Clifford Chance

Clifford Chance advises on Bayfront Infrastructure's US$527 million infrastructure asset-backed securities issuance

Global law firm Clifford Chance has advised on the issuance of US$527 million infrastructure asset-backed securities (IABS) by Bayfront Infrastructure Capital VI Pte. Ltd., a wholly owned and newly incorporated distribution vehicle of Clifford Capital.

This transaction is Clifford Capital's sixth and largest public IABS issuance to date, featuring a portfolio size spread across 35 individual loans and bonds, 35 projects, 15 countries and 13 industry sub-sectors. Investors were offered five classes of Notes (Class A1, A1-SU, B, C, and D) which are listed on the Singapore Exchange. Four classes (Class A1, A1-SU, B and C) 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.

This IABS issuance has the highest proportion of sustainable assets to date, with an initial aggregate principal balance of US$233.1 million of eligible green and social assets, constituting 44.2% of the initial portfolio, under the Sustainable Finance Framework of Bayfront Infrastructure Management Pte. Ltd., the originator of the issuance for EU and UK risk retention purposes and subsidiary of Clifford Capital.

Lead partner Paul Landless said, "We are proud once again to support Clifford Capital's IABS platform with a global cross-practice team as the platform grows in size and frequency, bringing ever more innovation in boosting infrastructure and sustainable financing across multiple jurisdictions. The introduction of the new unguaranteed mezzanine tranche broadens the investment landscape for institutional investors and can be flexibly replicated for future IABS issuances to meet customised risk-return profiles."

Senior associate Nicholas Henneberry added, "This successful transaction underscores the growing demand for sustainable infrastructure investments and highlights the pivotal role such transactions play in mobilising capital for green and social projects across diverse regions and sectors."

Paul led the team advising the joint global coordinators and joint lead managers of the transaction; BNP Paribas, MUFG Securities Asia Limited Singapore Branch, Oversea-Chinese Banking Corporation Limited, Société Générale and Standard Chartered Bank (Singapore) Limited on aspects of English, US and Singapore law. They include:

• Deal advice: Senior associate Nicholas Henneberry, associates Joel Sherard and Gwendolyn Oh, and trainee solicitor Nicholas Khong;
• Project aspects: Partner Ross Howard, counsel Mel Chan and associates Didi Hu and Caiying Seah in Singapore; and
• US law: Partner Gareth Old.

Partner Bruce Kahl, senior associate Andrew Whelan and associate Robert Hartman in London acted as trustee counsel, advising Citicorp International Limited. Partner Chad Bochan and associate Conor Davis in Sydney also supported the transaction by assisting on the bridge facility.

Clifford Chance is a market leader in sustainable finance, having advised on Bayfront's previous IABS issuances, including its US$508.3 million issuance in 2024, US$410 million issuance in 2023, US$402.7 million issuance in 2022, and landmark US$401 million issuance in 2021.