Saudi Arabia. khoshaim.com

Transcription

1 Saudi Arabia 2017

2 2 Saudi Arabia 2017 Who we are The Kingdom of Saudi Arabia Khoshaim & Associates Khoshaim & Associates is a full service Saudi Arabian law firm with international reach, working seamlessly with Allen & Overy s offices around the world to deliver first class, efficient and integrated legal services. Our office includes a team of veteran Saudi and internationally qualified lawyers who advise on a wide range of practice areas, including debt and equity capital markets, local and cross-border M&A, corporate, projects, banking and Islamic finance transactions. Led by four lawyers: Zeyad Khoshaim a Saudi Arabian and New York qualified lawyer; Julian Johansen a UK qualified lawyer who is fully fluent in Arabic, Johannes Bruski a corporate lawyer with over 20 years of experience, and Karim Wali, a specialised finance lawyer who advises borrowers and lenders on complex financing. The Khoshaim & Associates team has an unparalleled understanding of the Saudi Arabian commercial landscape, legal framework and cultural issues, and routinely handles all aspects of sophisticated transactions and litigation. Khoshaim & Associates is the law office of Zeyad S. Khoshaim, a sole proprietorship licensed to practice in Saudi Arabia. Relationships and knowledge Zeyad Khoshaim, managing partner of Khoshaim & Associates, holds a unique place in the market. He advises numerous government institutions and bodies on drafting laws and regulations, working with entities such as the Ministry of Commerce and Investment, the Capital Markets Authority, the Saudi Arabian Monetary Agency and the Ministry of Commerce. He is also a board member of the Saudi Arabian Arbitration Centre. The extremely strong Zeyad Khoshaim is highly skilled in handling joint ventures, M&A, capital markets and general corporate matters. Clients appreciate his bilingual capabilities, international experience and local knowledge. Chambers Global, Saudi Arabia Julian Johansen has earned the respect of peers and clients alike, who have nothing but positive things to say about him. Chambers Global, Saudi Arabia Khoshaim & Associates in cooperation with Allen & Overy 2017

3 3 About Us Our Commercial Approach Khoshaim & Associates follows a boutique firm model and does not rely on simply dealing with the technicalities and processes Our experience best places us to tackle the unexpected issues which inevitably occur, and allows us to offer constructive, commercial and pragmatic advice that is tailored to our clients unique needs. We have encountered and advised on almost all issues of Saudi Arabian law, enabling us to translate our experience to effective and efficient advice for our clients. Our Clear Philosophy Our principal goals are to provide the highest quality of legal services that allow us to be an instrumental part in our clients success, and to elevate the practice of law in Saudi Arabia by recruiting, retaining and advancing the brightest legal talent. Depth Our lawyers, which include some of the industry s key partners, counsel and senior associates, are specialized in their respective disciplines and are able to apply such specialization in specific business sectors including specialization in Islamic finance structures, complex squeeze-out and hostile M&A processes, banking and finance legislation, energy and power regulation and privatization, bespoke foreign investment in private and public markets, banking and securities litigation, and telecommunication and media practices. Trusted by Clients We take great pride in our clients trust in us, which is manifested by our clients inviting us to their board rooms and management committees to assist them in making business critical decisions about their affairs. We routinely provide on-site legal expertise by making our lawyers available to work alongside our clients in their offices and to help them build their respective legal departments. Market Recognition Our office and partners have consistently been ranked as Band 1 and Tier 1 for almost all of their practice areas by Chambers Global, IFLR1000 and Legal 500. In 2015, the IFLR1000 publication for Saudi Arabia quoted a client as stating that our lawyers: marry together the level of Saudi specific insight that was missing in other top-tier competitors in Riyadh with the level of professional service a global firm delivers. Our work with international firms and Allen & Overy We are routinely asked to work alongside international firms and provide Saudi Arabian legal advice which emphasises the high calibre of our legal services and our ability to deliver. We work especially closely with global leading law firm, Allen & Overy. Our cooperation with Allen & Overy gives us access to more than 2,650 lawyers across its international network, thereby enhancing our ability to offer and deliver cross-border, multijurisdiction, and fast-paced advice to our respective clients. Our ethical and transparent Code of Conduct As part of advancing our goal of elevating the legal practice in Saudi Arabia, we ensure that our team members deal with one other and with our clients with the highest respect and with the utmost transparency and ethical conduct, and in compliance with all applicable professional rules of conduct. We view ourselves as the bastions of holding the Saudi Arabian legal practice to the highest level of professionalism.

