Latham Advises Clifford Capital on US$527 Million Infrastructure Asset-Backed Securities Issuance
Latham & Watkins has advised Clifford Capital, a Singapore-headquartered infrastructure credit platform, on its sixth public infrastructure asset-backed securities (IABS) transaction. Bayfront Infrastructure Capital VI Pte. Ltd. (BIC VI) is a wholly owned and newly incorporated distribution vehicle of Bayfront Infrastructure Management Pte. Ltd. (Bayfront), a subsidiary of Clifford Capital. The transaction represents Clifford Capital’s largest IABS issuance to date and was significantly oversubscribed.
BIC VI features a portfolio of loans and bonds of approximately US$527 million in size, spread across 35 projects, 15 countries, and 13 industry sub-sectors. Five classes of notes (Class A1, Class A1-SU, Class B, Class C, and Class D) of US$500.5 million in aggregate principal amount were issued. The Class A1, Class A1-SU, Class B, and Class C Notes are rated investment grade by Moody’s. The Class D Notes represent the first ever unrated mezzanine tranche to be offered to IABS investors on an unguaranteed basis, following the guaranteed format that was utilized for the Class D Notes in BIC IV and V. In addition, US$26.5 million in aggregate principal amount of Subordinated Notes were subscribed for by Bayfront and Clifford Capital Holdings Pte. Ltd. Bayfront has undertaken to retain at least 5% of each class of Notes in a vertical slice risk retention format.
Clifford Capital has now structured and placed six public IABS transactions, totaling US$2.7 billion since the inaugural BIC issuance in 2018. Latham previously advised Bayfront on its original issuance in 2018, Bayfront Infrastructure Capital II in 2021, Bayfront Infrastructure Capital III in 2022, Bayfront Infrastructure Capital IV in 2023, and Bayfront Infrastructure Capital V in 2024, in each case as structuring and drafting counsel.
The Latham team was led by Hong Kong finance partner Michael Hardy and Singapore finance partner Timothy Hia, with Singapore associates Kelly Teoh, Aakash Sardana, and Ein Le Lim, and Hong Kong associate Karen Wong.