Saraf And Partners Acts As Legal Counsel For Lenders Led By Punjab National Bank

Saraf and Partners acted as the legal counsel for a consortium of 21 lenders led by Punjab National Bank (“Lenders or “Client”), in relation to the assignment of stressed assets, involving fund-based and non-fund based facilitates aggregating to approx. INR 5650,37,00,000 (Rupees Five Thousand Six Hundred Fifty Crore and Thirty-Seven Lakh Only) (“Facilities”), availed by Simplex Infrastructures Limited (“Borrower”), a Kolkata based listed entity, established in 1924 and engaged in executing projects in several sectors like transport, energy & power, mining, buildings, marine, real estate etc., to National Asset Reconstruction Company Limited (“NARCL”). The joint assignment agreement in relation to the fund-based facilities was executed on March 28, 2024.

This assignment comes in light of the recent development wherein the Finance Ministry has been pushing for a significant transfer of stressed assets, amounting to ₹1-lakh crore, to NARCL from state-owned banks, by the end of March 2024.

The team advised and assisted the Lenders in conducting and completing the Swiss challenge process, which included preparing and finalising the advertisement for the process, invitation for expressions of interest/bids, bid process document and information memorandum and resolving queries relating to the process from a legal and compliance perspective.

The team was also involved in reviewing, negotiating, and finalizing the joint assignment agreements for the Facilities, offer document, trust deed and various ancillary documents to be executed between NARCL and the Lenders. Further, the team attended several rounds of complex and extensive calls, meetings and negotiations with the Lenders, NARCL, NCD holders and other stakeholders involved. The team was instrumental in structuring the deal and negotiating with the Lenders and NARCL for completion of the assignment of Facilities availed by the Borrower. 

The matter was particularly complex from a structuring perspective involving the Facilities and NCDs, which required active co-ordination with the 21 lenders, the debenture holders, NARCL and other stakeholders involved, and the stringent timelines to close the deal. 

Saraf and Partners team was led by Abir Lal Dey (Partner).