Shardul Amarchand Mangaldas & Co. (SAM) acted as Indian legal counsel to Continuum Group in connection with the issuance of USD 390 million Senior Bonds due 2031 and USD 60 million Senior Fixed-to-Floating Bonds due 2034, aggregating US$450 million.
The Bonds were issued under Rule 144A and Regulation S of the U.S. Securities Act of 1933, enabling participation from qualified institutional buyers in the United States and offshore investors. The Bonds are guaranteed by Continuum Green Energy Limited, are rated Ba3 by Moody’s and BB- by S&P, and have been listed on NSE IFSC Limited (NSE IX), GIFT City IFSC.
The Joint Bookrunners and Joint Lead Managers to the transaction were Deutsche Bank AG, Singapore Branch (also acting as Sole Global Coordinator and Lead Left), Emirates NBD Bank PJSC, and J.P. Morgan Securities plc. DB Trustees (Hong Kong) Limited acted as the Trustee.
The transaction marks the maiden international bond issuance by CGE Treasury IFSC Private Limited, a finance company registered as a Global/Regional Corporate Treasury Centre (GRCTC) in GIFT City IFSC. As one of the earliest international bond issuances undertaken by a GRCTC-registered entity under the evolving GIFT City IFSC regulatory framework, the transaction represents a significant milestone in leveraging India’s international financial services ecosystem as a globally competitive and tax-efficient capital-raising platform.
SAM advised on all aspects of Indian law relating to the transaction, including the regulatory framework applicable to the issuer under the GIFT City IFSC regime, the structuring of the offering, the review, negotiation and finalisation of the offering circular and transaction documents, including the bond documentation, trust deeds and corporate guarantees. SAM also acted as the listing agent for the listing of the Bonds on NSE IX.
In addition, SAM advised the Issuer in connection with the hedge facilities availed from the hedge banks, including the review, negotiation and finalisation of the ISDA documentation and related corporate guarantees provided by the Parent Guarantor.
The SAM transaction team was led by Shubhangi Garg, Partner, supported by Ankeeta Parhi, Principal Associate; Sandeep Grewal, Senior Associate; Dhwanit Rathor, Associate; and Yuvraj Mathur, Associate.
The tax aspects of the transaction were advised by Gouri Puri, Partner, and Nimish Malpani, Principal Associate.
SAM Partner – National Practice Head – Capital Markets, Prashant Gupta provided the strategic guidance on the transaction.