Linklaters advises on a slew of high profile and innovative bond issuances

Over the last couple of months, Linklaters advised on 13 high profile and market-leading debt capital markets transactions involving Indian issuers. These include several innovative, structured high yield and investment grade mandates. These transactions, representing a collective value of approximately US$7bn, included advising: 

• The joint bookrunners on the issuance of US$500m 1.375% Rule 144A/Reg S senior notes due 2026 by HCL America Inc., guaranteed by HCL Technologies Limited. This transaction has the highest rated credit from India ever. 
• Bharti Airtel on two deals: 1) its US$750m 3.975% Rule 144A/Reg S bond offering and 2) a US$500m 3.25% Rule 144A/Reg S subordinated perpetual bond offering issued by one of Bharti Airtel’s subsidiaries, Networki2i, with a guarantee from Bharti Airtel. This is also the largest issuance by any Indian investment grade issuer since January 2019.
• The joint bookrunners on the issuance of US$400m 2.80% Rule 144A/Reg S notes due 2031 by UltraTech Cement Limited – a subsidiary of the Aditya Birla Group and the largest cement manufacturer in India. This is the first US dollar denominated sustainability-linked notes to be issued by an Indian entity. 
• Clean Renewable Power (Mauritius) Pte. Ltd. (CRP), a special purpose vehicle and wholly owned subsidiary of Hero Future Energies Asia, on its inaugural issuance of Rule 144A/Reg S US$363m 4.25% senior notes due 2027. The structure put in place allowed certain Hero group companies in India to issue to CRP (and cross-guarantee) various series of rupee denominated senior secured bonds (with high-yield bond style covenants) in compliance with the Indian regulatory regime. Concurrently, the ultimate offshore investors purchased US dollar debt issued by CRP (which entered into certain hedging and other arrangements to remove some of the FX risk for the offshore bondholders).
• The joint lead managers on Shriram Transport Finance Company’s (STFC) Rule144A/Reg S issuance and tap issuance of US$725m 4.40% senior secured notes due 2024 under STFC’s US$3bn  medium term note programme. STFC’s bond transaction marks the first international public social bond issuance from India in 2021. The proceeds from the issuance will be used in accordance with STFC’s Social Finance Framework and as may be permitted by the Reserve Bank of India’s External Commercial Borrowing guidelines.
• The joint lead managers on Power Finance Corporation’s issuance of US$500m 3.35% Reg S notes due 2031 under its US$5bn global medium term note programme. This is the longest tenor bond offering from India this year. 
• The managers on Indian Railway Finance Corporation’s (IRFC) issuance of Rule 144A/Reg S US$750m 2.80% notes due 2031 under its US$4bn global medium term note programme. This is the first debt market activity of IRFC, the borrowing arm of the Indian Railways, since the completion of its initial public offering in January 2021.
• The joint lead managers on the US$450m 6.25% Rule 144A/Reg S secured notes due 2025 issued by Mauritius special purpose vehicle, Cliffton Limited (Cliffton). The proceeds were used to subscribe to rupee denominated senior secured bonds issued by Delhi International Airport Limited (DIAL). The structure allowed DIAL to issue the rupee denominated non-convertible debentures in compliance with the Indian regulatory regime. Concurrently, the ultimate offshore investors purchased US dollar debt issued by Cliffton (which entered into certain hedging and other arrangements to remove any foreign exchange (FX) risk for the offshore bondholders). Linklaters also advised the dealer managers/solicitation agents in connection with the offer to purchase for cash by DIAL of its 6.125% senior secured notes due 2022 (2022 notes), and a concurrent solicitation of consents by DIAL from holders of its 2022 notes, its 6.125% senior secured notes due 2026 and its 6.45% senior secured notes due 2029 to approve certain proposed amendments to the respective indentures governing such notes.
• The joint global coordinators and joint bookrunners on Adani Ports and Special Economic Zone Limited’s (APSEZ) issuance of Rule 144A/Reg S US$500m 3.10% senior notes due 2031. This significant transaction required marrying the aspects of a Rule 144A new issuance with the procedural constraints imposed by the abbreviated US tender executed in a tightly compressed timeline.
• Continuum Energy Levanter (Levanter), a special purpose vehicle and wholly owned subsidiary of Continuum Green Energy, on its inaugural issuance of Rule 144A/Reg S US$561m 4.50% senior notes due 2027. The structure put in place allowed certain Continuum group companies in India to issue to Levanter (and cross-guarantee) various series of rupee denominated senior secured bonds (with project bond style covenants) in compliance with the Indian regulatory regime. Concurrently, the ultimate offshore investors purchased US dollar debt issued by Levanter (which entered into certain hedging and other arrangements to remove some of the FX risk for the offshore bondholders).
• The joint lead managers on the US$460m 4.0% secured Rule 144A/Reg S notes due 2027 issued by Mauritius special purpose vehicle, India Green Power Holdings (IGPH). The proceeds were used by IGPH to subscribe to rupee-denominated senior secured bonds issued by seven subsidiaries of, and guaranteed by, ReNew Power, India's largest renewable energy company. The structure allowed certain Renew group companies to issue to IGPH (and cross-guarantee) seven series of rupee denominated senior secured bonds in compliance with the Indian regulatory regime. Concurrently, the ultimate offshore investors purchased US dollar debt issued by IGPH (which entered into certain hedging and other arrangements to remove any FX risk for the offshore bondholders).
• The joint lead managers on the US$300m 5.5% secured Rule 144A/Reg S notes due 2024 issued by Mauritius special purpose vehicle, India Toll Roads (ITR). The proceeds were used to subscribe to rupee-denominated senior secured bonds issued by IRB Infrastructure Developers. The structure allowed IRB to issue the rupee denominated senior secured bonds in compliance with the Indian regulatory regime. Concurrently, the ultimate offshore investors purchased US dollar debt issued by ITR (which entered into certain hedging and other arrangements to remove any FX risk for the offshore bondholders).

These notable transactions consolidate Linklaters’ market-leading position in the Indian debt capital markets space. 

Head of Southeast Asia and South Asia Capital Markets, Amit Singh, commented: 

“Linklaters has worked on the development of some of the most complex and innovative transaction structures in the region. We have one of the largest teams of any firm focused on India and Southeast Asia and are grateful for the confidence that our clients have placed in us on their most significant transactions. This is a clear testament to the strength of our team and our capabilities in working on some of the most structured capital markets deals in the region.”