DLF Limited in respect of the proposed issuance of listed non-convertible debentures, on a private placement basis. The proposed value of the issuance was INR 700 crores.
• Advised DLF Limited in connection with a private placement of its secured redeemable non-convertible debentures in India aggregating to approximately around USD 83 million.
• Advised Essel Finance Advisors & Managers LLP in relation to an ongoing transaction involving issuance of senior secured non-convertible debentures by a South India based real estate company having a total issue size of INR 29 crores.
• Advised Essel Finance Advisors & Managers LLP in relation to an ongoing transaction involving issuance of senior secured non-convertible debentures by a South Mumbai based real estate company having a total issue size of INR 75 crores.
• Acted as the lead counsel on behalf of Mauritius Commercial Bank in an international financing transaction for a facility of USD 25 million, for Gujarat NRE Coking Coal Limited (a listed Australian Company) being a subsidiary of Gujarat NRE Coke Limited, an Indian listed company.
• Acted on behalf of Mauritius Commercial Bank for the amendment and restatement of a facility agreement for USD 20 million for Hestia Holdings Limited, a Mauritian company, being a wholly owned subsidiary of Sujana Universal Industries Limited (an Indian listed company). Also advised on restructuring the facility, the security package and providing enforcement strategies and advice to the client including and change the law governing the existing facility (From Mauritian Law to English Law) to enable proceedings in a reciprocating territory to enable efficient and speedy enforcement in India under the Code of Civil Procedure, 1908.

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