4 4 Saudi Arabia 2017 A multidisciplinary team We have a strong, multidisciplinary team comprising over twenty lawyers organized across four key practice areas: Litigation/ Dispute resolution Corporate/ M&A Regional offering Banking and Finance International Capital Markets Khoshaim & Associates in cooperation with Allen & Overy 2017

5 5 Your key contacts Zeyad Khoshaim Tel Mob Julian Johansen Tel Mob Karim Wali Tel Mob My first choice in Saudi Arabia. Chambers Global, Saudi Arabia This firm goes from strength to strength, rising to the top of the rankings after another successful year. Chambers Global, Saudi Arabia A&O is one of the few international firms that knows how to tackle the Saudi market. They didn t come in for the quick buck, they came in with the long term investment mentality and it s paid off. They hired people, that paid off and they are one of the better international firms. IFLR, Saudi Arabia Sources say: Outstanding lawyers there. Chambers Global, Saudi Arabia Some of the best client service in the region and they understand client requirements perfectly. Chambers Global 2016 Saudi Arabia (Corporate/Commercial)

6 6 Saudi Arabia 2017 Our practice areas Corporate and M&A This practice includes our work in private and public M&A, cross border private equity, joint ventures, and corporate reorganisations. Recently, we have advised a number of clients in respect of private acquisitions in the telecommunications, healthcare and energy sectors. Our deals include advising ACWA on a USD100 million investment by IFC to support renewable energy throughout the MENA region, advising Rexam on its acquisition of a majority stake in United Arab Can Manufacturing Co., advising on the corporate restructuring of BAE s business in Saudi Arabia, advising clients like McGraw Hill, SAPTCO, and RATP Development on their investments in Saudi Arabia, and advising the Saudi Arabian Football Federation in respect of its USD1 billion media rights contract with the Middle East Broadcasting Corporation. Banking and Finance This practice includes our work in banking and project finance, Islamic finance, and banking regulation advisory. Our project finance experience includes acting for banks, Islamic financiers, the SIDF and the PIF, as well as overseas banks and export credit agencies. We have worked on some of the largest projects in Saudi Arabia including advising on Ma aden s USD7.75bn phosphate mine and associated petrochemical and fertilizer complex and the refinancing of Al-Waha Petrochemical Company. Our banking team has also worked on a number of high-profile transactions such as the refinancing of Jabal Omar Development Company, and the dual SAR3bn and USD150m Islamic financing transactions for the Arab Petroleum Investments Corporation (APICORP) as a result of which APICORP won the 2014 Islamic Finance News Syndicated Deal of The Year Award. On the restructuring side, we represent the steering committee of creditors of Ahmad Hamad Al Gosaibi & Brothers in the largest corporate debt restructuring ever in Saudi Arabia. International Capital Markets Our extensive experience has enabled us to position ourselves as the leader in the regional market having worked on almost every sukuk transaction in the Saudi market. Financial institutions often call upon us first to advise them on the whole range of services regarding equity and debt issues, sukuk MTN programmes, derivatives and other aspects of capital markets.we advise underwriters, issuers, selling shareholders and rating agencies on the highestprofile deals acrossthe Middle East. Litigation/Dispute Resolution This practice includes our work in international and local arbitration, acting as arbitrators, and local business-critical litigation before a wide variety of courts and judicial committees. We are currently acting for the claimant in one of the largest commercial arbitrations in Saudi Arabia, and handling complex shareholder litigation and cases in various judicial committees and courts which involve complex issues relating to securities business, disclosure, business judgement, and joint ventures. We have also successfully argued for the issuance of enforcement judgements to enforce foreign arbitration awards in favour of multinational corporations, which is a significant event shaping the Saudi Arabian litigation legal regime. Khoshaim & Associates in cooperation with Allen & Overy 2017

7 7 Deal highlights We have highlighted below a selection of recent key deals and cases. Corporate/M&A ACWA Power On a private placement of new issue primary equity shares to the Saudi Arabian Investment Company (Sanabil) and Saudi PPA. The Saudi Arabian Investment Company (Sanabil) in connection with an acquisition in the telecoms industry. Magrabi Optical Company Ltd The Saudi Arabia-based eyewear retail chain, on the acquisition of a controlling stake in the Turkish optical retailer, Şişli Optik Ticaret A.Ş. Jadwa Investment On its investment in Global Environmental Management Services (GEMS) by way of an acquisition of its entire share capital from Ashmore Group and other minority sellers, and its sister company UtilEco Global. Havenvest Private Equity Middle East On its disposal of the Byrne group of companies to Hanco Saudi Arabia. BAE Systems On the sale of 60% of Saudi Development and Training Company in Saudi Arabia. J.P. Morgan As financial adviser to Saudi National Shipping Company (Bahri) on the merger of a listed and a private company, a hybrid cash and share deal, and USD1.3bn acquisition of Vela International Marine, the marine unit of Saudi Aramco. Rexam On its USD122m acquisition of a 51% stake in Saudi Arabia s United Arab Can Manufacturing, a supplier to Coca-Cola. Saudi Aramco On a EUR2.75bn strategic 50:50 joint venture with Lanxess Deutschland for synthetic rubber. Saudi International Petrochemical Company (Sipchem) On its potential USD5.7bn merger with Sahara Petrochemicals Company. Outotec Oyj On its acquisition of the Australian aluminium capital expenditure business of Kempe Engineering Pty Ltd and its subsidiaries incorporated in Qatar, UAE, Saudi Arabia and Mozambique. Morgan Stanley On the merger between Marai and Hadco. BAE Systems On the reorganisation of its portfolio of interests in a number of industrial companies in Saudi Arabia and a reorganisation of its joint venture arrangements with its existing partner Riyadh Wings. Saudi Public Transport Company and RATP Development S.A. On the establishment and operation of the Riyadh Bus Project, a greenfield development of a network of 1000 busses on 22 lines around Riyadh capable of transporting 900,000 passengers per day. Saudi Aramco Investment Management Company On an investment in ARC Saadiyat Beach Holdings. BAE Systems On a USD750m Shari a-compliant sale and leaseback programme in Saudi Arabia, financed through investment funds. Debt Capital Markets HSBC Saudi Arabia Limited, JP Morgan Saudi Arabia Limited and Samba Capital as joint lead managers On the SAR3.9bn publicly-listed debut sukuk issuance of the National Shipping Company of Saudi Arabia (Bahri).

