Appleby Mauritius advised Azure Power Energy Ltd and Azure Power Energy Private Limited (Issuers), special purpose vehicles incorporated under the laws of Mauritius and wholly owned by Azure Power Global Limited, a public company incorporated under the laws of Mauritius in connection with the Consent Solicitation in respect of:
(i) USD350,101,000 5.65% Senior Notes due 2024 issued by Azure Power Solar Energy Private Limited (the “2024 Notes”); and
(ii) USD414,000,000 3.575% Senior Notes due 2026 issued by Azure Power Energy Ltd (the “2026 Notes” and, together with the 2024 Notes, the “Notes”).
The Issuers sought the consent of the noteholders of each of the 2024 Notes and 2026 Notes to amend certain terms of the indentures governing the 2024 Notes and 2026 Notes.
The purpose of the amendments was to:
- undertake to make tender offers (i) to purchase an outstanding principal amount of USD40,000,000 of the 2024 Notes by March 25, 2024, (ii) to purchase an outstanding principal amount of USD12,000,000 of the 2026 Notes by March 25, 2024 and an outstanding principal amount of USD8,000,000 of the 2026 Notes by August 26, 2024;
- make certain amendments and provide certain confirmations with respect to the reporting covenant of the indentures governing the 2024 Notes and 2026 Notes; and
- make certain amendments to the restricted payments and limitations on amendments of onshore debt covenants in the indenture governing the 2024 Notes to allow for the implementation of a cash-neutral intercompany transaction.
The Appleby team was comprised of Group Managing Partner Malcolm Moller and Counsel, Muhammad Aadil Koomar.
Appleby advised the Issuers on the Mauritius law aspects of the transaction alongside Linklaters Singapore Pte. Ltd which advised on New York and U.S. federal securities and TT&A Advocates and Solicitors advised on Indian law. Mayer Brown was counsel to the solicitation agents namely Barclays Bank PLC, The Hongkong and Shanghai Banking Corporation Limited and MUFG Securities Asia Limited Singapore Branch and Seward & Kissel LLP represented the collateral agent and trustee, HSBC Bank USA, National Association.
Azure Power Global Limited holds the whole structure of the Azure Group including the Issuers. The Azure Group developed India’s first private utility scale solar project in 2009 and has been at the forefront of developments in the sector as a developer, constructor and operator of utility scale, micro-grid and rooftop solar projects since its inception in 2008. With its in-house engineering, procurement and construction expertise and advanced in-house operations and maintenance capability, the Azure Group manages the entire development and operation process, providing low-cost solar power solutions to customers throughout India.
