Shardul Amarchand Mangaldas & Co. (SAM) acted as Indian law counsel to BofA Securities, the Placement Agent, in connection with the private placement of USD 600 million 5.625% Senior Unsecured Notes due 2029 by IDFC FIRST Bank Limited, acting through its IFSC Banking Unit (IBU) in GIFT City Branch.
The Notes were issued pursuant to a private placement, under Regulation S of the US Securities Act only. The Notes are listed on the Vienna Stock Exchange (Wiener Börse), with secondary listing contemplated on NSE IX and/or India INX in GIFT City.
The transaction marked IDFC FIRST Bank’s maiden entry into the international debt capital markets. and involved navigating regulatory and operational considerations applicable to an Indian banking company and its branch in GIFT City, and bridging regulatory considerations and tax implications across three jurisdictions, while also navigating regulatory requirements relating to dual listing.
SAM advised BofA Securities on the overall transaction structure from an Indian law perspective, including applicable IFSC and banking regulations, and provided closing support. The Firm was also involved in reviewing, negotiating and finalising the information memorandum, terms and conditions of the Notes, placement agency agreement and subscription agreement.
The SAM transaction team was led by Shubhangi Garg, Partner, and comprised Ankeeta Parhi, Principal Associate; Gaurangi Pande, Associate; and Neville Tata, Associate.
The tax aspects of the transaction were advised by Gouri Puri, Partner, and Nimish Malpani, Principal Associate.
The team received strategic inputs from Prashant Gupta, Partner and National Practice Head – Capital Markets.