Law Firms Navigate India's Capital Markets in Major Debt and Equity Deals

New Delhi, India – In a significant week for India's capital markets, two major transactions have highlighted the critical role of legal counsel in facilitating large-scale corporate fundraising. SNG & Partners played a pivotal role in a ₹1,100 crore debt issuance by real estate giant DLF Cyber City Developers Limited (DCCDL), while Trilegal is advising on a proposed ₹1,200 crore Initial Public Offering (IPO) for Laser Power & Infra Limited, showcasing the dynamic activity across both debt and equity markets.

SNG & Partners Steers ₹1,100 Crore NCD Issuance for DLF Arm

SNG & Partners has successfully advised on a strategic ₹1,100 crore (approx. US$132 million) debt issuance by DLF Cyber City Developers Limited, a leading player in India’s commercial real estate sector and a subsidiary of DLF Limited. The transaction involved the issuance of listed, secured, non-convertible debentures (NCDs), a popular instrument for established companies seeking to raise capital for growth and operational needs.

The firm's mandate was comprehensive, representing both the investor and the debenture trustee. This dual advisory role underscores the depth of the firm's expertise in navigating the complex interests and regulatory requirements inherent in such high-value transactions. According to reports, the proceeds from this issuance are earmarked for crucial purposes, including supporting DCCDL's routine operations and ensuring the timely completion of its ongoing projects. A specific use mentioned is funding the operational expenses of DLF Cyber Green, a commercial project in the corporate hub of Gurugram, Haryana.

The legal work, as detailed by the firm, involved a multi-faceted approach. The team at SNG & Partners was responsible for "engaging in the drafting, reviewing, and negotiation of transaction documents, advising on compliance with the Companies Act, 2013 and relevant RBI and SEBI guidelines, and facilitating listing and execution protocols." This scope of work illustrates the lawyer's function as not just a drafter of documents, but as a strategic advisor ensuring the transaction is sound from a structural, regulatory, and commercial perspective.

The transaction was led by Aditya Vikram Dua, Partner and Head of Financial Services at SNG & Partners. The core execution team included Aniket Sawant (Associate Partner), Parvathi Menon (Senior Associate), and Aditi Singh (Associate).

Analyzing the Debt Deal: A Closer Look at the Legal Nuances

The DCCDL NCD issuance is a textbook example of the sophistication required in modern corporate finance law. The choice of a listed, secured, non-convertible debenture carries specific legal implications that counsel must expertly manage.

• Listed: Listing the NCDs on a stock exchange enhances liquidity for investors and brings the issuance under the stringent regulatory purview of the Securities and Exchange Board of India (SEBI), particularly the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. Legal counsel's role here is to ensure the disclosure documents and listing application meet all SEBI requirements, a process demanding meticulous attention to detail.

• Secured: The "secured" nature of the debentures means they are backed by specific assets of the issuer, providing a layer of protection for investors in case of default. The legal team's task is to perfect this security interest, which involves drafting and registering charge documents (such as a debenture trust deed and deeds of hypothecation or mortgage) with the Registrar of Companies and other relevant authorities. This process is critical for the enforceability of the security.

• Non-Convertible: Unlike convertible debentures, these NCDs cannot be converted into equity shares of the company. This provides clarity on the capital structure and avoids equity dilution for existing shareholders, but it requires that the terms of debt—coupon rate, tenor, and redemption—are attractive enough to investors on a standalone basis.

Advising both the investor and the debenture trustee, as SNG & Partners did, requires a delicate balancing act. The debenture trustee acts in a fiduciary capacity for all debenture holders, and the legal counsel must ensure that the transaction documents, particularly the Debenture Trust Deed, adequately protect the rights and interests of these holders while remaining commercially viable for the issuer and the lead investor.

Trilegal Guides Laser Power & Infra Towards ₹1,200 Crore IPO

In the equity capital markets, Trilegal is advising Laser Power & Infra Limited on its proposed IPO, which aims to raise up to ₹1,200 crore (approx. US$144 million). This move signals growing investor confidence in the infrastructure sector.

The proposed offering is structured as a mix of a fresh issue of equity shares, aggregating up to ₹800 crore, and an offer for sale (OFS) by the Promoter Selling Shareholders, aggregating up to ₹400 crore. The fresh issue component means the proceeds will be infused into the company for corporate purposes like expansion or debt reduction, while the OFS component allows existing promoters to dilute a portion of their stake.

Trilegal's role is to advise the company and the promoters on all Indian law aspects of this complex transaction. This is a significantly different undertaking from a debt issuance and typically involves:

• Extensive Due Diligence: A thorough legal, financial, and operational review of the company to identify any potential risks or liabilities that must be disclosed to prospective investors.
• DRHP Drafting: Preparing the Draft Red Herring Prospectus, the primary marketing and disclosure document for the IPO, in compliance with SEBI's (Issue of Capital and Disclosure Requirements) Regulations, 2018.
• Regulatory Liaison: Interacting with SEBI, stock exchanges, and the Registrar of Companies to secure the necessary approvals for the IPO.
• Advising on Corporate Governance: Ensuring the company's internal structures and policies meet the standards required for a publicly listed entity.

The Trilegal team for this transaction is led by Partner Abhinav Maker, with support from Ajo Jomy (Counsel) and Associates Maniya Goyal, Debarpita Pande, Kalyan Reddy, and Varda Saxena.

Contrasting Roles: Debt vs. Equity Counsel

These two deals, occurring contemporaneously, provide a compelling snapshot of the distinct yet complementary skill sets required in capital markets law.

While counsel in a debt issuance like the DCCDL deal focuses on creditor rights, security creation, and compliance with debt-specific regulations, counsel in an IPO like the Laser Power transaction is primarily concerned with public disclosure, investor protection through transparency, and preparing the company for the ongoing compliance obligations of being a listed entity.

The DCCDL deal revolved around a negotiated agreement between a sophisticated issuer and specific investors, governed by the Companies Act and SEBI's debt regulations. In contrast, the Laser Power IPO is an offering to the public at large, placing an immense burden on the legal team to ensure the prospectus contains no misleading information, as liability under securities law can be severe.

Both transactions, however, underscore a common theme: the indispensable role of legal advisors in structuring, navigating, and executing the complex financial strategies that fuel corporate India's growth. As companies continue to tap capital markets for expansion and operational needs, the expertise of firms like SNG & Partners and Trilegal will remain in high demand.