Simant Satapathy

Securitisation:

• Advised and represented Godrej Finance Limited, and Vivriti Asset Management on a first-of-a-kind securitisation of vehicle loans with a pool size of approximately INR 66 crore through a time-tranching structure with a replenishment mechanism. The transaction structure involved dual-scenario waterfall governing the replenishment and sequential-style amortisation involving multiple tranches. This transaction structure enables flexible cash flow allocation based on tranche performance.
• Advised and represented Northern Arc Capital Limited on the structuring and execution of a complex multi-originator pass-through certificate (“PTC”) transaction, arising from a pooled co-lending loan portfolio among multiple originators, with proportionate allocation of receivables and compliant pro rata minimum retention requirement, for a pool size of approximately INR 90 crore comprised of loans against property.
• Advised IIFL Samasta Finance Limited in connection with the securitisation of a pool of unsecured micro-loan receivables through the issuance of listed PTCs aggregating approximately INR 54.06 crore, subscribed to by State Bank of Mauritius, as the Investor. The transaction involved the issuance of Series A1 PTCs aggregating approximately INR 49.14 crore and featured a trigger-based turbo (“Turbo-Trigger”) with a timely interest and ultimate principal (“TIUP”) structure supported by internal and external credit enhancement mechanisms. The mandate included advising on the transaction structure and drafting, reviewing, negotiating and finalising the transaction documents from an Indian law perspective.
• Advised Muthoot Capital Services Limited, as the Originator, in connection with the securitisation of a pool of loan receivables through the issuance of unlisted PTCs aggregating approximately INR 100 crore, subscribed to by HDFC Mutual Fund, as the Investor. The transaction featured a Turbo-Trigger with a TIUP structure and a triple-tranche issuance comprising Series A1(a), Series A1(b) and Series A2 PTCs, supported by internal and external credit enhancement mechanisms. The mandate included advising on the transaction structure and drafting, reviewing, negotiating and finalising the transaction documents from an Indian law perspective.
• Advised Muthoot Fincorp Limited on the securitisation of a pool of mortgage-backed loan receivables through the issuance of unlisted PTCs aggregating approximately INR 138 crore with Axis Bank Limited. The transaction featured a Turbo-Trigger with a partial timely interest timely principal (Partial TITP) structure supported by multiple layers of internal and external credit enhancement. The mandate involved advising on the transaction structure and drafting, reviewing, negotiating and finalising the transaction documents from an Indian law perspective.
• Advised Godrej Finance Limited in relation to the securitisation of a pool of personal loan receivables through the issuance of unlisted PTCs involving a replenishment structure aggregating approximately INR 64.09 crore with EarlySalary Services Private Limited. The mandate involved advising on the transaction structure and reviewing, negotiating and finalising the transaction documents.
• Advised various investors like NABKISAN, Northern Arc Capital Limited and its related entities, DMI Housing Finance Private Limited, IndusInd Bank Limited, Federal Bank Limited, South Indian Bank Limited, Axis Bank Limited and others on their investments in the unlisted / listed PTCs backed by various classes of loans.

Financing, Cross-Border and Advisory:

Advised Prachay Capital Limited in connection with its public issuance of listed, rated, secured, redeemable non-convertible debentures (NCDs) aggregating up to INR 100 crore. The transaction involved advising on the issuance, and assisting with the drafting, review, negotiation and finalisation of the transaction documents.

Advised and represented:

• ITI Gold Loans Limited in connection with the issuance of 10,000 listed, rated, senior, secured, transferable, redeemable, non-convertible debentures for an aggregate value of INR 100,00,00,000 (Indian Rupees One Hundred Crore) to Equirus Capital Private Limited. The mandate involved structuring the transaction and drafting, reviewing, negotiating and finalising the transaction documents from an Indian law perspective.
• Rupeek Capital Private Limited in connection with the issuance of 1,00,000 listed, rated, senior, secured, transferable, taxable, redeemable, non-convertible debentures for an aggregate value of INR 100,00,00,000 (Indian Rupees One Hundred Crore) to Fourdegreewater Capital Private Limited (Wint Wealth). The mandate involved structuring the transaction and drafting, reviewing, negotiating and finalising the transaction documents from an Indian law perspective.
• Best Capital Services Limited in connection with the issuance of 19,990 listed, rated, senior, secured, transferable, redeemable, non-convertible debentures for an aggregate value of INR 19,99,00,000 (Indian Rupees Nineteen Crore Ninety Nine Lakh) to GRIP Invest Technologies Private Limited. As a result of successful and smooth closing of the transaction, we also assisted Best Capital Services Limited in their further debenture issuances with GRIP Invest Technologies Private Limited.
• GRIP Invest Technologies Private Limited in their investments in non-convertible debentures issued by multiple NBFCs like Avanti Finance Private Limited, Monedo Financial Services Private Limited, Akara Capital Advisors Private Limited etc.
• Fourdegreewater Capital Private Limited (Wint Wealth) in their investments in non-convertible debentures issued by multiple NBFCs like Credit Wise Capital Private Limited, Mufin Green Finance Limited, Greaves Finance Limited etc.
• NeoGrowth Credit Private Limited in connection with the issuance of 4,500 (four thousand five hundred) rated, listed, senior, secured, redeemable, transferable, taxable non-convertible debentures for an aggregate value of INR 45,00,00,000 (Indian Rupees Forty Five Crore) to Vivriti Asset Management.

