Latham & Watkins Advises Clifford Capital on US$705.5 Million Bayfront VII Rule 144A/Reg S Infrastructure Asset-Backed Securities Issuance

Latham & Watkins advised Clifford Capital on its Bayfront VII US$705.5 million Rule 144A/Reg S infrastructure asset-backed securities issuance. The transaction, Bayfront VII, is Clifford Capital’s seventh public infrastructure asset-backed securities (IABS) offering and, at an overall issuance size of US$705.5 million, represents the largest infrastructure CLO/IABS issued to date. Bayfront VII is Clifford Capital’s inaugural issuance in Rule 144A/Reg S format, making it accessible to, among others, US persons who are qualified institutional buyers and qualified purchasers (QIBs/QPs). The issuance is the first IABS to include notes (Class X and Class A) that carry credit ratings from both Moody’s and Fitch. The deal features a total of US$670.1 million in five classes of Senior Notes, including the debut of Class X Notes created in response to investor demand for short-term investments. The Class X and Class A Notes are rated Aaa (sf) and AAA (sf) by Moody’s and Fitch respectively; the Class B and Class C Notes are rated Aa3 (sf) and Baa3 (sf) respectively by Moody’s. Consistent with Clifford Capital’s prior public IABS issuance, the Class D Notes represent an unrated mezzanine tranche offered on an unguaranteed basis. Clifford Capital has now structured and placed seven public IABS transactions totaling approximately US$3.4 billion. Latham & Watkins previously advised on Bayfront’s original issuance in 2018 and on Bayfront Infrastructure Capital II (2021), III (2022), IV (2023), V (2024) and VI (2025), in each case as structuring and drafting counsel. Latham & Watkins represented Clifford Capital with a team composed by: Michael Hardy, Hong Kong finance partner; Timothy Hia, Singapore finance partner; associates Kelly Teoh, Aakash Sardana and Karen Wong. Specialist support was provided by New York partner Jim Fogarty, London partner Sanjev Warna-kula-suriya and Singapore partner Stacey Wong, together with Los Angeles counsel Aryeh Zuber and New York associate Alexandra Mironoff. Regulatory advice was provided by Washington, D.C. partner Aaron Gilbride and associate Timothy Cummings. Tax advice was provided by New York partners Elena Romanova and Greg Hannibal, with Boston associate James Aldred and New York associate Sam Yang.

Latham & Watkins Advises Clifford Capital on US$705.5 Million Bayfront VII Rule 144A/Reg S Infrastructure Asset-Backed Securities Issuance

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