25 Nov 2025

Clifford Chance advises on Clifford Capital's US$705.5 million infrastructure asset-backed securities issuance

"Clifford Chance advised on the US$705.5m infrastructure asset-backed securities issuance by Bayfront IABS VII (a Clifford Capital vehicle), representing the joint global coordinators, bookrunners and lead managers — BNP Paribas, MUFG Securities, J.P. Morgan, Société Générale and Standard Chartered — on English, US and Singapore law, and acting as trustee counsel to Citicorp International Limited. The deal features Rule 144A/Reg S notes and dual Moody's and Fitch ratings."

Clifford Chance advised on the issuance of US$705.5 million of infrastructure asset-backed securities by Bayfront IABS VII Pte. Ltd., a wholly owned and newly incorporated distribution vehicle of Clifford Capital, and represented the transaction's joint global coordinators, joint bookrunners and joint lead managers — BNP Paribas, MUFG Securities, J.P. Morgan, Société Générale and Standard Chartered Bank — on aspects of English, US and Singapore law; the firm also acted as trustee counsel to Citicorp International Limited. The transaction is Clifford Capital's seventh and largest public infrastructure asset-backed securities (IABS) issuance to date. The offering comprises a diversified portfolio of project and infrastructure loans and bonds spanning 46 individual project finance and infrastructure loans and bonds across 44 projects in 17 countries and 13 industry sub-sectors. Bayfront VII incorporates several innovative features. It is the inaugural issuance in Rule 144A/Reg S format for this programme, consisting of multiple classes of US dollar-denominated Senior Secured Floating Rate Notes accessible to qualified institutional buyers and qualified purchasers in the United States. It is also the first IABS transaction to carry credit ratings from both Moody's and Fitch. Investors were offered five classes of Senior Notes, all listed on the Singapore Exchange, including the debut of the Class X Notes. Clifford Chance represented the joint global coordinators, joint bookrunners and joint lead managers (BNP Paribas, MUFG Securities, J.P. Morgan, Société Générale and Standard Chartered Bank) with a team composed by: partners Francis Edwards and Lena Ng (deal advice); senior associate Nicholas Henneberry, consultant Lin Lu and associate Greg Chan (deal support); partner Mel Chan and associate Didi Hu (project & infrastructure aspects); partners Robert Villani and Matt Lyons (US law); and partner Avrohom Gelber and associate Kade Moural (US tax). Clifford Chance represented Citicorp International Limited as trustee counsel with a team composed by: partner Bruce Kahl, with associates Ivona Dimov and Thomas Koh supporting on ERISA-related matters.
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