Leena Chacko

Practice Areas

Leena Chacko

Partner

Banking and Finance

Leena is a Partner in the firm since 2005. She has extensive experience in banking & finance, structured finance and general corporate.

Leena regularly advises domestic and international banks on structured deals, promoter financing, acquisition financing, equity related financing, securitisation, domestic and cross border financing, REIT financing, issuances by government entities. She also advises on banking and finance regulatory compliances and product-specific issues

Leena also advises equity investors relation to structuring of various investments, with focus on real estate and acquisition financing.

Leena has been a member of the following committees constituted by regulatory authorities in India:

• SEBI Working Group Committee for Mortgage Backed REITs (m-REITs);

• SEBI Working Group Sub-Committee for Securitisation and Covered Bonds;

• Committee, constituted by International Financial Services Centres Authority (IFSCA) in 2021, in relation to Development of Avenues for Ship Acquisition, Financing and Leasing from International Financial Services Centres in India.

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Some of her recent advisory work has been in relation to issues pertaining to the RBI Digital Lending Guidelines, 2022, concerns related to data localisation raised by MNC banks and payment settlement service providers, clarifications sought on the Data Personal Data Protection Bill, 2022, and queries pertaining to corporate and co-branded credit cards raised by an MNC bank.

Recent Notable Transactions

• Advised the investors in relation to listed, secured privately placed non-convertible debentures issued by an entity belonging to the Narayana Group for the purpose of acquisition of shares held by the existing financial investors in its associate entity, NSPIRA Management Services Private Limited (“NSPIRA”), through its other associate companies. The transaction involved a complex cross-collateralised security structure, with multiple entities directly or indirectly owned by the promoter family securing their assets and giving contractual comforts in order to secure the non-convertible debentures.

• Advised the lenders in relation to a construction facility which will be converted into a lease rental discounting facility availed by a joint venture entity incorporated between a prominent offshore entity and a real estate developer to acquire a sub-license to commercially utilize land adjoining the metro services in accordance with the concession issued by the Government of Telangana. The transaction involved advising on structuring the security and generally advising the lenders in relation thereto.

• Advised Kerala Finance Corporation in relation to listed non-convertible debentures is two separate series aggregating up to INR 750 crores inter alia for the purpose of on lending.

Other Relevant Transactions

• Advised public sector banks in relation to the financing of INR 25,000 crores availed by Andhra Pradesh State Development Corporation Limited wherein such financing was backed by additional retail tax assigned by the State of Andhra Pradesh to the borrower.

• Advised the arrangers in relation to issuance of listed non-convertible bonds (in separate series) by Uttar Pradesh Power Corporation Limited, a public sector undertaking of the State of Uttar Pradesh, aggregating up to INR 7439.20 crores. The bonds are inter alia backed by a guarantee from the state government.

• Advised the arrangers in relation to issuance of listed non-convertible bonds (in separate series) by the Andhra Pradesh State Beverages Corporation Limited, a public sector undertaking of the State of Andhra Pradesh, aggregating up to INR 10,005 crores. The bonds are inter alia backed by a guarantee from the state government.

• Advised a housing finance company incorporated in India in relation to lease rental discounting facilities and loan against property aggregating up to a principal amount of INR 1600 crores availed by the special purpose vehicles of Brookfield REIT.

• Advised foreign banks in relation to the Indian law aspects of an overseas financing availed by IndusInd Ltd, a promoter company of IndusInd Bank Limited. The facilities were, inter alia, secured by a pledge over certain shares of IndusInd Bank Limited, held by offshore promoters. Advised on regulatory approvals in relation to security creation and enforcement related to pledge of shares; addressed specific queries pertaining to hedging requirements of the lender, dealt with compliance aspects of the takeover code, insider trading regulations and SEBI ICDR regulations.

• Advised an asset reconstruction company in relation to the purchase of debt availed by RattanIndia Power Limited (borrower) from a consortium of lenders lead by the Power Finance Corporation Limited (lenders) by way of a one-time-settlement through a trust. The purchase consideration was funded by subscription to security receipts issued by the ARC. The balance debt was restructured by issuing various instruments in favour of the existing lenders such as equity shares, redeemable preference shares and optionally convertible cumulative redeemable preference shares. The deal has been awarded deal of the year by Asian-Mena Counsel Deals of the Year 2019.

• Advised certain offshore lenders in relation to term loan facilities aggregating up to USD 45 million granted to a Singapore based borrower. The Borrower has pledged the units held by it a real estate investment trust incorporated in India in order to secure the aforementioned facility. The transaction was one of the few financings against units of Indian listed trust and was challenging on account of several regulatory regimes being involved.

• Advised banks incorporated in Russia on the USD 300,000,000 facility provided to SMTP Limited. The proceeds of the facility were utilised towards providing a convertible loan to Essel Media Ventures Limited.

• Advised a public sector bank with respect to secondary purchase of debt from a company incorporated an offshore investor and additional funding to be provided to a developer (a subsidiary of Embassy group) wherein such financing was backed by project receivables and guarantee of Embassy Properties Development Private Limited.

• Advised lenders in relation to certain cross-collateralized rupee denominated lease rental discounting facilities and construction finance loan facilities provided to certain SPV project companies, each of which are developers of a commercial real estate development project registered as special economic zones under the SEZ Act, 2005, which are owned by the Brookfield group.

• Advised domestic funds on the issuance of senior, secured, redeemable, non-convertible debentures by Seaways Shipping and Logistics Limited and Mosavi Enterprises Private Limited collectively aggregating to INR 185 crores. The debentures were secured by a pledge over the shares of Seaways Shipping and Logistics Limited, a mortgage over certain properties owned by two of the promoters of the issuers and Seaways Shipping and Logistics Limited and guarantees provided by the promoters of the issuers.

• Advised lenders in relation to drafting, negotiating and finalization transaction documents in relation to application of surplus proceeds arising from enforcement of certain shares pledged to secure an existing facility granted by IndusInd Bank Limited to repay the facility aggregating to INR 400 crores availed by Siti Networks Limited.

• Advised lenders in relation to financing the acquisition of Leela Group’s hotel business (including the hotels situated in various cities in India) by Brookfield group under the co-borrower structure from Leela group.

• Advised a real estate company in relation to availing lease rental discounting facilities up to approximately INR 10,000 crores from a housing finance company incorporated in India. The deal entailed obtaining requisite approvals from the regulators in relation to creation of pledge by a group company, shares of which are held by a parent company incorporated in Dubai, DIFC.

Professional Memberships

Bar Council of Karnataka, India

Publications

• GIFT IFSC – Paving The Way For A Global Financial Powerhouse In India” published in BQ Prime - https://www.bqprime.com/business/gift-ifsc-paving-the-way-for-a-global-financial-powerhouse-in-india; July 27, 2022.

• Ship Leasing in IFSC – A New Regime | India Corporate Law (cyrilamarchandblogs.com); September 29, 2022.

• A Technology Driven Approach to Achieving Compliance: SEBI’s Operational Guidelines for Monitoring of Security and Covenants | India Corporate Law (cyrilamarchandblogs.com); April 19, 2022.

• IFSC Banking Units – offshore branches with onshore dispute resolution? | India Corporate Law (cyrilamarchandblogs.com); December 14, 2021.