Latham Advises Clifford Capital on US$733.3 Million Rule 144A/Reg S Infrastructure Asset-Backed Securities Issuance as Structuring and Drafting Counsel
Latham & Watkins is proud to have advised Clifford Capital, the Singapore-headquartered infrastructure credit platform, on its eighth public infrastructure asset-backed securities (IABS) issuance. With an overall issuance size of US$733.3 million, Bayfront VIII represents the largest infrastructure CLO/IABS issued to date.
Bayfront VIII is Clifford Capital’s second successive issuance in Rule 144A/Reg S format, accessible to (amongst others) US persons which are qualified institutional buyers and qualified purchasers (QIBs/QPs). In addition, the Bayfront IABS issuances remain the only IABS/Infrastructure CLOs globally to feature dual credit ratings from Moody’s and Fitch on its Class A Notes. Bayfront VIII features a total of US$696.7 million in four classes of Senior Notes. The 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 Aa2 (sf) and Baa3 (sf) respectively by Moody’s. As with Clifford Capital’s prior public IABS issuances, the Class D Notes represent an unrated mezzanine tranche offered on an unguaranteed basis.
Clifford Capital has now structured and placed eight public IABS transactions, totaling more than US$4.0 billion. Latham previously advised on the original Bayfront 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, Bayfront Infrastructure Capital VI in March 2025, and Bayfront IABS VII in November 2025, in each case as structuring and drafting counsel.
The Latham team was led by Hong Kong structured finance partner Michael Hardy and Singapore finance partner Timothy Hia, with associates Aakash Sardana and Karen Wong. Specialist support was provided by New York partner Jim Fogarty, London partner Sanjev D. Warna-kula-suriya, and Singapore partner Stacey Wong, with counsels Kelly Teoh and Aryeh Zuber and associate Alexandra Mironoff. Advice on regulatory matters was provided by Washington, D.C. partner Aaron Gilbride and Chicago partner Laura Ferrell, with associate Micaela Lucero Little; and on tax matters by New York partner Elena Romanova, with associate Sam Yang.