Issue of US$410.3 million infrastructure asset-backed securities by Bayfront Infrastructure Capital IV Pte. Ltd.
Allen & Gledhill advised Bayfront Infrastructure Capital IV Pte. Ltd. (“Bayfront Infrastructure Capital”), a wholly owned subsidiary of Bayfront Infrastructure Management Pte. Ltd. (“Bayfront”), on the issue of five classes of notes comprising US$170.6 million Class A1 senior secured floating rate notes due 2044, US$115 million Class A1-SU senior secured floating rate notes due 2044, US$54.5 million Class B senior secured floating rate notes due 2044, US$31.6 million Class C senior secured floating rate notes due 2044 and US$13 million Class D senior secured floating rate notes due 2044.
The five classes of Notes are backed by cash flows from a portfolio of project and infrastructure loans and bonds in the Asia-Pacific, Middle East, Africa and Americas regions. The Class A1 Notes, Class A1-SU Notes, Class B Notes and Class C Notes are rated investment grade by Moody’s and listed on SGX-ST. The mezzanine Class D Notes are unlisted and unrated, and guaranteed by GuarantCo Ltd. (rated AA- by Fitch and A1 by Moody’s), a contingent credit solutions provider that is part of the Private Infrastructure Development Group (“PIDG”).
The unrated equity tranche comprising preference shares of Bayfront Infrastructure Capital is 80.5% held by Bayfront as sponsor of the transaction, while the remaining 19.5% is held by the UK Foreign Commonwealth & Development Office, as part of its Mobilising Institutional Capital Through Listed Product Structures (“MOBILIST”) programme.
BIM Asset Management Pte. Ltd. (“BIM Asset Management”), a wholly owned subsidiary of Bayfront, is the collateral manager for the transaction.
This transaction is the fourth issuance of infrastructure asset-backed securities (“IABS”) by the Bayfront platform, demonstrating Bayfront’s track record and commitment of being a repeat, programmatic issuer of IABS. Through the issuance of IABS, Bayfront offers investors exposure to a diversified portfolio of project and infrastructure loans and bonds across multiple geographies and sectors. In doing so, it seeks to address Asia-Pacific’s infrastructure financing gap by mobilising a new pool of institutional capital for project and infrastructure debt while helping banks recycle capital into new infrastructure financing transactions.
The transaction features a dedicated sustainability tranche (Class A1-SU) backed by a portfolio of high quality eligible green and social assets. This is the third consecutive issuance of the sustainability tranche by Bayfront, reiterating its commitment towards sustainable financing.
The transaction introduced new innovative features to the Bayfront platform's IABS product suite, working in conjunction with new partners, the UK Foreign Commonwealth & Development Office as part of its MOBILIST programme and GuarantCo. Ltd. The MOBILIST programme was created to harness the potential of public markets to help deliver the climate transition and the United Nations Sustainable Development Goals (SDGs) in developing economies. The guarantee from GuarantCo Ltd. delivers an innovative guarantee structure for the Class D Notes, helping to support the financing or refinancing of sustainable infrastructure projects and infrastructure debt, as permitted by PIDG’s investment policy. The Class D Notes were pre-placed and taken up in full by funds managed by Apollo Global Management, a global asset manager.
Advising Bayfront Infrastructure Capital and BIM Asset Management as to Singapore law were Allen & Gledhill Partners Yeo Wico, Jeanne Ong, Andrew Chan, Jo Tay and Sunit Chhabra.
