The recent liberalization of India's External Commercial Borrowings (ECB) framework has materially expanded the toolkit for growth credit, acquisition finance, and structured debt — while also reshaping the long-standing choice between ECBs and FPI-NCDs. In this session, we break down how the new regime can be used by offshore private credit players looking to participate in the private credit market, while also discussing new structures possible for shareholder debt, InvITs and REITs, and acquisition financing.

Key Discussion points

• ECB – who can borrow; Can REIT / InvITs borrow?
• ECB v FPI VRR NCDs – a quick comparison
• ECB – swapping from USD to INR and back; how does it help?
• What does prevailing market conditions mean?
• What does the end use restriction on ‘capital markets’ mean for unlisted FPI – NCDs?
• Can ECBs be used for acquisition finance without ‘control’? What does control mean?
• No need for a security / debenture trustee? How does it help?
• ECBs v Debt AIFs – which way to go and why?
• Can ECBs be used for credit secondaries – alternative to FPIs subscribing to units of a securitization trust (Oaktree – DHFL like structure)?
• Is there room for equity kickers?
• Benefits of investing through GIFT City? Tax optimization for listed RDBs?
• Growth credit instruments – room for OCRPS and attendant tax optimization?
• Redemption premium on bonds – can it qualify as capital gains and hence exempt? Tax challenges?