8 8 Saudi Arabia 2017 Riyad Capital as lead managers On Riyad Bank s debut subordinated tier II sukuk issuance, which totalled SAR4bn. The Saudi British Bank (SABB) On its third subordinated tier II sukuk issuance, totalling SAR1.5bn. We also previously advised SABB on its other two tier II sukuk issuances in 2012 and 2013, respectively. Saudi Telecom Company (STC) On the establishment of a SAR5bn sukuk programme and on the issuance of the first series thereunder. This was STC s debut entry into the debt capital markets. Saudi Electricity Company (SEC) On its second, third and fourth domestic publicly-listed sukuk issuances and all three of its international USD sukuk issuances, the most recent of which were in Deutsche Securities Saudi Arabia and Riyad Capital As joint lead managers on the debut sukuk issuance by the National Petrochemical Company (Petrochem), which totalled SAR1.2bn. Samba Capital as lead manager On the SAR500m debut sukuk issuance by Fawaz Abdulaziz Alhokair & Co. Saudi Fransi Capital as lead manager On the second subordinated tier II sukuk issuance by Banque Saudi Fransi, totalling SAR2bn. We also previously advised Saudi Fransi Capital on its debut tier II sukuk issuance in Equity Capital Markets National Medical Care Company (Ri aya) On its IPO on Tadawul in Saudi Arabia. Capital Market Authority In assisting in drafting recently enacted Saudi Capital Market legislation and advising the Capital Market Authority on the implementation of the Capital Market Law. JP Morgan and Samba Financial Group (as financial adviser and lead underwriter respectively) On the IPO of Saudi Arabian Mining Co (Ma aden). JP Morgan as financial adviser to Saudi National Shipping Company (Bahri) On the merger of a listed and a private company, a hybrid cash and share deal, and USD1.3bn acquisition of Vela International Marine, the marine unit of Saudi Aramco. Saudi International Petrochemicals Company On its USD2bn rights issue, the largest rights issue in Saudi Arabia to date. Banking & Finance The lenders (National Commercial Bank, Samba Financial Group, Banque Saudi Fransi and the Saudi British Bank) to International Company for Water and Power Projects On a SAR400m increase to its existing revolver facilities. Saudi Hollandi Bank, Arab National Bank and Bank Albilad On a SAR709m murabaha facility for International Company for Water and Power Projects. First Gulf Bank, HSBC Bank Middle East Limited and National Bank of Abu Dhabi On a USD150m Term Murabaha Facility for Arab Petroleum Investments Corporation (APICORP). Saudi Arabia Mining Co. (Ma aden) On a USD3bn loan to refinance the debt taken on to construct a phosphate complex for a joint venture. Khoshaim & Associates in cooperation with Allen & Overy 2017

9 9 Market Recognition Chambers Global Saudi Arabia 2017 Banking & Finance Band 1 Capital Markets Band 1 Corporate/Commercial Band 1 Dispute Resolution Band 2 Chambers Global Middle East 2017 Capital Markets Band 1 Corporate/M&A Band 1 Dispute Resolution Band 2 Investment Funds Band 1 Islamic Finance Band 1 Projects & Energy Band 1 Legal 500 Saudi Arabia 2017 Banking & Finance Band 1 Commercial/Corporate/M&A Band 1 Dispute Resolution Band 2 Capital Markets Band 1 Projects & Energy Band 1 Real Estate and Construction Band 1 IFLR 1000 Saudi Arabia 2017 Banking Tier 1 Capital Markets Tier 1 M&A Tier 1 Project Finance Tier 1

10 FOR MORE INFORMATION, PLEASE CONTACT: Saudi Arabia Khoshaim & Associates 17th Floor, Tower B Olaya Towers, Olaya District Post Office Box Riyadh, Post Code Kingdom of Saudi Arabia Tel Fax Office contacts Zeyad Khoshaim Tel Mob zeyad.khoshaim@allenovery.com Julian Johansen Tel Mob julian.johansen@allenovery.com Karim Wali Tel Mob karim.wali@allenovery.com Khoshaim & Associates is the law office of Zeyad S. Khoshaim, a sole proprietorship licensed to practice in Saudi Arabia under Ministry of Justice license number (29/90), registered with the Chamber of Commerce under registration number (253904), and operates from the 17th Floor, Tower B, Olaya Towers, Olaya District, Post Office Box , Riyadh, Post Code 11321, Kingdom of Saudi Arabia. Khoshaim & Associates in cooperation with Allen & Overy 2017 I CA