Debt Capital Markets
Advising on a wide range of debt issuances, structured instruments and regulatory compliance across sectors.
Overview
The Partners at ShriVara Law Offices have been involved in a wide range of domestic Debt Capital Market (DCM) transactions, advising on diverse debt issuances across sectors and issuer categories.
The Firm’s experience includes private placements, whether secured or unsecured, listed or unlisted,
as well as Basel III compliant bonds, Tier I and Tier II bonds, public issues of debt securities, private
placements and institutional placements of Infrastructure Investment Trusts (InvITs), municipal
bonds, green bonds, commercial papers, and other structured debt instruments.
Scope of Services
Our services in relation to DCM transactions include:
Legal Due Diligence
Conducting comprehensive legal due diligence of the issuer in accordance with SEBI regulations (excludes financial due diligence).
Transaction Documentation
Drafting, reviewing, and negotiating core transaction documents, including the Debenture Trustee Agreement, Debenture Trust Deed, and Escrow Agreement. Structuring security documents, including Deeds of Hypothecation and Indentures of Mortgage.
Intermediary Coordination & Offer Documents
Coordinating with issuers, lead managers, auditors, debenture trustees, and other intermediaries to finalize offer documents and issue collateral. Reviewing issue-related marketing and regulatory materials, including statutory advertisements, application forms, Confirmation of Allocation Notes (CAN), and allied documentation.
Regulatory Submissions & Exchange Approvals
Drafting regulatory applications, exemption requests, and statutory submissions. Handling and resolving observations raised by SEBI and stock exchanges. Assisting with debt security listing applications and end-to-end listing documentation.
Dispute Resolution & Audit Support
Drafting formal responses to investor, public, or regulatory complaints related to the issue. Drafting and finalizing auditor deliverables to ensure statutory compliance.
Closing & Legal Opinions
Issuing customary legal opinions for the transaction. Compiling and preparing final transaction closing sets and deal bibles.
Representative Transactions
Debt Public Issues / InvIT Transactions
Indore Municipal Corporation – acted on the first public issue of green municipal bonds in India;
NHIT – acted on the second and third rounds of issuance of units through private placement and preferential issue, which was among the largest road-sector monetisation transactions at the time, aggregating approximately INR 16,000 crore.
Debut NCD / Bond Transactions
National Bank for Financing Infrastructure and Development (NaBFID);
Power Grid Corporation of India Limited – first bond issuance for monetisation;
State Bank of India – first infrastructure bond issuance by a public sector bank;
Vadodara Municipal Corporation;
Pimpri Chinchwad Municipal Corporation;
Nilkamal Limited; and
MRF Limited.
Other notable debt/bonds issue transactions
Asia’s first certified green municipal bond for funding SWIP by Vadodara Municipal Corporation;
Rashrtiya Chemicals and Fertilizers Limited;
National Bank for Financing Infrastructure and Development;
National Bank for Financing Infrastructure and Development;
National Highways Authority of India (series of issuances);
Tier I, Tier II of State Bank of India, Federal Bank etc.
Powergrid Corporation of India Limited (series of issuances);
Surat Municipal Corporation (Municipal Bonds);
Ahmedabad Municipal Corporation (Municipal Bonds);
Greater Hyderabad Municipal Corporation (Municipal Bonds);
Tiruchirappalli City Municipal Corporation (Municipal Bonds).
