Ranajoy Basu
Ranajoy Basu focuses his practice on structured finance with key experience in debt capital markets transactions. He has a broad range of experience in international capital markets advising a wide range of participants, including arrangers, originators, servicers and trustees, in connection with the securitisation of a wide variety of assets in numerous jurisdictions, including emerging markets transactions.
Ranajoy has a particular focus on emerging markets transactions, and is recognised as an industry leader by both Legal 500 and Chambers. He is the Head of India practice. He regularly advises on a broad range of capital markets and complex structured finance transactions including external foreign currency convertible bonds (FCCBs) and qualified institutional placements (QIPs) relating to India. He has advised banks on some of the largest corporate debt defaults and restructuring in India.
Ranajoy is recognised as one of the World’s leading lawyers in cross-border social impact finance structures, including social and development impact bonds, renewable energy and “green” structured finance transactions. Ranajoy has advised on some of the most innovative financial inclusion structures around the world, including the Educate Girls Social Impact Bond, which aims to improve the education of children in India, and the recent ground-breaking Utkrisht Bond, which is aimed at reducing maternal and infant mortality. Ranajoy continues to advise foundations, governments, NGOs, impact funds and financial institutions on structuring social impact finance solutions.
Practice Areas
Panel
- Contributing Author
Qualified Year
- 2007
Qualifications
- Islamic Finance Qualification (2009)
- LLM (2004)
Education
- Chartered Institute for Securities & Investment, Islamic Finance (2009)
- King’s College London, LL.M., Banking & Finance Law (2004)
8 Contributions by Ranajoy Basu
PRACTICE NOTES
Capital markets financing for charities, housing associations and universities: SIBs/DIBs, social housing securitisations and retail bonds, and university bonds—structures, parties, key documents, risks and market trends
Over recent years, a broader mix of organisations has looked to tap the capital markets. Where once capital markets activity was largely the domain of banks, financial institutions and commercial companies, a wider array of entities has begun to participate in this arena. The rapidly expanding range and variety of innovative financial instruments demonstrates that effective cooperation across the public, private and voluntary spheres is achievable when they join forces on capital markets transactions and structure deals together in practice. This shift continues to gather pace.
Social Impact Bonds (SIBs) and Development Impact Bonds (DIBs)
Tackling persistent social challenges has long troubled both governments and the charitable sector alike. Deep-seated problems—such as children in care, homelessness, barriers to education, youth employment and long-term health conditions—often arise where the state is constrained in what it can do, or has previously struggled to respond effectively. Traditional approaches have not delivered the outcomes required to create significant, meaningful change. SIBs and DIBs seek to confront these issues by uniting public, private and voluntary partners, encouraging innovation and prioritising measurable, results-led delivery. The progress reported so far has been striking...
Banking & Finance
PRACTICE NOTES
Microfinance for lawyers: legal, regulatory and transactional overview of products, providers, investments, documentation, Shari'ah compliance, securitisation, governance, technology and global trends
What is microfinance?
The Consultative Group to Assist the Poor (CGAP) describes ‘microfinance’ as the provision of loans, savings and other basic financial services to the poor. Stakeholders interpret microfinance through their own lenses and thus tend to define it accordingly.
Governments regard it as social protection.
Donors emphasise its capacity to achieve poverty reduction.
Commercial insurers see a pathway to large under-served markets.
Analysts use it to spotlight the scale of the ‘bottom of the pyramid’.
Academics consider it a crucial financial service for sustainable economic growth.
These views broadly mirror those for conventional insurance, except for the clearly specified target group: low-income people. Put simply, microfinance is a collection of practices created to widen access to financial services (including loans, savings products, insurance and remittance services) for low-income clients. Typically, these clients are drawn from the poor populations deemed ‘unbankable or uncreditworthy by commercial banks’, for whom traditional sources of finance—lending in particular—are unavailable. Taken together, these perspectives reinforce an understanding of microfinance as finance for people excluded by banks, with approaches tailored to reach low-income communities globally. The delivery of microfinance now encompasses a spectrum of possibilities and a diversity of models. Microfinance models are now also...
Banking & Finance
PRACTICE NOTES
Securitisation notes: drafting and key terms and conditions—form, denominations, NGN/CGN, waterfalls, covenants, interest and benchmarks, payments, redemption, defaults, enforcement, meetings, modifications, notices, further issues, governing law
Definitions
The terms and conditions (T&Cs) for the notes (the Notes) appear within the Prospectus and, for every form of securitisation, also as a Schedule to the Trust Deed itself. This Practice Note outlines what is set out in those T&Cs. Usually, the T&Cs relate to the Notes solely in global form and indicate that, in certain narrow situations, definitive Notes might on occasion be issued. In those instances, the T&Cs will be revised as required.
