Latham Advises Clifford Capital on US$705.5 Million Rule 144A/Reg S Infrastructure Asset-Backed Securities Issuance as Structuring and Drafting Counsel
Latham & Watkins has advised Clifford Capital, a Singapore-headquartered infrastructure credit platform, on its seventh public infrastructure asset-backed securities (IABS) transaction. With an overall issuance size of US$705.5 million, Bayfront VII represents the largest infrastructure CLO/IABS issued to date.
Bayfront VII is Clifford Capital’s inaugural issuance in Rule 144A/Reg S format, accessible to (amongst others) US persons which are qualified institutional buyers and qualified purchasers (QIBs/QPs).
It is also the first IABS issuance with notes (Class X and Class A Notes) that carry credit ratings from two rating agencies, Moody’s and Fitch. It features a total of US$670.1 million in five classes of Senior Notes, including the debut of Class X Notes, created in response to investor demand for short-term investments. The Class X and Class A Notes are rated Aaa (sf) and AAA sf by Moody’s and Fitch respectively. The Class B and Class C Notes are rated Aa3 (sf) and Baa3 (sf) respectively by Moody's. As with Clifford Capital's prior public IABS issuance, the Class D Notes represent an unrated mezzanine tranche offered on an unguaranteed basis.
Clifford Capital has now structured and placed seven public IABS transactions, totaling US$3.4 billion. Latham previously advised Bayfront on its original issuance in 2018, Bayfront Infrastructure Capital II in 2021, Bayfront Infrastructure Capital III in 2022, Bayfront Infrastructure Capital IV in 2023, Bayfront Infrastructure Capital V in 2024, and Bayfront Infrastructure Capital VI in 2025, in each case as structuring and drafting counsel.
Michael Hardy, Hong Kong partner, commented, “Bayfront VII is a landmark transaction for the asset class and the APAC region. Clifford Capital have been continually innovating since their original public IABS issuance in 2018, and we are proud to have supported this journey at each stage.”
The Latham team was led by Hong Kong finance partner Michael Hardy and Singapore finance partner Timothy Hia, with associates Kelly Teoh, Aakash Sardana, and Karen Wong. Specialist support was provided by New York partner Jim Fogarty, London partner Sanjev Warna-kula-suriya, and Singapore partner Stacey Wong, with Los Angeles counsel Aryeh Zuber and New York associate Alexandra Mironoff. Advice on regulatory matters was provided by Washington, D.C. partner Aaron Gilbride and associate Timothy Cummings; and on tax matters by New York partners Elena Romanova and Greg Hannibal, with Boston associate James Aldred and New York associate Sam Yang.