Clifford Chance advises on Bayfront Infrastructure’s US$508.3 million infrastructure asset-backed securities issuance

Global law firm Clifford Chance has advised on the issuance of US$508.3 million infrastructure asset-backed securities (IABS) by Bayfront Infrastructure Capital V Pte. Ltd., a wholly owned and newly incorporated distribution vehicle of Bayfront Infrastructure Management Pte. Ltd. (Bayfront), a subsidiary of Clifford Capital.

This transaction is Clifford Capital’s fifth and largest public IABS issuance to date, featuring a portfolio size spread across 37 individual loans and bonds, 36 projects, 15 countries and 10 industry sub-sectors. Investors were offered five classes of notes (Class A1, A1-SU, B, C, and D), of which four classes (Class A1, A1-SU, B and C) were rated by Moody’s and listed on the Singapore Exchange.

This IABS issuance has the largest share of sustainable assets to date, with an initial aggregate principal balance of US$218.4 million of eligible green and social assets, constituting 43% of the portfolio, under Bayfront’s Sustainable Finance Framework.

Lead partner Paul Landless said, “We are delighted to act once more on Bayfront’s innovative securitisation programme with another issuance. This is the largest to date and has attracted significant investor interest, advancing Clifford Capital’s ongoing success in addressing the infrastructure financing needs of the APAC region. This complex and global transaction reinforces our ability to provide advice and expertise as one team across multiple specialisms.”

Senior associate Nicholas Henneberry added, “This successful transaction, which was three times oversubscribed across the rated notes, demonstrates the high demand for IABS and the continued strengthening of Singapore’s status as an infrastructure financing hub. Congratulations to Clifford Capital and all parties involved in this landmark issuance.”

Paul led the team advising the joint global coordinators, bookrunners and lead managers of the transaction, Citi, Standard Chartered Bank, MUFG, Natixis, OCBC and Société Générale on aspects of English, US, Singapore and Hong Kong law. They include:

• Deal advice: Senior associate Nicholas Henneberry, associate Joel Sherard, and trainee Jacie Lim in Singapore;
• Project aspects: Partner Ross Howard, counsel Mel Chan, and associates Didi Hu and Alex Murayama in Singapore;
• Hong Kong law: Consultant Patrick O’Connor and associate Karen Jiang in Hong Kong;
• US/Volcker aspects: Partner Gareth Old and counsel Kim Young in New York; and
• Hedging aspects: Counsel Miles Binney and senior associate Leland Hui in London.

In addition, Hong Kong partner Terry Yang led a team advising GuarantCo Ltd, the guarantor of the Class D notes. He was supported by partner Lena Ng (Singapore), counsel Jervis Chan (Singapore) and Lin Lu (Hong Kong), and associates Audrina Keng (Singapore) and Greg Chan (Hong Kong).

Partner Bruce Kahl, senior associate Andrew Whelan and associate Micah McDonald in London also acted as trustee counsel, advising Citicorp International Limited.

Clifford Chance is a market leader in sustainable finance, having advised on Bayfront’s previous IABS issuances, including its US$410 million issuance in 2023, US$402.7 million issuance in 2022, and landmark US$401 million issuance in 2021.