• Advised SK Finance Limited in connection with the issuance of 44,500 rated, listed, senior, secured, redeemable non-convertible debentures to Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO). The transaction involved advising on the transaction structure and drafting, reviewing, negotiating and finalising the transaction documents, including advising on the applicable foreign portfolio investment and foreign exchange regulatory framework under Indian law.
• Advised Avendus Wealth Management (AWM) in connection with its investment in 3,000 rated, unlisted, senior, secured, redeemable, taxable and transferable non-convertible debentures issued by mPokket Financial Services Limited. The mandate involved structuring the transaction and drafting, reviewing, negotiating and finalising the transaction documents from an Indian law perspective.
• Advised RAK Bank, a UAE based private bank, in relation to a transaction dealing with refinancing of loans availed jointly by 2 (two) subsidiaries of an Indian company which were guaranteed by the Indian holding company and a society, forming part of the same group.
• Advised Sunlife Mutual Fund and Canadian Pension Fund on nuances involved in obtaining FPI registration in compliance with SEBI guidelines. The transaction entailed advising and simplifying the prevailing structure of portfolio investors, who were investing in India under the older regime, to ensure such investors are registered as an FPI and is in compliance with the Indian laws. Also advised and assisted FPIs in relation to the process and legality involved in winding up of ‘single investor schemes’ floated by Indian mutual fund including transfer of securities / proceeds of sale, offshore, post winding up the scheme, from SEBI, FEMA and RBI perspective.
• Advised and assisted IndusInd Bank Limited in relation to investment made by Route One Investment Company L.P.
• Advised and assisted non-resident exchange houses to set up rupee drawing arrangements with Indian banks in compliance with the RBI guidelines.
• Acted on behalf of Goldman Sachs in relation to USD 15 million investment in ZestMoney, an entity which is primarily involved in facilitating lending and banking products to individual borrowers. The transaction entailed advising on banking and finance related aspects including conducting extensive due diligence of ZestMoney.
• Advised a Goldman Sachs and Citibank EU on strategies to be implemented to restructure debts availed by offshore companies, established by non-resident Indians. The transaction entailed providing advisory to the foreign bank on steps and procedure to obtain additional securities from Indian companies and its subsidiaries, established / acquired by such non-resident Indians, in compliance with FEMA and, included reviewing and finalising the credit agreement and security documents from an Indian law standpoint.
• Advised Authum Investment & Infrastructure Limited in respect of structuring and documentation for acquisition of non-performing loans from JM Financial Asset Reconstruction Company Limited.
• Advised and assisted three Brookfield entities in relation to consolidation of their entire debt portfolios of around USD 1 Billion. The deal included reviewing and finalising entire set of financing documents, including credit documents, security documents, accounts agreements and undertakings.
• Advised Deutsche Bank on a transaction involving financing an Indian subsidiary of an overseas parent company for the purpose of acquisition of an Indian hotel by way of subscribing to non-convertible debentures by an FPI entity.
• Advised HSBC and Deutsche Bank on restructuring debts availed by offshore companies, established by non-resident Indians.
• Advised Deutsche Bank on the legal due diligence of master rental agreements relating to the assignment of rental receivables, including reviewing the contractual framework governing assignability, payment obligations, termination rights, events of default, set-off restrictions and enforcement mechanisms to assess the bank's rights as assignee.
• Advised a consortium of various overseas lenders including DBS Bank Ltd., Barclays etc. in relation to financing of the overseas group companies of TVS Supply Chains Solutions Limited. The loans were guaranteed/ collateralized by TVS Supply Chains Solutions Limited.
• Advised Société De Promotion Et De Participation Pour La Coopération Économique S.A. (Proparco) in respect of USD-denominated external commercial borrowings aggregating to USD 40 million proposed to be extended to Northern Arc Capital Limited. The deal included reviewing and finalizing the loan agreement from India legal standpoint including drafting, negotiating and finalizing the security documents securing the loans.
• Advised Bank Im Bistum Essen EG (through the BIB Investments (SICAV) – KCD Microfinance Fund – I and III), in respect of EUR-denominated external commercial borrowings aggregating to EUR 6 million extended to UGRO Capital Limited, a non-banking finance company in India, as part of its financial inclusion promotion program. The transaction involved reviewing and finalizing the loan agreement from an India legal standpoint as well as drafting, negotiating and finalizing the common security trustee agreement and the security documents in relation to the security package proposed to be offered by UGRO for securing the loans.
• Advised Finnfund in connection with a proposed USD 12 million external commercial borrowing to Mufin Green Finance Limited for the expansion of its climate-focused lending portfolio, including on-lending to small and medium enterprises investing in electric vehicles, solar systems and electric commercial vehicle financing. The mandate includes advising on the transaction structure and drafting, reviewing, negotiating and finalising the financing and security documents, while ensuring compliance with the applicable External Commercial Borrowing (ECB) framework and the Foreign Exchange Management Act, 1999 (FEMA).
• Advised Finnish Fund for Industrial Cooperation Limited, in respect of USD-denominated external commercial borrowings aggregating to USD 15 million proposed to be extended to Satin Creditcare Network Limited, a micro-finance company in India, as part of its impact funding program. The transaction involves reviewing and finalizing the loan agreement from India legal standpoint including drafting, negotiating and finalizing the security documents securing the loans.