This method removes the need to address definitive Notes, Coupons and Talons within the T&Cs, the Trust Deed or the Master Definitions Schedule across the documentation suite. Previously, aspects of the T&Cs were shaped on the assumption that Noteholders would trade definitive Notes bearing the T&Cs on the reverse, and a potential purchaser needed clarity in full about exactly what was being acquired—hence the inclusion of material such as a summary of the Trust Deed’s meeting provisions and descriptions of the trustee’s various powers, including the ability to modify terms and to grant waivers. With Notes now almost always represented by near-permanent Global Notes, that consideration has lost relevance, although it plainly remains important that the Prospectus contains the appropriate disclosures for readers’ benefit...
Banking & Finance
PRECEDENTS
High-yield notes closing memorandum (secured, guaranteed, rated, listed; Rule 144A/Reg S): full closing checklist with certificates, funds flow, authentication, settlement and post-closing actions
This is a template closing memorandum for use in a high-yield bond transaction.
It provides a framework for completing a high-yield bond deal, outlining the actions required throughout the process.
Depending on the transaction, further papers or procedures, including escrow arrangements, might be necessary. What is needed will vary with the features of the offering in question.
This model closing memorandum assumes a secured high-yield issue that benefits from group guarantees, carries ratings, is admitted to trading on a stock exchange, and involves the issuer relying on Regulation S and Rule 144A under the US Securities Act 1933.
You may encounter transactions that proceed without a closing memorandum; in such cases, lawyers prepare only the certificates that would ordinarily sit behind it.
Where this approach is taken, confirm every certificate is produced and that each requisite document and step is addressed.
Nevertheless, the preferred course is to compile a complete closing memorandum to ensure the package is comprehensive...
Banking & Finance
PRECEDENTS
Precedent CMBS Signing and Closing Memorandum: Timetable, Conditions Precedent, Listing and Post-Closing Filings, with Specimen Certificates and Letters
Signing and Closing Memorandum
A Signing and Closing Memorandum is needed to facilitate the orderly completion of a complex deal. This template signing and closing memorandum outlines actions to be undertaken to finalise a commercial mortgage-backed securities (CMBS) transaction. Further documents or actions might be necessary, subject to the particulars of the transaction in some cases...
Banking & Finance
PRECEDENTS
UK RMBS securitisation signing and closing memorandum precedent: timetable, conditions precedent, funds flow and post-closing checklist
Signing and Closing Memorandum
A Signing and Closing Memorandum is necessary to support the seamless completion of a sophisticated deal. This precedent signing and closing memorandum outlines the actions to be taken to complete a residential mortgage-backed securities ( RMBS ) transaction at closing. Further documents or actions might be needed, subject to the particular transaction...
Banking & Finance
CHECKLISTS
High yield bond issuance: essential documents, purpose and parties (including Rule 144A/Regulation S)
The documents set out below give a snapshot of the principal transactional papers commonly used to document a high yield bond issuance. For each, the summary outlines its function and identifies the relevant parties who would ordinarily sign it. Further documents might be necessary to address features of a particular deal (for example, escrow mechanics) or to capture tailored arrangements specific to that transaction...
Document Description
144A Global Note
A single note executed by the issuer evidencing the full principal amount for the Rule 144A tranche. Section 5 of the US Securities Act of 1933 requires every offer and sale of securities in the United States to be registered with the Securities and Exchange Commission (SEC) unless an exemption applies. Rule 144A provides a safe harbour from the Section 5 registration obligation, thereby permitting the initial purchasers of the bonds (see Purchase Agreement below) to subsequently resell the securities only to ‘qualified institutional buyers’, namely institutional investors that satisfy specified criteria. For further detail on Rule 144A, see Practice Note: Rule 144A transactions...
Banking & Finance
CHECKLISTS
New York law high‑yield bond indentures: trustee role, duties, protections and enforcement—comprehensive checklist (with BRRD bail‑in and FATCA considerations) for UK lawyers
Introduction
High yield bonds sit within securities regulation and, save for a few narrow carve-outs, are subject to New York law irrespective of the issuer’s domicile. They are brought to market under an indenture, which also provides for the appointment of a trustee to act for the bondholders. For further detail on the high yield product, see Practice Notes: Introductory guide to high yield bonds and High yield debt in 11 jurisdictions worldwide. For a snapshot of the principal deal papers needed for a high yield issuance, see Checklist: Issuing high yield bonds-documents list. Beyond setting out the issuer’s key covenants, the indenture includes provisions required to administer the bonds and to enable the bond trustee to discharge its duties. The trustee’s core role is to handle administrative matters for bondholders before any default and, where appropriate, to pursue enforcement on their behalf. For commentary on material terms and covenants in high yield, see: Introductory guide to high yield bonds-High yield bond terms and Practice Note: Covenants and other key terms in the European high‑yield market. This checklist proceeds on the basis that the outlined legal framework and trustee responsibilities govern issuance, ongoing administration, and any required enforcement as applicable...
Banking & Finance
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