Deutsche Bank | Issuance of USD Denominated Guaranteed Notes | Periama Holdings

The details of the deal are as under:

Sector: Mining and Metals

Announcement Date: 12-Oct-2020 

Completion Date: 19-Oct-2020 

Name of Client: Deutsche Bank 

Deal Description: Khaitan & Co acted as the Indian legal adviser to the Joint Lead Managers - Deutsche Bank AG, Singapore Branch, Credit Suisse (Hong Kong) Limited, Standard Chartered Bank, BNP Paribas, Citigroup Global Markets Limited, Mashreqbank PSC and Mizuho Securities Asia Limited, in relation to Indian law for the offering of USD 500 million, 5.95% guaranteed notes due 2026 (“Notes”) by Periama Holdings, LLC (“Issuer”) (offshore subsidiary of JSW Steel Limited), under Regulation S of the U.S. Securities Act, 1933. The Notes have been guaranteed by JSW Steel Limited (“Guarantor”) in accordance with the FEMA ODI Regulations. Deutsche Bank AG, Hong Kong Branch acted as the Principal Paying Agent, Registrar and Transfer Agent and DB Trustees (Hong Kong) Limited acted as the Trustee. The Notes are listed on the Singapore Stock Exchange. The net proceeds from the issue will be used for repayment of part of the existing indebtedness owed to the Guarantor and for general corporate purposes. 

Total Consideration: USD 500 million 

Team Members: Manisha Shroff (Partner), Nandini Paliwal (Senior Associate), Enakshi Jha (Associate), Kratika Parashar (Associate) and Akshay Ferdinand (Associate) 

Role of Firm: As the legal advisor the Joint Lead Managers, the Firm has worked on the following: 

Due-diligence on the Guarantor; 

Review and commenting on the Note Offering Circular from the perspective of Indian laws;  

Review of transaction documents including Subscription Agreement, Trust Deed, Signing & Closing Memorandum, Agency Agreement and other supporting documents from the perspective of Indian laws; and 

Advising on material disclosures, risks and issuing an opinion to them on the capacity of the Issuer and enforceability of the transaction documents under Indian law. 

Other legal advisors if any with names of Lead Lawyers 

Counsels to the: 

• Issuer (as to Delaware law): Richards, Layton & Finger, P.A. 

• Issuer and Guarantor (as to English law): Linklaters Singapore Pte. Ltd. 

• Joint Lead Managers (as to English law): Milbank LLP 

• Issuer and Company (as to Indian law): Cyril Amarchand Mangaldas & Co. 

• Trustee (as to English law): Clifford Chance