INFRASTRUCTURE INVESTMENT TRUSTS

Infrastructure Investment Trusts (“InvITs“) and infrastructure is a core specialism of the firm. In 2019 alone, members of the team have advised some of the world’s largest sovereign wealth funds, pension funds, and leading global financial sponsors, on some of the largest and pioneering transactions in the space with overall deal values exceeding USD 5 billion. With an overwhelming majority of select international clients, we take immense pride in our ability to offer well rounded advice right from fund formation and setting up of investment platforms to making tax optimized downstream investments with an in-depth, on the ground knowledge of the written and sometimes unwritten Indian legal, tax and regulatory landscape.

 

We take pride in being thought leaders, unafraid of innovation and have been at the forefront of developing creative structures in the infrastructure space. Our Infrastructure and InvITs practice group has been instrumental in development of the InvIT regime in India. From being involved in the drafting of the SEBI (REIT) Regulations that formed the very basis of the InvIT Regulations to advising on the first unlisted InvIT in India, we have contributed significantly to policy advocacy measures to ensure that the InvIT regime remains conducive for global investors.

 

Our value proposition lies in our deep understanding of the cross-border transactional ecosystem and our consistent track record in analysing risk for international institutions as they seek to navigate the regulatory and taxation framework that underpins their investments in India. Whilst the mainstay of our practice is focused on representation of sponsors, our team has also been retained to act for LPs in special situations such as, where the LP is the cornerstone investor or where the LP is participating in a managed account arrangement or investing in a single-asset fund. In such circumstances, we find that clients value our holistic capabilities as transactional lawyers with infrastructure and InvITs-specialised knowledge, together with our expertise in fund formation.

Our InvITs and infrastructure practice includes services such as:

  • Setting up tax optimised structures for investments, including advisory on choice of instrument and choice of jurisdiction.
  • Setting up InvITs and rollover of assets to the InvIT in a tax optimised manner.
  • Setting up of India focused infrastructure offshore funds, including end to end setup of offshore fund vehicles.
  • Setting up of managed accounts with large institutional players and sponsors.
  • Comprehensive legal due diligence on the target. For the purposes of land title diligence, we coordinate with the relevant local counsel and act as the single point contact for all diligence requirements.
  • Drafting the transaction documents for investments, which may include securities subscription agreement, debenture trustee agreement, debenture trust deed, mortgage deed, pledge agreement, hypothecation agreement, escrow agreement, shareholders’ or debenture-holders’ agreement, or other agreements as may be required.
  • Procuring all the relevant regulatory approvals for investments.
  • Project management is a subtle yet core specialism of the firm which builds into our foundational strengths of execution capability.
  • Our extensive experience in representing global sponsors and institutional investors has manifested the absolute need for a single point contact that can seamlessly coordinate with the offshore counsel, tax and financial advisors, administrators, filing agents, local level consultants, governmental and regulatory authorities, and business and legal divisions of the investors.
  • We have time and again played the role of stitching multiple pieces of a deal together in close coordination with all the relevant stakeholders to ensure that the deal is consummated in the most efficacious manner.

Relevant Research

Listed or Unlisted InvITs – Which way to go?
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InvIT - Gamechanger in the Indian Infrastructure Story!
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SEBI’s Public Float for Private Unlisted InvITs
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Decoding India’s Infrastructure Investment Trusts
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Impact of Covid-19 on the deal-making landscape, emerging opportunities for credit and special situations investors in infrastructure, promoter financing and securitization of loans
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