PRIVATE CREDIT / STRUCTURED FINANCE

Our private credit practice is focused on advising global credit funds and special situation funds on primary and secondary credit investment opportunities in India.

Our team members have designed some of the most innovative products and structures for large institutional investors and global sponsors investing in structured credit products. From pioneering the corporate bond product to executing complex structured credit transactions, members of the team have an exceptional understanding of the regulatory, insolvency, litigation and tax issues that are most critical to navigate the private debt investment cycle.

 

We have structured the onshore and offshore vehicles for some of the largest global private credit funds. We have structured on-shore credit vehicles such as non-banking finance companies, credit focused alternative investment funds and securitisation trusts for standardised debt products as well as platforms involving asset reconstruction companies for sub-standard debt products.

We believe our edge in private credit is primarily driven by the following:

A specialism that we take pride in is our understanding of cross-border tax issues. The role of a tax advisor has generally been by accounting firms, but each tax position taken needs to be validated under law. In our prior dealings, we have seen lack of tax-enabled advisory as a huge handicap in managing high-stakes transactions. In many cases, our understanding of the multi-jurisdictional tax laws coupled with commercial and market sounding approach has often helped in breaking deadlocks (or assisted in taking critical commercial calls) necessary to consummate transactions in India.

Close to 95% clientele of the team comprises of large SWFs and leading global financial sponsors. We deeply understand all aspects of the funds industry from fund formation, LP – GP relationships to fund governance related aspects and most importantly, key considerations involved in high-stakes fund investments. We pride ourselves as not just private equity lawyers, but lawyers that fully understand real assets and financial services sectors (the two sectors that are the highest recipients of private credit) and their peculiarities in the Indian context. The team pioneered some of the early private debt instruments (such as listed bonds and other structured finance products) and is adept at trades involving private debt and public equities as well. With lines between debt and equity blurring, our clients see a significant value proposition in the same set of lawyers advising on private debt and equity.  

Sometimes with Indian regulators, the unwritten law is just as important as the written law, more so in context of high yield foreign credit involving innovative structures. This unwritten law emanates from close regulatory interactions – it is sometimes well crystallised, and sometimes requires a deep understanding of the regulatory mindset. Through our influence in leading investor bodies, we are not just in close touch with the regulators, but also in many ways giving shape to the regulatory approach to innovative structures and products.

Setting up credit platforms (traditional fund structures and managed accounts) in investing directly or through NBFCs for investment across different sectors such as real estate, infrastructure (roads and renewables), logistics and airports.

The test of all transaction documentation is eventually in the courtroom. We have seen some of the most immaculately drafted documents being misinterpreted at the hands of litigators in courts. Hence, experience in navigating a corporate dispute and enforcing agreements first-hand can be critical. We have been involved in several enforcements, which has given us not just the theoretical, but also practical knowledge of enforcement related challenges. Our disputes and enforcement practice is focused primarily on devising pre-litigation and litigation strategies for global financial sponsors seeking to enforce security interests.

Relevant Research

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Structures and Considerations for Offshore Debt Funding
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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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We regularly write on Fund Formation, PE, PIPE and M&A, Structured Finance, Fund Litigation, Governance and Stewardship. Stay tuned.