Six firms advise on DIAL’s orphan SPV green bond offer

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Six firms advise on Delhi International Airport's orphan SPV green bond offer

Talwar Thakore & Associates and Milbank advised Delhi International Airport (DIAL) in its recent US$450 million green bond issue, which adopted a structure that has been used only twice before by Indian companies, most recently by ReNew Power in February.

Appleby advised Cliffton, a Mauritius-based orphan special purpose vehicle that issued the bonds, while Cyril Amarchand Mangaldas (CAM) and Linklaters advised the joint lead managers to the issue, and Mayer Brown advised the trustees.

“This was one of the most complex deals from India involving the orphan back-to-back structure with hedging to mitigate FX exposure,” said Linklaters’ Singapore-based partner Amit Singh, who led the law firm’s team. Counsel Michele Discepola and Lim Xunming assisted on the deal.

CAM’s team was led by partners Ajay Sawhney and Aditi Misra, and included partner Devaki Mankad, principal associate Bhupendra Verma, and associate Aditya Prakash.

Milbank’s team comprised lawyers from its Singapore, London and New York offices, and included: Partners Naomi Ishikawa, James Warbey, Andrew Walker and Cathy Martin; special counsel Jim McFarlane; and associates Raashi Mukherji and Rob Wyse Jackson.

Pointing out that the deal was a first for an airport in India, the firm said this was the first time DIAL had used an orphan SPV structure.

Appleby’s team comprised its group managing partner, Malcolm Moller, and associates Karishma Beegoo and Vaishali Damonaiko.

The rule 144A/Reg S offering carrying a 6.25% coupon that closed on 26 March, and is listed on the Singapore Stock Exchange. The proceeds of Cliffton’s issue were used to subscribe to rupee-denominated senior secured bonds issued by DIAL, which in turn will use it to refinance bonds issued and finance expansion.

DIAL is majority owned by GMR Airports, which is part owned by GMR Group and Groupe ADP.